Exhibit 10 (11)

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                     BOARD OF DIRECTORS MEETING HELD 2/8/00


     Section 7 of the 1997 Employee Stock Option Plan (the "Plan") is deleted
and the following is substituted therefor:

     "7. Employment at the Time of Each Purchase:

     (a) Except as provided below in subsections (b) and (c) of this section,
any stock option may be exercised by any Participant only so long as he or she
remains in the employ of IFF; provided that if a Participant voluntarily
resigns, becomes totally disabled or retires, he or she may exercise within 3
months thereafter (but not later than the expiration date of the option) the
option as to the balance, if any, of the shares which the Participant was
entitled to purchase pursuant to section 9 hereof at the date of such
resignation, disability or retirement. Authorized leaves of absence for military
or governmental service or other purposes approved by the Committee will be
deemed a continuation of employment for purposes of the Plan, and modifications
or extensions of the periods of the option agreement or otherwise may be made by
the Committee. If a Participant dies while employed by IFF, his or her legal
representatives, distributees or legatees as the case may be, may exercise
within three (3) months thereafter (but not later than the expiration date of
the option) the option as to the balance, if any, of the shares which the
Participant was entitled to purchase pursuant to Section 9 hereof at the date of
his or her death or, in case such death occurs less than 48 months from the date
of the grant of the option, that proportion of the shares covered by the option
which the number of days in the period from the date of grant to the date of the
Participant's death bears to the number 1460, less any shares previously
purchased under the option.

     (b) Any stock option granted on or after February 8, 2000 may be exercised
by a Participant who retires at age 65 or older, until the option's expiration
date, as to the balance, if any, of the shares which the Participant was
entitled to purchase pursuant to Section 9 hereof at the date of such
retirement.


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     (c) On and after February 8, 2000, the Committee, in its discretion, (i)
may grant one or more stock options, which by their terms may be exercised by
the Participant with respect to any or all of the shares subject thereto, and/or
for periods of time after the termination of the Participant's employment for
any reason (but not later than the expiration date of the option), and (ii) may
reserve to itself the right to extend or vary the terms of one or more stock
options granted on or after February 8, 2000 to allow the exercise of the option
by the Participant with respect to any or all of the shares subject thereto
and/or for periods of time after the termination of the Participant's employment
for any reason (but not later than the expiration date of the option).

     (d) In the event of the death of any holder of any option granted or
amended by the Committee pursuant to subsections (b) or (c) of this section
while such option remains exercisable, the option may be exercised by his or her
"Beneficiary," as hereinafter defined, legal representatives, distributees or
legatees, as the case may be, within 12 months thereafter (but not later than
the expiration date of the option) as to the entire number of shares which the
Participant was entitled to purchase thereunder at the date of his or her death.

     (e) For purposes of this section, the term "Beneficiary" shall mean, with
respect to any option, the family member or members, or the trust or trusts for
the benefit of one or more family members, which have been designated by an
optionee in his or her most recent written beneficiary designation filed with
the Committee as entitled to exercise such option after such optionee's death,
or if there is no surviving designated Beneficiary, then the legal
representatives, distributees or legatees of such Beneficiary."

     The first sentence of Section 9 of the Plan shall be amended to read as
follows:

     "9. Exercise of Options. Except as the Committee may otherwise determine
pursuant to subsection (c) of Section 7 hereof, the stock options may be
exercised as follows: up to one-third of the shares covered at any time after 24
months from the date of grant; up to two-thirds of such shares at any time after
36 months from such date; and all the shares at any time after 48 months from
such date."


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     The first sentence of Section 12 of the Plan shall be amended to read as
follows:

     "12. Nonassignability. No option shall be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution or to a Beneficiary."


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