SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)       January 10, 2006
                                                     --------------------------


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
-------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         New York                    1-4858                     13-1432060
-------------------------------------------------------------------------------
(State or Other Jurisdiction      Commission                (I.R.S. Employer
  of Incorporation)               File Number)              Identification No.)


521 West 57th Street, New York, New York                         10019
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)


Registrant's telephone number, including area code     (212) 765-5500
                                                   ----------------------------

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

<PAGE>
>


Item 2.02.        Results of Operations and Financial Condition.

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of  International  Flavors & Fragrances Inc. (the  "Company")  dated January 10,
2006, reporting the Company's sales results for the full year 2005.

     The  discussion  of  the  Company's  sales  results   includes  and,  where
     indicated,  excludes the impact of sales  results  attributable  to certain
     non-core  business  disposed  of in 2004 as well as the effects of exchange
     rate   fluctuations.   Such  information  is  supplemental  to  information
     presented in  accordance  with  generally  accepted  accounting  principles
     (GAAP) and is not intended to represent a presentation  in accordance  with
     GAAP. In discussing its  historical  results and financial  condition,  the
     Company  believes it is meaningful for investors to be made aware of and to
     be assisted in a better understanding of, on a period-to-period comparative
     basis, the impact of sales results attributable to the business disposed of
     as well as ongoing  exchange rate  fluctuations on the Company's  operating
     results and financial condition.  The Company believes that this additional
     non-GAAP  information provides investors with an overall perspective of the
     period-to-period  performance of the Company's core business.  In addition,
     management  internally reviews each of these non-GAAP financial measures to
     evaluate  performance on a comparative  period-to-period  basis in terms of
     absolute  performance,  trends and expected future performance with respect
     to its core continuing business.



Item 2.05.      Costs Associated with Exit or Disposal Activities.

     On January 10, 2006,  the Company  issued a press  release  announcing  its
     decision,  made in late  December  2005 and further  developed up until the
     date of the press  release,  to eliminate  approximately  300  positions in
     manufacturing,  selling,  research and  administration,  principally in its
     European and North American operating regions. In connection with these job
     eliminations,  the Company expects to record pre-tax  restructuring charges
     of  approximately  $25 million to $30 million the majority of which will be
     recognized  in the  fourth  quarter  of 2005;  the  remaining  charges  are
     expected to be recognized  by June 30, 2006.  The actions taken result from
     the Company's  efforts to improve  efficiencies in its creative  facilities
     and global operating network,  and the charges relate primarily to employee
     separation.




Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibits
         99.1     Press Release of International Flavors & Fragrances Inc.,
                  dated January 10, 2006.


<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     INTERNATIONAL FLAVORS & FRAGRANCES INC.


Dated:  January 9, 2006               By:  /s/ Douglas J. Wetmore
                                      -----------------------------------------
                                      Name:    Douglas J. Wetmore
                                      Title:   Senior Vice President and
                                               Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

 Exhibit No.          Description
 -----------          -----------

 99.1                 Press Release of International Flavors & Fragrances Inc.,
                      dated January 10, 2006.

<PAGE>


           IFF ANNOUNCES PLANS TO CUT COSTS AND IMPROVE PROFITABILITY;
           -----------------------------------------------------------
                       COMMENTS ON 2005 SALES PERFORMANCE
                       ----------------------------------

     New York,  N.Y.,  January 10, 2006 ...  International  Flavors & Fragrances
     Inc. (NYSE: IFF) ("IFF" or "the Company")  announced its plans to eliminate
     approximately  300  positions  in  manufacturing,   selling,  research  and
     administration  functions,  principally  in its European and North American
     operating regions;  the reductions represent 6% of the Company's workforce.
     As a result of these actions,  the Company  anticipates  recording  pre-tax
     restructuring  charges of $25 million to $30 million, the majority of which
     will be recognized in the fourth  quarter 2005;  the remaining  charges are
     expected  to be  recognized  in the  first  half of 2006.  Essentially  all
     elements of the restructuring charges relate to employee separation.

     Richard A. Goldstein,  IFF's Chairman and CEO, stated,  "We are continually
     striving to ensure IFF's creative  facilities and global operating  network
     are as efficient as possible and fully  aligned with our  customers'  needs
     and expectations.  IFF has many hardworking and dedicated employees,  which
     made this decision difficult.  However,  these actions are a necessary part
     of our ongoing efforts to maintain and improve IFF's  profitability  in the
     economic environment in which we operate."

     The Company also announced  that,  consistent  with previous  expectations,
     full  year 2005  sales  declined  2% in  comparison  to the  prior  year in
     reported  dollars.  Sales  for 2005  benefited  from the  strengthening  of
     various currencies,  particularly the Euro, in relation to the U.S. dollar;
     had exchange rates remained constant, 2005 sales would have decreased 3% in
     comparison  to  the  prior  year.  Sales  in  2005  were  impacted  by  the
     disposition,  in the second half of 2004, of the Company's  European  fruit
     preparations  business. On an as-adjusted basis, excluding $58.3 million in
     sales  attributable  to the fruit  business from 2004  results,  2005 sales
     would have increased 1% in dollars and been flat in local currency.

     The Company  expects to release  earnings  for the 2005 fourth  quarter and
     full year on January 25, 2006, at which time additional  details  regarding
     the  restructuring  charges will be provided;  in the release,  the Company
     will also provide its initial guidance regarding 2006.

     About IFF
     ---------

     IFF is a leading creator and manufacturer of flavors and fragrances used in
     a wide variety of consumer  products--from  fine fragrances and toiletries,
     to soaps,  detergents and other household  products,  to beverages and food
     products.  IFF is dedicated to The Pursuit of  Excellence  in every area of
     its business,  using  knowledge,  creativity,  innovation and technology to
     continually provide customers with the highest quality products and service
     and superior consumer understanding.

     IFF has  sales,  manufacturing  and  creative  facilities  in 31  countries
     worldwide. For more information, please visit our Web site at www.iff.com.
<PAGE>
     Cautionary Statement Under the Private Securities  Litigation Reform Act of
     1995
     Statements in this report,  which are not historical  facts or information,
     are  "forward-looking   statements"  within  the  meaning  of  The  Private
     Securities  Litigation Reform Act of 1995. Such forward-looking  statements
     are based on management's  reasonable current assumptions and expectations.
     Certain of such forward-looking information may be identified by such terms
     as "expect", "anticipate", "believe", "may" and similar terms or variations
     thereof. All information  concerning the restructuring charges and expected
     savings,   and  other  future  financial  results  or  financial  position,
     constitutes  forward-looking  information.  Such forward-looking statements
     are based on management's  reasonable current assumptions and expectations.
     Such  forward-looking  statements  involve risks,  uncertainties  and other
     factors, which may cause the actual results of the Company to be materially
     different   from  any  future   results   expressed   or  implied  by  such
     forward-looking  statements,  and there  can be no  assurance  that  actual
     results will not differ  materially from  management's  expectations.  Such
     factors include, among others, the following: general economic and business
     conditions in the Company's markets, including economic,  population health
     and  political  uncertainties;  interest  rates;  the  price,  quality  and
     availability  of raw  materials;  the  Company's  ability to implement  its
     business  strategy,  including the achievement of anticipated cost savings,
     profitability  and growth  targets;  the impact of currency  fluctuation or
     devaluation in the Company's  principal  foreign markets and the success of
     the Company's hedging and risk management  strategies.  The Company intends
     its  forward-looking  statements  to  speak  only  as of the  time  of such
     statements  and  does  not  undertake  to  update  or  revise  them as more
     information  becomes  available  or to  reflect  changes  in  expectations,
     assumptions or results.

  Contact
  -------
  Douglas J. Wetmore
  Senior Vice President and
  Chief Financial Officer
  Phone: 212-708-7145
[{"type": "8-K", "sequence": "1", "filename": "a8k01092006.txt", "secsgml_size_bytes": 11701}]
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)       January 10, 2006
                                                     --------------------------

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
-------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         New York                    1-4858                     13-1432060
-------------------------------------------------------------------------------
(State or Other Jurisdiction      Commission                (I.R.S. Employer
  of Incorporation)               File Number)              Identification No.)

521 West 57th Street, New York, New York                         10019
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

Registrant's telephone number, including area code     (212) 765-5500
                                                   ----------------------------

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
>

Item 2.02.        Results of Operations and Financial Condition.

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of  International  Flavors & Fragrances Inc. (the  "Company")  dated January 10,
2006, reporting the Company's sales results for the full year 2005.

     The  discussion  of  the  Company's  sales  results   includes  and,  where
     indicated,  excludes the impact of sales  results  attributable  to certain
     non-core  business  disposed  of in 2004 as well as the effects of exchange
     rate   fluctuations.   Such  information  is  supplemental  to  information
     presented in  accordance  with  generally  accepted  accounting  principles
     (GAAP) and is not intended to represent a presentation  in accordance  with
     GAAP. In discussing its  historical  results and financial  condition,  the
     Company  believes it is meaningful for investors to be made aware of and to
     be assisted in a better understanding of, on a period-to-period comparative
     basis, the impact of sales results attributable to the business disposed of
     as well as ongoing  exchange rate  fluctuations on the Company's  operating
     results and financial condition.  The Company believes that this additional
     non-GAAP  information provides investors with an overall perspective of the
     period-to-period  performance of the Company's core business.  In addition,
     management  internally reviews each of these non-GAAP financial measures to
     evaluate  performance on a comparative  period-to-period  basis in terms of
     absolute  performance,  trends and expected future performance with respect
     to its core continuing business.

Item 2.05.      Costs Associated with Exit or Disposal Activities.

     On January 10, 2006,  the Company  issued a press  release  announcing  its
     decision,  made in late  December  2005 and further  developed up until the
     date of the press  release,  to eliminate  approximately  300  positions in
     manufacturing,  selling,  research and  administration,  principally in its
     European and North American operating regions. In connection with these job
     eliminations,  the Company expects to record pre-tax  restructuring charges
     of  approximately  $25 million to $30 million the majority of which will be
     recognized  in the  fourth  quarter  of 2005;  the  remaining  charges  are
     expected to be recognized  by June 30, 2006.  The actions taken result from
     the Company's  efforts to improve  efficiencies in its creative  facilities
     and global operating network,  and the charges relate primarily to employee
     separation.

Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibits
         99.1     Press Release of International Flavors & Fragrances Inc.,
                  dated January 10, 2006.
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

Dated:  January 9, 2006               By:  /s/ Douglas J. Wetmore
                                      -----------------------------------------
                                      Name:    Douglas J. Wetmore
                                      Title:   Senior Vice President and
                                               Chief Financial Officer
EXHIBIT INDEX

 Exhibit No.          Description
 -----------          -----------

 99.1                 Press Release of International Flavors & Fragrances Inc.,
                      dated January 10, 2006.
IFF ANNOUNCES PLANS TO CUT COSTS AND IMPROVE PROFITABILITY;
           -----------------------------------------------------------
                       COMMENTS ON 2005 SALES PERFORMANCE
                       ----------------------------------

     New York,  N.Y.,  January 10, 2006 ...  International  Flavors & Fragrances
     Inc. (NYSE: IFF) ("IFF" or "the Company")  announced its plans to eliminate
     approximately  300  positions  in  manufacturing,   selling,  research  and
     administration  functions,  principally  in its European and North American
     operating regions;  the reductions represent 6% of the Company's workforce.
     As a result of these actions,  the Company  anticipates  recording  pre-tax
     restructuring  charges of $25 million to $30 million, the majority of which
     will be recognized in the fourth  quarter 2005;  the remaining  charges are
     expected  to be  recognized  in the  first  half of 2006.  Essentially  all
     elements of the restructuring charges relate to employee separation.

     Richard A. Goldstein,  IFF's Chairman and CEO, stated,  "We are continually
     striving to ensure IFF's creative  facilities and global operating  network
     are as efficient as possible and fully  aligned with our  customers'  needs
     and expectations.  IFF has many hardworking and dedicated employees,  which
     made this decision difficult.  However,  these actions are a necessary part
     of our ongoing efforts to maintain and improve IFF's  profitability  in the
     economic environment in which we operate."

     The Company also announced  that,  consistent  with previous  expectations,
     full  year 2005  sales  declined  2% in  comparison  to the  prior  year in
     reported  dollars.  Sales  for 2005  benefited  from the  strengthening  of
     various currencies,  particularly the Euro, in relation to the U.S. dollar;
     had exchange rates remained constant, 2005 sales would have decreased 3% in
     comparison  to  the  prior  year.  Sales  in  2005  were  impacted  by  the
     disposition,  in the second half of 2004, of the Company's  European  fruit
     preparations  business. On an as-adjusted basis, excluding $58.3 million in
     sales  attributable  to the fruit  business from 2004  results,  2005 sales
     would have increased 1% in dollars and been flat in local currency.

     The Company  expects to release  earnings  for the 2005 fourth  quarter and
     full year on January 25, 2006, at which time additional  details  regarding
     the  restructuring  charges will be provided;  in the release,  the Company
     will also provide its initial guidance regarding 2006.

     About IFF
     ---------

     IFF is a leading creator and manufacturer of flavors and fragrances used in
     a wide variety of consumer  products--from  fine fragrances and toiletries,
     to soaps,  detergents and other household  products,  to beverages and food
     products.  IFF is dedicated to The Pursuit of  Excellence  in every area of
     its business,  using  knowledge,  creativity,  innovation and technology to
     continually provide customers with the highest quality products and service
     and superior consumer understanding.

     IFF has  sales,  manufacturing  and  creative  facilities  in 31  countries
     worldwide. For more information, please visit our Web site at www.iff.com.
Cautionary Statement Under the Private Securities  Litigation Reform Act of
     1995
     Statements in this report,  which are not historical  facts or information,
     are  "forward-looking   statements"  within  the  meaning  of  The  Private
     Securities  Litigation Reform Act of 1995. Such forward-looking  statements
     are based on management's  reasonable current assumptions and expectations.
     Certain of such forward-looking information may be identified by such terms
     as "expect", "anticipate", "believe", "may" and similar terms or variations
     thereof. All information  concerning the restructuring charges and expected
     savings,   and  other  future  financial  results  or  financial  position,
     constitutes  forward-looking  information.  Such forward-looking statements
     are based on management's  reasonable current assumptions and expectations.
     Such  forward-looking  statements  involve risks,  uncertainties  and other
     factors, which may cause the actual results of the Company to be materially
     different   from  any  future   results   expressed   or  implied  by  such
     forward-looking  statements,  and there  can be no  assurance  that  actual
     results will not differ  materially from  management's  expectations.  Such
     factors include, among others, the following: general economic and business
     conditions in the Company's markets, including economic,  population health
     and  political  uncertainties;  interest  rates;  the  price,  quality  and
     availability  of raw  materials;  the  Company's  ability to implement  its
     business  strategy,  including the achievement of anticipated cost savings,
     profitability  and growth  targets;  the impact of currency  fluctuation or
     devaluation in the Company's  principal  foreign markets and the success of
     the Company's hedging and risk management  strategies.  The Company intends
     its  forward-looking  statements  to  speak  only  as of the  time  of such
     statements  and  does  not  undertake  to  update  or  revise  them as more
     information  becomes  available  or to  reflect  changes  in  expectations,
     assumptions or results.

  Contact
  -------
  Douglas J. Wetmore
  Senior Vice President and
  Chief Financial Officer
  Phone: 212-708-7145