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)            October 10, 2006
                                                         ----------------------


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


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


521 West 57th Street, New York, New York                    10019
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(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 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in
               Fiscal Year.

     On October 10,  2006,  the Board of Directors  of  International  Flavors &
Fragrances  Inc.  ("IFF")  approved  various  amendments  to the  By-Laws of the
Corporation,  including amendments to Articles II and III. The amendments, which
became  effective on the same date,  (i) allow  directors  to execute  unanimous
written  consents  electronically,  (ii) clarify the election and appointment of
officers and enable the Chief Executive  Officer to appoint  officers at certain
levels,  and (iii) clarify who may be authorized to execute  contracts and other
instruments on behalf of the Company.

     A copy of the  Company's  By-Laws,  as amended  and  restated,  is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01.     Regulation FD

     Attached and incorporated herein by reference and being furnished hereby as
Exhibit  99.2  is a copy of a press  release  of IFF  dated  October 11,  2006,
announcing an increase in IFF's quarterly cash dividend to $.21 per share and a
new share repurchase  program of $300 million  (approximately 7.5 million shares
at the current market price).


Item 9.01.    Financial Statements and Exhibits.

(c)      Exhibits

         99.1     By-Laws of International Flavors & Fragrances Inc., as amended
                  effective as of October 10, 2006.

         99.2     Press Release of International Flavors & Fragrances Inc.,
                  dated October 11, 2006 relating to quarterly cash dividend
                  and share repurchase program.


<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:  October 11, 2006         By:  /s/ Dennis M. Meany
                                 --------------------------------------
                                 Name:    Dennis M. Meany
                                 Title:   Senior Vice President, General Counsel
                                          and Secretary
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.           Description
---------             -----------
   99.1         By-Laws of International Flavors & Fragrances Inc., as amended
                effective as of October 10, 2006.

   99.2         Press Release of International Flavors & Fragrances Inc., dated
                October 11, 2006 relating to quarterly cash dividend and share
                repurchase program


<PAGE>
                                                                Exhibit 99.1

                                     BY-LAWS

              (as adopted March 10, 1964, including all amendments
                        effective as of October 10, 2006)



                                     BY-LAWS
                                       of
                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                            (a New York corporation)



                                    ARTICLE I
                            Meetings of Stockholders


     SECTION 1. Annual  Meeting.  The annual meeting of the  stockholders of the
Corporation  for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place, on
such date and at such time as shall be designated from time to time by the Board
of Directors.

     SECTION 2. Special Meeting.  Special meetings of the  stockholders,  unless
otherwise  prescribed  by statute,  may be called at any time by the Chairman of
the Board, the Chief Executive Officer or the Board of Directors.

     SECTION 3. Notice of Meetings.  (a)  Nomination of Directors.  Only persons
who are nominated in accordance with the following  procedures shall be eligible
for  election  as  directors  of the  Corporation.  Nominations  of persons  for
election  to the  Board  of  Directors  may be made  at any  annual  meeting  of
stockholders,  or at any special meeting of stockholders  called for the purpose
of electing directors,  (i) by or at the direction of the Board of Directors (or
any  duly  authorized  committee  thereof)  or  (ii) by any  stockholder  of the
Corporation  (A) who is a stockholder of record on the date of the giving of the
notice  provided  for in  this  Section  3(a)  and on the  record  date  for the
determination  of  stockholders  entitled  to vote at such  meeting  and (B) who
complies with the notice procedures set forth in this Section 3(a).

     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper  written  form to the  Secretary  of the  Corporation.  To be  timely,  a
stockholder's  notice  to the  Secretary  must be  delivered  to or  mailed  and
received at the principal  executive  offices of the Corporation (i) in the case
of an annual  meeting,  not less than sixty (60) days nor more than  ninety (90)
days prior to the anniversary  date of the immediately  preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called  for a date that is not  within  thirty  (30) days  before or after  such
<PAGE>
anniversary  date,  notice by the  stockholder  in order to be timely must be so
received not later than the close of business on the tenth (10th) day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public  disclosure  of the date of the annual  meeting was made,  whichever
first occurs;  and (ii) in the case of a special meeting of stockholders  called
for the purpose of electing  directors,  not later than the close of business on
the  tenth  (10th)  day  following  the day on which  notice  of the date of the
special  meeting  was  mailed or public  disclosure  of the date of the  special
meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth (i) as to each person whom the  stockholder  proposes to nominate  for
election as a director (A) the name, age, business address and residence address
of the person, (B) the principal occupation or employment of the person, (C) the
class or series and number of shares of capital stock of the  Corporation  which
are owned  beneficially or of record by the person and (D) any other information
relating  to the  person  that  would be  required  to be  disclosed  in a proxy
statement or other filings required to be made in connection with  solicitations
of proxies for  election of directors  pursuant to Section 14 of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and the  rules and
regulations  promulgated  thereunder;  and (ii) as to the stockholder giving the
notice (A) the name and record  address  of such  stockholder,  (B) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially  or of  record  by  such  stockholder,  (C) a  description  of  all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which the nomination(s) are to be made by such stockholder, (D) a representation
that such stockholder  intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other information  relating
to such  stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for  election of  directors  pursuant to Section 14 of the  Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written  consent of each  proposed  nominee to being named as a nominee and to
serve as a director if elected. The Corporation may require any proposed nominee
to  furnish  such  other  information  as  may  reasonably  be  required  by the
Corporation to determine the  eligibility  of such proposed  nominee to serve as
director of the Corporation.

     Notwithstanding  anything in these By-Laws to the contrary, no person shall
be eligible for election as a director of the  Corporation  unless  nominated in
accordance  with the  procedures set forth in this Section 3(a). If the Chairman
of the meeting  determines that a nomination was not made in accordance with the
foregoing  procedures,  the  Chairman  shall  declare  to the  meeting  that the
nomination was defective and such defective nomination shall be disregarded.

     (b) Nature of  Business at Meetings  of  Stockholders.  No business  may be
transacted  at an annual  meeting of  stockholders,  other than business that is
either (i) specified in the notice of meeting (or any supplement  thereto) given
by or at the  direction  of the  Board  of  Directors  (or any  duly  authorized
committee thereof), (ii) otherwise properly brought before an annual meeting, by
or at the direction of the Board of Directors (or any duly authorized  committee
thereof) or (iii)  otherwise  properly  brought  before an annual meeting by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
<PAGE>
the giving of the notice  provided  for in this  Section  3(b) and on the record
date for the determination of stockholders  entitled to vote at such meeting and
(B) who complies with the notice procedures set forth in this Section 3(b).

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less  than  sixty  (60)  days  nor  more  than  ninety  (90)  days  prior to the
anniversary  date of the immediately  preceding  annual meeting of stockholders;
provided,  however,  that in the event that the  annual  meeting is called for a
date that is not within thirty (30) days before or after such anniversary  date,
notice by the  stockholder  in order to be timely must be so received  not later
than the close of business on the tenth  (10th) day  following  the day on which
such  notice  of the  date of the  annual  meeting  was  mailed  or such  public
disclosure of the date of the annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth as to each matter such stockholder  proposes to bring before an annual
meeting,  (i) a brief  description of the business  desired to be brought before
such meeting and the reasons for conducting such business at such meeting,  (ii)
the name and record address of such  stockholder,  (iii) the class or series and
number  of  shares  of  capital  stock  of  the  Corporation   which  are  owned
beneficially  or of  record  by  such  stockholder,  (iv) a  description  of all
arrangements or understandings  between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder  and any  material  interest  of such  stockholder  in such
business and (v) a  representation  that such  stockholder  intends to appear in
person or by proxy at the meeting to bring such  business  before such  meeting.
Notwithstanding the foregoing  provisions of this Section, a stockholder seeking
to have a proposal  included in the  Corporation's  proxy statement shall comply
with the  requirements  of Section 14 of the Exchange  Act,  including,  but not
limited to, Rule 14a-8 promulgated  thereunder or its successor  provision.  The
Corporation may require any stockholder to furnish such other information as may
reasonably be required by the  Corporation to determine if the business shall be
properly brought before an annual meeting of the stockholders.

     Notwithstanding  anything  in these  By-Laws to the  contrary,  no business
shall be conducted at an annual meeting of stockholders  except business brought
before such meeting in accordance with the procedures set forth in this Section;
provided,  however,  that,  once business has been properly  brought  before the
meeting in accordance with such  procedures,  nothing in this Section 3(b) shall
be deemed to preclude discussion by any stockholder of any such business. If the
Chairman of an annual meeting  determines that business was not properly brought
before such meeting in accordance  with the foregoing  procedures,  the Chairman
shall declare to the meeting that the business was not properly  brought  before
the meeting and such business shall not be transacted.
<PAGE>

     SECTION 4. Quorum.  At all meetings of the stockholders of the Corporation,
the  holders  of a majority  of the stock of the  Corporation  entitled  to vote
thereat,  present  in person  or by proxy,  shall  constitute  a quorum  for the
transaction of any business except as otherwise provided by law.

     SECTION 5. Order of Business.  The order of business at all meetings of the
stockholders  shall be as  determined  by the Chairman of the  meeting,  but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority in voting interest of the  stockholders  present at the
meeting in person or by proxy and entitled to vote thereat.

     SECTION 6. Organization;  Adjournment. At each meeting of the stockholders,
the  Chairman  of the  Board of the  Corporation,  or,  if he  shall  be  absent
therefrom,  the Chief Executive  Officer of the Corporation,  or, if he shall be
absent therefrom,  a President,  or, if he shall be absent therefrom,  any other
Vice-President  of the Corporation,  or, if the Chairman of the Board, the Chief
Executive Officer, a President and all the other Vice-Presidents shall be absent
from such meeting,  then some other officer of the  Corporation,  or, if all its
officers shall be absent  therefrom,  a stockholder  holding of record shares of
stock  of  the  Corporation  having  voting  powers,  or  the  proxy  of  such a
stockholder,  who is chosen  chairman  of such  meeting,  shall act as  chairman
thereof and preside  thereat;  and the Secretary of the  Corporation,  or, if he
shall be  absent  from  such  meeting,  or,  if he shall be  required  or chosen
pursuant to the provisions of this Section 6 to act as chairman of such meeting,
the person (who shall be an Assistant  Secretary of the  Corporation,  if any of
them shall be present  thereat)  whom the chairman of such meeting shall appoint
secretary of such  meeting,  shall act as secretary of such meeting and keep the
minutes thereof.

     If a quorum,  determined  in  accordance  with Article I, Section 4 hereof,
shall not be present or  represented  at any  meeting of the  stockholders,  the
Chairman of the meeting,  or if so requested by the Chairman,  the  stockholders
present in person or represented  by proxy,  shall have the power to adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be  present or  represented.  In  addition,  the
Chairman  of any  meeting of  stockholders  shall have the power to adjourn  the
meeting  at the  request  of the Board of  Directors  if the Board of  Directors
determines that  adjournment is necessary or appropriate to enable  stockholders
to consider fully  information  which the Board of Directors  determines has not
been made sufficiently or timely available to stockholders.

     SECTION 7. Voting.  When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having  voting power  present
in person or represented by proxy shall decide any question  brought before such
meeting,   except  as  otherwise   expressly  provided  by  the  Certificate  of
Incorporation or by Law. At each meeting of the stockholders  every  stockholder
of record of the Corporation  entitled to vote at such meeting shall be entitled
to one vote for each share of Common Stock  standing in his name on the books of
the  Corporation;  provided,  however,  that the Board of Directors  may fix, in
advance,  a date not more than sixty nor less than ten days prior to the date of
such meeting as the date as of which stockholders  entitled to notice of, and to
vote at, such meeting  shall be  determined,  and in case the Board of Directors
shall fix a date, only  stockholders of record on such date shall be entitled to
<PAGE>
notice of, and to vote at, such  meeting.  The vote of stock of the  Corporation
may be given by the  stockholder  entitled  thereto  in person or by proxy  duly
appointed by an instrument in writing  subscribed by such  stockholder or by his
attorney  thereunto  duly  authorized,  and  delivered  to the  Secretary of the
meeting.  Unless demanded by a stockholder of the Corporation  present in person
or by proxy at any meeting of the  stockholders  and entitled to vote thereat or
so directed by the  chairman of the  meeting,  the vote  thereat on any question
need not be by  ballot.  Upon a demand  of any  such  stockholder  for a vote by
ballot on any  question  or at the  direction  of such  chairman  that a vote by
ballot be taken on any question,  such vote shall be taken by ballot.  On a vote
by ballot each ballot shall be signed by the stockholder  voting, or in his name
by his  proxy,  if there be such  proxy,  and it shall show the number of shares
voted by him.

     SECTION 8. Inspectors of Election.  At any meeting of the stockholders,  an
inspector or inspectors of election may be appointed as provided in the Business
Corporation  Law and shall have duties as provided in said Law. An  inspector of
election need not be a stockholder  of the  Corporation,  and any officer of the
Corporation  may be an inspector  of election on any question  other than a vote
for or against his election to any position  with the  Corporation  or any other
question in which he may be directly interested.


                                   ARTICLE II
                               Board of Directors

     SECTION 1. General Powers. Except as otherwise provided in these By-laws or
in the Certificate of Incorporation,  the property,  business and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 2. Number.  The number of  directors  shall be nine* but the number
thereof may,  from time to time, be diminished to not less than six by amendment
of these By-laws. As used in these By-laws,  the term "whole Board of Directors"
shall mean the total number of directors which the Corporation would have at the
time if there were no vacancies.

     SECTION 3. Election of Directors.  At each meeting of the  stockholders for
the election of directors at which a quorum is present,  the persons receiving a
plurality  of the votes cast by the holders of stock  entitled  to vote  thereat
shall be the directors.  No person shall be eligible to serve as director of the
Corporation  after the date of,  or stand for the  re-election  at,  the  annual
meeting of  stockholders  which  follows  the date of his or her 72nd  birthday,
except that persons  serving as directors on February 8, 2000 who are re-elected
at the annual  meeting  held on May 18, 2000 (or any  adjournment  thereof)  may
continue  to  serve  as  directors  until  the  date of the  annual  meeting  of
stockholders held in 2001.

     SECTION 4.  Organization.  The Board of  Directors  may choose one of their
number as Chairman of the Board. At each meeting of the Board of Directors,  the
Chairman  of the  Board,  or, if there  shall be no  Chairman  or if he shall be

--------
* Amended from "eight" to "nine", effective July 1, 2006, by the Board of
Directors on June 27, 2006.

<PAGE>
absent,  the  Chief  Executive  Officer  of the  Corporation,  or in case of his
absence,  a President,  or in case of his  absence,  a chairman who shall be any
director  chosen by a majority of the directors  present  thereat,  shall act as
chairman of such meeting and preside thereat.  The Secretary of the Corporation,
or in the case of his absence,  any person (who shall be an Assistant  Secretary
of the  Corporation,  if an  Assistant  Secretary  of the  Corporation  shall be
present at such  meeting)  whom the  chairman  shall  appoint  secretary of such
meeting, shall act as secretary of such meeting and keep the minutes thereof.

     SECTION 5. Resignations.  Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors,  the
Chief  Executive  Officer  or  the  Secretary  of  the  Corporation.   Any  such
resignation shall take effect at the time specified therein,  then it shall take
effect immediately upon its receipt by such Board of Directors,  Chief Executive
Officer or Secretary; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

     SECTION 6. Vacancies. Vacancies occurring in the Board of Directors for any
reason,  except the removal of directors without cause by the stockholders,  may
be  filled by the  affirmative  vote of at least  two-thirds  (2/3) of the whole
Board of  Directors.  A director  elected to fill a vacancy  shall be elected to
hold  office  for  the  unexpired   term  of  his   predecessor.   Newly-created
directorships  resulting  from an  increase  in the number of  directors  may be
filled by vote of a majority of the directors then in office, although less than
a quorum exists.

     SECTION 7. Organization  Meeting.  After each annual election of directors,
the  Board  of  Directors  may  hold  a  regular  meeting  for  the  purpose  of
organization and the transaction of other business as soon as practicable on the
same day, at the place where other  regular  meetings of the Board of  Directors
are held.  Notice of such meeting need not be given. Such meeting may be held at
any  other  time or  place  which  shall  be  specified  in a  notice  given  as
hereinafter  provided  for  special  meetings  of the Board or in a consent  and
waiver of notice thereof signed by all the directors.

     SECTION 8.  Regular  Meetings.  Regular  meetings of the Board of Directors
shall be held at such other times and at such places within or without the State
of New  York or the  United  States  as the  Board  shall  from  time to time by
resolution  determine.  If any day fixed for a regular  meeting shall be a legal
holiday at the place  where the meeting is to be held,  then the  meeting  which
otherwise  would be held on that day  shall be held at the same hour on the next
succeeding business day. Notice of regular meetings need not be given.

     SECTION 9.  Special  Meetings;  Notice.  Special  meetings  of the Board of
Directors shall be held whenever called by the Chairman of the Board,  the Chief
Executive Officer of the Corporation, a President of the Corporation,  or by any
two (2) of the  directors  at the time in  office.  A  notice  shall be given as
hereinafter in this Section provided of each such special  meeting,  stating the
time and place  thereof.  Except as  otherwise  provided by law,  notice of each
meeting  shall be  given  by mail,  telegraph,  cable,  wireless,  telephone  or
personal delivery to each director,  at his residence or usual place of business
at  least  two (2) days  before  the day on which  such  meeting  is to be held;
provided,  however,  in the case of any  director  residing  outside  the United
States,  such notice shall be sent  addressed to him at such place by telegraph,
cable or wireless,  or be delivered  personally  or by telephone  not later than
five (5) days before the day on which such meeting is to be held.  Notice of any
<PAGE>
meeting of the Board need not, however,  be given to any director,  if waived by
him in writing  before or after the  meeting or if he shall  attend the  meeting
without protesting, prior thereto or at its commencement,  the lack of notice to
him.

     SECTION 10. Quorum and Manner of Acting.

     (a) A majority of the whole Board of  Directors  shall be present in person
at any meeting of the Board in order to constitute a quorum for the  transaction
of business at such meeting and,  except as otherwise  specifically  provided by
the Certificate of Incorporation, these By-laws or by law, the act of a majority
of the directors present at any such meeting, at which quorum is present,  shall
be the act of the Board.  In the  absence of a quorum from any such  meeting,  a
majority of the directors  present thereat may adjourn such meeting from time to
time until a quorum shall be present  thereat.  Notice of any adjourned  meeting
need not be given.

     (b) Unless  otherwise  restricted by the  Certificate of  Incorporation  or
these By-laws, any one or more members of the Board or any committee thereof may
participate  in a meeting  of the Board or  committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.

     (c) Any action  required or permitted to be taken by the Board of Directors
may be taken without a meeting,  provided  that all Board  members  individually
provide  written consent to that action (which may include consent by electronic
means);  and provided  further  that if such  consent is effected by  electronic
means,  such consent shall  include a description  of the action being taken and
the typed name of the  director,  which shall  constitute  the  legally  binding
electronic  signature of the director.  Such action by written consent will have
the same force and effect as a unanimous  vote of the Board of  Directors.  Such
written consent and any  counterparts  thereof will be filed with the minutes of
the proceedings of the Board of Directors.

     SECTION 11. Committees.  There may be an Executive Committee  consisting of
three or more directors as may be designated  from time to time by a majority of
the whole  Board of  Directors.  The  Chairman of the Board shall be a member ex
officio of the Executive  Committee.  Such Committee may meet at stated times or
on  notice to all by any of their  number.  During  the  intervals  between  the
meetings of the Board of Directors,  the Executive  Committee  shall possess and
may exercise, to the extent provided in the resolution of the Board of Directors
appointing such committee,  all the powers of the Board of Directors,  except as
otherwise  provided  in the  Business  Corporation  Law, in the  management  and
direction of the business and affairs of the  Corporation  in such manner as the
Executive  Committee  shall deem for the best interest of the  Corporation.  The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors  when  required,  but no approval by the Board of
Directors of the actions taken by the Executive Committee shall be required.

     A majority of the whole Board of Directors may also designate  directors to
constitute  one or more other  committees,  which shall in each case  consist of
such number of directors and shall have such duties and may exercise such powers
as the Board of Directors may determine.
<PAGE>

     A  majority  of the whole  Board may  designate  one or more  directors  as
alternate members of any such committee,  including the Executive Committee, who
may replace any absent member or members at any meeting of such committee.

     Each committee,  including the Executive Committee and each member thereof,
shall serve at the pleasure of the Board.

     SECTION  12  Removal.  Any  director  may  be  removed  with  cause  by the
affirmative  vote of at least two-thirds of the whole Board of Directors or with
or without cause by vote of the  stockholders  at a regular or special  meeting,
subject to the provisions of the Business Corporation Law.

     SECTION 13. Compensation. The directors and the members of any committee of
the  Corporation  provided for by resolution of the Board of Directors  shall be
entitled to be  reimbursed  for any  expenses,  including  all travel  expenses,
incurred  by them on  account  of their  attendance  at any  regular  or special
meeting  of the  Board  of  Directors  or of such  committee,  and the  Board of
Directors  may at any time or from time to time by  resolution  provide that the
Corporation  shall pay each such  director  or  member  of such  committee  such
compensation for his services as may be specified in such resolution. Nothing in
this  Section  shall be  construed  to preclude  any  director  from serving the
Corporation in any other capacity and receiving compensation therefor.

     SECTION 14. Indemnification.

     (a) Right to  indemnification.  The Corporation  shall indemnify any person
made,  or  threatened  to be made, a party to an action or  proceeding,  whether
civil or criminal,  by reason of the fact that he, or a person of whom he is the
legal  representative,  is or was a director or officer of the Corporation,  or,
while  serving as director or officer of the  Corporation,  is or was serving in
any capacity,  at the request of the Corporation,  any other  corporation or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against judgments,  fines,  amounts paid in settlement and reasonable  expenses,
including attorney's fees, incurred by such person as a result of such action or
proceeding, or any appeal therein, unless a judgment or other final adjudication
adverse to such person  establishes  that his acts, or the acts of the person of
whom he is the legal  representative,  were  committed  in bad faith or were the
result of active and  deliberate  dishonesty  and were  material to the cause of
action  so  adjudicated,  or that  he,  or the  person  of whom he is the  legal
representative,  personally gained in fact a financial profit or other advantage
to which he, or the other person of whom he is the legal representative, was not
legally entitled.  The Corporation shall advance to such person funds to pay for
such expenses,  including  attorney's fees, incurred by such person in defending
against any such action or proceeding, or any appeal therein, upon receipt of an
undertaking  by or on  behalf  of  such  person  to  repay  such  funds  to  the
Corporation  if a judgment  or other final  adjudication  adverse to such person
establishes  that his  acts,  or the acts of the  person of whom he is the legal
representative,  were  committed  in bad faith or were the  result of active and
deliberate  dishonesty and were material to the cause of action so  adjudicated,
or that he, or the  person of whom he is the  legal  representative,  personally
gained  in fact a  financial  profit  or other  advantage  to which  he, or such
person, was not legally entitled.
<PAGE>
     (b) Right of claimant to sue. If a claim under paragraph (a) is not paid in
full by the  Corporation  within  thirty  days  after a  written  claim has been
received by the Corporation,  the claimant may at any time thereafter bring suit
against  the  Corporation  to  recover  the unpaid  amount of the claim and,  if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expenses of the  prosecuting  such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final  disposition where the required
undertaking,  if any is required, has been tendered to the Corporation) that the
claimant, or the person of whom he is the legal representative,  has not met the
standard of conduct established in paragraph (a), but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action that  indemnification  of the claimant is proper  because the claimant or
such person has met the said standard of conduct, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its  stockholders)  that the claimant or such person has not met such applicable
standard of conduct,  shall be a defense to action or create a presumption  that
the claimant or such person has not met such standard of conduct.

     (c)  Non-exclusivity  of rights.  Subject to the  limitations  contained in
paragraph  (a),  the  right  to  indemnification  and the  payment  of  expenses
conferred  in this Section  shall not be deemed  exclusive of any other right to
which any person seeking  indemnification  or advancement or payment of expenses
may be entitled,  whether under any statute,  provision of the  Certification of
Incorporation,   by-law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

                                   ARTICLE III

                                    Officers

     SECTION 1. Number.  The elected officers of the Corporation shall include a
Chief Executive Officer,  Controller,  Treasurer and Secretary,  and may include
one or more Presidents, Executive Vice-Presidents or Senior Vice-Presidents. Any
two or more offices may be held by the same person,  except the offices of Chief
Executive Officer and Secretary.

     SECTION  2.  Election,  Term of  Office  and  Qualifications.  The  elected
officers of the Corporation  shall be chosen annually by the Board of Directors.
Each elected  officer shall hold office until his successor shall have been duly
chosen and shall qualify,  or until his death or until he shall resign, or shall
have been removed in the manner hereinafter provided.

     SECTION  3.  Additional  Officers.  In  addition  to the  elected  officers
mentioned in Section 1 of this  Article III, the Board of Directors  may appoint
such other  officers as the Board may  determine,  each of which  officers shall
hold office for such period,  have such authority and perform such duties as are
provided  in these  By-laws or as the Board of  Directors  may from time to time
determine.  In  addition,  the Chief  Executive  Officer may appoint  additional
<PAGE>
Vice-Presidents   below  the  level  of  Executive   Vice-President  and  Senior
Vice-President,  as the Chief  Executive  Officer may  determine,  and each such
appointed  Vice-President shall hold office for such period, have such authority
and  perform  such  duties  as are  provided  in these  By-laws  or as the Chief
Executive  Officer may from time to time  determine.  Each  elected  officer and
appointed  officer is referred to as an "officer" and are collectively  referred
to as the "officers."

     SECTION 4. Removal.  Any officer of the  Corporation  may be removed by the
Board of  Directors  with or  without  cause at any time.  The  Chief  Executive
Officer may only remove those officers appointed by the Chief Executive Officer.

     SECTION 5.  Resignations.  Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or to
the  Chief  Executive  Officer  or  Secretary  of  the  Corporation.   Any  such
resignation  shall take effect at the time  specified  therein,  or, if the time
when it shall become  effective  shall not be specified  therein,  then it shall
take  effect  immediately  upon its  receipt by such Board of  Directors,  Chief
Executive Officer or Secretary;  and, unless otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 6.  Vacancies.  A vacancy in any office due to death,  resignation,
removal,  disqualification  or any other cause shall be filled for the unexpired
portion  of the term in the  manner  prescribed  in these  By-laws  for  regular
appointments or elections to such office.

     SECTION 7. The Chief Executive  Officer.  The Chief Executive Officer shall
be the  chief  executive  officer  of the  Corporation  and shall  have  general
supervision of the business of the  Corporation  and over its several  officers,
subject,  however,  to the  control of the Board of  Directors.  He shall in the
absence of the Chairman of the Board preside at all meetings of the stockholders
and at all meetings of the Board of Directors.  He shall see that all orders and
resolutions  of the Board of Directors  are carried  into  effect.  He may sign,
execute and deliver in the name of the Corporation all deeds, mortgages,  bonds,
contracts or other instruments authorized by the Board of Directors except where
the signing,  execution or delivery thereof shall be expressly delegated to some
other officer or agent of the Corporation or where any of them shall be required
by law to be otherwise signed, executed or delivered,  and he may affix the seal
of the  Corporation to any  instrument  which shall require it. He shall perform
all duties  incident  to the office of Chief  Executive  Officer  and such other
duties as from time to time may be assigned to him by the Board of Directors.

     SECTION   8.  The   Presidents,   Executive   Vice-Presidents   and  Senior
Vice-Presidents.    Presidents,    Executive    Vice-Presidents    and    Senior
Vice-Presidents  shall have such powers and perform  such duties as the Board of
Directors may from time to time prescribe and shall perform such other duties as
may be  prescribed  by these  By-laws.  At the  request  of the Chief  Executive
Officer or, in the case of his  inability to act, a  President,  or an Executive
Vice-President or a Senior Vice-President,  if so designated by the Board, shall
have all the powers of, and be subject to all the  restrictions  upon, the Chief
Executive Officer.

     SECTION 9. The Vice-Presidents.  Each Vice-President shall have such powers
and  perform  such  duties  as the  Board  of  Directors  or,  in the  case of a
Vice-President  appointed by the Chief Executive Officer, as the Chief Executive
Officer may from time to time  prescribe  and shall perform such other duties as
<PAGE>
may be  prescribed  by these  By-laws.  At the  request  of the Chief  Executive
Officer,  or, in case of the  inability  of the Chief  Executive  Officer  and a
President to act, any of the Vice-Presidents, if so designated by the Board, may
perform the duties of the Chief Executive Officer, and when so acting shall have
all the  powers  of, and be  subject  to all the  restrictions  upon,  the Chief
Executive Officer.

     SECTION 10. The Treasurer. The Treasurer shall have the care and custody of
the books of account and of all the funds and securities of the Corporation, and
deposit the funds in the name of the  Corporation  in such bank or trust company
as the  directors  may  designate.  If required by the Board of  Directors,  the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall  determine.  He
shall  perform all the duties  incidental  to the office of  Treasurer  and such
other duties as from time to time may be assigned to him by the Chief  Executive
Officer or the Board of Directors.

     SECTION 11. The Controller.  The Controller shall maintain adequate records
of all  assets,  liabilities  and  transactions  of the  Corporation,  and  have
adequate  audits  thereof  currently and regularly  made. In addition,  he shall
perform  such other  duties  relating  to the  finances  of the  Corporation  or
otherwise,  as may be prescribed by the Board of Directors,  the Chief Executive
Officer or the Treasurer.

     SECTION 12. The Secretary.  The Secretary  shall attend all meetings of the
Board of Directors and of the  stockholders and record all votes and the minutes
of all  proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required.  He shall give, or cause to be
given,  notice of all meeting of the  stockholders  and special  meetings of the
Board of Directors,  and shall perform such other duties as may be prescribed by
the Board of Directors or Chief Executive  Officer,  under whose  supervision he
shall be. He shall keep or cause to be kept a stock-book,  containing the names,
alphabetically arranged, of all persons who are stockholders of the Corporation,
showing their places of  residence,  the number of shares of stock owned by them
respectively, the times when they respectively became the owners thereof and the
amount paid thereon.  He shall keep in safe custody the seal of the  Corporation
and, when properly  authorized,  affix the same to any  instrument  requiring it
and, when so affixed,  it shall be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary.


     SECTION 13. Salaries. The salaries of the officers of the Corporation shall
be fixed from time to time by the Board of Directors,  and none of such officers
shall be prevented from receiving a salary by reason of the fact that he is also
a member of the Board.

                                   ARTICLE IV

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

     SECTION 1. Execution of Contracts, etc. Except as otherwise required by law
or by these By-laws, any officer or officers, agent or agents, may be authorized
by the Board of Directors,  or in the case of an officer  appointed by the Chief
Executive  Officer,  by either  the Board of  Directors  or the Chief  Executive
<PAGE>
Officer to execute and deliver any contract or other  instrument  in the name of
the Corporation and on its behalf.

     SECTION 2. Checks, Drafts, etc. All checks, drafts and other orders for the
payment of money, bills of lading,  warehouse  receipts,  obligations,  bills of
exchange  and  insurance  certificates  shall  be  signed  or  endorsed,  except
endorsements for collection for the account of the Corporation or for deposit to
its credit, by such officer or officers,  agent or agents of the Corporation and
in such manner as shall from time to time be  determined  by  resolution  of the
Board of Directors.

     SECTION 3. Deposits.  All funds of the Corporation  not otherwise  employed
shall  be  deposited  from  time to time to the  credit  of the  Corporation  or
otherwise as the Board of Directors,  or any officer of the  Corporation to whom
power in that  respect  shall have been  delegated,  shall direct in such banks,
trust  companies  or other  depositories  as said  Board may select or as may be
selected by any officer or  officers  or agent or agents of the  Corporation  to
whom power in that respect shall have been delegated. For the purpose of deposit
and for the purpose of collection  for the account of the  Corporation,  checks,
drafts and other  orders for the payment of money which are payable to the order
of the  Corporation  may be endorsed,  assigned and  delivered by any officer or
agent of the Corporation.

     SECTION 4. General and Special Bank  Accounts.  The Board of Directors  may
from time to time  authorize the opening and keeping of general and special bank
accounts with such banks,  trust companies or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers, agent or
agents  of the  Corporation  to whom  power  in that  respect  shall  have  been
delegated.  The Board of Directors may make such special  rules and  regulations
with respect to such bank  accounts,  not  inconsistent  with the  provisions of
these By-laws, as it may deem expedient.

                                    ARTICLE V

                            Shares and Their Transfer

     SECTION 1  Certificates  for Stock.  Every  owner of shares of stock of the
Corporation  shall be entitled to have a certificate  therefor,  in such form as
the Board of  Directors  shall  prescribe,  certifying  the  number and class of
shares thereof owned by him. The certificates  representing such shares shall be
numbered  in the order in which  they shall be issued and shall be signed in the
name  of the  Corporation  by  the  Chairman  of the  Board,  a  President  or a
Vice-President,  and by the Treasurer or the Secretary or an Assistant Treasurer
or Assistant Secretary of the Corporation and its seal shall be affixed thereto;
provided,  however, that where such certificate is signed by a transfer agent or
registered by a registrar other than the Corporation itself or its employee,  if
the Board of Directors shall by resolution so authorize,  the signatures of such
Chairman  of the Board,  President,  or  Vice-President,  Treasurer,  Secretary,
Assistant  Treasurer or Assistant  Secretary and the seal of the Corporation may
be facsimile.  In case any officer or officers of the Corporation who shall have
signed,  or whose  facsimile  signature  or  signatures  has been  placed upon a
certificate or certificates shall cease to be such officer or officers,  whether
by reason  of death,  resignation  or  otherwise,  before  such  certificate  or
<PAGE>
certificates  shall have been delivered by the Corporation,  such certificate or
certificates  may  nevertheless  be adopted by the Corporation and be issued and
delivered  as  if  the  person  or  persons  who  signed  such   certificate  or
certificates  had not ceased to be such officer or  officers.  A record shall be
kept of the respective  names of the persons,  firms or corporations  owning the
shares  represented by certificates for stock of the Corporation,  the number of
shares represented by such certificates,  respectively, and the respective dates
thereof,  and in case of  cancellation,  the respective  dates of  cancellation.
Every certificate  surrendered to the Corporation for exchange or transfer shall
be  canceled  and a new  certificate  or  certificates  shall  not be  issued in
exchange for any existing  certificate,  until such existing  certificate  shall
have been so canceled  except in cases provided for in Section 4 of this Article
V.

     SECTION  2.  Transfers  of Stock.  Transfers  of shares of the stock of the
Corporation shall be made on the books of the Corporation only by the registered
holder  thereof,  or by his attorney  thereunto  authorized by power of attorney
duly executed and filed with the Secretary of the Corporation or with a transfer
clerk or transfer  agent  appointed  as in Section 3 of this Article V provided,
and on surrender of the  certificate or  certificates  for such shares  properly
endorsed and the payment of all taxes  thereon.  The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.

     SECTION  3.  Regulations.  The Board of  Directors  may make such rules and
regulations,  as it may be deem expedient,  not inconsistent with these By-laws,
concerning the issue,  transfer and  registration of certificates  for shares of
the stock of the Corporation.  It may appoint,  or authorize any elected officer
or officers  to appoint,  one or more  Transfer  Clerks or one or more  Transfer
Agents or one or more  Registrars,  and may require all certificates of stock to
bear the signature or signatures of any of them.

     SECTION 4. Lost,  Destroyed and Mutilated  Certificates.  The holder of any
share of stock of the Corporation  shall  immediately  notify the Corporation of
any  loss,  destruction  or  mutilation  of the  certificate  therefor,  and the
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his legal  representatives to give the Corporation a bond in such
sum, limited or unlimited, and in such form and with such surety or sureties, as
the Board shall in its  uncontrolled  discretion  determine,  to  indemnify  the
Corporation  against  any claim  that may be made  against  it on account of the
alleged loss or destruction of any such certificate, or the issuance of such new
certificate.  The Board of Directors,  however,  may in its discretion refuse to
issue any such new certificate,  except pursuant to legal  proceedings under the
laws of the State of New York in such case made and provided.

                                   ARTICLE VI

                                      Seal

     The seal of the  Corporation  shall be in the form of a  circle,  and shall
bear the full name of the Corporation and the year of its incorporation.

<PAGE>

                                   ARTICLE VII

                                   Fiscal Year

     The fiscal year of the Corporation  shall end with the  thirty-first day of
December in each year.

                                  ARTICLE VIII

                                   Amendments

     The Board of Directors  shall have the power to amend,  repeal or adopt the
By-laws of the Corporation,  and the By-laws may be amended, repealed or adopted
by the stockholders entitled at the time to vote in the election of directors.
<PAGE>

                                                               Exhibit 99.2

                           IFF INCREASES DIVIDEND 14%;
                           ---------------------------
               ANNOUNCES NEW $300 MILLION SHARE REPURCHASE PROGRAM
               ---------------------------------------------------
                        COVERING 8% OF SHARES OUTSTANDING
                        ---------------------------------

New York,  N.Y.,  October 11, 2006 -  International  Flavors &  Fragrances  Inc.
(NYSE:  IFF) ("IFF" or "the Company"),  announced  today an increased  quarterly
dividend.  The IFF Board of Directors approved a regular quarterly cash dividend
of 21 cents per  share,  an  increase  of 2.5  cents or 14% from the level  paid
earlier.  The cash dividend is payable January 8, 2007 to shareholders of record
on December 21, 2006.

The Company also announced that its Board of Directors had authorized a new $300
million share repurchase program which is expected to be completed over the next
18 - 24 months;  an existing  $200  million  authorization,  in effect since May
2005, is nearly  complete.  At the current  market price,  the new program would
enable  the  repurchase  of  approximately  7.5  million  shares or 8% of shares
currently outstanding.  The purchases will be made from time to time on the open
market or  through  private  transactions  as  market  and  business  conditions
warrant.

Robert M. Amen, IFF's Chairman and Chief Executive Officer stated, "I am pleased
with the progress our businesses are  delivering.  We're confident in our growth
prospects and our ability to build  shareholder  value. The Company's  operating
results and strong cash flows enable us to invest in our people and capabilities
to meet the needs of our customer, while at the same time returning funds to our
shareholders.  We are  committed  to  serving  the  needs  of our  shareholders,
customers and colleagues."

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 30
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",
"believe", "may", "outlook", "guidance" and similar terms or variations thereof.
All information  concerning  future  revenues,  tax rates or benefits,  interest
savings,  earnings and other  future  financial  results or financial  position,
constitutes forward-looking information. Such forward-looking statements involve
significant  risks,  uncertainties  and other  factors.  Actual  results  of the
Company may differ  materially  from any future results  expressed or implied by
such  forward-looking  statements.  Such  factors  include,  among  others,  the
<PAGE>
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
outcome of  uncertainties  related to litigation;  uncertainties  related to any
potential  claims and rights of  indemnification  or other recovery for customer
and consumer reaction to its earlier contamination issue; the impact of possible
pension funding  obligations and increased pension expense on the Company's cash
flow  and  results  of  operations;  and the  effect  of  legal  and  regulatory
proceedings,  as well as restrictions  imposed on the Company, its operations or
its   representatives   by  foreign   governments.   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.

                             * * * * * * * * * *
[{"type": "8-K", "sequence": "1", "filename": "a8k10112006.txt", "secsgml_size_bytes": 57351}]
{"company-data": {"conformed-name": "INTERNATIONAL FLAVORS & FRAGRANCES INC", "cik": "0000051253", "assigned-sic": "2860", "irs-number": "131432060", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04858", "film-number": "061140308"}, "business-address": {"street1": "521 W 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127655500"}, "mail-address": {"street1": "521 W 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "VANAMERIGEN HAEBLER INC", "date-changed": "19680426"}}
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)            October 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 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in
               Fiscal Year.

     On October 10,  2006,  the Board of Directors  of  International  Flavors &
Fragrances  Inc.  ("IFF")  approved  various  amendments  to the  By-Laws of the
Corporation,  including amendments to Articles II and III. The amendments, which
became  effective on the same date,  (i) allow  directors  to execute  unanimous
written  consents  electronically,  (ii) clarify the election and appointment of
officers and enable the Chief Executive  Officer to appoint  officers at certain
levels,  and (iii) clarify who may be authorized to execute  contracts and other
instruments on behalf of the Company.

     A copy of the  Company's  By-Laws,  as amended  and  restated,  is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01.     Regulation FD

     Attached and incorporated herein by reference and being furnished hereby as
Exhibit  99.2  is a copy of a press  release  of IFF  dated  October 11,  2006,
announcing an increase in IFF's quarterly cash dividend to $.21 per share and a
new share repurchase  program of $300 million  (approximately 7.5 million shares
at the current market price).

Item 9.01.    Financial Statements and Exhibits.

(c)      Exhibits

         99.1     By-Laws of International Flavors & Fragrances Inc., as amended
                  effective as of October 10, 2006.

         99.2     Press Release of International Flavors & Fragrances Inc.,
                  dated October 11, 2006 relating to quarterly cash dividend
                  and share repurchase program.
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:  October 11, 2006         By:  /s/ Dennis M. Meany
                                 --------------------------------------
                                 Name:    Dennis M. Meany
                                 Title:   Senior Vice President, General Counsel
                                          and Secretary
EXHIBIT INDEX

Exhibit No.           Description
---------             -----------
   99.1         By-Laws of International Flavors & Fragrances Inc., as amended
                effective as of October 10, 2006.

   99.2         Press Release of International Flavors & Fragrances Inc., dated
                October 11, 2006 relating to quarterly cash dividend and share
                repurchase program
Exhibit 99.1

                                     BY-LAWS

              (as adopted March 10, 1964, including all amendments
                        effective as of October 10, 2006)

                                     BY-LAWS
                                       of
                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                            (a New York corporation)

                                    ARTICLE I
                            Meetings of Stockholders

     SECTION 1. Annual  Meeting.  The annual meeting of the  stockholders of the
Corporation  for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place, on
such date and at such time as shall be designated from time to time by the Board
of Directors.

     SECTION 2. Special Meeting.  Special meetings of the  stockholders,  unless
otherwise  prescribed  by statute,  may be called at any time by the Chairman of
the Board, the Chief Executive Officer or the Board of Directors.

     SECTION 3. Notice of Meetings.  (a)  Nomination of Directors.  Only persons
who are nominated in accordance with the following  procedures shall be eligible
for  election  as  directors  of the  Corporation.  Nominations  of persons  for
election  to the  Board  of  Directors  may be made  at any  annual  meeting  of
stockholders,  or at any special meeting of stockholders  called for the purpose
of electing directors,  (i) by or at the direction of the Board of Directors (or
any  duly  authorized  committee  thereof)  or  (ii) by any  stockholder  of the
Corporation  (A) who is a stockholder of record on the date of the giving of the
notice  provided  for in  this  Section  3(a)  and on the  record  date  for the
determination  of  stockholders  entitled  to vote at such  meeting  and (B) who
complies with the notice procedures set forth in this Section 3(a).

     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper  written  form to the  Secretary  of the  Corporation.  To be  timely,  a
stockholder's  notice  to the  Secretary  must be  delivered  to or  mailed  and
received at the principal  executive  offices of the Corporation (i) in the case
of an annual  meeting,  not less than sixty (60) days nor more than  ninety (90)
days prior to the anniversary  date of the immediately  preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called  for a date that is not  within  thirty  (30) days  before or after  such
anniversary  date,  notice by the  stockholder  in order to be timely must be so
received not later than the close of business on the tenth (10th) day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public  disclosure  of the date of the annual  meeting was made,  whichever
first occurs;  and (ii) in the case of a special meeting of stockholders  called
for the purpose of electing  directors,  not later than the close of business on
the  tenth  (10th)  day  following  the day on which  notice  of the date of the
special  meeting  was  mailed or public  disclosure  of the date of the  special
meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth (i) as to each person whom the  stockholder  proposes to nominate  for
election as a director (A) the name, age, business address and residence address
of the person, (B) the principal occupation or employment of the person, (C) the
class or series and number of shares of capital stock of the  Corporation  which
are owned  beneficially or of record by the person and (D) any other information
relating  to the  person  that  would be  required  to be  disclosed  in a proxy
statement or other filings required to be made in connection with  solicitations
of proxies for  election of directors  pursuant to Section 14 of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and the  rules and
regulations  promulgated  thereunder;  and (ii) as to the stockholder giving the
notice (A) the name and record  address  of such  stockholder,  (B) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially  or of  record  by  such  stockholder,  (C) a  description  of  all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which the nomination(s) are to be made by such stockholder, (D) a representation
that such stockholder  intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other information  relating
to such  stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for  election of  directors  pursuant to Section 14 of the  Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written  consent of each  proposed  nominee to being named as a nominee and to
serve as a director if elected. The Corporation may require any proposed nominee
to  furnish  such  other  information  as  may  reasonably  be  required  by the
Corporation to determine the  eligibility  of such proposed  nominee to serve as
director of the Corporation.

     Notwithstanding  anything in these By-Laws to the contrary, no person shall
be eligible for election as a director of the  Corporation  unless  nominated in
accordance  with the  procedures set forth in this Section 3(a). If the Chairman
of the meeting  determines that a nomination was not made in accordance with the
foregoing  procedures,  the  Chairman  shall  declare  to the  meeting  that the
nomination was defective and such defective nomination shall be disregarded.

     (b) Nature of  Business at Meetings  of  Stockholders.  No business  may be
transacted  at an annual  meeting of  stockholders,  other than business that is
either (i) specified in the notice of meeting (or any supplement  thereto) given
by or at the  direction  of the  Board  of  Directors  (or any  duly  authorized
committee thereof), (ii) otherwise properly brought before an annual meeting, by
or at the direction of the Board of Directors (or any duly authorized  committee
thereof) or (iii)  otherwise  properly  brought  before an annual meeting by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
the giving of the notice  provided  for in this  Section  3(b) and on the record
date for the determination of stockholders  entitled to vote at such meeting and
(B) who complies with the notice procedures set forth in this Section 3(b).

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less  than  sixty  (60)  days  nor  more  than  ninety  (90)  days  prior to the
anniversary  date of the immediately  preceding  annual meeting of stockholders;
provided,  however,  that in the event that the  annual  meeting is called for a
date that is not within thirty (30) days before or after such anniversary  date,
notice by the  stockholder  in order to be timely must be so received  not later
than the close of business on the tenth  (10th) day  following  the day on which
such  notice  of the  date of the  annual  meeting  was  mailed  or such  public
disclosure of the date of the annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth as to each matter such stockholder  proposes to bring before an annual
meeting,  (i) a brief  description of the business  desired to be brought before
such meeting and the reasons for conducting such business at such meeting,  (ii)
the name and record address of such  stockholder,  (iii) the class or series and
number  of  shares  of  capital  stock  of  the  Corporation   which  are  owned
beneficially  or of  record  by  such  stockholder,  (iv) a  description  of all
arrangements or understandings  between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder  and any  material  interest  of such  stockholder  in such
business and (v) a  representation  that such  stockholder  intends to appear in
person or by proxy at the meeting to bring such  business  before such  meeting.
Notwithstanding the foregoing  provisions of this Section, a stockholder seeking
to have a proposal  included in the  Corporation's  proxy statement shall comply
with the  requirements  of Section 14 of the Exchange  Act,  including,  but not
limited to, Rule 14a-8 promulgated  thereunder or its successor  provision.  The
Corporation may require any stockholder to furnish such other information as may
reasonably be required by the  Corporation to determine if the business shall be
properly brought before an annual meeting of the stockholders.

     Notwithstanding  anything  in these  By-Laws to the  contrary,  no business
shall be conducted at an annual meeting of stockholders  except business brought
before such meeting in accordance with the procedures set forth in this Section;
provided,  however,  that,  once business has been properly  brought  before the
meeting in accordance with such  procedures,  nothing in this Section 3(b) shall
be deemed to preclude discussion by any stockholder of any such business. If the
Chairman of an annual meeting  determines that business was not properly brought
before such meeting in accordance  with the foregoing  procedures,  the Chairman
shall declare to the meeting that the business was not properly  brought  before
the meeting and such business shall not be transacted.
SECTION 4. Quorum.  At all meetings of the stockholders of the Corporation,
the  holders  of a majority  of the stock of the  Corporation  entitled  to vote
thereat,  present  in person  or by proxy,  shall  constitute  a quorum  for the
transaction of any business except as otherwise provided by law.

     SECTION 5. Order of Business.  The order of business at all meetings of the
stockholders  shall be as  determined  by the Chairman of the  meeting,  but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority in voting interest of the  stockholders  present at the
meeting in person or by proxy and entitled to vote thereat.

     SECTION 6. Organization;  Adjournment. At each meeting of the stockholders,
the  Chairman  of the  Board of the  Corporation,  or,  if he  shall  be  absent
therefrom,  the Chief Executive  Officer of the Corporation,  or, if he shall be
absent therefrom,  a President,  or, if he shall be absent therefrom,  any other
Vice-President  of the Corporation,  or, if the Chairman of the Board, the Chief
Executive Officer, a President and all the other Vice-Presidents shall be absent
from such meeting,  then some other officer of the  Corporation,  or, if all its
officers shall be absent  therefrom,  a stockholder  holding of record shares of
stock  of  the  Corporation  having  voting  powers,  or  the  proxy  of  such a
stockholder,  who is chosen  chairman  of such  meeting,  shall act as  chairman
thereof and preside  thereat;  and the Secretary of the  Corporation,  or, if he
shall be  absent  from  such  meeting,  or,  if he shall be  required  or chosen
pursuant to the provisions of this Section 6 to act as chairman of such meeting,
the person (who shall be an Assistant  Secretary of the  Corporation,  if any of
them shall be present  thereat)  whom the chairman of such meeting shall appoint
secretary of such  meeting,  shall act as secretary of such meeting and keep the
minutes thereof.

     If a quorum,  determined  in  accordance  with Article I, Section 4 hereof,
shall not be present or  represented  at any  meeting of the  stockholders,  the
Chairman of the meeting,  or if so requested by the Chairman,  the  stockholders
present in person or represented  by proxy,  shall have the power to adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be  present or  represented.  In  addition,  the
Chairman  of any  meeting of  stockholders  shall have the power to adjourn  the
meeting  at the  request  of the Board of  Directors  if the Board of  Directors
determines that  adjournment is necessary or appropriate to enable  stockholders
to consider fully  information  which the Board of Directors  determines has not
been made sufficiently or timely available to stockholders.

     SECTION 7. Voting.  When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having  voting power  present
in person or represented by proxy shall decide any question  brought before such
meeting,   except  as  otherwise   expressly  provided  by  the  Certificate  of
Incorporation or by Law. At each meeting of the stockholders  every  stockholder
of record of the Corporation  entitled to vote at such meeting shall be entitled
to one vote for each share of Common Stock  standing in his name on the books of
the  Corporation;  provided,  however,  that the Board of Directors  may fix, in
advance,  a date not more than sixty nor less than ten days prior to the date of
such meeting as the date as of which stockholders  entitled to notice of, and to
vote at, such meeting  shall be  determined,  and in case the Board of Directors
shall fix a date, only  stockholders of record on such date shall be entitled to
notice of, and to vote at, such  meeting.  The vote of stock of the  Corporation
may be given by the  stockholder  entitled  thereto  in person or by proxy  duly
appointed by an instrument in writing  subscribed by such  stockholder or by his
attorney  thereunto  duly  authorized,  and  delivered  to the  Secretary of the
meeting.  Unless demanded by a stockholder of the Corporation  present in person
or by proxy at any meeting of the  stockholders  and entitled to vote thereat or
so directed by the  chairman of the  meeting,  the vote  thereat on any question
need not be by  ballot.  Upon a demand  of any  such  stockholder  for a vote by
ballot on any  question  or at the  direction  of such  chairman  that a vote by
ballot be taken on any question,  such vote shall be taken by ballot.  On a vote
by ballot each ballot shall be signed by the stockholder  voting, or in his name
by his  proxy,  if there be such  proxy,  and it shall show the number of shares
voted by him.

     SECTION 8. Inspectors of Election.  At any meeting of the stockholders,  an
inspector or inspectors of election may be appointed as provided in the Business
Corporation  Law and shall have duties as provided in said Law. An  inspector of
election need not be a stockholder  of the  Corporation,  and any officer of the
Corporation  may be an inspector  of election on any question  other than a vote
for or against his election to any position  with the  Corporation  or any other
question in which he may be directly interested.

                                   ARTICLE II
                               Board of Directors

     SECTION 1. General Powers. Except as otherwise provided in these By-laws or
in the Certificate of Incorporation,  the property,  business and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 2. Number.  The number of  directors  shall be nine* but the number
thereof may,  from time to time, be diminished to not less than six by amendment
of these By-laws. As used in these By-laws,  the term "whole Board of Directors"
shall mean the total number of directors which the Corporation would have at the
time if there were no vacancies.

     SECTION 3. Election of Directors.  At each meeting of the  stockholders for
the election of directors at which a quorum is present,  the persons receiving a
plurality  of the votes cast by the holders of stock  entitled  to vote  thereat
shall be the directors.  No person shall be eligible to serve as director of the
Corporation  after the date of,  or stand for the  re-election  at,  the  annual
meeting of  stockholders  which  follows  the date of his or her 72nd  birthday,
except that persons  serving as directors on February 8, 2000 who are re-elected
at the annual  meeting  held on May 18, 2000 (or any  adjournment  thereof)  may
continue  to  serve  as  directors  until  the  date of the  annual  meeting  of
stockholders held in 2001.

     SECTION 4.  Organization.  The Board of  Directors  may choose one of their
number as Chairman of the Board. At each meeting of the Board of Directors,  the
Chairman  of the  Board,  or, if there  shall be no  Chairman  or if he shall be

--------
* Amended from "eight" to "nine", effective July 1, 2006, by the Board of
Directors on June 27, 2006.
absent,  the  Chief  Executive  Officer  of the  Corporation,  or in case of his
absence,  a President,  or in case of his  absence,  a chairman who shall be any
director  chosen by a majority of the directors  present  thereat,  shall act as
chairman of such meeting and preside thereat.  The Secretary of the Corporation,
or in the case of his absence,  any person (who shall be an Assistant  Secretary
of the  Corporation,  if an  Assistant  Secretary  of the  Corporation  shall be
present at such  meeting)  whom the  chairman  shall  appoint  secretary of such
meeting, shall act as secretary of such meeting and keep the minutes thereof.

     SECTION 5. Resignations.  Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors,  the
Chief  Executive  Officer  or  the  Secretary  of  the  Corporation.   Any  such
resignation shall take effect at the time specified therein,  then it shall take
effect immediately upon its receipt by such Board of Directors,  Chief Executive
Officer or Secretary; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

     SECTION 6. Vacancies. Vacancies occurring in the Board of Directors for any
reason,  except the removal of directors without cause by the stockholders,  may
be  filled by the  affirmative  vote of at least  two-thirds  (2/3) of the whole
Board of  Directors.  A director  elected to fill a vacancy  shall be elected to
hold  office  for  the  unexpired   term  of  his   predecessor.   Newly-created
directorships  resulting  from an  increase  in the number of  directors  may be
filled by vote of a majority of the directors then in office, although less than
a quorum exists.

     SECTION 7. Organization  Meeting.  After each annual election of directors,
the  Board  of  Directors  may  hold  a  regular  meeting  for  the  purpose  of
organization and the transaction of other business as soon as practicable on the
same day, at the place where other  regular  meetings of the Board of  Directors
are held.  Notice of such meeting need not be given. Such meeting may be held at
any  other  time or  place  which  shall  be  specified  in a  notice  given  as
hereinafter  provided  for  special  meetings  of the Board or in a consent  and
waiver of notice thereof signed by all the directors.

     SECTION 8.  Regular  Meetings.  Regular  meetings of the Board of Directors
shall be held at such other times and at such places within or without the State
of New  York or the  United  States  as the  Board  shall  from  time to time by
resolution  determine.  If any day fixed for a regular  meeting shall be a legal
holiday at the place  where the meeting is to be held,  then the  meeting  which
otherwise  would be held on that day  shall be held at the same hour on the next
succeeding business day. Notice of regular meetings need not be given.

     SECTION 9.  Special  Meetings;  Notice.  Special  meetings  of the Board of
Directors shall be held whenever called by the Chairman of the Board,  the Chief
Executive Officer of the Corporation, a President of the Corporation,  or by any
two (2) of the  directors  at the time in  office.  A  notice  shall be given as
hereinafter in this Section provided of each such special  meeting,  stating the
time and place  thereof.  Except as  otherwise  provided by law,  notice of each
meeting  shall be  given  by mail,  telegraph,  cable,  wireless,  telephone  or
personal delivery to each director,  at his residence or usual place of business
at  least  two (2) days  before  the day on which  such  meeting  is to be held;
provided,  however,  in the case of any  director  residing  outside  the United
States,  such notice shall be sent  addressed to him at such place by telegraph,
cable or wireless,  or be delivered  personally  or by telephone  not later than
five (5) days before the day on which such meeting is to be held.  Notice of any
meeting of the Board need not, however,  be given to any director,  if waived by
him in writing  before or after the  meeting or if he shall  attend the  meeting
without protesting, prior thereto or at its commencement,  the lack of notice to
him.

     SECTION 10. Quorum and Manner of Acting.

     (a) A majority of the whole Board of  Directors  shall be present in person
at any meeting of the Board in order to constitute a quorum for the  transaction
of business at such meeting and,  except as otherwise  specifically  provided by
the Certificate of Incorporation, these By-laws or by law, the act of a majority
of the directors present at any such meeting, at which quorum is present,  shall
be the act of the Board.  In the  absence of a quorum from any such  meeting,  a
majority of the directors  present thereat may adjourn such meeting from time to
time until a quorum shall be present  thereat.  Notice of any adjourned  meeting
need not be given.

     (b) Unless  otherwise  restricted by the  Certificate of  Incorporation  or
these By-laws, any one or more members of the Board or any committee thereof may
participate  in a meeting  of the Board or  committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.

     (c) Any action  required or permitted to be taken by the Board of Directors
may be taken without a meeting,  provided  that all Board  members  individually
provide  written consent to that action (which may include consent by electronic
means);  and provided  further  that if such  consent is effected by  electronic
means,  such consent shall  include a description  of the action being taken and
the typed name of the  director,  which shall  constitute  the  legally  binding
electronic  signature of the director.  Such action by written consent will have
the same force and effect as a unanimous  vote of the Board of  Directors.  Such
written consent and any  counterparts  thereof will be filed with the minutes of
the proceedings of the Board of Directors.

     SECTION 11. Committees.  There may be an Executive Committee  consisting of
three or more directors as may be designated  from time to time by a majority of
the whole  Board of  Directors.  The  Chairman of the Board shall be a member ex
officio of the Executive  Committee.  Such Committee may meet at stated times or
on  notice to all by any of their  number.  During  the  intervals  between  the
meetings of the Board of Directors,  the Executive  Committee  shall possess and
may exercise, to the extent provided in the resolution of the Board of Directors
appointing such committee,  all the powers of the Board of Directors,  except as
otherwise  provided  in the  Business  Corporation  Law, in the  management  and
direction of the business and affairs of the  Corporation  in such manner as the
Executive  Committee  shall deem for the best interest of the  Corporation.  The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors  when  required,  but no approval by the Board of
Directors of the actions taken by the Executive Committee shall be required.

     A majority of the whole Board of Directors may also designate  directors to
constitute  one or more other  committees,  which shall in each case  consist of
such number of directors and shall have such duties and may exercise such powers
as the Board of Directors may determine.
A  majority  of the whole  Board may  designate  one or more  directors  as
alternate members of any such committee,  including the Executive Committee, who
may replace any absent member or members at any meeting of such committee.

     Each committee,  including the Executive Committee and each member thereof,
shall serve at the pleasure of the Board.

     SECTION  12  Removal.  Any  director  may  be  removed  with  cause  by the
affirmative  vote of at least two-thirds of the whole Board of Directors or with
or without cause by vote of the  stockholders  at a regular or special  meeting,
subject to the provisions of the Business Corporation Law.

     SECTION 13. Compensation. The directors and the members of any committee of
the  Corporation  provided for by resolution of the Board of Directors  shall be
entitled to be  reimbursed  for any  expenses,  including  all travel  expenses,
incurred  by them on  account  of their  attendance  at any  regular  or special
meeting  of the  Board  of  Directors  or of such  committee,  and the  Board of
Directors  may at any time or from time to time by  resolution  provide that the
Corporation  shall pay each such  director  or  member  of such  committee  such
compensation for his services as may be specified in such resolution. Nothing in
this  Section  shall be  construed  to preclude  any  director  from serving the
Corporation in any other capacity and receiving compensation therefor.

     SECTION 14. Indemnification.

     (a) Right to  indemnification.  The Corporation  shall indemnify any person
made,  or  threatened  to be made, a party to an action or  proceeding,  whether
civil or criminal,  by reason of the fact that he, or a person of whom he is the
legal  representative,  is or was a director or officer of the Corporation,  or,
while  serving as director or officer of the  Corporation,  is or was serving in
any capacity,  at the request of the Corporation,  any other  corporation or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
against judgments,  fines,  amounts paid in settlement and reasonable  expenses,
including attorney's fees, incurred by such person as a result of such action or
proceeding, or any appeal therein, unless a judgment or other final adjudication
adverse to such person  establishes  that his acts, or the acts of the person of
whom he is the legal  representative,  were  committed  in bad faith or were the
result of active and  deliberate  dishonesty  and were  material to the cause of
action  so  adjudicated,  or that  he,  or the  person  of whom he is the  legal
representative,  personally gained in fact a financial profit or other advantage
to which he, or the other person of whom he is the legal representative, was not
legally entitled.  The Corporation shall advance to such person funds to pay for
such expenses,  including  attorney's fees, incurred by such person in defending
against any such action or proceeding, or any appeal therein, upon receipt of an
undertaking  by or on  behalf  of  such  person  to  repay  such  funds  to  the
Corporation  if a judgment  or other final  adjudication  adverse to such person
establishes  that his  acts,  or the acts of the  person of whom he is the legal
representative,  were  committed  in bad faith or were the  result of active and
deliberate  dishonesty and were material to the cause of action so  adjudicated,
or that he, or the  person of whom he is the  legal  representative,  personally
gained  in fact a  financial  profit  or other  advantage  to which  he, or such
person, was not legally entitled.
(b) Right of claimant to sue. If a claim under paragraph (a) is not paid in
full by the  Corporation  within  thirty  days  after a  written  claim has been
received by the Corporation,  the claimant may at any time thereafter bring suit
against  the  Corporation  to  recover  the unpaid  amount of the claim and,  if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expenses of the  prosecuting  such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final  disposition where the required
undertaking,  if any is required, has been tendered to the Corporation) that the
claimant, or the person of whom he is the legal representative,  has not met the
standard of conduct established in paragraph (a), but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action that  indemnification  of the claimant is proper  because the claimant or
such person has met the said standard of conduct, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its  stockholders)  that the claimant or such person has not met such applicable
standard of conduct,  shall be a defense to action or create a presumption  that
the claimant or such person has not met such standard of conduct.

     (c)  Non-exclusivity  of rights.  Subject to the  limitations  contained in
paragraph  (a),  the  right  to  indemnification  and the  payment  of  expenses
conferred  in this Section  shall not be deemed  exclusive of any other right to
which any person seeking  indemnification  or advancement or payment of expenses
may be entitled,  whether under any statute,  provision of the  Certification of
Incorporation,   by-law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

                                   ARTICLE III

                                    Officers

     SECTION 1. Number.  The elected officers of the Corporation shall include a
Chief Executive Officer,  Controller,  Treasurer and Secretary,  and may include
one or more Presidents, Executive Vice-Presidents or Senior Vice-Presidents. Any
two or more offices may be held by the same person,  except the offices of Chief
Executive Officer and Secretary.

     SECTION  2.  Election,  Term of  Office  and  Qualifications.  The  elected
officers of the Corporation  shall be chosen annually by the Board of Directors.
Each elected  officer shall hold office until his successor shall have been duly
chosen and shall qualify,  or until his death or until he shall resign, or shall
have been removed in the manner hereinafter provided.

     SECTION  3.  Additional  Officers.  In  addition  to the  elected  officers
mentioned in Section 1 of this  Article III, the Board of Directors  may appoint
such other  officers as the Board may  determine,  each of which  officers shall
hold office for such period,  have such authority and perform such duties as are
provided  in these  By-laws or as the Board of  Directors  may from time to time
determine.  In  addition,  the Chief  Executive  Officer may appoint  additional
Vice-Presidents   below  the  level  of  Executive   Vice-President  and  Senior
Vice-President,  as the Chief  Executive  Officer may  determine,  and each such
appointed  Vice-President shall hold office for such period, have such authority
and  perform  such  duties  as are  provided  in these  By-laws  or as the Chief
Executive  Officer may from time to time  determine.  Each  elected  officer and
appointed  officer is referred to as an "officer" and are collectively  referred
to as the "officers."

     SECTION 4. Removal.  Any officer of the  Corporation  may be removed by the
Board of  Directors  with or  without  cause at any time.  The  Chief  Executive
Officer may only remove those officers appointed by the Chief Executive Officer.

     SECTION 5.  Resignations.  Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or to
the  Chief  Executive  Officer  or  Secretary  of  the  Corporation.   Any  such
resignation  shall take effect at the time  specified  therein,  or, if the time
when it shall become  effective  shall not be specified  therein,  then it shall
take  effect  immediately  upon its  receipt by such Board of  Directors,  Chief
Executive Officer or Secretary;  and, unless otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 6.  Vacancies.  A vacancy in any office due to death,  resignation,
removal,  disqualification  or any other cause shall be filled for the unexpired
portion  of the term in the  manner  prescribed  in these  By-laws  for  regular
appointments or elections to such office.

     SECTION 7. The Chief Executive  Officer.  The Chief Executive Officer shall
be the  chief  executive  officer  of the  Corporation  and shall  have  general
supervision of the business of the  Corporation  and over its several  officers,
subject,  however,  to the  control of the Board of  Directors.  He shall in the
absence of the Chairman of the Board preside at all meetings of the stockholders
and at all meetings of the Board of Directors.  He shall see that all orders and
resolutions  of the Board of Directors  are carried  into  effect.  He may sign,
execute and deliver in the name of the Corporation all deeds, mortgages,  bonds,
contracts or other instruments authorized by the Board of Directors except where
the signing,  execution or delivery thereof shall be expressly delegated to some
other officer or agent of the Corporation or where any of them shall be required
by law to be otherwise signed, executed or delivered,  and he may affix the seal
of the  Corporation to any  instrument  which shall require it. He shall perform
all duties  incident  to the office of Chief  Executive  Officer  and such other
duties as from time to time may be assigned to him by the Board of Directors.

     SECTION   8.  The   Presidents,   Executive   Vice-Presidents   and  Senior
Vice-Presidents.    Presidents,    Executive    Vice-Presidents    and    Senior
Vice-Presidents  shall have such powers and perform  such duties as the Board of
Directors may from time to time prescribe and shall perform such other duties as
may be  prescribed  by these  By-laws.  At the  request  of the Chief  Executive
Officer or, in the case of his  inability to act, a  President,  or an Executive
Vice-President or a Senior Vice-President,  if so designated by the Board, shall
have all the powers of, and be subject to all the  restrictions  upon, the Chief
Executive Officer.

     SECTION 9. The Vice-Presidents.  Each Vice-President shall have such powers
and  perform  such  duties  as the  Board  of  Directors  or,  in the  case of a
Vice-President  appointed by the Chief Executive Officer, as the Chief Executive
Officer may from time to time  prescribe  and shall perform such other duties as
may be  prescribed  by these  By-laws.  At the  request  of the Chief  Executive
Officer,  or, in case of the  inability  of the Chief  Executive  Officer  and a
President to act, any of the Vice-Presidents, if so designated by the Board, may
perform the duties of the Chief Executive Officer, and when so acting shall have
all the  powers  of, and be  subject  to all the  restrictions  upon,  the Chief
Executive Officer.

     SECTION 10. The Treasurer. The Treasurer shall have the care and custody of
the books of account and of all the funds and securities of the Corporation, and
deposit the funds in the name of the  Corporation  in such bank or trust company
as the  directors  may  designate.  If required by the Board of  Directors,  the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall  determine.  He
shall  perform all the duties  incidental  to the office of  Treasurer  and such
other duties as from time to time may be assigned to him by the Chief  Executive
Officer or the Board of Directors.

     SECTION 11. The Controller.  The Controller shall maintain adequate records
of all  assets,  liabilities  and  transactions  of the  Corporation,  and  have
adequate  audits  thereof  currently and regularly  made. In addition,  he shall
perform  such other  duties  relating  to the  finances  of the  Corporation  or
otherwise,  as may be prescribed by the Board of Directors,  the Chief Executive
Officer or the Treasurer.

     SECTION 12. The Secretary.  The Secretary  shall attend all meetings of the
Board of Directors and of the  stockholders and record all votes and the minutes
of all  proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required.  He shall give, or cause to be
given,  notice of all meeting of the  stockholders  and special  meetings of the
Board of Directors,  and shall perform such other duties as may be prescribed by
the Board of Directors or Chief Executive  Officer,  under whose  supervision he
shall be. He shall keep or cause to be kept a stock-book,  containing the names,
alphabetically arranged, of all persons who are stockholders of the Corporation,
showing their places of  residence,  the number of shares of stock owned by them
respectively, the times when they respectively became the owners thereof and the
amount paid thereon.  He shall keep in safe custody the seal of the  Corporation
and, when properly  authorized,  affix the same to any  instrument  requiring it
and, when so affixed,  it shall be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary.

     SECTION 13. Salaries. The salaries of the officers of the Corporation shall
be fixed from time to time by the Board of Directors,  and none of such officers
shall be prevented from receiving a salary by reason of the fact that he is also
a member of the Board.

                                   ARTICLE IV

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

     SECTION 1. Execution of Contracts, etc. Except as otherwise required by law
or by these By-laws, any officer or officers, agent or agents, may be authorized
by the Board of Directors,  or in the case of an officer  appointed by the Chief
Executive  Officer,  by either  the Board of  Directors  or the Chief  Executive
Officer to execute and deliver any contract or other  instrument  in the name of
the Corporation and on its behalf.

     SECTION 2. Checks, Drafts, etc. All checks, drafts and other orders for the
payment of money, bills of lading,  warehouse  receipts,  obligations,  bills of
exchange  and  insurance  certificates  shall  be  signed  or  endorsed,  except
endorsements for collection for the account of the Corporation or for deposit to
its credit, by such officer or officers,  agent or agents of the Corporation and
in such manner as shall from time to time be  determined  by  resolution  of the
Board of Directors.

     SECTION 3. Deposits.  All funds of the Corporation  not otherwise  employed
shall  be  deposited  from  time to time to the  credit  of the  Corporation  or
otherwise as the Board of Directors,  or any officer of the  Corporation to whom
power in that  respect  shall have been  delegated,  shall direct in such banks,
trust  companies  or other  depositories  as said  Board may select or as may be
selected by any officer or  officers  or agent or agents of the  Corporation  to
whom power in that respect shall have been delegated. For the purpose of deposit
and for the purpose of collection  for the account of the  Corporation,  checks,
drafts and other  orders for the payment of money which are payable to the order
of the  Corporation  may be endorsed,  assigned and  delivered by any officer or
agent of the Corporation.

     SECTION 4. General and Special Bank  Accounts.  The Board of Directors  may
from time to time  authorize the opening and keeping of general and special bank
accounts with such banks,  trust companies or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers, agent or
agents  of the  Corporation  to whom  power  in that  respect  shall  have  been
delegated.  The Board of Directors may make such special  rules and  regulations
with respect to such bank  accounts,  not  inconsistent  with the  provisions of
these By-laws, as it may deem expedient.

                                    ARTICLE V

                            Shares and Their Transfer

     SECTION 1  Certificates  for Stock.  Every  owner of shares of stock of the
Corporation  shall be entitled to have a certificate  therefor,  in such form as
the Board of  Directors  shall  prescribe,  certifying  the  number and class of
shares thereof owned by him. The certificates  representing such shares shall be
numbered  in the order in which  they shall be issued and shall be signed in the
name  of the  Corporation  by  the  Chairman  of the  Board,  a  President  or a
Vice-President,  and by the Treasurer or the Secretary or an Assistant Treasurer
or Assistant Secretary of the Corporation and its seal shall be affixed thereto;
provided,  however, that where such certificate is signed by a transfer agent or
registered by a registrar other than the Corporation itself or its employee,  if
the Board of Directors shall by resolution so authorize,  the signatures of such
Chairman  of the Board,  President,  or  Vice-President,  Treasurer,  Secretary,
Assistant  Treasurer or Assistant  Secretary and the seal of the Corporation may
be facsimile.  In case any officer or officers of the Corporation who shall have
signed,  or whose  facsimile  signature  or  signatures  has been  placed upon a
certificate or certificates shall cease to be such officer or officers,  whether
by reason  of death,  resignation  or  otherwise,  before  such  certificate  or
certificates  shall have been delivered by the Corporation,  such certificate or
certificates  may  nevertheless  be adopted by the Corporation and be issued and
delivered  as  if  the  person  or  persons  who  signed  such   certificate  or
certificates  had not ceased to be such officer or  officers.  A record shall be
kept of the respective  names of the persons,  firms or corporations  owning the
shares  represented by certificates for stock of the Corporation,  the number of
shares represented by such certificates,  respectively, and the respective dates
thereof,  and in case of  cancellation,  the respective  dates of  cancellation.
Every certificate  surrendered to the Corporation for exchange or transfer shall
be  canceled  and a new  certificate  or  certificates  shall  not be  issued in
exchange for any existing  certificate,  until such existing  certificate  shall
have been so canceled  except in cases provided for in Section 4 of this Article
V.

     SECTION  2.  Transfers  of Stock.  Transfers  of shares of the stock of the
Corporation shall be made on the books of the Corporation only by the registered
holder  thereof,  or by his attorney  thereunto  authorized by power of attorney
duly executed and filed with the Secretary of the Corporation or with a transfer
clerk or transfer  agent  appointed  as in Section 3 of this Article V provided,
and on surrender of the  certificate or  certificates  for such shares  properly
endorsed and the payment of all taxes  thereon.  The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.

     SECTION  3.  Regulations.  The Board of  Directors  may make such rules and
regulations,  as it may be deem expedient,  not inconsistent with these By-laws,
concerning the issue,  transfer and  registration of certificates  for shares of
the stock of the Corporation.  It may appoint,  or authorize any elected officer
or officers  to appoint,  one or more  Transfer  Clerks or one or more  Transfer
Agents or one or more  Registrars,  and may require all certificates of stock to
bear the signature or signatures of any of them.

     SECTION 4. Lost,  Destroyed and Mutilated  Certificates.  The holder of any
share of stock of the Corporation  shall  immediately  notify the Corporation of
any  loss,  destruction  or  mutilation  of the  certificate  therefor,  and the
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his legal  representatives to give the Corporation a bond in such
sum, limited or unlimited, and in such form and with such surety or sureties, as
the Board shall in its  uncontrolled  discretion  determine,  to  indemnify  the
Corporation  against  any claim  that may be made  against  it on account of the
alleged loss or destruction of any such certificate, or the issuance of such new
certificate.  The Board of Directors,  however,  may in its discretion refuse to
issue any such new certificate,  except pursuant to legal  proceedings under the
laws of the State of New York in such case made and provided.

                                   ARTICLE VI

                                      Seal

     The seal of the  Corporation  shall be in the form of a  circle,  and shall
bear the full name of the Corporation and the year of its incorporation.
ARTICLE VII

                                   Fiscal Year

     The fiscal year of the Corporation  shall end with the  thirty-first day of
December in each year.

                                  ARTICLE VIII

                                   Amendments

     The Board of Directors  shall have the power to amend,  repeal or adopt the
By-laws of the Corporation,  and the By-laws may be amended, repealed or adopted
by the stockholders entitled at the time to vote in the election of directors.
Exhibit 99.2

                           IFF INCREASES DIVIDEND 14%;
                           ---------------------------
               ANNOUNCES NEW $300 MILLION SHARE REPURCHASE PROGRAM
               ---------------------------------------------------
                        COVERING 8% OF SHARES OUTSTANDING
                        ---------------------------------

New York,  N.Y.,  October 11, 2006 -  International  Flavors &  Fragrances  Inc.
(NYSE:  IFF) ("IFF" or "the Company"),  announced  today an increased  quarterly
dividend.  The IFF Board of Directors approved a regular quarterly cash dividend
of 21 cents per  share,  an  increase  of 2.5  cents or 14% from the level  paid
earlier.  The cash dividend is payable January 8, 2007 to shareholders of record
on December 21, 2006.

The Company also announced that its Board of Directors had authorized a new $300
million share repurchase program which is expected to be completed over the next
18 - 24 months;  an existing  $200  million  authorization,  in effect since May
2005, is nearly  complete.  At the current  market price,  the new program would
enable  the  repurchase  of  approximately  7.5  million  shares or 8% of shares
currently outstanding.  The purchases will be made from time to time on the open
market or  through  private  transactions  as  market  and  business  conditions
warrant.

Robert M. Amen, IFF's Chairman and Chief Executive Officer stated, "I am pleased
with the progress our businesses are  delivering.  We're confident in our growth
prospects and our ability to build  shareholder  value. The Company's  operating
results and strong cash flows enable us to invest in our people and capabilities
to meet the needs of our customer, while at the same time returning funds to our
shareholders.  We are  committed  to  serving  the  needs  of our  shareholders,
customers and colleagues."

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 30
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",
"believe", "may", "outlook", "guidance" and similar terms or variations thereof.
All information  concerning  future  revenues,  tax rates or benefits,  interest
savings,  earnings and other  future  financial  results or financial  position,
constitutes forward-looking information. Such forward-looking statements involve
significant  risks,  uncertainties  and other  factors.  Actual  results  of the
Company may differ  materially  from any future results  expressed or implied by
such  forward-looking  statements.  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
outcome of  uncertainties  related to litigation;  uncertainties  related to any
potential  claims and rights of  indemnification  or other recovery for customer
and consumer reaction to its earlier contamination issue; the impact of possible
pension funding  obligations and increased pension expense on the Company's cash
flow  and  results  of  operations;  and the  effect  of  legal  and  regulatory
proceedings,  as well as restrictions  imposed on the Company, its operations or
its   representatives   by  foreign   governments.   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.

                             * * * * * * * * * *