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)                April 27, 2005
                                                        -----------------------



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


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


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


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

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

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

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

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

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

<PAGE>

Item 2.02. Results of Operations and Financial Condition

     Attached  and being  furnished  hereby as Exhibit 99.1 is a copy of a press
release of  International  Flavors & Fragrances  Inc.  ("IFF" or "the  Company")
dated April 27, 2005 reporting IFF's financial  results for the first quarter of
2005.

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

Item 9.01.  Financial Statements and Exhibits

(c)      Exhibits

         99.1     Press Release of International Flavors & Fragrances Inc.,
                  dated April 27, 2005.
<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:   April 27, 2005
                                     By:   /s/ Douglas J. Wetmore
                                        ---------------------------------
                                           Name:    Douglas J. Wetmore
                                           Title:   Senior Vice President and
                                                    Chief Financial Officer


<PAGE>



                                  EXHIBIT INDEX

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

         99.1          Press Release of International Flavors & Fragrances Inc.,
                       dated April 27, 2005.

<PAGE>

                                                          FOR IMMEDIATE RELEASE
                                                          ---------------------

                        IFF REPORTS FIRST QUARTER RESULTS
                        ---------------------------------
                              UPDATES 2005 GUIDANCE
                              ---------------------

New York, N.Y., April 27, 2005... International Flavors & Fragrances Inc. (NYSE:
IFF) ("IFF" or "the Company")  reported earnings per share for the first quarter
2005 of $.55 compared to $.59 for the prior year quarter. The 2004 first quarter
results  included  the  sales  and  operating  results  of  the  European  fruit
preparations  business disposed of in 2004;  excluding such results,  2004 first
quarter earnings per share would have been $.57.

First Quarter 2005
------------------

First quarter 2005 sales totaled $523 million, declining 2% in comparison to the
prior year  quarter.  Reported  sales for the 2005  quarter  benefited  from the
strengthening of various currencies in relation to the U.S. dollar; had exchange
rates  remained  constant,  sales for the  quarter  would have  decreased  4% in
comparison to the prior year quarter.  Fragrance sales increased 4% while flavor
sales  decreased 9%; on a local currency  basis,  fragrance  sales grew 1% while
flavor sales declined 11%.

Flavor sales in the 2005 quarter were impacted by the disposition, in the second
half of 2004, of the  Company's  European  fruit  preparations  business.  On an
as-adjusted  basis,  excluding sales attributable to the European fruit business
from the 2004  quarterly  results,  2005 flavor sales would have increased 1% in
dollars  and  declined 1% in  local currency.  On the same as - adjusted  basis,
consolidated  sales would have increased 2% in reported dollars and been flat in
local  currency.  Flavor sales,  most notably in North America and Europe,  were
also unfavorably impacted by lower selling prices for naturals, mainly vanilla.

"During  the  quarter,  we  achieved a number of new wins and  continued  to see
strong sales trends in many of the markets we have targeted for growth.  However
we,  like others in our  industry,  continue  to face  challenges  brought on by
increased raw material  costs and  resistance to price  increases.  By remaining
focused  on  innovation,  superior  service,  and  operating  discipline,  I  am
confident that we can continue to  differentiate  ourselves from our competitors
and drive market share gains to create value for our shareholders," said Richard
A. Goldstein, Chairman and Chief Executive Officer of IFF.

Fragrance sales were led by fine fragrance which increased 12% in dollars and 9%
in local  currency;  the fine fragrance  performance  reflected the benefit of a
number of new product  wins.  Chemical  sales  increased 3% in dollars and 1% in
local  currency  while sales of  functional  fragrance  products  declined 1% in
dollars and 3% in local currency.

Sales  performance  by region for the 2005  quarter  compared  to the prior year
quarter follows:

-    North America flavor and fragrance sales declined 7% and 3%,  respectively;
     in total,  regional sales  declined 5%. Aroma chemical sales  increased 8%,
     while fine and functional fragrance sales declined 5% and 7%, respectively.
     Flavor  sales had a difficult  comparative  with the first  quarter of 2004
     when sales grew 18%.
-    European  fragrance  sales increased 8% while flavor sales declined 22%; in
     total,  regional  sales  declined 5%.  Reported  sales  benefited  from the
<PAGE>
     strength of the Euro and Pound Sterling; local currency sales declined 10%.
     Local currency fragrance sales increased 3%; fine fragrance sales increased
     17%, driven mainly by new wins, offset by respective decreases of 6% and 4%
     in functional  fragrances and aroma chemicals.  Local currency flavor sales
     declined  26%,  mainly  as a result  of the  disposition  of the  Company's
     European fruit preparations  business.  On an as-adjusted basis,  excluding
     sales  attributable  to the European  fruit business from the 2004 results,
     2005 flavor sales would have increased 4% in dollars and been flat in local
     currency.
-    Local  currency  sales in Asia  Pacific  increased  2% in both  flavors and
     fragrances,  resulting  in a 4% increase in reported  dollar  sales.  Local
     currency  fragrance  sales  increased  2%  led  by a 4%  increase  in  fine
     fragrances  and a 12%  increase in aroma  chemicals;  functional  fragrance
     sales declined 3%. Local currency flavor sales increased 2%, resulting in a
     5% increase in reported dollars.  For the region, the Philippines,  Vietnam
     and Indonesia were strongest,  with respective  local currency flavor sales
     increases of 9%, 32% and 27%. This strong  growth was  partially  offset by
     weakness in Japan,  South Korea and Australia  which declined 5%, 22% and
     9%, respectively.
-    Latin  American  sales   increased  5%  with  fragrance  and  flavor  sales
     increasing  5% and 6%,  respectively.  For the  region,  sales  growth  was
     strongest  in  Argentina,  Brazil  and Mexico  which  grew 14%,  7% and 6%,
     respectively.  Fragrance  sales were  strongest  in  Argentina,  Brazil and
     Central America,  with respective  increases of 16%, 7% and 18%.  Fragrance
     sales  growth was led by a 12%  increase in fine  fragrance  sales and a 4%
     increase in functional fragrances; aroma chemical sales declined 7%. Flavor
     sales  were led by 36%,  11% and 8%  increases  in  Mexico,  Argentina  and
     Brazil, respectively.
-    India sales  increased 13% in local  currency and 14% in reported  dollars.
     Local currency fragrance sales increased 10% resulting in a 12% increase in
     dollars.  Flavor sales increased 17% in both local currency and dollars. In
     both flavors and fragrances, the sales performance reflected the benefit of
     new product introductions.

Net income for the quarter decreased 7% in comparison to the prior year quarter.
The decline in net income was partially due to the  disposition  of the European
fruit  business;   2004  results  included  income  approximating  $2.2  million
attributable to this business. Proceeds from the disposition were used to reduce
debt but profits  related to the Fruit  business  were not  replaced by interest
expense savings.  Gross profit,  as a percentage of sales, was 41.0% compared to
42.7% in the  prior  year  quarter.  The gross  margin  performance  was  mainly
attributable  to increased  raw material  costs and customer  resitance to price
increases,  as well as  declining  selling  prices for  naturals,  most  notably
vanilla. Gross margin was also impacted by lower expense absorbtion attributable
to the facility closure in Dijon and the transfer of related production to other
manufacturing  locations;  production  at the  Dijon  facility  ceased in March.
Research and Development ("R&D") expenses totaled 8.6% of sales compared to 8.3%
in the prior year quarter,  consistent with the Company's  intended level of R&D
spending. Selling, General and Administrative ("SG&A") expenses, as a percentage
of sales,  decreased to 16.2% from 16.8%.  SG&A expenses include $2.5 million of
equity  compensation  expense for which there was no comparable expense included
in the 2004 first quarter results. However, this added expense was offset mainly
by lower accruals under the Company's  various incentive plans than in the prior
year quarter.  Interest  expense declined 14% from the prior year quarter due to
lower average borrowings in the 2005 quarter compared to the prior year quarter;
the average rate on  borrowings  for the 2005 quarter was 3.2%  compared to 3.0%
for the 2004 quarter. The effective tax rate for the quarter was 31.2%, compared
to 31.5% in the 2004 quarter.
<PAGE>

Outlook for 2005 updated
------------------------

Consistent  with previous  guidance,  IFF expects 2005 local  currency  sales to
increase in the low-single digits in comparison to 2004 sales as reported; based
on current exchange rates, such local currency growth is expected to result in a
low to  mid-single  digit  increase in reported  dollars.  For  purposes of this
comparison, 2004 sales include $58 million of sales attributable to the European
fruit  preparations  business.  Excluding fruit sales from the 2004 comparative,
IFF expects  2005 local  currency  sales to  increase  in the low to  mid-single
digits in  comparison  to 2004;  based on  current  exchange  rates,  this local
currency growth is expected to result in a mid-single digit increase in reported
dollars.

Gross profit as a percentage of sales is expected to remain at approximately the
same levels as reported for the first quarter 2005.  Manufacturing  expenses are
expected to benefit  from the  elimination  of  duplicate  costs  related to the
shutdown of the Dijon  facility.  However,  margins are expected to remain under
pressure  due to  anticipated  increased  supply chain costs as well as expected
delays in fully implementing price increases.  Research and development expenses
are expected to approximate 9% of sales,  consistent with the Company's intended
level of R&D spending.  R&D spending  will increase  somewhat as a percentage of
sales in comparison to 2004,  mainly as a result of the elimination of the fruit
preparations  business;   relative  to  other  parts  of  the  business,   fruit
preparations required less R&D as a percentage of sales. In 2005, SG&A expenses,
as a percentage  of sales,  are expected to increase  somewhat from 2004 levels,
mainly  from   inclusion  of  an  expected  $12.0  -  $14.0  million  in  equity
compensation  expense in 2005, compared to $5.0 million of such expense in 2004.
In May 2004, the Company began using Restricted  Stock Units  ("RSU's"),  rather
than stock options, as an element of the Company's incentive  compensation plans
for all  eligible  U.S. - based  employees  and a majority of eligible  overseas
employees.  Vesting  of  the  RSU's  for  the  Company's  senior  management  is
performance and time based; for the remainder of eligible employees,  vesting is
time based (generally over a three year period).  The actual expense will depend
upon the value of the Company's stock and the number of RSU's granted.  Interest
expense is  expected to decline  10% - 12% from 2004.  The  Company  expects the
effective  tax  rate in 2005 to  approximate  31.2%.  This  tax  rate  does  not
contemplate the effect,  if any, that may arise as a result of repatriation from
overseas  subsidiaries  as  envisioned  under the American  Jobs Creation Act of
2004;  the Company  expects to  determine  the amounts and  sources,  if any, of
foreign earnings to be repatriated in the second half of 2005.

Primarily  as a result  of the  anticipated  supply  chain  cost  increases  and
expected timing in implementing  price  increases,  IFF now expects earnings per
share for 2005 to be in the range of $2.20 to $2.35  compared to $2.05  reported
in 2004. Excluding  restructuring and other charges representing $.22 per share,
2004 results per share were $2.27.

About IFF
---------

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

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

Conference call
---------------
There will be a conference  call today at 10:00 AM Eastern  Time,  at which time
the Company will discuss operating  results for the 2005 first quarter,  and its
current expectations for 2005. The dial in number for U.S.-based participants is
1-800-811-7286;  for international  participants,  the number is 1-913-981-4902.
The pass code for the call is 1304290.

A replay of the  conference  call will be  available  from 1:00 PM Eastern  Time
beginning on Wednesday  April 27, 2005 and ending at Midnight on Wednesday,  May
11.  The  dial  in  number  for  the  replay   for   U.S.-based   listeners   is
1-888-203-1112;  for international listeners, the number is 1-719-457-0820.  The
replay pass code will be 1304290.

The call can also be  monitored  via the  World  Wide Web at  www.iff.com.  Real
Network's  Real  Player or  Microsoft  Media  Player is  required  to access the
webcast.     They     can     be     downloaded     from     www.real.com     or
www.microsoft.com/windows/mediaplayer.  A replay of the conference  call will be
available on the Company's website for twelve months.

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

                              ********************
<PAGE>

                     International Flavors & Fragrances Inc.
                          Consolidated Income Statement
                  (Amounts in thousands except per share data)
<TABLE>
<CAPTION>

                                                                      Quarter Ended March 31,
                                             -------------------- ------------------ ------------------ --------------------



                                                     As reported      Adjustments         As-adjusted
                                                        2004             (A)                  2004                 2005
                                             -------------------- ------------------ ------------------ --------------------
<S>                                                    <C>                   <C>              <C>                   <C>
Net sales                                             $535,015            $24,616           $510,399             $523,052

Cost of goods sold                                     306,786             18,927            287,859              308,397
                                             -------------------- ------------------ ------------------ --------------------
Gross margin on sales                                  228,229              5,689            222,540              214,655
Research & development                                  44,648                627             44,021               44,753
Selling and administrative                              89,726              1,777             87,949               84,744
Amortization                                             3,699                  -              3,699                3,768
                                             -------------------- ------------------ ------------------ --------------------

                                                        90,156              3,285             86,871                81,390
Interest expense                                        (6,457)                 -             (6,457)              (5,576)
Other income (expense), net                             (1,425)                 -             (1,425)                 556
                                             -------------------- ------------------ ------------------ --------------------
Pretax income                                           82,274              3,285             78,989               76,370
Income taxes                                            25,916              1,035             24,881               23,827
                                             -------------------- ------------------ ------------------ --------------------
Net income                                            $ 56,358            $ 2,250           $ 54,108             $ 52,543
                                             ==================== ================== ================== =====================

Net income                                            $ 56,358            $ 2,250           $ 54,108              $52,543
Earnings per share - basic                                $.60               $.02               $.58                 $.56
Earnings per share - diluted                              $.59               $.02               $.57                 $.55
                                             -------------------- ------------------ ------------------ --------------------

</TABLE>

(A)  Adjustments  reflect  elimination  of sales and  operating  results  of the
European  fruit  preparations  business  for the  period  presented.  Additional
details  regarding  as-adjusted  information are contained in a January 25, 2005
Form 8K filed with the SEC and are also available via the Company's website.
<PAGE>


                     International Flavors & Fragrances Inc.
                      Consolidated Condensed Balance Sheet
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                              ------------------- ------------------
                                                                               December 31, 2004    March 31, 2005
                                                                              ------------------  -------------------
       <S>                                                                               <C>                <C>
      Cash & short-term investments                                                 $   32,995         $   23,175
      Receivables                                                                      358,361            397,580
      Inventories                                                                      457,204            441,798
      Other current assets                                                             112,810            110,698
                                                                              ------------------- ------------------
          Total current assets                                                         961,370            973,251

      Property, plant and equipment, net (1,2)                                         501,334            491,721
      Goodwill and other intangibles, net                                              789,676            785,908
      Other assets                                                                     110,914            122,465
                                                                              ------------------- ------------------
                                  Total assets                                      $2,363,294         $2,373,345
                                                                              =================== ==================

      Commercial paper/bank borrowings and overdrafts                                 $ 15,957           $ 68,754
      Other current liabilities                                                        383,565            343,905
                                                                              ------------------- ------------------
         Total current liabilities                                                     399,522            412,659

      Long-term debt (3)                                                               668,969            660,862
      Non-current liabilities                                                          384,316            397,316

      Shareholders' equity                                                             910,487            902,508
                                                                              ------------------- ------------------
                   Total liabilities and shareholders' equity                       $2,363,294         $2,373,345
                                                                              =================== ==================
</TABLE>


     Notes:
     1. Capital spending -         $16 million

     2. Depreciation -             $19 million

     3. At  December  31,  2004 and  March  31,  2005  long-term  debt  includes
     unamortized  gains and FAS 133 mark to market  adjustments of $23.8 million
     and $20.5 million, respectively, on various interest rate swaps the Company
     has entered  into;  such gains have been  deferred and are being  amortized
     over the  remaining  term of the  underlying  debt  and the mark to  market
     adjustment is recorded each quarter.


                              ********************

<PAGE>

<TABLE>
<CAPTION>


      Average Shares Outstanding (in thousands)        2004          2005
      --------------------------------------------------------------------------
      <S>                                               <C>           <C>
      Basic                                           94,033        94,325
      Diluted                                         95,126        96,025
</TABLE>


                    Quarter ended March 31, 2005 As Reported
                    ----------------------------------------
<TABLE>
<CAPTION>


  % Change in Sales by Area of Destination         Fragrances      Flavors       Total
  ----------------------------------------         ----------      -------       ------
   <S>                                                <C>             <C>        <C>


               North America                           (3)           (7)          (5)

             Europe - Reported                          8            (22)         (5)
             -----------------
          Europe - Local Currency                       3            (26)        (10)

               Latin America                            5             6            5

          Asia Pacific - Reported                       3             5            4
          -----------------------
       Asia Pacific - Local Currency                    2             2            2

              India - Reported                         12             17          14
              ----------------
           India - Local Currency                      10             17          13

              Total - Reported                          4            (9)          (2)
              ----------------
           Total - Local Currency                       1            (11)         (4)
</TABLE>


            Quarter ended March 31, 2005 Compared to 2004 As-Adjusted
            ---------------------------------------------------------
      Excluding Sales Attributable to European Fruit Preparations Business
      --------------------------------------------------------------------
<TABLE>
<CAPTION>

  % Change in Sales by Area of Destination         Fragrances      Flavors       Total
  ----------------------------------------         ----------      -------       ------
   <S>                                                <C>             <C>        <C>

               North America                            (3)          (7)          (5)

             Europe - Reported                           8            4            6
             -----------------
          Europe - Local Currency                        3            -            1

               Latin America                             5            6            5

          Asia Pacific - Reported                        3            5            4
          -----------------------
       Asia Pacific - Local Currency                     2            2            2

              India - Reported                          12            17          14
              ----------------
           India - Local Currency                       10            17          13

              Total - Reported                           4            1            2
              ----------------
           Total - Local Currency                        1           (1)           -
</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "lj8k1q2005.txt", "description": "FIRST QUARTER 2005 EARNINGS RELEASE", "secsgml_size_bytes": 31944}]
{"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": "05774177"}, "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)                April 27, 2005
                                                        -----------------------

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

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

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

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

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

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

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

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

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition

     Attached  and being  furnished  hereby as Exhibit 99.1 is a copy of a press
release of  International  Flavors & Fragrances  Inc.  ("IFF" or "the  Company")
dated April 27, 2005 reporting IFF's financial  results for the first quarter of
2005.

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

Item 9.01.  Financial Statements and Exhibits

(c)      Exhibits

         99.1     Press Release of International Flavors & Fragrances Inc.,
                  dated April 27, 2005.
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:   April 27, 2005
                                     By:   /s/ Douglas J. Wetmore
                                        ---------------------------------
                                           Name:    Douglas J. Wetmore
                                           Title:   Senior Vice President and
                                                    Chief Financial Officer
EXHIBIT INDEX

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

         99.1          Press Release of International Flavors & Fragrances Inc.,
                       dated April 27, 2005.
FOR IMMEDIATE RELEASE
                                                          ---------------------

                        IFF REPORTS FIRST QUARTER RESULTS
                        ---------------------------------
                              UPDATES 2005 GUIDANCE
                              ---------------------

New York, N.Y., April 27, 2005... International Flavors & Fragrances Inc. (NYSE:
IFF) ("IFF" or "the Company")  reported earnings per share for the first quarter
2005 of $.55 compared to $.59 for the prior year quarter. The 2004 first quarter
results  included  the  sales  and  operating  results  of  the  European  fruit
preparations  business disposed of in 2004;  excluding such results,  2004 first
quarter earnings per share would have been $.57.

First Quarter 2005
------------------

First quarter 2005 sales totaled $523 million, declining 2% in comparison to the
prior year  quarter.  Reported  sales for the 2005  quarter  benefited  from the
strengthening of various currencies in relation to the U.S. dollar; had exchange
rates  remained  constant,  sales for the  quarter  would have  decreased  4% in
comparison to the prior year quarter.  Fragrance sales increased 4% while flavor
sales  decreased 9%; on a local currency  basis,  fragrance  sales grew 1% while
flavor sales declined 11%.

Flavor sales in the 2005 quarter were impacted by the disposition, in the second
half of 2004, of the  Company's  European  fruit  preparations  business.  On an
as-adjusted  basis,  excluding sales attributable to the European fruit business
from the 2004  quarterly  results,  2005 flavor sales would have increased 1% in
dollars  and  declined 1% in  local currency.  On the same as - adjusted  basis,
consolidated  sales would have increased 2% in reported dollars and been flat in
local  currency.  Flavor sales,  most notably in North America and Europe,  were
also unfavorably impacted by lower selling prices for naturals, mainly vanilla.

"During  the  quarter,  we  achieved a number of new wins and  continued  to see
strong sales trends in many of the markets we have targeted for growth.  However
we,  like others in our  industry,  continue  to face  challenges  brought on by
increased raw material  costs and  resistance to price  increases.  By remaining
focused  on  innovation,  superior  service,  and  operating  discipline,  I  am
confident that we can continue to  differentiate  ourselves from our competitors
and drive market share gains to create value for our shareholders," said Richard
A. Goldstein, Chairman and Chief Executive Officer of IFF.

Fragrance sales were led by fine fragrance which increased 12% in dollars and 9%
in local  currency;  the fine fragrance  performance  reflected the benefit of a
number of new product  wins.  Chemical  sales  increased 3% in dollars and 1% in
local  currency  while sales of  functional  fragrance  products  declined 1% in
dollars and 3% in local currency.

Sales  performance  by region for the 2005  quarter  compared  to the prior year
quarter follows:

-    North America flavor and fragrance sales declined 7% and 3%,  respectively;
     in total,  regional sales  declined 5%. Aroma chemical sales  increased 8%,
     while fine and functional fragrance sales declined 5% and 7%, respectively.
     Flavor  sales had a difficult  comparative  with the first  quarter of 2004
     when sales grew 18%.
-    European  fragrance  sales increased 8% while flavor sales declined 22%; in
     total,  regional  sales  declined 5%.  Reported  sales  benefited  from the
strength of the Euro and Pound Sterling; local currency sales declined 10%.
     Local currency fragrance sales increased 3%; fine fragrance sales increased
     17%, driven mainly by new wins, offset by respective decreases of 6% and 4%
     in functional  fragrances and aroma chemicals.  Local currency flavor sales
     declined  26%,  mainly  as a result  of the  disposition  of the  Company's
     European fruit preparations  business.  On an as-adjusted basis,  excluding
     sales  attributable  to the European  fruit business from the 2004 results,
     2005 flavor sales would have increased 4% in dollars and been flat in local
     currency.
-    Local  currency  sales in Asia  Pacific  increased  2% in both  flavors and
     fragrances,  resulting  in a 4% increase in reported  dollar  sales.  Local
     currency  fragrance  sales  increased  2%  led  by a 4%  increase  in  fine
     fragrances  and a 12%  increase in aroma  chemicals;  functional  fragrance
     sales declined 3%. Local currency flavor sales increased 2%, resulting in a
     5% increase in reported dollars.  For the region, the Philippines,  Vietnam
     and Indonesia were strongest,  with respective  local currency flavor sales
     increases of 9%, 32% and 27%. This strong  growth was  partially  offset by
     weakness in Japan,  South Korea and Australia  which declined 5%, 22% and
     9%, respectively.
-    Latin  American  sales   increased  5%  with  fragrance  and  flavor  sales
     increasing  5% and 6%,  respectively.  For the  region,  sales  growth  was
     strongest  in  Argentina,  Brazil  and Mexico  which  grew 14%,  7% and 6%,
     respectively.  Fragrance  sales were  strongest  in  Argentina,  Brazil and
     Central America,  with respective  increases of 16%, 7% and 18%.  Fragrance
     sales  growth was led by a 12%  increase in fine  fragrance  sales and a 4%
     increase in functional fragrances; aroma chemical sales declined 7%. Flavor
     sales  were led by 36%,  11% and 8%  increases  in  Mexico,  Argentina  and
     Brazil, respectively.
-    India sales  increased 13% in local  currency and 14% in reported  dollars.
     Local currency fragrance sales increased 10% resulting in a 12% increase in
     dollars.  Flavor sales increased 17% in both local currency and dollars. In
     both flavors and fragrances, the sales performance reflected the benefit of
     new product introductions.

Net income for the quarter decreased 7% in comparison to the prior year quarter.
The decline in net income was partially due to the  disposition  of the European
fruit  business;   2004  results  included  income  approximating  $2.2  million
attributable to this business. Proceeds from the disposition were used to reduce
debt but profits  related to the Fruit  business  were not  replaced by interest
expense savings.  Gross profit,  as a percentage of sales, was 41.0% compared to
42.7% in the  prior  year  quarter.  The gross  margin  performance  was  mainly
attributable  to increased  raw material  costs and customer  resitance to price
increases,  as well as  declining  selling  prices for  naturals,  most  notably
vanilla. Gross margin was also impacted by lower expense absorbtion attributable
to the facility closure in Dijon and the transfer of related production to other
manufacturing  locations;  production  at the  Dijon  facility  ceased in March.
Research and Development ("R&D") expenses totaled 8.6% of sales compared to 8.3%
in the prior year quarter,  consistent with the Company's  intended level of R&D
spending. Selling, General and Administrative ("SG&A") expenses, as a percentage
of sales,  decreased to 16.2% from 16.8%.  SG&A expenses include $2.5 million of
equity  compensation  expense for which there was no comparable expense included
in the 2004 first quarter results. However, this added expense was offset mainly
by lower accruals under the Company's  various incentive plans than in the prior
year quarter.  Interest  expense declined 14% from the prior year quarter due to
lower average borrowings in the 2005 quarter compared to the prior year quarter;
the average rate on  borrowings  for the 2005 quarter was 3.2%  compared to 3.0%
for the 2004 quarter. The effective tax rate for the quarter was 31.2%, compared
to 31.5% in the 2004 quarter.
Outlook for 2005 updated
------------------------

Consistent  with previous  guidance,  IFF expects 2005 local  currency  sales to
increase in the low-single digits in comparison to 2004 sales as reported; based
on current exchange rates, such local currency growth is expected to result in a
low to  mid-single  digit  increase in reported  dollars.  For  purposes of this
comparison, 2004 sales include $58 million of sales attributable to the European
fruit  preparations  business.  Excluding fruit sales from the 2004 comparative,
IFF expects  2005 local  currency  sales to  increase  in the low to  mid-single
digits in  comparison  to 2004;  based on  current  exchange  rates,  this local
currency growth is expected to result in a mid-single digit increase in reported
dollars.

Gross profit as a percentage of sales is expected to remain at approximately the
same levels as reported for the first quarter 2005.  Manufacturing  expenses are
expected to benefit  from the  elimination  of  duplicate  costs  related to the
shutdown of the Dijon  facility.  However,  margins are expected to remain under
pressure  due to  anticipated  increased  supply chain costs as well as expected
delays in fully implementing price increases.  Research and development expenses
are expected to approximate 9% of sales,  consistent with the Company's intended
level of R&D spending.  R&D spending  will increase  somewhat as a percentage of
sales in comparison to 2004,  mainly as a result of the elimination of the fruit
preparations  business;   relative  to  other  parts  of  the  business,   fruit
preparations required less R&D as a percentage of sales. In 2005, SG&A expenses,
as a percentage  of sales,  are expected to increase  somewhat from 2004 levels,
mainly  from   inclusion  of  an  expected  $12.0  -  $14.0  million  in  equity
compensation  expense in 2005, compared to $5.0 million of such expense in 2004.
In May 2004, the Company began using Restricted  Stock Units  ("RSU's"),  rather
than stock options, as an element of the Company's incentive  compensation plans
for all  eligible  U.S. - based  employees  and a majority of eligible  overseas
employees.  Vesting  of  the  RSU's  for  the  Company's  senior  management  is
performance and time based; for the remainder of eligible employees,  vesting is
time based (generally over a three year period).  The actual expense will depend
upon the value of the Company's stock and the number of RSU's granted.  Interest
expense is  expected to decline  10% - 12% from 2004.  The  Company  expects the
effective  tax  rate in 2005 to  approximate  31.2%.  This  tax  rate  does  not
contemplate the effect,  if any, that may arise as a result of repatriation from
overseas  subsidiaries  as  envisioned  under the American  Jobs Creation Act of
2004;  the Company  expects to  determine  the amounts and  sources,  if any, of
foreign earnings to be repatriated in the second half of 2005.

Primarily  as a result  of the  anticipated  supply  chain  cost  increases  and
expected timing in implementing  price  increases,  IFF now expects earnings per
share for 2005 to be in the range of $2.20 to $2.35  compared to $2.05  reported
in 2004. Excluding  restructuring and other charges representing $.22 per share,
2004 results per share were $2.27.

About IFF
---------

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

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

Conference call
---------------
There will be a conference  call today at 10:00 AM Eastern  Time,  at which time
the Company will discuss operating  results for the 2005 first quarter,  and its
current expectations for 2005. The dial in number for U.S.-based participants is
1-800-811-7286;  for international  participants,  the number is 1-913-981-4902.
The pass code for the call is 1304290.

A replay of the  conference  call will be  available  from 1:00 PM Eastern  Time
beginning on Wednesday  April 27, 2005 and ending at Midnight on Wednesday,  May
11.  The  dial  in  number  for  the  replay   for   U.S.-based   listeners   is
1-888-203-1112;  for international listeners, the number is 1-719-457-0820.  The
replay pass code will be 1304290.

The call can also be  monitored  via the  World  Wide Web at  www.iff.com.  Real
Network's  Real  Player or  Microsoft  Media  Player is  required  to access the
webcast.     They     can     be     downloaded     from     www.real.com     or
www.microsoft.com/windows/mediaplayer.  A replay of the conference  call will be
available on the Company's website for twelve months.

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

                              ********************
International Flavors & Fragrances Inc.
                          Consolidated Income Statement
                  (Amounts in thousands except per share data)
Quarter Ended March 31,
                                             -------------------- ------------------ ------------------ --------------------

                                                     As reported      Adjustments         As-adjusted
                                                        2004             (A)                  2004                 2005
                                             -------------------- ------------------ ------------------ --------------------
Net sales                                             $535,015            $24,616           $510,399             $523,052

Cost of goods sold                                     306,786             18,927            287,859              308,397
                                             -------------------- ------------------ ------------------ --------------------
Gross margin on sales                                  228,229              5,689            222,540              214,655
Research & development                                  44,648                627             44,021               44,753
Selling and administrative                              89,726              1,777             87,949               84,744
Amortization                                             3,699                  -              3,699                3,768
                                             -------------------- ------------------ ------------------ --------------------

                                                        90,156              3,285             86,871                81,390
Interest expense                                        (6,457)                 -             (6,457)              (5,576)
Other income (expense), net                             (1,425)                 -             (1,425)                 556
                                             -------------------- ------------------ ------------------ --------------------
Pretax income                                           82,274              3,285             78,989               76,370
Income taxes                                            25,916              1,035             24,881               23,827
                                             -------------------- ------------------ ------------------ --------------------
Net income                                            $ 56,358            $ 2,250           $ 54,108             $ 52,543
                                             ==================== ================== ================== =====================

Net income                                            $ 56,358            $ 2,250           $ 54,108              $52,543
Earnings per share - basic                                $.60               $.02               $.58                 $.56
Earnings per share - diluted                              $.59               $.02               $.57                 $.55
                                             -------------------- ------------------ ------------------ --------------------
(A)  Adjustments  reflect  elimination  of sales and  operating  results  of the
European  fruit  preparations  business  for the  period  presented.  Additional
details  regarding  as-adjusted  information are contained in a January 25, 2005
Form 8K filed with the SEC and are also available via the Company's website.
International Flavors & Fragrances Inc.
                      Consolidated Condensed Balance Sheet
                             (Amounts in thousands)
------------------- ------------------
                                                                               December 31, 2004    March 31, 2005
                                                                              ------------------  -------------------
Cash & short-term investments                                                 $   32,995         $   23,175
      Receivables                                                                      358,361            397,580
      Inventories                                                                      457,204            441,798
      Other current assets                                                             112,810            110,698
                                                                              ------------------- ------------------
          Total current assets                                                         961,370            973,251

      Property, plant and equipment, net (1,2)                                         501,334            491,721
      Goodwill and other intangibles, net                                              789,676            785,908
      Other assets                                                                     110,914            122,465
                                                                              ------------------- ------------------
                                  Total assets                                      $2,363,294         $2,373,345
                                                                              =================== ==================

      Commercial paper/bank borrowings and overdrafts                                 $ 15,957           $ 68,754
      Other current liabilities                                                        383,565            343,905
                                                                              ------------------- ------------------
         Total current liabilities                                                     399,522            412,659

      Long-term debt (3)                                                               668,969            660,862
      Non-current liabilities                                                          384,316            397,316

      Shareholders' equity                                                             910,487            902,508
                                                                              ------------------- ------------------
                   Total liabilities and shareholders' equity                       $2,363,294         $2,373,345
                                                                              =================== ==================
Notes:
     1. Capital spending -         $16 million

     2. Depreciation -             $19 million

     3. At  December  31,  2004 and  March  31,  2005  long-term  debt  includes
     unamortized  gains and FAS 133 mark to market  adjustments of $23.8 million
     and $20.5 million, respectively, on various interest rate swaps the Company
     has entered  into;  such gains have been  deferred and are being  amortized
     over the  remaining  term of the  underlying  debt  and the mark to  market
     adjustment is recorded each quarter.

                              ********************
Average Shares Outstanding (in thousands)        2004          2005
      --------------------------------------------------------------------------
Basic                                           94,033        94,325
      Diluted                                         95,126        96,025
Quarter ended March 31, 2005 As Reported
                    ----------------------------------------
% Change in Sales by Area of Destination         Fragrances      Flavors       Total
  ----------------------------------------         ----------      -------       ------
North America                           (3)           (7)          (5)

             Europe - Reported                          8            (22)         (5)
             -----------------
          Europe - Local Currency                       3            (26)        (10)

               Latin America                            5             6            5

          Asia Pacific - Reported                       3             5            4
          -----------------------
       Asia Pacific - Local Currency                    2             2            2

              India - Reported                         12             17          14
              ----------------
           India - Local Currency                      10             17          13

              Total - Reported                          4            (9)          (2)
              ----------------
           Total - Local Currency                       1            (11)         (4)
Quarter ended March 31, 2005 Compared to 2004 As-Adjusted
            ---------------------------------------------------------
      Excluding Sales Attributable to European Fruit Preparations Business
      --------------------------------------------------------------------
% Change in Sales by Area of Destination         Fragrances      Flavors       Total
  ----------------------------------------         ----------      -------       ------
North America                            (3)          (7)          (5)

             Europe - Reported                           8            4            6
             -----------------
          Europe - Local Currency                        3            -            1

               Latin America                             5            6            5

          Asia Pacific - Reported                        3            5            4
          -----------------------
       Asia Pacific - Local Currency                     2            2            2

              India - Reported                          12            17          14
              ----------------
           India - Local Currency                       10            17          13

              Total - Reported                           4            1            2
              ----------------
           Total - Local Currency                        1           (1)           -