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 26, 2005
                                                    ---------------------------


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
-------------------------------------------------------------------------------
               (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 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 October 26, 2005 reporting IFF's  financial  results for the third quarter
and nine months ended September 30, 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
     business disposed of in 2004, the impact of certain restructuring and other
     charges   recorded  in  2004,   the  impact  of  the   Company's   intended
     repatriatization   of  certain   extraordinary   dividends   from   foreign
     subsidiaries  under the American  Jobs Creation Act of 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,  the  impact  of  such
     repatriatization  of extraordinary  dividends,  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
               October 26, 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:  October 26, 2005          By:  /s/ Douglas J. Wetmore
                                  -------------------------------------------
                                  Name: Douglas J. Wetmore
                                  Title: Senior Vice President and
                                         Chief Financial Officer

<PAGE>
                                                         FOR IMMEDIATE RELEASE
                                                         ---------------------


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

  New York, N.Y., October 26, 2005 ... International Flavors & Fragrances Inc.
  (NYSE: IFF) ("IFF" or "the Company") reported earnings per share for the third
  quarter 2005 of $.72 compared to $.44 in the prior year quarter. The 2005
  third quarter results include a net tax benefit of $23.3 million ($.24 per
  share) relating to the Company's intention to repatriate, in 2005,
  approximately $250 million of dividends from foreign subsidiaries under the
  provisions of the American Jobs Creation Act of 2004 ("AJCA"). On an
  as-adjusted basis, excluding the tax impact noted above, 2005 third quarter
  earnings per share would have been $.48. The 2004 third quarter results
  include $20.0 million ($12.7 million after tax or $.14 per share) of
  restructuring and other charges related to the sale of certain European fruit
  business assets, the closure of the Company's Dijon, France manufacturing
  facility and other related reorganization activities. On an as-adjusted basis,
  excluding both the sales and operating results of the fruit business and the
  effects of the charges related to the disposition thereof, 2004 third quarter
  earnings per share would have been $.58.

  Third quarter 2005 sales totaled $493.1 million, declining 3% in comparison to
  the prior year in both local currency and reported dollars. Fragrance and
  flavor sales decreased 1% and 3%, respectively, in both local currency and
  dollars.

  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 $10.6 million in sales attributable to the
  fruit business from the 2004 third quarter, flavor sales for the current
  quarter would have increased 2% in dollars and 1% in local currency. Flavor
  sales, most notably in North America and Europe, were also unfavorably
  impacted by lower selling prices for naturals, mainly vanilla.

  Fragrance sales were led by fine fragrance which increased 1% in both local
  currency and dollars; the fine fragrance performance reflected the benefit of
  new product wins. Chemical sales decreased 5% in both local currency and
  dollars while sales of functional fragrances were flat in both local currency
  and dollars.

  "Our growth with IFF's largest global accounts gives me confidence that our
  long-term strategic initiatives will enable us to successfully manage through
  the current challenging pricing environment," said Richard A. Goldstein,
  Chairman and Chief Executive Officer of IFF. "Year-to-date, local currency
  sales to our 5 largest customers have grown by over 6%, following 7% growth
  for the full year 2004. Innovative technologies, combined with our
  collaborative approach to working with our customers will prove to be
  important differentiators. With our customer partnerships and continued
  technology leadership, we are well positioned to achieve our goals and drive
  value for IFF shareholders."

  Sales performance by region for the 2005 third quarter compared to the prior
  year quarter follows:
<PAGE>
     -    North  America  fragrance  and  flavor  sales  declined  2%  and  10%,
          respectively; in total, regional sales declined 5%. Fine fragrance and
          aroma  chemical  sales  increased  6%  and  1%,  respectively,   while
          functional  fragrances decreased 8%. New fragrance wins drove the fine
          fragrance performance.
     -    European   fragrance   and  flavor   sales   decreased   3%  and  14%,
          respectively;  in total,  regional  sales  declined 7%. Local currency
          fragrance  sales  decreased 3%; aroma  chemical  sales  decreased 10%,
          functional  fragrance  sales were flat,  while  fine  fragrance  sales
          increased 1%. Local currency  flavor sales  declined 13%,  mainly as a
          result of the disposition of the fruit  preparations  business.  On an
          as-adjusted basis,  excluding sales attributable to this business from
          the 2004  results,  2005 flavor  sales would have been flat in dollars
          and increased 1% in local  currency.  On the same  as-adjusted  basis,
          sales in Eastern Europe increased 21% in local currency,  led by a 42%
          increase in Russia;  however,  this  performance was offset by a local
          currency decline of 3% in Western Europe.
     -    Asia Pacific sales  increased 2% in local  currency and 3% in dollars.
          Fragrance  sales  decreased  6% in both local  currency  and  dollars;
          flavor sales  increased 7% in local currency and 9% in dollars.  Local
          currency  fine and  functional  fragrance  sales  declined 15% and 6%,
          respectively,  mainly due to weak demand in  Singapore,  Thailand  and
          Australia.  Flavor  sales  were  led by  Greater  China,  Vietnam  and
          Indonesia with  respective  local currency sales increases of 28%, 72%
          and 17%. For the region,  Greater China,  Vietnam, the Philippines and
          Indonesia  were  strongest,   with  respective  local  currency  sales
          increases of 8%, 31%, 18% and 9%.
     -    Latin  American  sales  increased 10% with  fragrance and flavor sales
          increasing 3% and 34%,  respectively.  Flavor sales were  strongest in
          Argentina,   Brazil   and  Mexico   which  grew  48%,   39%  and  53%,
          respectively.  Functional fragrance and aroma chemical sales increased
          6% and 2%,  respectively,  while fine  fragrance  sales  decreased 6%;
          fragrance growth was generally consistent among all countries.
     -    India reported sales growth of 18% in both local currency and dollars.
          Local currency fragrance sales increased 16% and 15% in dollars, while
          flavor sales increased 21% 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 2005 third quarter increased 62% compared to the prior
   year quarter. The 2005 third quarter results include a tax benefit of $23.3
   million ($.24 per share) relating to AJCA; the tax benefit results from the
   reversal of prior accruals relating to the repatriation of foreign earnings,
   net of the applicable reduced U.S. tax cost of eligible repatriated foreign
   earnings, as provided for in AJCA. The 2004 third quarter results include
   $20.0 million ($12.7 million after tax or $.14 per share) of restructuring
   and other charges related to the sale of certain European fruit business
   assets, the closure of the Company's Dijon, France manufacturing facility and
   other related reorganization activities. Excluding the impact of
   restructuring and other charges from the 2004 results and the tax benefit
   from AJCA from the 2005 results, net income would have decreased 18%.

   In the third quarter, gross profit as a percentage of sales was 41.9%
   compared to 42.9% in the prior year; the margin decline was mainly
   attributable to higher raw material costs which the Company has not yet been
   able to fully recover through increased selling prices. Research and
   Development ("R&D") expenses totaled 9.1% of sales compared to 8.5% 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
<PAGE>
   percentage of sales, increased to 17.4% from 16.5% due to the cost of
   customer damages related to the raw material contamination issue the Company
   reported earlier this year and for which the Company will seek full
   indemnification from its supplier, the supplier's insurers and, to the extent
   required, its own insurers. Interest expense increased 9% from the prior year
   due to higher borrowing levels during the quarter and somewhat higher cost of
   borrowing. The effective tax rate for the 2005 third quarter was
   significantly impacted by the benefit attributable to AJCA; excluding this
   benefit, discussed above, the effective tax rate for the quarter would have
   been 31.7% compared to 29.9% in the prior year quarter. Variations in
   the effective tax rate are mainly attributable to fluctuations in earnings in
   the countries in which the Company operates.

  For the nine-month period ended September 30, 2005, sales totaled $1,531.7
  million, declining 2% in comparison to the prior year period, as reported.
  Reported sales for 2005 benefited from the strengthening of various
  currencies, particularly the Euro, in relation to the U.S. dollar; had
  exchange rates remained constant, sales for the nine-month period ended
  September 30, 2005 would have decreased 3% compared to the prior year period.
  For the 2005 period, fragrance sales increased 2% while flavor sales declined
  7%; on a local currency basis, fragrance sales grew 1% while flavor sales
  declined 9%.

  Flavor sales in the 2005 period 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 $56.8 million in sales attributable to the
  fruit business from the 2004 period, 2005 flavor sales would have increased 1%
  in dollars and declined 1% in local currency. Flavor sales, most notably in
  North America and Europe, were also unfavorably impacted by lower selling
  prices for naturals, mainly vanilla, as well as a $5.0 million impact in the
  second quarter related to a raw material contamination issue.

  Sales performance by region for the 2005 nine-month period compared to the
  prior year follows:

     -    North  America   fragrance  and  flavor  sales  declined  2%  and  9%,
          respectively; in total, regional sales declined 5%. Fine fragrance and
          aroma  chemical sales both  increased 2%, while  functional  fragrance
          sales  declined  6%.  Sales  of  both  fragrances  and  flavors  had a
          difficult  comparative  with the 2004 period when sales  increased 11%
          and 13%, respectively.
     -    Europe  sales  declined  9% in  local  currency  and  6%  in  dollars.
          Fragrance  sales  increased  1% in local  currency  and 4% in dollars.
          Local currency fine fragrance sales increased 10%, driven primarily by
          new wins, while functional  fragrances and aroma chemicals declined 5%
          and 3%, respectively. Local currency flavor sales declined 22% and 19%
          in  dollars  mainly  as a  result  of the  disposition  of  the  fruit
          preparations  business.  On  an  as-adjusted  basis,  excluding  sales
          attributable to this business from the 2004 results, 2005 flavor sales
          would have increased 3% in dollars and been flat in local currency. On
          the same as-adjusted  basis,  sales in Eastern Europe increased 13% in
          local  currency,  led  by a 33%  increase  in  Russia;  however,  this
          performance  was offset by a local  currency  decline of 1% in Western
          Europe.
     -    Asia Pacific  sales were flat in local  currency  and  increased 2% in
          dollars.  Fragrance  sales  decreased  4% in local  currency and 3% in
          dollars;  flavor  sales  increased  3% in  local  currency  and  5% in
          dollars.  Flavor sales were strongest in Greater China,  Indonesia and
          Vietnam, with respective local currency increases of 14%, 11% and 34%.
          Fragrance sales in Vietnam,  Taiwan and South Korea increased 66%, 18%
          and 15%, respectively,  but were offset by declining sales in Thailand
          and Singapore/Malaysia.
<PAGE>
     -    Latin  American  sales  increased 10% in comparison to the prior year.
          Flavor sales increased 18%,  benefiting from increases of 20%, 23% and
          35% in Argentina,  Brazil and Mexico,  respectively.  Fragrance  sales
          increased 7% with Argentina,  Mexico and Brazil reporting increases of
          14%, 5% and 8%, respectively.
     -    India  sales  increased  16% in  local  currency  and 17% in  reported
          dollars. This performance was led by an 18% local currency increase in
          flavor sales with fragrance sales  increasing 14% in comparison to the
          prior  year  period.  In  both  flavors  and  fragrances,   the  sales
          performance reflected the benefit of new wins.

  Net income for the nine-month period ended September 30, 2005 increased 15%
  compared to the prior year period; excluding the impact of restructuring and
  other charges from the 2004 results and the tax benefit from AJCA from the
  2005 results, net income decreased 11%. The 2005 decline in net income is
  partially due to the disposition of the European fruit business; 2004 results
  included income of $4.0 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 41.6% compared to 43.0% in the
  prior year period; the margin decline was mainly attributable to higher raw
  material costs which the Company has not yet been able to fully recover
  through increased selling prices. Gross margin was also negatively impacted by
  costs attributable to the raw material contamination issue the Company
  reported earlier this year; year-to-date, cost of sales include $3.0 million
  in related costs, comprised mainly of testing costs and the write-off of
  affected materials. R&D expenses totaled 8.7% of sales compared with 8.4% in
  the prior year period, consistent with the Company's intended level of R&D
  spending. SG&A expenses, as a percentage of sales, increased to 16.6% from
  16.4%, mainly due to the cost of customer damages related to the raw material
  contamination issue. Interest expense decreased 2% from the prior year mainly
  due to lower average borrowings compared to the prior year. The effective tax
  rate for the nine-month periods ended September 30, 2005 and 2004 was 20.8%
  and 30.9%, respectively; excluding the impact of AJCA, the effective tax rate
  for the nine-month period ended September 30, 2005 would have been 31.2%.
  Variations in the effective tax rate are mainly attributable to fluctuations
  in earnings in the countries in which the Company operates.

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

  IFF currently expects 2005 local currency sales to decrease in the low single
  digits in comparison to 2004 sales as reported; based on current exchange
  rates, such local currency performance is expected to result in a low single
  digit decrease 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 be flat to up 1% in comparison to 2004;
  based on current exchange rates, this local currency growth is expected to
  result in a low 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 nine months, mainly due to increased
  supply chain costs including the impact of the raw material costs, as well as
  the timing in implementing negotiated price increases. R&D expenses are
  expected to approximate 9% of sales, consistent with the Company's intended
  level of R&D spending. R&D spending is increasing 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
<PAGE>
  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 million - $13.0
  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. The actual expense will depend upon
  the value of the Company's stock and the number of RSU's granted. The cost of
  customer damages related to the raw material contamination issue will also
  impact SG&A expense. The Company expects the effective tax rate in 2005 to be
  23.0%; excluding the benefit attributable to AJCA, the effective tax rate is
  expected to be 31.2%.

  Based on the foregoing, IFF currently expects earnings per share for 2005 to
  be in the range of $2.26 to $2.34, including the per share effect of the tax
  benefit related to AJCA of $.24. These results compare to earnings per share
  of $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", "outlook", "guidance" 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 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 the
   contamination issue; the impact of possible pension funding obligations and
<PAGE>
   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 third quarter 2005, and its
  current expectations for 2005. The dial in number for U.S.-based participants
  is 1-800-316-8317; for international participants, the number is
  1-719-457-2697. The pass code for the call is 7224582.

  A replay of the conference call will be available from 1:00 PM Eastern Time
  beginning on Wednesday October 26, 2005 and ending at Midnight on Wednesday,
  November 9. 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 7224582.

  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)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Quarter Ended September 30,
                                                  ----------------- ------------------- ------------------ -----------------
                                                    As Reported        Adjustments         As-Adjusted
                                                       2004                  (A)              2004               2005
                                                  ----------------- ------------------- ------------------ -----------------
<S>                                                     <C>                 <C>               <C>                 <C>
   Net sales                                          $506,229           $10,600          $495,629            $493,118
   Cost of goods sold                                  289,052             9,325           279,727             286,712
                                                  ----------------- ------------------- ------------------ -----------------
   Gross margin on sales                               217,177             1,275           215,902             206,406
   Research & development                               43,124               421            42,703              44,651
   Selling and administrative                           83,694             1,099            82,595              86,022
   Amortization                                          3,709                 -             3,709               3,768
                                                  ----------------- ------------------- ------------------ -----------------
                                                        86,650              (245)           86,895              71,965
   Restructuring and other charges                     (19,950)                -           (19,950)                  -
   Interest Expense                                     (6,041)                -            (6,041)             (6,566)
   Other income (expense), net                            (324)                -              (324)                854
                                                  ----------------- ------------------- ------------------ -----------------
   Pretax income                                        60,335              (245)           60,580              66,253
   Income taxes(benefit)                                18,030               (74)           18,104              (2,319)
                                                  ----------------- ------------------- ------------------ -----------------
   Net income                                          $42,305            $ (171)          $42,476             $68,572
                                                  ================= =================== ================== =================

   Including restructuring and other charges:
   Net income                                          $42,305                             $42,476             $68,572
   Earnings per share - basic                            $0.45                               $0.45               $0.73
   Earnings per share - diluted                          $0.44                               $0.44               $0.72
                                                  ----------------- ------------------- ------------------ -----------------

   Excluding restructuring and other charges:
   Net income                                          $54,995                             $55,166             $68,572
   Results per share - basic                             $0.58                               $0.59               $0.73
   Results per share - diluted                           $0.58                               $0.58               $0.72
                                                  ----------------- ------------------- ------------------ -----------------
</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 8-K filed with the SEC and are also available via the Company's website.
<PAGE>


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

                                                                          Nine Months Ended September 30,
                                                ------------------ ------------------- ------------------- -----------------
                                                  As Reported         Adjustments         As-Adjusted
                                                       2004               (A)                 2004               2005
                                                ------------------ ------------------- ------------------- -----------------
<S>                                                   <C>                 <C>                <C>                   <C>
Net sales                                           $1,565,421              $56,838         $1,508,583          $1,531,748
Cost of goods sold                                     891,554               44,832            846,722             894,174
                                                ------------------ ------------------- ------------------- -----------------
Gross margin on sales                                  673,867               12,006            661,861             637,574
Research & development                                 132,114                1,660            130,454             133,784
Selling and administrative                             256,604                4,530            252,074             253,632
Amortization                                            11,117                    -             11,117              11,303
                                                ------------------ ------------------- ------------------- -----------------
                                                       274,032                5,816            268,216             238,855
Restructuring and other charges                        (27,666)                   -            (27,666)                  -
Interest expense                                       (18,612)                   -            (18,612)            (18,204)
Other income (expense), net                             (3,054)                   -             (3,054)              3,968
                                                ------------------ ------------------- ------------------- -----------------
Pretax income                                          224,700                5,816            218,884             224,619
Income taxes                                            69,535                1,826             67,709              46,791
                                                ------------------- ------------------- ------------------- -----------------
Net income                                            $155,165               $3,990           $151,175            $177,828
                                                =================== =================== =================== =================
Including restructuring and other charges:
Net income                                            $155,165                                $151,175            $177,828
Earnings per share - basic                               $1.65                                   $1.61               $1.89
Earnings per share - diluted                             $1.63                                   $1.59               $1.87
                                                ------------------- ------------------- ------------------- -----------------
Excluding restructuring and other charges:
Net income                                            $172,870                                $168,880            $177,828
Results per share - basic                                $1.84                                   $1.79               $1.89
Results per share - diluted                              $1.81                                   $1.77               $1.87
                                                ------------------- ------------------- ------------------- -----------------
</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 8-K 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>

                                                                              ------------------  ------------------
                                                                                                       (Unaudited)
                                                                                December 31, 2004     September 30,
                                                                                                            2005
                                                                              ------------------  ------------------
      <S>                                                                               <C>                 <C>
      Cash & short-term investments                                                   $ 32,995           $ 28,647
      Receivables                                                                      358,361            384,285
      Inventories                                                                      457,204            437,294
      Other current assets                                                             112,810            115,116
                                                                              ------------------  ------------------
          Total current assets                                                         961,370            965,342

      Property, plant and equipment, net (1,2)                                         501,334            494,180
      Goodwill and other intangibles, net                                              789,676            778,373
      Other assets                                                                     110,914            177,258
                                                                              ------------------  ------------------
                   Total assets                                                     $2,363,294         $2,415,153
                                                                              ===================  =================

      Commercial paper, bank borrowings, overdrafts and current
          portion of long-term debt (3)                                               $ 15,957          $ 552,609
      Other current liabilities                                                        383,565            374,980
                                                                              ------------------  ------------------
         Total current liabilities                                                     399,522            927,589

      Long-term debt (3)                                                               668,969            136,374
      Non-current liabilities                                                          384,316            422,639

      Shareholders' equity                                                             910,487            928,551
                                                                              ------------------  ------------------
                   Total liabilities and shareholders' equity                       $2,363,294         $2,415,153
                                                                              ==================  ==================
</TABLE>

     Notes:
     1.  Capital spending -        Quarter:          $23 million
                                   Year-to-date:     $61 million

     2.  Depreciation -            Quarter:          $20 million
                                   Year-to-date:     $58 million

     3.   At December 31, 2004 and  September 30, 2005  long-term  debt includes
          unamortized  gains  and FAS 133 mark to  market  adjustments  of $23.8
          million and $2.4  million,  respectively; at  September  30, 2005
          commercial paper,  bank borrowings,  overdrafts and current portion of
          long-term debt includes  unamortized  gains of $9.8 million 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>
       Third quarter:
                 Basic                                           94,172             93,380
                 Diluted                                         95,498             94,622
       ---------------------------------------------------- ------------------ ----------------
       Year-to-date:
                 Basic                                           94,114             93,860
                 Diluted                                         95,318             95,301
       ---------------------------------------------------- ------------------ ----------------
</TABLE>
<TABLE>
<CAPTION>

                                             Quarter ended September 30, 2005 As Reported

       ----------------------------------------------------------------------------------------------------------------------------

                   % Change in Sales by Area of Destination                 Fragrances           Flavors            Total
       ----------------------------------------------------------------------------------------------------------------------------
                                    <S>                                       <C>                  <C>               <C>
                                North America                                 (2)                  (10)              (5)

                              Europe - Reported                               (3)                  (14)              (7)
                             -------------------
                           Europe - Local Currency                            (3)                  (13)              (6)

                                Latin America                                  3                    34               10

                           Asia Pacific - Reported                            (6)                    9                3
                          ------------------------
                        Asia Pacific - Local Currency                         (6)                    7                2

                               India - Reported                               15                    21               18
                              -----------------
                            India - Local Currency                            16                    21               18

                               Total - Reported                               (1)                   (3)              (3)
                               ----------------
                            Total - Local Currency                            (1)                   (3)              (3)
       ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
          Quarter ended September 30, 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                                 (2)                  (10)              (5)

                              Europe - Reported                               (3)                    -               (3)
                              -----------------
                           Europe - Local Currency                            (3)                    1               (2)

                                Latin America                                  3                    34               10

                           Asia Pacific - Reported                            (6)                    9                3
                          ------------------------
                        Asia Pacific - Local Currency                         (6)                    7                2

                               India - Reported                               15                    21               18
                               ----------------
                            India - Local Currency                            16                    21               18

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

<PAGE>
<TABLE>
<CAPTION>
       ----------------------------------------------------------------------------------------------------------------------------
                                           Nine-months ended September 30, 2005 As Reported

       ----------------------------------------------------------------------------------------------------------------------------

                   % Change in Sales by Area of Destination                 Fragrances           Flavors           Total
       ----------------------------------------------------------------------------------------------------------------------------
                                    <S>                                       <C>                  <C>               <C>
                                North America                                 (2)                   (9)              (5)

                              Europe - Reported                                4                   (19)              (6)
                              -----------------
                           Europe - Local Currency                             1                   (22)              (9)

                                Latin America                                  7                    18               10

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

                               India - Reported                               15                    18               17
                               ----------------
                            India - Local Currency                            14                    18               16

                               Total - Reported                                2                    (7)              (2)
                              ------------------
                            Total - Local Currency                             1                    (9)              (3)
       ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                   Nine-months ended September 30, 2005 Compared to 2004 As-Adjusted
                                 Excluding Sales Attributable to European Fruit Preparations Business
       ----------------------------------------------------------------------------------------------------------------------------
                   % Change in Sales by Area of Destination                 Fragrances           Flavors              Total
       ----------------------------------------------------------------------------------------------------------------------------
                                    <S>                                       <C>                  <C>               <C>
                                North America                                 (2)                   (9)              (5)

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

                                Latin America                                  7                    18               10

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

                               India - Reported                               15                    18               17
                               ----------------
                            India - Local Currency                            14                    18               16

                               Total - Reported                                2                     1                2
                               ----------------
                            Total - Local Currency                             1                    (1)               -
       ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "a8k10252005.txt", "description": "THIRD QUARTER RESULTS - UPDATES 2005 GUIDANCE", "secsgml_size_bytes": 50929}]
{"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": "051155343"}, "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 26, 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 October 26, 2005 reporting IFF's  financial  results for the third quarter
and nine months ended September 30, 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
     business disposed of in 2004, the impact of certain restructuring and other
     charges   recorded  in  2004,   the  impact  of  the   Company's   intended
     repatriatization   of  certain   extraordinary   dividends   from   foreign
     subsidiaries  under the American  Jobs Creation Act of 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,  the  impact  of  such
     repatriatization  of extraordinary  dividends,  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
               October 26, 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:  October 26, 2005          By:  /s/ Douglas J. Wetmore
                                  -------------------------------------------
                                  Name: Douglas J. Wetmore
                                  Title: Senior Vice President and
                                         Chief Financial Officer
FOR IMMEDIATE RELEASE
                                                         ---------------------

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

  New York, N.Y., October 26, 2005 ... International Flavors & Fragrances Inc.
  (NYSE: IFF) ("IFF" or "the Company") reported earnings per share for the third
  quarter 2005 of $.72 compared to $.44 in the prior year quarter. The 2005
  third quarter results include a net tax benefit of $23.3 million ($.24 per
  share) relating to the Company's intention to repatriate, in 2005,
  approximately $250 million of dividends from foreign subsidiaries under the
  provisions of the American Jobs Creation Act of 2004 ("AJCA"). On an
  as-adjusted basis, excluding the tax impact noted above, 2005 third quarter
  earnings per share would have been $.48. The 2004 third quarter results
  include $20.0 million ($12.7 million after tax or $.14 per share) of
  restructuring and other charges related to the sale of certain European fruit
  business assets, the closure of the Company's Dijon, France manufacturing
  facility and other related reorganization activities. On an as-adjusted basis,
  excluding both the sales and operating results of the fruit business and the
  effects of the charges related to the disposition thereof, 2004 third quarter
  earnings per share would have been $.58.

  Third quarter 2005 sales totaled $493.1 million, declining 3% in comparison to
  the prior year in both local currency and reported dollars. Fragrance and
  flavor sales decreased 1% and 3%, respectively, in both local currency and
  dollars.

  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 $10.6 million in sales attributable to the
  fruit business from the 2004 third quarter, flavor sales for the current
  quarter would have increased 2% in dollars and 1% in local currency. Flavor
  sales, most notably in North America and Europe, were also unfavorably
  impacted by lower selling prices for naturals, mainly vanilla.

  Fragrance sales were led by fine fragrance which increased 1% in both local
  currency and dollars; the fine fragrance performance reflected the benefit of
  new product wins. Chemical sales decreased 5% in both local currency and
  dollars while sales of functional fragrances were flat in both local currency
  and dollars.

  "Our growth with IFF's largest global accounts gives me confidence that our
  long-term strategic initiatives will enable us to successfully manage through
  the current challenging pricing environment," said Richard A. Goldstein,
  Chairman and Chief Executive Officer of IFF. "Year-to-date, local currency
  sales to our 5 largest customers have grown by over 6%, following 7% growth
  for the full year 2004. Innovative technologies, combined with our
  collaborative approach to working with our customers will prove to be
  important differentiators. With our customer partnerships and continued
  technology leadership, we are well positioned to achieve our goals and drive
  value for IFF shareholders."

  Sales performance by region for the 2005 third quarter compared to the prior
  year quarter follows:
-    North  America  fragrance  and  flavor  sales  declined  2%  and  10%,
          respectively; in total, regional sales declined 5%. Fine fragrance and
          aroma  chemical  sales  increased  6%  and  1%,  respectively,   while
          functional  fragrances decreased 8%. New fragrance wins drove the fine
          fragrance performance.
     -    European   fragrance   and  flavor   sales   decreased   3%  and  14%,
          respectively;  in total,  regional  sales  declined 7%. Local currency
          fragrance  sales  decreased 3%; aroma  chemical  sales  decreased 10%,
          functional  fragrance  sales were flat,  while  fine  fragrance  sales
          increased 1%. Local currency  flavor sales  declined 13%,  mainly as a
          result of the disposition of the fruit  preparations  business.  On an
          as-adjusted basis,  excluding sales attributable to this business from
          the 2004  results,  2005 flavor  sales would have been flat in dollars
          and increased 1% in local  currency.  On the same  as-adjusted  basis,
          sales in Eastern Europe increased 21% in local currency,  led by a 42%
          increase in Russia;  however,  this  performance was offset by a local
          currency decline of 3% in Western Europe.
     -    Asia Pacific sales  increased 2% in local  currency and 3% in dollars.
          Fragrance  sales  decreased  6% in both local  currency  and  dollars;
          flavor sales  increased 7% in local currency and 9% in dollars.  Local
          currency  fine and  functional  fragrance  sales  declined 15% and 6%,
          respectively,  mainly due to weak demand in  Singapore,  Thailand  and
          Australia.  Flavor  sales  were  led by  Greater  China,  Vietnam  and
          Indonesia with  respective  local currency sales increases of 28%, 72%
          and 17%. For the region,  Greater China,  Vietnam, the Philippines and
          Indonesia  were  strongest,   with  respective  local  currency  sales
          increases of 8%, 31%, 18% and 9%.
     -    Latin  American  sales  increased 10% with  fragrance and flavor sales
          increasing 3% and 34%,  respectively.  Flavor sales were  strongest in
          Argentina,   Brazil   and  Mexico   which  grew  48%,   39%  and  53%,
          respectively.  Functional fragrance and aroma chemical sales increased
          6% and 2%,  respectively,  while fine  fragrance  sales  decreased 6%;
          fragrance growth was generally consistent among all countries.
     -    India reported sales growth of 18% in both local currency and dollars.
          Local currency fragrance sales increased 16% and 15% in dollars, while
          flavor sales increased 21% 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 2005 third quarter increased 62% compared to the prior
   year quarter. The 2005 third quarter results include a tax benefit of $23.3
   million ($.24 per share) relating to AJCA; the tax benefit results from the
   reversal of prior accruals relating to the repatriation of foreign earnings,
   net of the applicable reduced U.S. tax cost of eligible repatriated foreign
   earnings, as provided for in AJCA. The 2004 third quarter results include
   $20.0 million ($12.7 million after tax or $.14 per share) of restructuring
   and other charges related to the sale of certain European fruit business
   assets, the closure of the Company's Dijon, France manufacturing facility and
   other related reorganization activities. Excluding the impact of
   restructuring and other charges from the 2004 results and the tax benefit
   from AJCA from the 2005 results, net income would have decreased 18%.

   In the third quarter, gross profit as a percentage of sales was 41.9%
   compared to 42.9% in the prior year; the margin decline was mainly
   attributable to higher raw material costs which the Company has not yet been
   able to fully recover through increased selling prices. Research and
   Development ("R&D") expenses totaled 9.1% of sales compared to 8.5% 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, increased to 17.4% from 16.5% due to the cost of
   customer damages related to the raw material contamination issue the Company
   reported earlier this year and for which the Company will seek full
   indemnification from its supplier, the supplier's insurers and, to the extent
   required, its own insurers. Interest expense increased 9% from the prior year
   due to higher borrowing levels during the quarter and somewhat higher cost of
   borrowing. The effective tax rate for the 2005 third quarter was
   significantly impacted by the benefit attributable to AJCA; excluding this
   benefit, discussed above, the effective tax rate for the quarter would have
   been 31.7% compared to 29.9% in the prior year quarter. Variations in
   the effective tax rate are mainly attributable to fluctuations in earnings in
   the countries in which the Company operates.

  For the nine-month period ended September 30, 2005, sales totaled $1,531.7
  million, declining 2% in comparison to the prior year period, as reported.
  Reported sales for 2005 benefited from the strengthening of various
  currencies, particularly the Euro, in relation to the U.S. dollar; had
  exchange rates remained constant, sales for the nine-month period ended
  September 30, 2005 would have decreased 3% compared to the prior year period.
  For the 2005 period, fragrance sales increased 2% while flavor sales declined
  7%; on a local currency basis, fragrance sales grew 1% while flavor sales
  declined 9%.

  Flavor sales in the 2005 period 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 $56.8 million in sales attributable to the
  fruit business from the 2004 period, 2005 flavor sales would have increased 1%
  in dollars and declined 1% in local currency. Flavor sales, most notably in
  North America and Europe, were also unfavorably impacted by lower selling
  prices for naturals, mainly vanilla, as well as a $5.0 million impact in the
  second quarter related to a raw material contamination issue.

  Sales performance by region for the 2005 nine-month period compared to the
  prior year follows:

     -    North  America   fragrance  and  flavor  sales  declined  2%  and  9%,
          respectively; in total, regional sales declined 5%. Fine fragrance and
          aroma  chemical sales both  increased 2%, while  functional  fragrance
          sales  declined  6%.  Sales  of  both  fragrances  and  flavors  had a
          difficult  comparative  with the 2004 period when sales  increased 11%
          and 13%, respectively.
     -    Europe  sales  declined  9% in  local  currency  and  6%  in  dollars.
          Fragrance  sales  increased  1% in local  currency  and 4% in dollars.
          Local currency fine fragrance sales increased 10%, driven primarily by
          new wins, while functional  fragrances and aroma chemicals declined 5%
          and 3%, respectively. Local currency flavor sales declined 22% and 19%
          in  dollars  mainly  as a  result  of the  disposition  of  the  fruit
          preparations  business.  On  an  as-adjusted  basis,  excluding  sales
          attributable to this business from the 2004 results, 2005 flavor sales
          would have increased 3% in dollars and been flat in local currency. On
          the same as-adjusted  basis,  sales in Eastern Europe increased 13% in
          local  currency,  led  by a 33%  increase  in  Russia;  however,  this
          performance  was offset by a local  currency  decline of 1% in Western
          Europe.
     -    Asia Pacific  sales were flat in local  currency  and  increased 2% in
          dollars.  Fragrance  sales  decreased  4% in local  currency and 3% in
          dollars;  flavor  sales  increased  3% in  local  currency  and  5% in
          dollars.  Flavor sales were strongest in Greater China,  Indonesia and
          Vietnam, with respective local currency increases of 14%, 11% and 34%.
          Fragrance sales in Vietnam,  Taiwan and South Korea increased 66%, 18%
          and 15%, respectively,  but were offset by declining sales in Thailand
          and Singapore/Malaysia.
-    Latin  American  sales  increased 10% in comparison to the prior year.
          Flavor sales increased 18%,  benefiting from increases of 20%, 23% and
          35% in Argentina,  Brazil and Mexico,  respectively.  Fragrance  sales
          increased 7% with Argentina,  Mexico and Brazil reporting increases of
          14%, 5% and 8%, respectively.
     -    India  sales  increased  16% in  local  currency  and 17% in  reported
          dollars. This performance was led by an 18% local currency increase in
          flavor sales with fragrance sales  increasing 14% in comparison to the
          prior  year  period.  In  both  flavors  and  fragrances,   the  sales
          performance reflected the benefit of new wins.

  Net income for the nine-month period ended September 30, 2005 increased 15%
  compared to the prior year period; excluding the impact of restructuring and
  other charges from the 2004 results and the tax benefit from AJCA from the
  2005 results, net income decreased 11%. The 2005 decline in net income is
  partially due to the disposition of the European fruit business; 2004 results
  included income of $4.0 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 41.6% compared to 43.0% in the
  prior year period; the margin decline was mainly attributable to higher raw
  material costs which the Company has not yet been able to fully recover
  through increased selling prices. Gross margin was also negatively impacted by
  costs attributable to the raw material contamination issue the Company
  reported earlier this year; year-to-date, cost of sales include $3.0 million
  in related costs, comprised mainly of testing costs and the write-off of
  affected materials. R&D expenses totaled 8.7% of sales compared with 8.4% in
  the prior year period, consistent with the Company's intended level of R&D
  spending. SG&A expenses, as a percentage of sales, increased to 16.6% from
  16.4%, mainly due to the cost of customer damages related to the raw material
  contamination issue. Interest expense decreased 2% from the prior year mainly
  due to lower average borrowings compared to the prior year. The effective tax
  rate for the nine-month periods ended September 30, 2005 and 2004 was 20.8%
  and 30.9%, respectively; excluding the impact of AJCA, the effective tax rate
  for the nine-month period ended September 30, 2005 would have been 31.2%.
  Variations in the effective tax rate are mainly attributable to fluctuations
  in earnings in the countries in which the Company operates.

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

  IFF currently expects 2005 local currency sales to decrease in the low single
  digits in comparison to 2004 sales as reported; based on current exchange
  rates, such local currency performance is expected to result in a low single
  digit decrease 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 be flat to up 1% in comparison to 2004;
  based on current exchange rates, this local currency growth is expected to
  result in a low 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 nine months, mainly due to increased
  supply chain costs including the impact of the raw material costs, as well as
  the timing in implementing negotiated price increases. R&D expenses are
  expected to approximate 9% of sales, consistent with the Company's intended
  level of R&D spending. R&D spending is increasing 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 million - $13.0
  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. The actual expense will depend upon
  the value of the Company's stock and the number of RSU's granted. The cost of
  customer damages related to the raw material contamination issue will also
  impact SG&A expense. The Company expects the effective tax rate in 2005 to be
  23.0%; excluding the benefit attributable to AJCA, the effective tax rate is
  expected to be 31.2%.

  Based on the foregoing, IFF currently expects earnings per share for 2005 to
  be in the range of $2.26 to $2.34, including the per share effect of the tax
  benefit related to AJCA of $.24. These results compare to earnings per share
  of $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", "outlook", "guidance" 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 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 the
   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.

  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 third quarter 2005, and its
  current expectations for 2005. The dial in number for U.S.-based participants
  is 1-800-316-8317; for international participants, the number is
  1-719-457-2697. The pass code for the call is 7224582.

  A replay of the conference call will be available from 1:00 PM Eastern Time
  beginning on Wednesday October 26, 2005 and ending at Midnight on Wednesday,
  November 9. 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 7224582.

  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)
                                   (Unaudited)
Quarter Ended September 30,
                                                  ----------------- ------------------- ------------------ -----------------
                                                    As Reported        Adjustments         As-Adjusted
                                                       2004                  (A)              2004               2005
                                                  ----------------- ------------------- ------------------ -----------------
Net sales                                          $506,229           $10,600          $495,629            $493,118
   Cost of goods sold                                  289,052             9,325           279,727             286,712
                                                  ----------------- ------------------- ------------------ -----------------
   Gross margin on sales                               217,177             1,275           215,902             206,406
   Research & development                               43,124               421            42,703              44,651
   Selling and administrative                           83,694             1,099            82,595              86,022
   Amortization                                          3,709                 -             3,709               3,768
                                                  ----------------- ------------------- ------------------ -----------------
                                                        86,650              (245)           86,895              71,965
   Restructuring and other charges                     (19,950)                -           (19,950)                  -
   Interest Expense                                     (6,041)                -            (6,041)             (6,566)
   Other income (expense), net                            (324)                -              (324)                854
                                                  ----------------- ------------------- ------------------ -----------------
   Pretax income                                        60,335              (245)           60,580              66,253
   Income taxes(benefit)                                18,030               (74)           18,104              (2,319)
                                                  ----------------- ------------------- ------------------ -----------------
   Net income                                          $42,305            $ (171)          $42,476             $68,572
                                                  ================= =================== ================== =================

   Including restructuring and other charges:
   Net income                                          $42,305                             $42,476             $68,572
   Earnings per share - basic                            $0.45                               $0.45               $0.73
   Earnings per share - diluted                          $0.44                               $0.44               $0.72
                                                  ----------------- ------------------- ------------------ -----------------

   Excluding restructuring and other charges:
   Net income                                          $54,995                             $55,166             $68,572
   Results per share - basic                             $0.58                               $0.59               $0.73
   Results per share - diluted                           $0.58                               $0.58               $0.72
                                                  ----------------- ------------------- ------------------ -----------------
(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 8-K filed with the SEC and are also available via the Company's website.
International Flavors & Fragrances Inc.
                          Consolidated Income Statement
                  (Amounts in thousands except per share data)
                                   (Unaudited)
Nine Months Ended September 30,
                                                ------------------ ------------------- ------------------- -----------------
                                                  As Reported         Adjustments         As-Adjusted
                                                       2004               (A)                 2004               2005
                                                ------------------ ------------------- ------------------- -----------------
Net sales                                           $1,565,421              $56,838         $1,508,583          $1,531,748
Cost of goods sold                                     891,554               44,832            846,722             894,174
                                                ------------------ ------------------- ------------------- -----------------
Gross margin on sales                                  673,867               12,006            661,861             637,574
Research & development                                 132,114                1,660            130,454             133,784
Selling and administrative                             256,604                4,530            252,074             253,632
Amortization                                            11,117                    -             11,117              11,303
                                                ------------------ ------------------- ------------------- -----------------
                                                       274,032                5,816            268,216             238,855
Restructuring and other charges                        (27,666)                   -            (27,666)                  -
Interest expense                                       (18,612)                   -            (18,612)            (18,204)
Other income (expense), net                             (3,054)                   -             (3,054)              3,968
                                                ------------------ ------------------- ------------------- -----------------
Pretax income                                          224,700                5,816            218,884             224,619
Income taxes                                            69,535                1,826             67,709              46,791
                                                ------------------- ------------------- ------------------- -----------------
Net income                                            $155,165               $3,990           $151,175            $177,828
                                                =================== =================== =================== =================
Including restructuring and other charges:
Net income                                            $155,165                                $151,175            $177,828
Earnings per share - basic                               $1.65                                   $1.61               $1.89
Earnings per share - diluted                             $1.63                                   $1.59               $1.87
                                                ------------------- ------------------- ------------------- -----------------
Excluding restructuring and other charges:
Net income                                            $172,870                                $168,880            $177,828
Results per share - basic                                $1.84                                   $1.79               $1.89
Results per share - diluted                              $1.81                                   $1.77               $1.87
                                                ------------------- ------------------- ------------------- -----------------
(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 8-K filed with the SEC and are also available via the Company's website.
International Flavors & Fragrances Inc.
                      Consolidated Condensed Balance Sheet
                             (Amounts in thousands)
------------------  ------------------
                                                                                                       (Unaudited)
                                                                                December 31, 2004     September 30,
                                                                                                            2005
                                                                              ------------------  ------------------
Cash & short-term investments                                                   $ 32,995           $ 28,647
      Receivables                                                                      358,361            384,285
      Inventories                                                                      457,204            437,294
      Other current assets                                                             112,810            115,116
                                                                              ------------------  ------------------
          Total current assets                                                         961,370            965,342

      Property, plant and equipment, net (1,2)                                         501,334            494,180
      Goodwill and other intangibles, net                                              789,676            778,373
      Other assets                                                                     110,914            177,258
                                                                              ------------------  ------------------
                   Total assets                                                     $2,363,294         $2,415,153
                                                                              ===================  =================

      Commercial paper, bank borrowings, overdrafts and current
          portion of long-term debt (3)                                               $ 15,957          $ 552,609
      Other current liabilities                                                        383,565            374,980
                                                                              ------------------  ------------------
         Total current liabilities                                                     399,522            927,589

      Long-term debt (3)                                                               668,969            136,374
      Non-current liabilities                                                          384,316            422,639

      Shareholders' equity                                                             910,487            928,551
                                                                              ------------------  ------------------
                   Total liabilities and shareholders' equity                       $2,363,294         $2,415,153
                                                                              ==================  ==================
Notes:
     1.  Capital spending -        Quarter:          $23 million
                                   Year-to-date:     $61 million

     2.  Depreciation -            Quarter:          $20 million
                                   Year-to-date:     $58 million

     3.   At December 31, 2004 and  September 30, 2005  long-term  debt includes
          unamortized  gains  and FAS 133 mark to  market  adjustments  of $23.8
          million and $2.4  million,  respectively; at  September  30, 2005
          commercial paper,  bank borrowings,  overdrafts and current portion of
          long-term debt includes  unamortized  gains of $9.8 million 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
       ---------------------------------------------------- ------------------ ----------------
Third quarter:
                 Basic                                           94,172             93,380
                 Diluted                                         95,498             94,622
       ---------------------------------------------------- ------------------ ----------------
       Year-to-date:
                 Basic                                           94,114             93,860
                 Diluted                                         95,318             95,301
       ---------------------------------------------------- ------------------ ----------------
Quarter ended September 30, 2005 As Reported

       ----------------------------------------------------------------------------------------------------------------------------

                   % Change in Sales by Area of Destination                 Fragrances           Flavors            Total
       ----------------------------------------------------------------------------------------------------------------------------
North America                                 (2)                  (10)              (5)

                              Europe - Reported                               (3)                  (14)              (7)
                             -------------------
                           Europe - Local Currency                            (3)                  (13)              (6)

                                Latin America                                  3                    34               10

                           Asia Pacific - Reported                            (6)                    9                3
                          ------------------------
                        Asia Pacific - Local Currency                         (6)                    7                2

                               India - Reported                               15                    21               18
                              -----------------
                            India - Local Currency                            16                    21               18

                               Total - Reported                               (1)                   (3)              (3)
                               ----------------
                            Total - Local Currency                            (1)                   (3)              (3)
       ----------------------------------------------------------------------------------------------------------------------------
Quarter ended September 30, 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                                 (2)                  (10)              (5)

                              Europe - Reported                               (3)                    -               (3)
                              -----------------
                           Europe - Local Currency                            (3)                    1               (2)

                                Latin America                                  3                    34               10

                           Asia Pacific - Reported                            (6)                    9                3
                          ------------------------
                        Asia Pacific - Local Currency                         (6)                    7                2

                               India - Reported                               15                    21               18
                               ----------------
                            India - Local Currency                            16                    21               18

                               Total - Reported                               (1)                    2               (1)
                               ----------------
                            Total - Local Currency                            (1)                    1               (1)
       ----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
                                           Nine-months ended September 30, 2005 As Reported

       ----------------------------------------------------------------------------------------------------------------------------

                   % Change in Sales by Area of Destination                 Fragrances           Flavors           Total
       ----------------------------------------------------------------------------------------------------------------------------
North America                                 (2)                   (9)              (5)

                              Europe - Reported                                4                   (19)              (6)
                              -----------------
                           Europe - Local Currency                             1                   (22)              (9)

                                Latin America                                  7                    18               10

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

                               India - Reported                               15                    18               17
                               ----------------
                            India - Local Currency                            14                    18               16

                               Total - Reported                                2                    (7)              (2)
                              ------------------
                            Total - Local Currency                             1                    (9)              (3)
       ----------------------------------------------------------------------------------------------------------------------------
Nine-months ended September 30, 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                                 (2)                   (9)              (5)

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

                                Latin America                                  7                    18               10

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

                               India - Reported                               15                    18               17
                               ----------------
                            India - Local Currency                            14                    18               16

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