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

                                    FORM 8-K

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


Date of report (Date of earliest event reported)         January 25, 2006
                                                    ---------------------------


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


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


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


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

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

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

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

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

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

<PAGE>


Item 2.02. Results of Operations and Financial Condition

     Attached  and being  furnished  hereby as Exhibit 99.1 is a copy of a press
release of  International  Flavors & Fragrances  Inc.  ("IFF" or the  "Company")
dated January 25, 2006 reporting IFF's financial  results for the fourth quarter
and twelve months ended December 31, 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  and  2005,   the  impact  of  the   Company's
     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
               January 25, 2006.


<PAGE>


                                    SIGNATURE

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


                                       INTERNATIONAL FLAVORS & FRAGRANCES INC.


Dated:  January 25, 2006          By:  /s/ Douglas J. Wetmore
                                  -------------------------------------------
                                  Name: Douglas J. Wetmore
                                  Title: Senior Vice President and
                                         Chief Financial Officer
<PAGE>


                                                         FOR IMMEDIATE RELEASE

              IFF REPORTS FOURTH QUARTER AND FULL YEAR 2005 RESULTS
                    PROVIDES 2006 SALES AND EARNINGS GUIDANCE

New York,  N.Y.,  January 25, 2006 ...  International  Flavors & Fragrances Inc.
(NYSE: IFF) ("IFF" or "the Company")  reported earnings per share for the fourth
quarter 2005 of $.16  compared to $.43 in the prior year  quarter.  For the full
year 2005, earnings per share were $2.04 compared to $2.05 in the prior year.

Fourth quarter and full year 2005 and 2004 results included the following:

-    Fourth quarter and full year 2005 results  include pretax charges  totaling
     $23.3 million ($15.9  million after tax or $.17 per share)  relating to the
     elimination  of  approximately  300  positions in  manufacturing,  selling,
     research  and  administration  functions,   principally  in  the  Company's
     European and North American operating regions.
-    Full year 2005  results  also  include a net tax  benefit of $24.7  million
     ($.26 per share) relating to the Company's repatriation, in 2005, of $242.0
     million of dividends from foreign  subsidiaries under the provisions of the
     American Jobs Creation Act of 2004 ("AJCA").
-    Fourth quarter and full year 2004 results  include pretax charges  totaling
     $4.2 million  ($2.7  million after tax or $.03 per share) and $31.8 million
     ($20.4  million after tax or $.22 per share),  respectively, related to the
     sale of certain  European  fruit  business  assets  and the  closure of the
     Company's Dijon, France manufacturing facility.

Excluding the effects of the charges from both years,  and the AJCA benefit from
2005  results,  2005 fourth  quarter and full year earnings per share would have
been $.32 and $1.94, respectively,  compared to $.46 and $2.27 in the comparable
prior year periods. On an as-adjusted basis,  excluding the operating results of
the fruit  business and the effects of the charges  related to the  disposition,
2004 full year earnings per share would have been $2.23; the fourth quarter 2004
impact of excluding fruit sales and operating results was not significant.

Richard A. Goldstein,  Chairman and Chief Executive  Officer of IFF,  commented,
"While a  challenging  year  overall,  we are  encouraged by the fact that local
currency  sales to our five  largest  customers  grew by over 5%,  following  7%
growth in 2004.  Notably, we also achieved many new fine fragrance wins in 2005.
The continued  growth of our largest global accounts and our strong  performance
in fine fragrances  demonstrate that our customers  recognize IFF's unique value
proposition."

Mr. Goldstein continued, "To improve further our financial performance, however,
we must do more. I am confident  that the actions we announced in early  January
2006 will help reduce costs and improve  IFF's  overall  profitability.  We will
continue  to take the  appropriate  steps to  manage  through  this  challenging
pricing  environment,  while also looking for ways to better meet our customers'
needs and create additional value for IFF's shareholders."

Fourth Quarter 2005
-------------------

Fourth  quarter  2005 sales  totaled  $461.6  million,  declining 1% in reported
dollars and  increasing 1% in local currency  compared to the 2004 quarter.  The
<PAGE>
sales performance was led by continued strong growth in fine fragrances,  mainly
driven by new product  wins.  Flavor  sales,  most notably in North  America and
Europe, were unfavorably  impacted by lower selling prices for naturals,  mainly
vanilla. Sales by category were as follows:
<TABLE>
<CAPTION>
   ------------------------------ ----------------------- ---------------------
             Category             Reported dollars        Local currency
   ------------------------------ ----------------------- ---------------------
   <S>                                    <C>                    <C>
   Fine fragrance                         12%                    16%
   Functional fragrance                   (6%)                   (4%)
   Chemicals                             (11%)                   (7%)
                                  ----------------------- ---------------------
   Total fragrances                       (2%)                    1%
   Flavors                                (1%)                    1%
                                  ----------------------- ---------------------
   Total                                  (1%)                    1%
   ----------------------------   ----------------------- ---------------------
</TABLE>
Regional sales performance in the quarter was as follows:

 -   North  America  fragrance  and  flavor  sales  each  declined  by 1%.  Fine
     fragrance and aroma  chemical  sales  increased  16% and 4%,  respectively,
     while functional fragrances decreased 12%.
 -   European fragrance and flavor sales decreased 7% and 12%, respectively;  in
     total,  regional  sales  declined 9%.  Reported  sales were impacted by the
     strength of the U.S. dollar against the Euro and the Pound Sterling.  Local
     currency  fragrance  sales decreased 1%; fine fragrance sales increased 21%
     but this  growth was offset by weakness in aroma  chemical  and  functional
     fragrance sales,  which declined 19% and 7%,  respectively.  Local currency
     flavor sales declined 7%,  partially as a result of the  disposition of the
     European  fruit  preparations  business in the second  half of 2004.  On an
     as-adjusted  basis,  excluding sales attributable to this business from the
     2004 comparative, 2005 flavor sales would have decreased 10% in dollars and
     5% in  local  currency.
 -   Asia Pacific fragrance and flavor sales increased 3% and 1%,  respectively,
     with regional sales  increasing  1%. Local  currency fine  fragrance  sales
     increased  25%,  functional  fragrance  sales were flat and aroma  chemical
     sales  decreased 5%; local currency  flavor sales  increased 2%.  Fragrance
     growth was led by Greater  China,  Indonesia and Vietnam,  with  respective
     local currency  increases of 8%, 9% and 37%,  partially offset by continued
     weakness  in  Australia  and  Japan,  each of  which  declined  6% in local
     currency.  Flavor sales were  strongest in Greater China and Vietnam,  with
     respective  local currency  increases of 19% and 83%,  partially  offset by
     weakness in Australia, Thailand and the Philippines.
 -   Latin  American  sales  increased  12%  with  fragrance  and  flavor  sales
     increasing  6% and 29%,  respectively,  driven  mainly by new wins.  Flavor
     sales  growth was  strongest  in Mexico and Brazil  which grew 28% and 38%,
     respectively,  while  fragrances  were  led by a 15%  increase  in  Mexico.
     Functional  fragrance  and  aroma  chemical  sales  increased  7% and  19%,
     respectively, while fine fragrance sales decreased 2%.
 -   India reported 7% sales growth in dollars and 8% in local  currency.  Local
     currency fragrance sales increased 6%, while flavor sales increased 10%. In
     both flavors and fragrances, the sales performance reflected the benefit of
     new product introductions and continued strong economic conditions.

Net  income  for the  quarter  decreased  63% in  comparison  to the prior  year
quarter;  excluding the  restructuring  and other  charges from both years,  net
income decreased 29%.
<PAGE>
Gross profit, as a percentage of sales, was 40.5% compared to 42.6% in the prior
year; the decline was mainly attributable to higher raw material costs which the
Company has not been able to fully recover through increased selling prices, and
weak sales of functional fragrance and aroma chemicals which impacted absorption
of manufacturing expenses.

Research and  Development  ("R&D")  expenses  totaled 10.0% of sales compared to
9.2% in the prior year quarter.

Selling, General and Administrative ("SG&A") expenses, as a percentage of sales,
increased  to 18.6% from 18.1%.  The SG&A  increase is  primarily  the result of
additional costs  associated with the product  contamination  matter,  partially
offset by lower accruals under the Company's incentive plans.

Interest expense increased 7% from the prior year due to higher borrowing levels
during the quarter and somewhat higher cost of borrowing.

Full Year 2005
--------------
Sales in 2005 totaled $1,993.4 million,  declining 2% in reported dollars and 3%
in local currency in comparison to the prior year. The sales performance was led
by strong growth in fine fragrances  driven by new product wins. Flavor sales in
2005 were  impacted  by the  disposition,  in the  second  half of 2004,  of the
Company's  European  fruit  preparations  business.  On  an  as-adjusted  basis,
excluding  $58.3 million in sales  attributable  to the fruit  business from the
2004 results, both 2005 consolidated sales and flavor sales would have increased
1% in dollars and been flat in local  currency.  Flavor  sales,  most notably in
North America and Europe, were also unfavorably impacted by lower selling prices
for naturals, mainly vanilla. Sales by category were as follows:
<TABLE>
<CAPTION>
   ------------------------------ ----------------------- ---------------------
             Category             Reported dollars        Local currency
   ------------------------------ ----------------------- ---------------------
   <S>                                    <C>                     <C>
   Fine fragrance                          9%                     8%
   Functional fragrance                   (2%)                   (2%)
   Chemicals                              (2%)                   (2%)
                                  ----------------------- ---------------------
   Total fragrances                        1%                     1%
   Flavors                                (6%)                   (7%)
                                  ----------------------- ---------------------
   Total                                  (2%)                   (3%)
   ------------------------------ ----------------------- ---------------------
</TABLE>
  Regional sales performance for 2005 was as follows:

 -   North America fragrance and flavor sales declined 1% and 7%,  respectively;
     in total,  regional  sales  declined 4%. Fine  fragrance and aroma chemical
     sales increased 4% and 3%,  respectively,  while functional fragrance sales
     declined 8%.
 -   Europe sales  declined 8% in local  currency  and 6% in dollars.  Fragrance
     sales were flat in local  currency  and  increased  2% in  reported  dollar
     sales.  Local currency fine fragrance sales increased 13%, driven primarily
     by new wins,  while functional  fragrances and aroma chemicals  declined 6%
     and 7%, respectively.  Local currency flavor sales declined 19% 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
     decreased 1% in local currency.
<PAGE>
 -   Asia Pacific sales  increased 2% with flavors  increasing 4% in dollars and
     3% in local currency, while fragrance sales declined 2% in both dollars and
     local currency. Flavor sales were strongest in Greater China, Indonesia and
     Vietnam,  with  respective  local  currency  increases  of 15%, 7% and 46%.
     Fragrance  sales growth was strongest in Taiwan,  South Korea,  Vietnam and
     the Philippines with respective  local currency  increases of 16%, 16%, 56%
     and 8%; this growth was offset by sales declines in Australia, Thailand and
     Singapore/Malaysia.
 -   Latin  American  sales  increased  10%  with  fragrance  and  flavor  sales
     increasing  7% and 21%,  respectively,  driven  mainly by new wins.  Flavor
     sales growth was strongest in Mexico, Brazil and Argentina, which grew 33%,
     27% and 22%,  respectively,  while fragrances were led by an 8% increase in
     Mexico and increases of 12% in Argentina and 7% in Brazil.  Fragrance sales
     grew in all categories with functional  fragrance sales increasing 7% while
     fine fragrance and aroma chemicals  increased 4% and 7%,  respectively.
 -   India sales increased 14% in both local currency and reported dollars. This
     performance  was led by a 16% local currency  increase in flavor sales with
     fragrance sales  increasing 12%. In both flavors and fragrances,  the sales
     performance reflected the benefit of new wins.

Net income for 2005 decreased 2% in comparison to the prior year;  excluding the
restructuring and other charges from both years, net income decreased 3%.

Gross profit, as a percentage of sales, was 41.4% compared to 42.9% in the prior
year;  the margin decline was mainly  attributable  to higher raw material costs
which  the  Company  was not able to fully  recover  through  increased  selling
prices.  Gross margin was also negatively  impacted by costs attributable to the
vendor-supplied  raw material  contamination  issue reported  earlier this year;
cost of sales  include  $3.0  million  in  related  costs,  comprised  mainly of
associated testing costs and the write-off of affected materials.

Research and Development ("R&D") expenses totaled 9.0% of sales compared to 8.6%
in the prior year.

SG&A  expenses,  as a percentage of sales,  increased to 17.0% from 16.8%.  SG&A
expenses   include  $8.0  million  related  to  the  cost  of  customer  damages
attributable to the raw material contamination issue. These costs were partially
offset by lower accruals under the Company's various incentive plans.

Interest  expense  was flat  with the prior  year as a result  of lower  average
borrowings  during  the year,  partially  offset  by  somewhat  higher  costs of
borrowing;  the average rate on borrowings during 2005 was 3.3% compared to 3.0%
in 2004.  Gross  borrowings at December 31, 2005  increased in comparison to the
prior year in connection with repatriation of foreign earnings under the AJCA.

The AJCA tax benefit  results from the reduction of prior  accruals  relating to
the  repatriation  of foreign  earnings,  net of the  temporary  reduced cost of
eligible  repatriated  foreign  earnings as provided for in AJCA.  The full year
effective tax rate was 21.6%;  excluding  the impact of AJCA,  the effective tax
rate for the 2005 year would have been 31.6%.
<PAGE>
Reorganization Actions
----------------------
In January 2006,  the Company  announced  plans to eliminate  approximately  300
positions in  manufacturing,  selling,  research and  administration  functions,
principally in its European and North American operating regions; the reductions
represent  6% of the  Company's  workforce.  As a result of these  actions,  the
Company anticipates  recording pre-tax  restructuring  charges of $25 million to
$30 million relating primarily to employee separation  expenses;  of this, $23.3
million, or $.17 per share after tax, was recognized in the fourth quarter 2005.
The  remaining  charges are expected to be recognized in the first half of 2006.
Annual savings from these actions are expected to approximate $16 million to $18
million.

Outlook for 2006
----------------
IFF currently  expects 2006 local  currency  sales to increase in the low single
digits in  comparison  to 2005;  based on  current  exchange  rates,  such local
currency  performance  is expected to result in a low single  digit  increase in
reported dollars.

-    Gross profit as a percentage of sales is expected to improve  slightly from
     2005 mainly due to improved sales performance,  product mix, implementation
     of price increases and savings resulting from the restructuring actions.
-    Research  and  development  expenses are  expected to  approximate  9.0% of
     sales.
-    SG&A expenses,  as a percentage of sales, are expected to decrease somewhat
     from 2005 levels,  mainly as a result of the  restructuring  activities and
     absence  of  costs   associated  with  product   contamination;   partially
     offsetting these savings will be the inclusion of $14.0 to $16.0 million in
     equity  compensation  expense  in 2006,  compared  to $7.0  million of such
     expense in 2005.  Vesting of RSU's is time  based  (generally  over a three
     year  period).  The  actual  expense  will  depend  upon  the  value of the
     Company's stock and the number of RSU's granted.
-    Interest expense is expected to decline  approximately 10% from 2005 mainly
     based on anticipated lower levels of debt.
-    The effective tax rate in 2006 is expected to approximate 31%.

Based on the foregoing,  IFF currently expects earnings per share for 2006 to be
in the range of $2.23 to $2.31.

The above  guidance  excludes  the impact of adoption of  Statement of Financial
Accounting  Standards  No. 123(R) "Share  Based  Payment"  ("FAS 123") which the
Company  will  adopt  in the  first  quarter  2006.  The  Company  is  currently
evaluating the impact of adopting the standard.

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
<PAGE>
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  significant 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 fourth quarter 2005, and its
current expectations for 2006. The dial in number for U.S.-based participants is
1-888-202-2422;  for international  participants,  the number is 1-913-981-5592.
The pass code for the call is 4763540.

A replay of the conference  call will be available  beginning at 1:00 PM Eastern
Time on  Wednesday,  January  25,  2006 and  ending at  Midnight  on  Wednesday,
February 8, 2006. 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 4763540.

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

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

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

<TABLE>
<CAPTION>

                                                                       Quarter Ended December 31,
                                                ------------------ ------------------- ------------------ -----------------
                                                   As Reported        Adjustments         As-Adjusted
                                                     2004                 (A)                 2004               2005
                                                ------------------ ------------------- ------------------ -----------------
                                       <s>              <C>                 <C>                 <C>                <C>
   Net sales                                           $468,232              $1,479           $466,753          $461,645
   Cost of goods sold                                   268,681               1,482            267,199           274,818
                                                ------------------ ------------------- ------------------ -----------------
   Gross margin on sales                                199,551                  (3)           199,554           186,827
   Research & development                                43,059                  76             42,983            46,028
   Selling and administrative                            84,702                 163             84,539            85,691
   Amortization                                           3,713                   -              3,713             3,768
   Restructuring and other charges                        4,164                   -              4,164            23,319
                                                ------------------ ------------------- ------------------ -----------------
                                                         63,913                (242)            64,155            28,021
   Interest expense                                      (5,390)                  -             (5,390)           (5,752)
   Other income (expense), net                           (2,221)                  -             (2,221)             (700)
                                                ------------------ ------------------- ------------------ -----------------
   Pretax income                                         56,302                (242)            56,544            21,569
   Income taxes                                          15,396                 (73)            15,469             6,331
                                                ------------------ ------------------- ------------------ -----------------
   Net income                                           $40,906                (169)          $ 41,075           $15,238
                                                ------------------ ------------------- ------------------ -----------------

  Including restructuring and other charges:
  ------------------------------------------
   Net income                                           $40,906                               $ 41,075           $15,238
   Earnings per share - basic                             $0.43                                  $0.44             $0.16
   Earnings per share - diluted                           $0.43                                  $0.43             $0.16
                                                ------------------ ------------------- ------------------ -----------------
  Excluding restructuring and other charges:
  ------------------------------------------
   Net income                                           $43,571                               $ 43,740           $31,095
   Results per share - basic                              $0.46                                  $0.46             $0.34
   Results per share - diluted                            $0.46                                  $0.46             $0.33
                                                ------------------ ------------------- ------------------ -----------------
  Average shares outstanding (in thousands):
  ------------------------------------------
   Basic                                                 94,232                                 94,232            92,757
   Diluted                                               95,718                                 95,718            93,404

                                                ------------------ ------------------- ------------------ -----------------
</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)
<TABLE>
<CAPTION>

                                                                      Twelve months Ended December 31,
                                                 ------------------- ------------------- ------------------- -----------------
                                                   As Reported         Adjustments         As-Adjusted
                                                        2004               (A)                 2004               2005
                                                 ------------------- ------------------- ------------------- -----------------
   <S>               <C>                 <C>                 <C>               <C>
   Net sales                                         $2,033,653             $58,317         $1,975,336        $1,993,393
   Cost of goods sold                                 1,160,235              46,314          1,113,921         1,168,992
                                                 ------------------- ------------------- ------------------- -----------------
   Gross margin on sales                                873,418              12,003            861,415           824,401
   Research & development                               175,173               1,736            173,437           179,812
   Selling and administrative                           341,306               4,693            336,613           339,323
   Amortization                                          14,830                   -             14,830            15,071
   Restructuring and other charges                       31,830                   -             31,830            23,319
                                                 ------------------- ------------------- ------------------- -----------------
                                                        310,279               5,574            304,705           266,876
   Interest expense                                     (24,002)                  -            (24,002)          (23,956)
   Other income (expense), net                           (5,275)                  -             (5,275)            3,268
                                                 ------------------- ------------------- ------------------- -----------------
   Pretax income                                        281,002               5,574            275,428           246,188
   Income taxes                                          84,931               1,753             83,178            53,122
                                                 ------------------- ------------------- ------------------- -----------------
   Net income                                         $ 196,071              $3,821          $ 192,250         $ 193,066
                                                 ------------------- ------------------- ------------------- -----------------

   Including restructuring and other charges:
   ------------------------------------------
   Net income                                          $196,071                               $192,250          $193,066
   Earnings per share - basic                             $2.08                                  $2.04             $2.06
   Earnings per share - diluted                           $2.05                                  $2.01             $2.04
                                                 ------------------- ------------------- ------------------- -----------------

   Excluding restructuring and other charges:
   ------------------------------------------
   Net income                                          $216,441                               $212,620          $208,923
   Results per share - basic                              $2.30                                  $2.26             $2.23
   Results per share - diluted                            $2.27                                  $2.23             $2.20
                                                 ------------------- ------------------- ------------------- -----------------

   Average shares outstanding (in thousands):
   -----------------------------------------
   Basic                                                 94,143                                 94,143            93,584
   Diluted                                               95,418                                 95,418            94,826

                                                 ------------------- ------------------- ------------------- -----------------
</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>

                                                                   ------------------- ------------------
                                                                   December 31, 2004     December 31, 2005
                                                                   ------------------ -------------------
      <S>                                                                   <C>                  <C>
      Cash & short-term investments                                        $ 32,995          $ 272,897
      Receivables                                                           358,361            355,019
      Inventories                                                           457,204            430,794
      Other current assets                                                  112,810            119,047
                                                                   ------------------- ------------------
          Total current assets                                              961,370          1,177,757

      Property, plant and equipment, net (1,2)                              501,334            499,145
      Goodwill and other intangibles, net                                   789,676            772,651
      Other assets                                                          110,914            173,878
                                                                   ------------------- ------------------
                                  Total assets                           $2,363,294         $2,623,431
                                                                   =================== ==================

      Commercial paper, bank borrowings, overdrafts
          and current portion of long-term debt (3)                        $ 15,957          $ 819,392
      Other current liabilities                                             383,565            367,229
                                                                   ------------------- ------------------
         Total current liabilities                                          399,522          1,186,621

      Long-term debt (3)                                                    668,969            131,281
      Non-current liabilities                                               384,316            390,150

      Shareholders' equity                                                  910,487            915,379
                                                                   ------------------- ------------------
                   Total liabilities and shareholders' equity            $2,363,294         $2,623,431
                                                                   =================== ==================
</TABLE>

      Notes:
      ------
      1.  Capital spending -        Quarter:          $32 million
                                    Full year:        $93 million

      2.  Depreciation -            Quarter:          $19 million
                                    Full year:        $77 million

     3.   At December  31, 2004 and 2005  long-term  debt  includes  unamortized
          gains and FAS 133 mark to market adjustments of $23.8 million and $2.3
          million,  respectively;  at December 31, 2005 commercial  paper,  bank
          borrowings,  overdrafts and current portion of long-term debt includes
          unamortized  gains of $5.6 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>
------------------------------------------------------------------------------------------------------------------------------------
    2005 vs 2004 Reported
    ---------------------                                   Quarter                                   Full year 2005
                                             -------------------------------------------  ------------------------------------------

 % Change in Sales by Region of Destination       Frag           Flav           Total           Frag           Flav          Total
------------------------------------------- --------------------------------------------  ------------------------------------------
              <S>                                  <C>            <C>            <C>             <C>            <C>            <C>
         North America                             (1)            (1)             (1)            (1)            (7)            (4)

       Europe - Reported                           (7)            (12)            (9)             2             (18)           (6)
       -----------------
    Europe - Local Currency                        (1)            (7)             (3)             -             (19)           (8)

         Latin America                              6              29             12              7              21             10

    Asia Pacific - Reported                         3              1               1             (2)             4              2
    -----------------------
 Asia Pacific - Local Currency                      5              2               3             (2)             3              1


        India - Reported                            4              9               7              13             16             14
        ----------------
     India - Local Currency                         6              10              8              12             16             14

        Total - Reported                           (2)            (1)             (1)             1             (6)            (2)
        ----------------
     Total - Local Currency                         1              1               1              1             (7)            (3)


</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    2005 vs 2004 As-Adjusted*
    ---------------------                                   Quarter                                 Full year 2005
                                             -------------------------------------------  ------------------------------------------

 % Change in Sales by Region of Destination       Frag           Flav           Total           Frag           Flav          Total
------------------------------------------- --------------------------------------------  ------------------------------------------
              <S>                                  <C>            <C>            <C>             <C>            <C>            <C>
         North America                             (1)            (1)             (1)            (1)            (7)            (4)

       Europe - Reported                           (7)            (10)            (8)             2              -              1
       -----------------
    Europe - Local Currency                        (1)            (5)             (2)             -             (1)             -

         Latin America                              6              29             12              7              21             10

    Asia Pacific - Reported                         3              1               1             (2)             4              2
    -----------------------
 Asia Pacific - Local Currency                      5              2               3             (2)             3              1

        India - Reported                            4              9               7              13             16             14
        ----------------
     India - Local Currency                         6              10              8              12             16             14

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

* Excluding Sales Attributable to European Fruit Preparation Business from 2004
  comparative.
[{"type": "8-K", "sequence": "1", "filename": "a8k01252006.txt", "description": "FOURTH QUARTER EARNINGS 2005", "secsgml_size_bytes": 45865}]
{"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": "06547655"}, "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)         January 25, 2006
                                                    ---------------------------

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

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

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

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

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

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

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

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

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

     Attached  and being  furnished  hereby as Exhibit 99.1 is a copy of a press
release of  International  Flavors & Fragrances  Inc.  ("IFF" or the  "Company")
dated January 25, 2006 reporting IFF's financial  results for the fourth quarter
and twelve months ended December 31, 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  and  2005,   the  impact  of  the   Company's
     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
               January 25, 2006.
SIGNATURE

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

                                       INTERNATIONAL FLAVORS & FRAGRANCES INC.

Dated:  January 25, 2006          By:  /s/ Douglas J. Wetmore
                                  -------------------------------------------
                                  Name: Douglas J. Wetmore
                                  Title: Senior Vice President and
                                         Chief Financial Officer
FOR IMMEDIATE RELEASE

              IFF REPORTS FOURTH QUARTER AND FULL YEAR 2005 RESULTS
                    PROVIDES 2006 SALES AND EARNINGS GUIDANCE

New York,  N.Y.,  January 25, 2006 ...  International  Flavors & Fragrances Inc.
(NYSE: IFF) ("IFF" or "the Company")  reported earnings per share for the fourth
quarter 2005 of $.16  compared to $.43 in the prior year  quarter.  For the full
year 2005, earnings per share were $2.04 compared to $2.05 in the prior year.

Fourth quarter and full year 2005 and 2004 results included the following:

-    Fourth quarter and full year 2005 results  include pretax charges  totaling
     $23.3 million ($15.9  million after tax or $.17 per share)  relating to the
     elimination  of  approximately  300  positions in  manufacturing,  selling,
     research  and  administration  functions,   principally  in  the  Company's
     European and North American operating regions.
-    Full year 2005  results  also  include a net tax  benefit of $24.7  million
     ($.26 per share) relating to the Company's repatriation, in 2005, of $242.0
     million of dividends from foreign  subsidiaries under the provisions of the
     American Jobs Creation Act of 2004 ("AJCA").
-    Fourth quarter and full year 2004 results  include pretax charges  totaling
     $4.2 million  ($2.7  million after tax or $.03 per share) and $31.8 million
     ($20.4  million after tax or $.22 per share),  respectively, related to the
     sale of certain  European  fruit  business  assets  and the  closure of the
     Company's Dijon, France manufacturing facility.

Excluding the effects of the charges from both years,  and the AJCA benefit from
2005  results,  2005 fourth  quarter and full year earnings per share would have
been $.32 and $1.94, respectively,  compared to $.46 and $2.27 in the comparable
prior year periods. On an as-adjusted basis,  excluding the operating results of
the fruit  business and the effects of the charges  related to the  disposition,
2004 full year earnings per share would have been $2.23; the fourth quarter 2004
impact of excluding fruit sales and operating results was not significant.

Richard A. Goldstein,  Chairman and Chief Executive  Officer of IFF,  commented,
"While a  challenging  year  overall,  we are  encouraged by the fact that local
currency  sales to our five  largest  customers  grew by over 5%,  following  7%
growth in 2004.  Notably, we also achieved many new fine fragrance wins in 2005.
The continued  growth of our largest global accounts and our strong  performance
in fine fragrances  demonstrate that our customers  recognize IFF's unique value
proposition."

Mr. Goldstein continued, "To improve further our financial performance, however,
we must do more. I am confident  that the actions we announced in early  January
2006 will help reduce costs and improve  IFF's  overall  profitability.  We will
continue  to take the  appropriate  steps to  manage  through  this  challenging
pricing  environment,  while also looking for ways to better meet our customers'
needs and create additional value for IFF's shareholders."

Fourth Quarter 2005
-------------------

Fourth  quarter  2005 sales  totaled  $461.6  million,  declining 1% in reported
dollars and  increasing 1% in local currency  compared to the 2004 quarter.  The
sales performance was led by continued strong growth in fine fragrances,  mainly
driven by new product  wins.  Flavor  sales,  most notably in North  America and
Europe, were unfavorably  impacted by lower selling prices for naturals,  mainly
vanilla. Sales by category were as follows:
------------------------------ ----------------------- ---------------------
             Category             Reported dollars        Local currency
   ------------------------------ ----------------------- ---------------------
Fine fragrance                         12%                    16%
   Functional fragrance                   (6%)                   (4%)
   Chemicals                             (11%)                   (7%)
                                  ----------------------- ---------------------
   Total fragrances                       (2%)                    1%
   Flavors                                (1%)                    1%
                                  ----------------------- ---------------------
   Total                                  (1%)                    1%
   ----------------------------   ----------------------- ---------------------
Regional sales performance in the quarter was as follows:

 -   North  America  fragrance  and  flavor  sales  each  declined  by 1%.  Fine
     fragrance and aroma  chemical  sales  increased  16% and 4%,  respectively,
     while functional fragrances decreased 12%.
 -   European fragrance and flavor sales decreased 7% and 12%, respectively;  in
     total,  regional  sales  declined 9%.  Reported  sales were impacted by the
     strength of the U.S. dollar against the Euro and the Pound Sterling.  Local
     currency  fragrance  sales decreased 1%; fine fragrance sales increased 21%
     but this  growth was offset by weakness in aroma  chemical  and  functional
     fragrance sales,  which declined 19% and 7%,  respectively.  Local currency
     flavor sales declined 7%,  partially as a result of the  disposition of the
     European  fruit  preparations  business in the second  half of 2004.  On an
     as-adjusted  basis,  excluding sales attributable to this business from the
     2004 comparative, 2005 flavor sales would have decreased 10% in dollars and
     5% in  local  currency.
 -   Asia Pacific fragrance and flavor sales increased 3% and 1%,  respectively,
     with regional sales  increasing  1%. Local  currency fine  fragrance  sales
     increased  25%,  functional  fragrance  sales were flat and aroma  chemical
     sales  decreased 5%; local currency  flavor sales  increased 2%.  Fragrance
     growth was led by Greater  China,  Indonesia and Vietnam,  with  respective
     local currency  increases of 8%, 9% and 37%,  partially offset by continued
     weakness  in  Australia  and  Japan,  each of  which  declined  6% in local
     currency.  Flavor sales were  strongest in Greater China and Vietnam,  with
     respective  local currency  increases of 19% and 83%,  partially  offset by
     weakness in Australia, Thailand and the Philippines.
 -   Latin  American  sales  increased  12%  with  fragrance  and  flavor  sales
     increasing  6% and 29%,  respectively,  driven  mainly by new wins.  Flavor
     sales  growth was  strongest  in Mexico and Brazil  which grew 28% and 38%,
     respectively,  while  fragrances  were  led by a 15%  increase  in  Mexico.
     Functional  fragrance  and  aroma  chemical  sales  increased  7% and  19%,
     respectively, while fine fragrance sales decreased 2%.
 -   India reported 7% sales growth in dollars and 8% in local  currency.  Local
     currency fragrance sales increased 6%, while flavor sales increased 10%. In
     both flavors and fragrances, the sales performance reflected the benefit of
     new product introductions and continued strong economic conditions.

Net  income  for the  quarter  decreased  63% in  comparison  to the prior  year
quarter;  excluding the  restructuring  and other  charges from both years,  net
income decreased 29%.
Gross profit, as a percentage of sales, was 40.5% compared to 42.6% in the prior
year; the decline was mainly attributable to higher raw material costs which the
Company has not been able to fully recover through increased selling prices, and
weak sales of functional fragrance and aroma chemicals which impacted absorption
of manufacturing expenses.

Research and  Development  ("R&D")  expenses  totaled 10.0% of sales compared to
9.2% in the prior year quarter.

Selling, General and Administrative ("SG&A") expenses, as a percentage of sales,
increased  to 18.6% from 18.1%.  The SG&A  increase is  primarily  the result of
additional costs  associated with the product  contamination  matter,  partially
offset by lower accruals under the Company's incentive plans.

Interest expense increased 7% from the prior year due to higher borrowing levels
during the quarter and somewhat higher cost of borrowing.

Full Year 2005
--------------
Sales in 2005 totaled $1,993.4 million,  declining 2% in reported dollars and 3%
in local currency in comparison to the prior year. The sales performance was led
by strong growth in fine fragrances  driven by new product wins. Flavor sales in
2005 were  impacted  by the  disposition,  in the  second  half of 2004,  of the
Company's  European  fruit  preparations  business.  On  an  as-adjusted  basis,
excluding  $58.3 million in sales  attributable  to the fruit  business from the
2004 results, both 2005 consolidated sales and flavor sales would have increased
1% in dollars and been flat in local  currency.  Flavor  sales,  most notably in
North America and Europe, were also unfavorably impacted by lower selling prices
for naturals, mainly vanilla. Sales by category were as follows:
------------------------------ ----------------------- ---------------------
             Category             Reported dollars        Local currency
   ------------------------------ ----------------------- ---------------------
Fine fragrance                          9%                     8%
   Functional fragrance                   (2%)                   (2%)
   Chemicals                              (2%)                   (2%)
                                  ----------------------- ---------------------
   Total fragrances                        1%                     1%
   Flavors                                (6%)                   (7%)
                                  ----------------------- ---------------------
   Total                                  (2%)                   (3%)
   ------------------------------ ----------------------- ---------------------
Regional sales performance for 2005 was as follows:

 -   North America fragrance and flavor sales declined 1% and 7%,  respectively;
     in total,  regional  sales  declined 4%. Fine  fragrance and aroma chemical
     sales increased 4% and 3%,  respectively,  while functional fragrance sales
     declined 8%.
 -   Europe sales  declined 8% in local  currency  and 6% in dollars.  Fragrance
     sales were flat in local  currency  and  increased  2% in  reported  dollar
     sales.  Local currency fine fragrance sales increased 13%, driven primarily
     by new wins,  while functional  fragrances and aroma chemicals  declined 6%
     and 7%, respectively.  Local currency flavor sales declined 19% 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
     decreased 1% in local currency.
-   Asia Pacific sales  increased 2% with flavors  increasing 4% in dollars and
     3% in local currency, while fragrance sales declined 2% in both dollars and
     local currency. Flavor sales were strongest in Greater China, Indonesia and
     Vietnam,  with  respective  local  currency  increases  of 15%, 7% and 46%.
     Fragrance  sales growth was strongest in Taiwan,  South Korea,  Vietnam and
     the Philippines with respective  local currency  increases of 16%, 16%, 56%
     and 8%; this growth was offset by sales declines in Australia, Thailand and
     Singapore/Malaysia.
 -   Latin  American  sales  increased  10%  with  fragrance  and  flavor  sales
     increasing  7% and 21%,  respectively,  driven  mainly by new wins.  Flavor
     sales growth was strongest in Mexico, Brazil and Argentina, which grew 33%,
     27% and 22%,  respectively,  while fragrances were led by an 8% increase in
     Mexico and increases of 12% in Argentina and 7% in Brazil.  Fragrance sales
     grew in all categories with functional  fragrance sales increasing 7% while
     fine fragrance and aroma chemicals  increased 4% and 7%,  respectively.
 -   India sales increased 14% in both local currency and reported dollars. This
     performance  was led by a 16% local currency  increase in flavor sales with
     fragrance sales  increasing 12%. In both flavors and fragrances,  the sales
     performance reflected the benefit of new wins.

Net income for 2005 decreased 2% in comparison to the prior year;  excluding the
restructuring and other charges from both years, net income decreased 3%.

Gross profit, as a percentage of sales, was 41.4% compared to 42.9% in the prior
year;  the margin decline was mainly  attributable  to higher raw material costs
which  the  Company  was not able to fully  recover  through  increased  selling
prices.  Gross margin was also negatively  impacted by costs attributable to the
vendor-supplied  raw material  contamination  issue reported  earlier this year;
cost of sales  include  $3.0  million  in  related  costs,  comprised  mainly of
associated testing costs and the write-off of affected materials.

Research and Development ("R&D") expenses totaled 9.0% of sales compared to 8.6%
in the prior year.

SG&A  expenses,  as a percentage of sales,  increased to 17.0% from 16.8%.  SG&A
expenses   include  $8.0  million  related  to  the  cost  of  customer  damages
attributable to the raw material contamination issue. These costs were partially
offset by lower accruals under the Company's various incentive plans.

Interest  expense  was flat  with the prior  year as a result  of lower  average
borrowings  during  the year,  partially  offset  by  somewhat  higher  costs of
borrowing;  the average rate on borrowings during 2005 was 3.3% compared to 3.0%
in 2004.  Gross  borrowings at December 31, 2005  increased in comparison to the
prior year in connection with repatriation of foreign earnings under the AJCA.

The AJCA tax benefit  results from the reduction of prior  accruals  relating to
the  repatriation  of foreign  earnings,  net of the  temporary  reduced cost of
eligible  repatriated  foreign  earnings as provided for in AJCA.  The full year
effective tax rate was 21.6%;  excluding  the impact of AJCA,  the effective tax
rate for the 2005 year would have been 31.6%.
Reorganization Actions
----------------------
In January 2006,  the Company  announced  plans to eliminate  approximately  300
positions in  manufacturing,  selling,  research and  administration  functions,
principally in its European and North American operating regions; the reductions
represent  6% of the  Company's  workforce.  As a result of these  actions,  the
Company anticipates  recording pre-tax  restructuring  charges of $25 million to
$30 million relating primarily to employee separation  expenses;  of this, $23.3
million, or $.17 per share after tax, was recognized in the fourth quarter 2005.
The  remaining  charges are expected to be recognized in the first half of 2006.
Annual savings from these actions are expected to approximate $16 million to $18
million.

Outlook for 2006
----------------
IFF currently  expects 2006 local  currency  sales to increase in the low single
digits in  comparison  to 2005;  based on  current  exchange  rates,  such local
currency  performance  is expected to result in a low single  digit  increase in
reported dollars.

-    Gross profit as a percentage of sales is expected to improve  slightly from
     2005 mainly due to improved sales performance,  product mix, implementation
     of price increases and savings resulting from the restructuring actions.
-    Research  and  development  expenses are  expected to  approximate  9.0% of
     sales.
-    SG&A expenses,  as a percentage of sales, are expected to decrease somewhat
     from 2005 levels,  mainly as a result of the  restructuring  activities and
     absence  of  costs   associated  with  product   contamination;   partially
     offsetting these savings will be the inclusion of $14.0 to $16.0 million in
     equity  compensation  expense  in 2006,  compared  to $7.0  million of such
     expense in 2005.  Vesting of RSU's is time  based  (generally  over a three
     year  period).  The  actual  expense  will  depend  upon  the  value of the
     Company's stock and the number of RSU's granted.
-    Interest expense is expected to decline  approximately 10% from 2005 mainly
     based on anticipated lower levels of debt.
-    The effective tax rate in 2006 is expected to approximate 31%.

Based on the foregoing,  IFF currently expects earnings per share for 2006 to be
in the range of $2.23 to $2.31.

The above  guidance  excludes  the impact of adoption of  Statement of Financial
Accounting  Standards  No. 123(R) "Share  Based  Payment"  ("FAS 123") which the
Company  will  adopt  in the  first  quarter  2006.  The  Company  is  currently
evaluating the impact of adopting the standard.

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  significant 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 fourth quarter 2005, and its
current expectations for 2006. The dial in number for U.S.-based participants is
1-888-202-2422;  for international  participants,  the number is 1-913-981-5592.
The pass code for the call is 4763540.

A replay of the conference  call will be available  beginning at 1:00 PM Eastern
Time on  Wednesday,  January  25,  2006 and  ending at  Midnight  on  Wednesday,
February 8, 2006. 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 4763540.

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

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

                              ********************
International Flavors & Fragrances Inc.
                          Consolidated Income Statement
                  (Amounts in thousands except per share data)
Quarter Ended December 31,
                                                ------------------ ------------------- ------------------ -----------------
                                                   As Reported        Adjustments         As-Adjusted
                                                     2004                 (A)                 2004               2005
                                                ------------------ ------------------- ------------------ -----------------
Net sales                                           $468,232              $1,479           $466,753          $461,645
   Cost of goods sold                                   268,681               1,482            267,199           274,818
                                                ------------------ ------------------- ------------------ -----------------
   Gross margin on sales                                199,551                  (3)           199,554           186,827
   Research & development                                43,059                  76             42,983            46,028
   Selling and administrative                            84,702                 163             84,539            85,691
   Amortization                                           3,713                   -              3,713             3,768
   Restructuring and other charges                        4,164                   -              4,164            23,319
                                                ------------------ ------------------- ------------------ -----------------
                                                         63,913                (242)            64,155            28,021
   Interest expense                                      (5,390)                  -             (5,390)           (5,752)
   Other income (expense), net                           (2,221)                  -             (2,221)             (700)
                                                ------------------ ------------------- ------------------ -----------------
   Pretax income                                         56,302                (242)            56,544            21,569
   Income taxes                                          15,396                 (73)            15,469             6,331
                                                ------------------ ------------------- ------------------ -----------------
   Net income                                           $40,906                (169)          $ 41,075           $15,238
                                                ------------------ ------------------- ------------------ -----------------

  Including restructuring and other charges:
  ------------------------------------------
   Net income                                           $40,906                               $ 41,075           $15,238
   Earnings per share - basic                             $0.43                                  $0.44             $0.16
   Earnings per share - diluted                           $0.43                                  $0.43             $0.16
                                                ------------------ ------------------- ------------------ -----------------
  Excluding restructuring and other charges:
  ------------------------------------------
   Net income                                           $43,571                               $ 43,740           $31,095
   Results per share - basic                              $0.46                                  $0.46             $0.34
   Results per share - diluted                            $0.46                                  $0.46             $0.33
                                                ------------------ ------------------- ------------------ -----------------
  Average shares outstanding (in thousands):
  ------------------------------------------
   Basic                                                 94,232                                 94,232            92,757
   Diluted                                               95,718                                 95,718            93,404

                                                ------------------ ------------------- ------------------ -----------------
(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)
Twelve months Ended December 31,
                                                 ------------------- ------------------- ------------------- -----------------
                                                   As Reported         Adjustments         As-Adjusted
                                                        2004               (A)                 2004               2005
                                                 ------------------- ------------------- ------------------- -----------------
Net sales                                         $2,033,653             $58,317         $1,975,336        $1,993,393
   Cost of goods sold                                 1,160,235              46,314          1,113,921         1,168,992
                                                 ------------------- ------------------- ------------------- -----------------
   Gross margin on sales                                873,418              12,003            861,415           824,401
   Research & development                               175,173               1,736            173,437           179,812
   Selling and administrative                           341,306               4,693            336,613           339,323
   Amortization                                          14,830                   -             14,830            15,071
   Restructuring and other charges                       31,830                   -             31,830            23,319
                                                 ------------------- ------------------- ------------------- -----------------
                                                        310,279               5,574            304,705           266,876
   Interest expense                                     (24,002)                  -            (24,002)          (23,956)
   Other income (expense), net                           (5,275)                  -             (5,275)            3,268
                                                 ------------------- ------------------- ------------------- -----------------
   Pretax income                                        281,002               5,574            275,428           246,188
   Income taxes                                          84,931               1,753             83,178            53,122
                                                 ------------------- ------------------- ------------------- -----------------
   Net income                                         $ 196,071              $3,821          $ 192,250         $ 193,066
                                                 ------------------- ------------------- ------------------- -----------------

   Including restructuring and other charges:
   ------------------------------------------
   Net income                                          $196,071                               $192,250          $193,066
   Earnings per share - basic                             $2.08                                  $2.04             $2.06
   Earnings per share - diluted                           $2.05                                  $2.01             $2.04
                                                 ------------------- ------------------- ------------------- -----------------

   Excluding restructuring and other charges:
   ------------------------------------------
   Net income                                          $216,441                               $212,620          $208,923
   Results per share - basic                              $2.30                                  $2.26             $2.23
   Results per share - diluted                            $2.27                                  $2.23             $2.20
                                                 ------------------- ------------------- ------------------- -----------------

   Average shares outstanding (in thousands):
   -----------------------------------------
   Basic                                                 94,143                                 94,143            93,584
   Diluted                                               95,418                                 95,418            94,826

                                                 ------------------- ------------------- ------------------- -----------------
(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)
------------------- ------------------
                                                                   December 31, 2004     December 31, 2005
                                                                   ------------------ -------------------
Cash & short-term investments                                        $ 32,995          $ 272,897
      Receivables                                                           358,361            355,019
      Inventories                                                           457,204            430,794
      Other current assets                                                  112,810            119,047
                                                                   ------------------- ------------------
          Total current assets                                              961,370          1,177,757

      Property, plant and equipment, net (1,2)                              501,334            499,145
      Goodwill and other intangibles, net                                   789,676            772,651
      Other assets                                                          110,914            173,878
                                                                   ------------------- ------------------
                                  Total assets                           $2,363,294         $2,623,431
                                                                   =================== ==================

      Commercial paper, bank borrowings, overdrafts
          and current portion of long-term debt (3)                        $ 15,957          $ 819,392
      Other current liabilities                                             383,565            367,229
                                                                   ------------------- ------------------
         Total current liabilities                                          399,522          1,186,621

      Long-term debt (3)                                                    668,969            131,281
      Non-current liabilities                                               384,316            390,150

      Shareholders' equity                                                  910,487            915,379
                                                                   ------------------- ------------------
                   Total liabilities and shareholders' equity            $2,363,294         $2,623,431
                                                                   =================== ==================
Notes:
      ------
      1.  Capital spending -        Quarter:          $32 million
                                    Full year:        $93 million

      2.  Depreciation -            Quarter:          $19 million
                                    Full year:        $77 million

     3.   At December  31, 2004 and 2005  long-term  debt  includes  unamortized
          gains and FAS 133 mark to market adjustments of $23.8 million and $2.3
          million,  respectively;  at December 31, 2005 commercial  paper,  bank
          borrowings,  overdrafts and current portion of long-term debt includes
          unamortized  gains of $5.6 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.

                              ********************
------------------------------------------------------------------------------------------------------------------------------------
    2005 vs 2004 Reported
    ---------------------                                   Quarter                                   Full year 2005
                                             -------------------------------------------  ------------------------------------------

 % Change in Sales by Region of Destination       Frag           Flav           Total           Frag           Flav          Total
------------------------------------------- --------------------------------------------  ------------------------------------------
North America                             (1)            (1)             (1)            (1)            (7)            (4)

       Europe - Reported                           (7)            (12)            (9)             2             (18)           (6)
       -----------------
    Europe - Local Currency                        (1)            (7)             (3)             -             (19)           (8)

         Latin America                              6              29             12              7              21             10

    Asia Pacific - Reported                         3              1               1             (2)             4              2
    -----------------------
 Asia Pacific - Local Currency                      5              2               3             (2)             3              1

        India - Reported                            4              9               7              13             16             14
        ----------------
     India - Local Currency                         6              10              8              12             16             14

        Total - Reported                           (2)            (1)             (1)             1             (6)            (2)
        ----------------
     Total - Local Currency                         1              1               1              1             (7)            (3)
------------------------------------------------------------------------------------------------------------------------------------
    2005 vs 2004 As-Adjusted*
    ---------------------                                   Quarter                                 Full year 2005
                                             -------------------------------------------  ------------------------------------------

 % Change in Sales by Region of Destination       Frag           Flav           Total           Frag           Flav          Total
------------------------------------------- --------------------------------------------  ------------------------------------------
North America                             (1)            (1)             (1)            (1)            (7)            (4)

       Europe - Reported                           (7)            (10)            (8)             2              -              1
       -----------------
    Europe - Local Currency                        (1)            (5)             (2)             -             (1)             -

         Latin America                              6              29             12              7              21             10

    Asia Pacific - Reported                         3              1               1             (2)             4              2
    -----------------------
 Asia Pacific - Local Currency                      5              2               3             (2)             3              1

        India - Reported                            4              9               7              13             16             14
        ----------------
     India - Local Currency                         6              10              8              12             16             14

        Total - Reported                           (2)            (1)             (1)             1              1              1
        ----------------
     Total - Local Currency                         1              1               1              1              -              -
------------------------------------------------------------------------------------------------------------------------------------
* Excluding Sales Attributable to European Fruit Preparation Business from 2004
  comparative.