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 29, 2007
                                                   _____________________________


                     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 5.02.  Departure  of  Directors or Certain Officers; Election of Directors;
Appointment of Certain  Officers;  Compensatory Arrangements of Certain Officers

     On January 29, 2007, the  Compensation  Committee of the Company's Board of
Directors, with the assistance of independent compensation consultants,  changed
the Company's Annual Incentive Plan ("AIP") under the Company's 2000 Stock Award
and Incentive Plan. Under the AIP, each executive  officer,  including the Chief
Executive  Officer ("CEO"),  will have an annual incentive award target based on
the achievement of specific quantitative  financial corporate goals,  derivative
regional  and/or  category   performance  goals  and   non-financial   strategic
initiatives,  which will be  determined by the  Compensation  Committee no later
than March of each year. The corporate  objectives  and the derivative  regional
and/or  category  objectives  for 2007  under the AIP,  which  the  Compensation
Committee  approved on January 29, 2007, relate to increases in sales,  earnings
before interest and taxes and return on investment.  The non-financial strategic
initiatives, which the Compensation Committee also approved on January 29, 2007,
relate to (i) customers, including market share, customer satisfaction,  service
performance and product quality,  (ii) workforce,  including managing talent and
development, and (iii) innovation,  including new products, growth and return on
product  investment,  cost savings  initiatives  and  research  and  development
innovation.

     Under  the AIP,  each  executive  officer  will  have a range of  potential
awards, both above and below target,  which will be specified each year when the
performance  goals are established.  The amount paid to each executive  officer,
including  the CEO,  following  the end of the year will depend on the extent to
which the  performance  goals are achieved.  Based on the specific  quantitative
financial and non-financial objectives, if threshold performance is achieved for
the year,  the executive  officer may be paid 25% of his or her target award and
if maximum  performance is achieved for the year,  the executive  officer may be
paid up to a ceiling of 200% of that  officer's  target  award.  Failure to meet
threshold  performance  for  both the  financial  objectives  and  non-financial
strategic  initiatives,  based on the performance  goals,  will result in no AIP
award to the executive officer for that year.

     Each executive  officer's AIP target award is a stated percentage of his or
her base salary. For 2007, as approved by the Compensation  Committee on January
29,  2007,  the CEO's  target  award is 120% of base  salary and the Flavors and
Fragrances Group  Presidents' and other Senior Vice Presidents'  target award is
60% of base salary.

     Subject to the approval of the Compensation  Committee,  at the end of each
year,  based on the achievement  for the year against the specific  quantitative
and non-financial objectives and based upon individual performance,  the CEO may
recommend  that the  Compensation  Committee  allocate  AIP  awards  upwards  or
downwards  among  executive  officers  so long as the total AIP  amount  that is
available  based  on  actual  achievement  is not  exceeded  and so  long  as no
executive  officer is paid more than 200% of that  officer's  target award.  The
Compensation Committee also has negative discretion with respect to awards under
the AIP.
<PAGE>

     Attached as Exhibit 10.1 are the corporate  performance  objectives and the
derivative  regional and/or category  objectives,  as well as the  non-financial
strategic initiatives, for 2007 under the AIP.


Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibits
10.1     Performance Criteria for 2007 under the Company's Annual Incentive Plan

<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 31, 2007          By:  /s/ Dennis M. Meany
                                  ________________________________________
                                  Name:       Dennis M. Meany
                                  Title:      Senior Vice President, General
                                              Counsel and Secretary

<PAGE>


                                 EXHIBITS INDEX



Exhibit Number                      Exhibit Description
--------------                      --------------------

10.1     Performance Criteria for 2007 under the Company's Annual Incentive Plan

<PAGE>


                                                                EXHIBIT 10.1


     Performance Criteria for 2007 under the Company's Annual Incentive Plan

     For 2007, the corporate performance  objectives and the derivative regional
and/or category  objectives under the Company's Annual Incentive Plan, which the
Compensation  Committee of the Company's Board of Directors  approved on January
29, 2007,  relate to increases in sales,  earnings before interest and taxes and
return  on  investment.  The  non-financial  strategic  initiatives,  which  the
Compensation  Committee  also  approved  on  January  29,  2007,  relate  to (i)
customers,  including market share, customer  satisfaction,  service performance
and product quality, (ii) workforce,  including managing talent and development,
and (iii)  innovation,  including  new  products,  growth  and return on product
investment, cost savings initiatives and research and development innovation.
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{"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": "07567885"}, "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 29, 2007
                                                   _____________________________

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

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

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

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

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

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

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

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

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.  Departure  of  Directors or Certain Officers; Election of Directors;
Appointment of Certain  Officers;  Compensatory Arrangements of Certain Officers

     On January 29, 2007, the  Compensation  Committee of the Company's Board of
Directors, with the assistance of independent compensation consultants,  changed
the Company's Annual Incentive Plan ("AIP") under the Company's 2000 Stock Award
and Incentive Plan. Under the AIP, each executive  officer,  including the Chief
Executive  Officer ("CEO"),  will have an annual incentive award target based on
the achievement of specific quantitative  financial corporate goals,  derivative
regional  and/or  category   performance  goals  and   non-financial   strategic
initiatives,  which will be  determined by the  Compensation  Committee no later
than March of each year. The corporate  objectives  and the derivative  regional
and/or  category  objectives  for 2007  under the AIP,  which  the  Compensation
Committee  approved on January 29, 2007, relate to increases in sales,  earnings
before interest and taxes and return on investment.  The non-financial strategic
initiatives, which the Compensation Committee also approved on January 29, 2007,
relate to (i) customers, including market share, customer satisfaction,  service
performance and product quality,  (ii) workforce,  including managing talent and
development, and (iii) innovation,  including new products, growth and return on
product  investment,  cost savings  initiatives  and  research  and  development
innovation.

     Under  the AIP,  each  executive  officer  will  have a range of  potential
awards, both above and below target,  which will be specified each year when the
performance  goals are established.  The amount paid to each executive  officer,
including  the CEO,  following  the end of the year will depend on the extent to
which the  performance  goals are achieved.  Based on the specific  quantitative
financial and non-financial objectives, if threshold performance is achieved for
the year,  the executive  officer may be paid 25% of his or her target award and
if maximum  performance is achieved for the year,  the executive  officer may be
paid up to a ceiling of 200% of that  officer's  target  award.  Failure to meet
threshold  performance  for  both the  financial  objectives  and  non-financial
strategic  initiatives,  based on the performance  goals,  will result in no AIP
award to the executive officer for that year.

     Each executive  officer's AIP target award is a stated percentage of his or
her base salary. For 2007, as approved by the Compensation  Committee on January
29,  2007,  the CEO's  target  award is 120% of base  salary and the Flavors and
Fragrances Group  Presidents' and other Senior Vice Presidents'  target award is
60% of base salary.

     Subject to the approval of the Compensation  Committee,  at the end of each
year,  based on the achievement  for the year against the specific  quantitative
and non-financial objectives and based upon individual performance,  the CEO may
recommend  that the  Compensation  Committee  allocate  AIP  awards  upwards  or
downwards  among  executive  officers  so long as the total AIP  amount  that is
available  based  on  actual  achievement  is not  exceeded  and so  long  as no
executive  officer is paid more than 200% of that  officer's  target award.  The
Compensation Committee also has negative discretion with respect to awards under
the AIP.
Attached as Exhibit 10.1 are the corporate  performance  objectives and the
derivative  regional and/or category  objectives,  as well as the  non-financial
strategic initiatives, for 2007 under the AIP.

Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibits
10.1     Performance Criteria for 2007 under the Company's Annual Incentive Plan
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 31, 2007          By:  /s/ Dennis M. Meany
                                  ________________________________________
                                  Name:       Dennis M. Meany
                                  Title:      Senior Vice President, General
                                              Counsel and Secretary
EXHIBITS INDEX

Exhibit Number                      Exhibit Description
--------------                      --------------------

10.1     Performance Criteria for 2007 under the Company's Annual Incentive Plan
EXHIBIT 10.1

     Performance Criteria for 2007 under the Company's Annual Incentive Plan

     For 2007, the corporate performance  objectives and the derivative regional
and/or category  objectives under the Company's Annual Incentive Plan, which the
Compensation  Committee of the Company's Board of Directors  approved on January
29, 2007,  relate to increases in sales,  earnings before interest and taxes and
return  on  investment.  The  non-financial  strategic  initiatives,  which  the
Compensation  Committee  also  approved  on  January  29,  2007,  relate  to (i)
customers,  including market share, customer  satisfaction,  service performance
and product quality, (ii) workforce,  including managing talent and development,
and (iii)  innovation,  including  new  products,  growth  and return on product
investment, cost savings initiatives and research and development innovation.