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)     July 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 1.01.   Entry into a Material Definitive Agreement.

     At its meeting held on July 25,  2006,  the  Compensation  Committee of the
Board of  Directors  of the Company  (the  "Compensation  Committee"),  with the
assistance of independent compensation  consultants,  approved a grant of 10,638
Restricted  Stock Units  ("RSU's") to Mr.  Arthur C. Martinez for his service as
Interim Chief  Executive  Officer  during the period from May 9, 2006 until June
30,  2006.  The  Board  determined  to grant  such RSU  award  equal in value to
$375,000  based on the closing price of the Company's  Common Stock on the grant
date.  The RSU's,  which were granted under the  Company's  2000 Stock Award and
Incentive  Plan,  will  vest on the  first  anniversary  of the  date of  grant.
Attached  as Exhibit  10.1 is a  Restricted  Stock Units  Agreement  between the
Company and Mr. Martinez.



Item 9.01.   Financial Statements and Exhibits.

(c)      Exhibits

         10.1     Restricted  Stock Units Agreement dated July 25, 2006 between
                  International  Flavors & Fragrances Inc. and Arthur C.
                  Martinez.


<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:  July 26, 2006    By:  /s/ Dennis M. Meany
                         ----------------------------------------
                         Name:     Dennis M. Meany
                         Title:    Senior Vice President, General
                                   Counsel and Secretary


<PAGE>



                                  EXHIBIT INDEX

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


   10.1           Restricted  Stock Units Agreement dated July 25, 2006 between
                  International  Flavors & Fragrances Inc. and Arthur C.
                  Martinez.


<PAGE>




                                                                EXHIBIT 10.1




                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                       2000 Stock Award and Incentive Plan
                             As Amended and Restated

                        Restricted Stock Units Agreement

This Restricted  Stock Units Agreement (the  "Agreement")  confirms the grant on
July 25, 2006 (the "Grant Date") by  INTERNATIONAL  FLAVORS & FRAGRANCES INC., a
New York  corporation  (the  "Company"),  to Arthur C. Martinez  ("Grantee")  of
Restricted Stock Units (the "Units"), as follows:


         Number granted:   10,638 Units

         Units vest:       All Units will vest on the first anniversary of the
                  Grant Date, July 25, 2007 (the "Stated Vesting Date"), if not
                  previously forfeited.  In addition, the Units will become
                  immediately vested upon a Change in Control or upon  the
                  occurrence of certain events relating to termination of
                  service, in accordance with Section 4 hereof.

         Settlement:       Units granted  hereunder will be settled by delivery
                  of one share of the Company's  Common Stock,  par value
                  $.12-1/2 per share,  for each Unit being settled.  Subject to
                  elective  deferral under Section 6 below and subject to
                  Section 4(b),  such  settlement  shall occur upon the vesting
                  (the lapse of the risk of  forfeiture)  of each Unit as
                  specified above.


                                   * * * * * *

The Units are  subject to the terms and  conditions  of the 2000 Stock Award and
Incentive  Plan,  as amended and  restated  (the  "Plan"),  and this  Agreement,
including the Terms and Conditions of Restricted  Stock Units  attached  hereto.
The number of Units and the kind of shares  deliverable  in  settlement of Units
are subject to adjustment in accordance  with Section 5 hereof and Section 11(c)
of the Plan.

Grantee  acknowledges and agrees that (i) Units are  nontransferable,  except as
provided  in  Section 3 hereof  and  Section  11(b) of the Plan,  (ii) Units are
subject  to  forfeiture  in the event of  Grantee's  Termination  of  Service in
certain  circumstances prior to vesting, as specified in Section 4 hereof, (iii)
sales of  shares  delivered  in  settlement  of  Units  will be  subject  to the
Company's  policies  regulating trading by directors and (iv) a copy of the Plan
and related  prospectus  have  previously been delivered to Grantee or are being
delivered to Grantee.

<PAGE>


     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer  thereunto duly authorized,  and Grantee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.



                                          INTERNATIONAL FLAVORS &
                                          FRAGRANCES INC.


  /s/ Arthur C. Martinez                  By:   /s/ Dennis M. Meany
 ---------------------------                  ------------------------------
  Arthur C. Martinez                      Name:  Dennis M. Meany
                                          Title: Senior Vice President, General
                                                 Counsel and Secretary


                                          Attest:

                                           /s/ Jodie Simon Friedman
                                          ----------------------------------
                                           Assistant Secretary

<PAGE>

                 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     The following Terms and Conditions apply to the Units granted to Grantee by
INTERNATIONAL  FLAVORS & FRAGRANCES  INC. (the  "Company"),  as specified in the
Restricted  Stock Units  Agreement (of which these Terms and  Conditions  form a
part).  Certain  terms of the  Units,  including  the  number of Units  granted,
vesting date(s) and settlement date, are set forth on the preceding pages.

     1. General. The Units are granted to Grantee under the Company's 2000 Stock
Award  and  Incentive  Plan (the  "Plan"),  a copy of which,  along  with  other
documents  constituting  the  "prospectus"  for the Plan,  have  previously been
delivered to Grantee or are being  delivered to Grantee.  All of the  applicable
terms, conditions and other provisions of the Plan are incorporated by reference
herein.  Capitalized  terms used in this  Agreement but not defined herein shall
have the same  meanings  as in the Plan.  If there is any  conflict  between the
provisions of this document and mandatory provisions of the Plan, the provisions
of the Plan govern.  By accepting the grant of the Units,  Grantee  agrees to be
bound by all of the terms and  provisions of the Plan (as presently in effect or
later amended),  the rules and  regulations  under the Plan adopted from time to
time,  and  the  decisions  and  determinations  of the  Company's  Compensation
Committee of the Company's Board of Directors (the  "Committee")  made from time
to time,  provided that no such Plan amendment,  rule or regulation or Committee
decision or  determination  shall  materially and adversely affect the rights of
the Grantee with respect to outstanding Units.

     2. Account for Grantee.  The Company shall  maintain a bookkeeping  account
for Grantee  (the  "Account")  reflecting  the number of Units then  credited to
Grantee hereunder as a result of such grant of Units.

     3. Nontransferability. Until Units become settleable in accordance with the
terms of this Agreement,  Grantee may not transfer Units or any rights hereunder
to any third  party  other than by will or the  applicable  laws of descent  and
distribution,  except for transfers to a Beneficiary  or otherwise if and to the
extent  permitted  by the Company and subject to the  conditions  under  Section
11(b) of the Plan.

     4. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Units in the event of Grantee's Termination of Service (as
defined below), unless otherwise determined by the Committee (subject to Section
8(a) hereof):

               (a) Death or Disability. In the event of Grantee's Termination of
          Service  due to death or  Disability  (as  defined  below)  all of the
          Units, to the extent then outstanding but not previously vested,  will
          vest and become non-forfeitable  immediately, and such Units, together
          with any  then-outstanding  Units that  previously  became  vested and
          non-forfeitable, will be settled as promptly as practicable thereafter
          if not previously settled.

               (b) Retirement.  In the event of Grantee's Termination of Service
          due to  Retirement  (as  defined  below),  the  Units,  to the  extent
          outstanding  but not previously  vested or otherwise  forfeited,  will
          continue to be  outstanding  and will vest at the time the Units would
          have  become  vested if Grantee  had not  Retired.  Such Units will be
          settled as promptly as practicable following vesting.

               (c) Other Terminations.  In the event of Grantee's Termination of
          Service for any reason other than death,  Disability,  or  Retirement,
          any  then-outstanding  Units not vested at the date of  Termination of
          Service will be forfeited.

               (d) Certain  Definitions.  The  following  definitions  apply for
          purposes of this Agreement:

               (i) "Disability"  means Grantee's  physical or mental  impairment
          which is expected to be of  long-duration  and which  renders  Grantee
          unable to perform  his or her duties as a director.  Determination  of
          Disability will be in the sole discretion of the Board.

                    (ii) "Retirement" means retirement after attaining age 62.
<PAGE>

                    (iii)  "Termination  of  Service"  means  the event by which
               Grantee ceases to be a director of the Company.

     5. Dividends and Adjustments.

               (a) Dividends.  No Dividends or Dividend  Equivalents of any kind
          (including cash dividends,  non-Common Stock Dividends or Common Stock
          Dividends) will be credited or paid on any unvested Units. Units that,
          at the relevant  dividend  record date that occurs before the issuance
          of shares in settlement of Units,  previously  have been vested (i.e.,
          Units deferred as to settlement under Section 6), shall be entitled to
          payments or credits  equivalent to dividends that would have been paid
          if the Units had been outstanding shares at such record date. The form
          and  timing  of  such  payments  will  be in  the  discretion  of  the
          Committee.

               (b)  Adjustments.  The  number  of Units  credited  to  Grantee's
          Account and/or the property deliverable upon settlement of Units shall
          be appropriately adjusted, in order to prevent dilution or enlargement
          of Grantee's  rights with respect to Units in  connection  with, or to
          reflect  any changes in the number and kind of  outstanding  shares of
          Common  Stock  resulting  from,  any  corporate  transaction  or event
          referred to in the first sentence of Section 11(c) of the Plan.

               (c) Risk of Forfeiture  and  Settlement of Units  Resulting  from
          Adjustments.  Units (and other  property  deliverable in settlement of
          Units) which directly or indirectly  result from adjustments to a Unit
          granted  hereunder  shall be subject to the same risk of forfeiture as
          applies  to the  granted  Unit and will be settled at the same time as
          the granted Unit.

     6. Deferral of Settlement;  Compliance with Section 409A. Settlement of any
Unit will be deferred in certain cases if and to the extent  validly  elected by
Grantee.  Deferrals,  both elective and any other  distribution  not excluded or
exempt  under  Section 409A of the Internal  Revenue  Code (the  "Code"),  shall
comply  with  requirements  under  Section  409A.  At any time  that  Units  are
electively  deferred or otherwise  not excluded or exempted  under Section 409A,
they will be subject to  accelerated  settlement  under Section 9(a) of the Plan
only if the Change in Control constitutes a change in the ownership or effective
control of the  corporation or in the ownership of a substantial  portion of the
assets of the corporation within the meaning of Section 409A(a)(2)(A)(v).  Other
provisions of this Agreement notwithstanding, under U.S. federal income tax laws
and Treasury Regulations (including proposed regulations) as presently in effect
or hereafter implemented, (i) if the timing of any distribution in settlement of
Units would result in Grantee's  constructive  receipt of income relating to the
Units prior to such distribution,  the date of distribution will be the earliest
date after the specified  date of  distribution  that  distribution  would occur
under the terms of this Agreement and can be effected without  resulting in such
constructive  receipt;  and (ii) any rights of Grantee or retained  authority of
the Company with respect to Units hereunder shall be automatically  modified and
limited  to the extent  necessary  so that  Grantee  will not be deemed to be in
constructive  receipt of income relating to the Units prior to the  distribution
and so that Grantee shall not be subject to any penalty under Section 409A.


         7.       Other Terms Relating to Units.

               (a) Fractional Units and Shares.  The number of Units credited to
          Grantee's Account shall include  fractional Units, if any,  calculated
          to at least three decimal places,  unless otherwise  determined by the
          Committee.  Unless settlement is effected through a third-party broker
          or agent that can accommodate  fractional  shares  (without  requiring
          issuance of a fractional share by the Company), upon settlement of the
          Units  Grantee shall be paid, in cash, an amount equal to the value of
          any fractional  share that would have  otherwise  been  deliverable in
          settlement of such Units.

               (b) Taxes.  Grantee shall be responsible for any income taxes and
          other taxes resulting from the grant, vesting or settlement of Units.
<PAGE>
               (c) Statements. An individual statement of each Grantee's Account
          will be issued to Grantee at such  times as may be  determined  by the
          Company.  Such a statement  shall reflect the number of Units credited
          to Grantee's Account,  transactions  therein during the period covered
          by  the  statement,  and  other  information  deemed  relevant  by the
          Committee.   Such  a  statement   may  be  combined  with  or  include
          information  regarding other plans and  compensatory  arrangements for
          non-employee  directors.  Any statement containing an error shall not,
          however, represent a binding obligation to the extent of such error.

               (d)  Grantee   Consent.   By  signing  this  Agreement,   Grantee
          voluntarily   acknowledges  and  consents  to  the  collection,   use,
          processing  and transfer of personal data as described in this Section
          7(d).  Grantee is not  obliged to  consent  to such  collection,  use,
          processing and transfer of personal data; however,  failure to provide
          the consent may affect  Grantee's  ability to participate in the Plan.
          The Company and its subsidiaries hold, for the purpose of managing and
          administering  the Plan,  certain personal  information about Grantee,
          including  Grantee's name, home address and telephone number,  date of
          birth, social security number or other Grantee  identification number,
          salary,  nationality,  job title, any shares of stock or directorships
          held  in the  Company,  and  details  of  all  options  or  any  other
          entitlement to shares of stock awarded, canceled,  purchased,  vested,
          unvested or  outstanding  in  Grantee's  favor  ("Data").  The Company
          and/or  its  subsidiaries  will  transfer  Data  among  themselves  as
          necessary  for  the  purpose  of  implementation,  administration  and
          management  of  Grantee's  participation  in the Plan and the  Company
          and/or any of its  subsidiaries  may each further transfer Data to any
          third   parties   assisting   the   Company  in  the   implementation,
          administration  and  management of the Plan.  These  recipients may be
          located in the European  Economic  Area, or elsewhere  throughout  the
          world, such as the United States.  Grantee authorizes them to receive,
          possess,  use,  retain and transfer the Data,  in  electronic or other
          form,  for the purposes of  implementing,  administering  and managing
          Grantee's  participation in the Plan, including any requisite transfer
          of such Data as may be  required  for the  administration  of the Plan
          and/or  the  subsequent  holding  of shares on  Grantee's  behalf to a
          broker or other third party with whom Grantee may elect to deposit any
          shares acquired pursuant to the Plan. Grantee may, at any time, review
          Data, require any necessary  amendments to it or withdraw the consents
          herein in writing by  contacting  the  Company;  however,  withdrawing
          consent may affect Grantee's ability to participate in the Plan.

               (e) Consent to Electronic  Delivery.  Grantee hereby  consents to
          electronic delivery of the Plan, the Prospectus for the Plan and other
          documents related to the Plan  (collectively,  the "Plan  Documents").
          The Company will deliver the Plan documents  electronically to Grantee
          by e-mail,  by posting such  documents  on its intranet  website or by
          another mode of  electronic  delivery as  determined by the Company in
          its sole  discretion.  The Company  will send to the Grantee an e-mail
          announcement when a new plan document is available  electronically for
          Grantee's review,  download or printing and will provide  instructions
          on where the plan document can be found. Unless otherwise specified in
          writing to the Company, Grantee will not incur any costs for receiving
          the plan  documents  electronically  through  the  Company's  computer
          network.  Grantee  will have the right to receive  paper copies of any
          plan  document  by sending a written  request  for a paper copy to the
          address  specified  in  Section  8(e)  hereof.  Grantee's  consent  to
          electronic  delivery  of the plan  documents  will be valid and remain
          effective  until  the  earlier  of (i) the  termination  of  Grantee's
          participation in the Plan and (ii) the withdrawal of Grantee's consent
          to electronic delivery of the Plan documents. The Company acknowledges
          and agrees that  Grantee has the right at any time to withdraw  his or
          her consent to electronic  delivery of the Plan documents by sending a
          written notice of withdrawal to the address  specified in Section 8(e)
          hereof.  If  Grantee  withdraws  his  or  her  consent  to  electronic
          delivery,  the Company  will resume  sending  paper copies of the Plan
          documents  within  ten  (10)  business  days  of  its  receipt  of the
          withdrawal  notice.  Grantee  acknowledges  that  he or she is able to
          access, view and retain an e-mail announcement  informing Grantee that
          the Plan  documents  are  available in either HTML,  PDF or such other
          format as the company determines in sole discretion.

     8. Miscellaneous.

               (a) Binding Agreement;  Written Amendments.  This Agreement shall
<PAGE>
          be binding upon the heirs, executors, administrators and successors of
          the parties.  This Agreement  constitutes the entire agreement between
          the  parties  with  respect to the  Units,  and  supersedes  any prior
          agreements  or  documents  with  respect  thereto.   No  amendment  or
          alteration  of  this   Agreement   which  may  impose  any  additional
          obligation  upon the  Company  shall be valid  unless  expressed  in a
          written  instrument  duly executed in the name of the Company,  and no
          amendment,  alteration,  suspension or  termination  of this Agreement
          which may materially  impair the rights of Grantee with respect to the
          Units shall be valid unless expressed in a written instrument executed
          by Grantee.

               (b) No Promise of Continued  Service as  Director.  The Units and
          the  granting  thereof  shall not  constitute  or be  evidence  of any
          agreement  or  understanding,  express or implied,  that Grantee has a
          right to continue as a director of the Company for any period of time,
          or at any particular rate of compensation.

               (c) Unfunded Plan. Any provision for  distribution  in settlement
          of  Grantee's  Account  hereunder  shall be by  means  of  bookkeeping
          entries  on the books of the  Company  and shall not create in Grantee
          any right to, or claim  against any,  specific  assets of the Company,
          nor result in the creation of any trust or escrow account for Grantee.
          With respect to Grantee's  entitlement to any distribution  hereunder,
          Grantee shall be a general creditor of the Company.

               (d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS
          AGREEMENT  SHALL BE DETERMINED IN ACCORDANCE  WITH THE LAWS (INCLUDING
          THOSE  GOVERNING  CONTRACTS) OF THE STATE OF NEW YORK,  WITHOUT GIVING
          EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW.

               (e)  Notices.  Any  notice to be given  the  Company  under  this
          Agreement  shall be  addressed to the Company at 521 West 57th Street,
          New York, NY 10019, attention:  Corporate Secretary, and any notice to
          the Grantee shall be addressed to the Grantee at Grantee's  address as
          then appearing in the records of the Company.
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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)     July 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 1.01.   Entry into a Material Definitive Agreement.

     At its meeting held on July 25,  2006,  the  Compensation  Committee of the
Board of  Directors  of the Company  (the  "Compensation  Committee"),  with the
assistance of independent compensation  consultants,  approved a grant of 10,638
Restricted  Stock Units  ("RSU's") to Mr.  Arthur C. Martinez for his service as
Interim Chief  Executive  Officer  during the period from May 9, 2006 until June
30,  2006.  The  Board  determined  to grant  such RSU  award  equal in value to
$375,000  based on the closing price of the Company's  Common Stock on the grant
date.  The RSU's,  which were granted under the  Company's  2000 Stock Award and
Incentive  Plan,  will  vest on the  first  anniversary  of the  date of  grant.
Attached  as Exhibit  10.1 is a  Restricted  Stock Units  Agreement  between the
Company and Mr. Martinez.

Item 9.01.   Financial Statements and Exhibits.

(c)      Exhibits

         10.1     Restricted  Stock Units Agreement dated July 25, 2006 between
                  International  Flavors & Fragrances Inc. and Arthur C.
                  Martinez.
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:  July 26, 2006    By:  /s/ Dennis M. Meany
                         ----------------------------------------
                         Name:     Dennis M. Meany
                         Title:    Senior Vice President, General
                                   Counsel and Secretary
EXHIBIT INDEX

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

   10.1           Restricted  Stock Units Agreement dated July 25, 2006 between
                  International  Flavors & Fragrances Inc. and Arthur C.
                  Martinez.
EXHIBIT 10.1

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                       2000 Stock Award and Incentive Plan
                             As Amended and Restated

                        Restricted Stock Units Agreement

This Restricted  Stock Units Agreement (the  "Agreement")  confirms the grant on
July 25, 2006 (the "Grant Date") by  INTERNATIONAL  FLAVORS & FRAGRANCES INC., a
New York  corporation  (the  "Company"),  to Arthur C. Martinez  ("Grantee")  of
Restricted Stock Units (the "Units"), as follows:

         Number granted:   10,638 Units

         Units vest:       All Units will vest on the first anniversary of the
                  Grant Date, July 25, 2007 (the "Stated Vesting Date"), if not
                  previously forfeited.  In addition, the Units will become
                  immediately vested upon a Change in Control or upon  the
                  occurrence of certain events relating to termination of
                  service, in accordance with Section 4 hereof.

         Settlement:       Units granted  hereunder will be settled by delivery
                  of one share of the Company's  Common Stock,  par value
                  $.12-1/2 per share,  for each Unit being settled.  Subject to
                  elective  deferral under Section 6 below and subject to
                  Section 4(b),  such  settlement  shall occur upon the vesting
                  (the lapse of the risk of  forfeiture)  of each Unit as
                  specified above.

                                   * * * * * *

The Units are  subject to the terms and  conditions  of the 2000 Stock Award and
Incentive  Plan,  as amended and  restated  (the  "Plan"),  and this  Agreement,
including the Terms and Conditions of Restricted  Stock Units  attached  hereto.
The number of Units and the kind of shares  deliverable  in  settlement of Units
are subject to adjustment in accordance  with Section 5 hereof and Section 11(c)
of the Plan.

Grantee  acknowledges and agrees that (i) Units are  nontransferable,  except as
provided  in  Section 3 hereof  and  Section  11(b) of the Plan,  (ii) Units are
subject  to  forfeiture  in the event of  Grantee's  Termination  of  Service in
certain  circumstances prior to vesting, as specified in Section 4 hereof, (iii)
sales of  shares  delivered  in  settlement  of  Units  will be  subject  to the
Company's  policies  regulating trading by directors and (iv) a copy of the Plan
and related  prospectus  have  previously been delivered to Grantee or are being
delivered to Grantee.
IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer  thereunto duly authorized,  and Grantee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

                                          INTERNATIONAL FLAVORS &
                                          FRAGRANCES INC.

  /s/ Arthur C. Martinez                  By:   /s/ Dennis M. Meany
 ---------------------------                  ------------------------------
  Arthur C. Martinez                      Name:  Dennis M. Meany
                                          Title: Senior Vice President, General
                                                 Counsel and Secretary

                                          Attest:

                                           /s/ Jodie Simon Friedman
                                          ----------------------------------
                                           Assistant Secretary
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     The following Terms and Conditions apply to the Units granted to Grantee by
INTERNATIONAL  FLAVORS & FRAGRANCES  INC. (the  "Company"),  as specified in the
Restricted  Stock Units  Agreement (of which these Terms and  Conditions  form a
part).  Certain  terms of the  Units,  including  the  number of Units  granted,
vesting date(s) and settlement date, are set forth on the preceding pages.

     1. General. The Units are granted to Grantee under the Company's 2000 Stock
Award  and  Incentive  Plan (the  "Plan"),  a copy of which,  along  with  other
documents  constituting  the  "prospectus"  for the Plan,  have  previously been
delivered to Grantee or are being  delivered to Grantee.  All of the  applicable
terms, conditions and other provisions of the Plan are incorporated by reference
herein.  Capitalized  terms used in this  Agreement but not defined herein shall
have the same  meanings  as in the Plan.  If there is any  conflict  between the
provisions of this document and mandatory provisions of the Plan, the provisions
of the Plan govern.  By accepting the grant of the Units,  Grantee  agrees to be
bound by all of the terms and  provisions of the Plan (as presently in effect or
later amended),  the rules and  regulations  under the Plan adopted from time to
time,  and  the  decisions  and  determinations  of the  Company's  Compensation
Committee of the Company's Board of Directors (the  "Committee")  made from time
to time,  provided that no such Plan amendment,  rule or regulation or Committee
decision or  determination  shall  materially and adversely affect the rights of
the Grantee with respect to outstanding Units.

     2. Account for Grantee.  The Company shall  maintain a bookkeeping  account
for Grantee  (the  "Account")  reflecting  the number of Units then  credited to
Grantee hereunder as a result of such grant of Units.

     3. Nontransferability. Until Units become settleable in accordance with the
terms of this Agreement,  Grantee may not transfer Units or any rights hereunder
to any third  party  other than by will or the  applicable  laws of descent  and
distribution,  except for transfers to a Beneficiary  or otherwise if and to the
extent  permitted  by the Company and subject to the  conditions  under  Section
11(b) of the Plan.

     4. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Units in the event of Grantee's Termination of Service (as
defined below), unless otherwise determined by the Committee (subject to Section
8(a) hereof):

               (a) Death or Disability. In the event of Grantee's Termination of
          Service  due to death or  Disability  (as  defined  below)  all of the
          Units, to the extent then outstanding but not previously vested,  will
          vest and become non-forfeitable  immediately, and such Units, together
          with any  then-outstanding  Units that  previously  became  vested and
          non-forfeitable, will be settled as promptly as practicable thereafter
          if not previously settled.

               (b) Retirement.  In the event of Grantee's Termination of Service
          due to  Retirement  (as  defined  below),  the  Units,  to the  extent
          outstanding  but not previously  vested or otherwise  forfeited,  will
          continue to be  outstanding  and will vest at the time the Units would
          have  become  vested if Grantee  had not  Retired.  Such Units will be
          settled as promptly as practicable following vesting.

               (c) Other Terminations.  In the event of Grantee's Termination of
          Service for any reason other than death,  Disability,  or  Retirement,
          any  then-outstanding  Units not vested at the date of  Termination of
          Service will be forfeited.

               (d) Certain  Definitions.  The  following  definitions  apply for
          purposes of this Agreement:

               (i) "Disability"  means Grantee's  physical or mental  impairment
          which is expected to be of  long-duration  and which  renders  Grantee
          unable to perform  his or her duties as a director.  Determination  of
          Disability will be in the sole discretion of the Board.

                    (ii) "Retirement" means retirement after attaining age 62.
(iii)  "Termination  of  Service"  means  the event by which
               Grantee ceases to be a director of the Company.

     5. Dividends and Adjustments.

               (a) Dividends.  No Dividends or Dividend  Equivalents of any kind
          (including cash dividends,  non-Common Stock Dividends or Common Stock
          Dividends) will be credited or paid on any unvested Units. Units that,
          at the relevant  dividend  record date that occurs before the issuance
          of shares in settlement of Units,  previously  have been vested (i.e.,
          Units deferred as to settlement under Section 6), shall be entitled to
          payments or credits  equivalent to dividends that would have been paid
          if the Units had been outstanding shares at such record date. The form
          and  timing  of  such  payments  will  be in  the  discretion  of  the
          Committee.

               (b)  Adjustments.  The  number  of Units  credited  to  Grantee's
          Account and/or the property deliverable upon settlement of Units shall
          be appropriately adjusted, in order to prevent dilution or enlargement
          of Grantee's  rights with respect to Units in  connection  with, or to
          reflect  any changes in the number and kind of  outstanding  shares of
          Common  Stock  resulting  from,  any  corporate  transaction  or event
          referred to in the first sentence of Section 11(c) of the Plan.

               (c) Risk of Forfeiture  and  Settlement of Units  Resulting  from
          Adjustments.  Units (and other  property  deliverable in settlement of
          Units) which directly or indirectly  result from adjustments to a Unit
          granted  hereunder  shall be subject to the same risk of forfeiture as
          applies  to the  granted  Unit and will be settled at the same time as
          the granted Unit.

     6. Deferral of Settlement;  Compliance with Section 409A. Settlement of any
Unit will be deferred in certain cases if and to the extent  validly  elected by
Grantee.  Deferrals,  both elective and any other  distribution  not excluded or
exempt  under  Section 409A of the Internal  Revenue  Code (the  "Code"),  shall
comply  with  requirements  under  Section  409A.  At any time  that  Units  are
electively  deferred or otherwise  not excluded or exempted  under Section 409A,
they will be subject to  accelerated  settlement  under Section 9(a) of the Plan
only if the Change in Control constitutes a change in the ownership or effective
control of the  corporation or in the ownership of a substantial  portion of the
assets of the corporation within the meaning of Section 409A(a)(2)(A)(v).  Other
provisions of this Agreement notwithstanding, under U.S. federal income tax laws
and Treasury Regulations (including proposed regulations) as presently in effect
or hereafter implemented, (i) if the timing of any distribution in settlement of
Units would result in Grantee's  constructive  receipt of income relating to the
Units prior to such distribution,  the date of distribution will be the earliest
date after the specified  date of  distribution  that  distribution  would occur
under the terms of this Agreement and can be effected without  resulting in such
constructive  receipt;  and (ii) any rights of Grantee or retained  authority of
the Company with respect to Units hereunder shall be automatically  modified and
limited  to the extent  necessary  so that  Grantee  will not be deemed to be in
constructive  receipt of income relating to the Units prior to the  distribution
and so that Grantee shall not be subject to any penalty under Section 409A.

         7.       Other Terms Relating to Units.

               (a) Fractional Units and Shares.  The number of Units credited to
          Grantee's Account shall include  fractional Units, if any,  calculated
          to at least three decimal places,  unless otherwise  determined by the
          Committee.  Unless settlement is effected through a third-party broker
          or agent that can accommodate  fractional  shares  (without  requiring
          issuance of a fractional share by the Company), upon settlement of the
          Units  Grantee shall be paid, in cash, an amount equal to the value of
          any fractional  share that would have  otherwise  been  deliverable in
          settlement of such Units.

               (b) Taxes.  Grantee shall be responsible for any income taxes and
          other taxes resulting from the grant, vesting or settlement of Units.
(c) Statements. An individual statement of each Grantee's Account
          will be issued to Grantee at such  times as may be  determined  by the
          Company.  Such a statement  shall reflect the number of Units credited
          to Grantee's Account,  transactions  therein during the period covered
          by  the  statement,  and  other  information  deemed  relevant  by the
          Committee.   Such  a  statement   may  be  combined  with  or  include
          information  regarding other plans and  compensatory  arrangements for
          non-employee  directors.  Any statement containing an error shall not,
          however, represent a binding obligation to the extent of such error.

               (d)  Grantee   Consent.   By  signing  this  Agreement,   Grantee
          voluntarily   acknowledges  and  consents  to  the  collection,   use,
          processing  and transfer of personal data as described in this Section
          7(d).  Grantee is not  obliged to  consent  to such  collection,  use,
          processing and transfer of personal data; however,  failure to provide
          the consent may affect  Grantee's  ability to participate in the Plan.
          The Company and its subsidiaries hold, for the purpose of managing and
          administering  the Plan,  certain personal  information about Grantee,
          including  Grantee's name, home address and telephone number,  date of
          birth, social security number or other Grantee  identification number,
          salary,  nationality,  job title, any shares of stock or directorships
          held  in the  Company,  and  details  of  all  options  or  any  other
          entitlement to shares of stock awarded, canceled,  purchased,  vested,
          unvested or  outstanding  in  Grantee's  favor  ("Data").  The Company
          and/or  its  subsidiaries  will  transfer  Data  among  themselves  as
          necessary  for  the  purpose  of  implementation,  administration  and
          management  of  Grantee's  participation  in the Plan and the  Company
          and/or any of its  subsidiaries  may each further transfer Data to any
          third   parties   assisting   the   Company  in  the   implementation,
          administration  and  management of the Plan.  These  recipients may be
          located in the European  Economic  Area, or elsewhere  throughout  the
          world, such as the United States.  Grantee authorizes them to receive,
          possess,  use,  retain and transfer the Data,  in  electronic or other
          form,  for the purposes of  implementing,  administering  and managing
          Grantee's  participation in the Plan, including any requisite transfer
          of such Data as may be  required  for the  administration  of the Plan
          and/or  the  subsequent  holding  of shares on  Grantee's  behalf to a
          broker or other third party with whom Grantee may elect to deposit any
          shares acquired pursuant to the Plan. Grantee may, at any time, review
          Data, require any necessary  amendments to it or withdraw the consents
          herein in writing by  contacting  the  Company;  however,  withdrawing
          consent may affect Grantee's ability to participate in the Plan.

               (e) Consent to Electronic  Delivery.  Grantee hereby  consents to
          electronic delivery of the Plan, the Prospectus for the Plan and other
          documents related to the Plan  (collectively,  the "Plan  Documents").
          The Company will deliver the Plan documents  electronically to Grantee
          by e-mail,  by posting such  documents  on its intranet  website or by
          another mode of  electronic  delivery as  determined by the Company in
          its sole  discretion.  The Company  will send to the Grantee an e-mail
          announcement when a new plan document is available  electronically for
          Grantee's review,  download or printing and will provide  instructions
          on where the plan document can be found. Unless otherwise specified in
          writing to the Company, Grantee will not incur any costs for receiving
          the plan  documents  electronically  through  the  Company's  computer
          network.  Grantee  will have the right to receive  paper copies of any
          plan  document  by sending a written  request  for a paper copy to the
          address  specified  in  Section  8(e)  hereof.  Grantee's  consent  to
          electronic  delivery  of the plan  documents  will be valid and remain
          effective  until  the  earlier  of (i) the  termination  of  Grantee's
          participation in the Plan and (ii) the withdrawal of Grantee's consent
          to electronic delivery of the Plan documents. The Company acknowledges
          and agrees that  Grantee has the right at any time to withdraw  his or
          her consent to electronic  delivery of the Plan documents by sending a
          written notice of withdrawal to the address  specified in Section 8(e)
          hereof.  If  Grantee  withdraws  his  or  her  consent  to  electronic
          delivery,  the Company  will resume  sending  paper copies of the Plan
          documents  within  ten  (10)  business  days  of  its  receipt  of the
          withdrawal  notice.  Grantee  acknowledges  that  he or she is able to
          access, view and retain an e-mail announcement  informing Grantee that
          the Plan  documents  are  available in either HTML,  PDF or such other
          format as the company determines in sole discretion.

     8. Miscellaneous.

               (a) Binding Agreement;  Written Amendments.  This Agreement shall
be binding upon the heirs, executors, administrators and successors of
          the parties.  This Agreement  constitutes the entire agreement between
          the  parties  with  respect to the  Units,  and  supersedes  any prior
          agreements  or  documents  with  respect  thereto.   No  amendment  or
          alteration  of  this   Agreement   which  may  impose  any  additional
          obligation  upon the  Company  shall be valid  unless  expressed  in a
          written  instrument  duly executed in the name of the Company,  and no
          amendment,  alteration,  suspension or  termination  of this Agreement
          which may materially  impair the rights of Grantee with respect to the
          Units shall be valid unless expressed in a written instrument executed
          by Grantee.

               (b) No Promise of Continued  Service as  Director.  The Units and
          the  granting  thereof  shall not  constitute  or be  evidence  of any
          agreement  or  understanding,  express or implied,  that Grantee has a
          right to continue as a director of the Company for any period of time,
          or at any particular rate of compensation.

               (c) Unfunded Plan. Any provision for  distribution  in settlement
          of  Grantee's  Account  hereunder  shall be by  means  of  bookkeeping
          entries  on the books of the  Company  and shall not create in Grantee
          any right to, or claim  against any,  specific  assets of the Company,
          nor result in the creation of any trust or escrow account for Grantee.
          With respect to Grantee's  entitlement to any distribution  hereunder,
          Grantee shall be a general creditor of the Company.

               (d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS
          AGREEMENT  SHALL BE DETERMINED IN ACCORDANCE  WITH THE LAWS (INCLUDING
          THOSE  GOVERNING  CONTRACTS) OF THE STATE OF NEW YORK,  WITHOUT GIVING
          EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW.

               (e)  Notices.  Any  notice to be given  the  Company  under  this
          Agreement  shall be  addressed to the Company at 521 West 57th Street,
          New York, NY 10019, attention:  Corporate Secretary, and any notice to
          the Grantee shall be addressed to the Grantee at Grantee's  address as
          then appearing in the records of the Company.