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)              March 6, 2007
                                                    ---------------------------


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


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


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


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

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         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 March 6, 2007,  the  Compensation  Committee of the  Company's  Board of
Directors  determined to change the operating  methodology of the Company's Long
Term  Incentive Plan ("LTIP") under the Company's 2000 Stock Award and Incentive
Plan.  Under the LTIP,  each executive  officer,  including the Chief  Executive
Officer, will have an award target for each three-year  performance cycle and an
award target for each year during each such three-year  performance  cycle (with
each period being considered a "segment"),  based on the achievement of specific
quantitative  corporate performance goals. These goals will be determined by the
Compensation  Committee  during the first  ninety days of the first year of each
performance   cycle.  For  the  2007-2009  cycle,  the  Compensation   Committee
determined  that these goals will relate to  improvements  in earnings per share
and total shareholder  return ("TSR") relative to the S&P 500. For this purpose,
TSR means the amount, expressed as a percentage, of market price appreciation or
depreciation  of a share of common  stock  plus  dividends  on a share of common
stock,  assuming  dividend  reinvestment at the dividend payment date,  measured
from January 1, 2007 through a specified year-end or cycle-end date. TSR will be
calculated  for the  Company  and for the  S&P 500 so that  the  ranking  of the
Company as a percentile of the S&P 500 can be  determined.  The market price for
purposes of calculating  the TSR of the Company and the S&P 500 on each year-end
or cycle-end  date will be  determined  based on the average  closing  price per
share of each company's  common stock over the period of 20 consecutive  trading
days preceding that date, as reported by a reputable reporting service.

     For each three-year LTIP cycle each executive  officer will have a range of
potential  awards,  both  above and below  target,  which are  specified  at the
beginning of the cycle.  Each  executive's LTIP target is a percentage of his or
her annual base salary at April 1 of the first year of the 3 year LTIP cycle. As
determined by the Compensation Committee, if any LTIP payouts are to be made for
the 2007-2009 cycle and thereafter,  subject to periodic review, 50% of the LTIP
payout would be paid in cash and 50% would be paid in Company stock. Previously,
for the 2006-2008 LTIP cycle,  the number of shares of Company stock for the 50%
portion that would be paid in stock would not be determined until the end of the
LTIP cycle,  based on the closing  market price on the last stock trading day of
the cycle;  however,  as approved by the Compensation  Committee at its March 6,
2007  meeting,  for the  2007-2009  LTIP cycle,  the number of shares of Company
stock  for the 50%  portion  that  would be paid in stock is  determined  at the
beginning of the cycle,  based on $48.92 per share,  the closing market price on
January 3, 2007, the first stock trading day of the cycle.

     The  Compensation  Committee has  determined  that the 2007-2009 LTIP cycle
will consist of four segments,  with each year during the cycle being a separate
segment and the entire  three-year  period being a fourth segment.  Each segment
during the cycle will be weighted 25% of the executive's  target. When the award
is first  granted at the  beginning  of the LTIP cycle,  50% of the  recipient's
target dollar value of the award is converted to a number of  "notional"  shares
of the Company's  common stock based on the closing market price on the date the

grant is approved by the Committee. Depending on the extent to which the Company
achieves the  corporate  performance  goals for each  segment,  a portion of the
executive's  LTIP  award may be  credited  on behalf of the  executive,  but any
"credited" portion will not be paid until the completion of the full LTIP cycle.
If a portion of the  executive's  LTIP award is credited for any segment  during
the LTIP  cycle,  that  portion  would  consist of both the 50% cash and the 50%
shares based on the person's  target cash amount and target number of shares for
that segment and based on the Company's achievement of the corporate performance
goals for that segment.

     Upon  the  completion  of the  LTIP  cycle  and  all of its  segments,  the
aggregate of all credited portions of an award may be payable to each executive,
subject to the  discretion  of the  Compensation  Committee.  At that time,  the
executive  would be paid the  credited  cash and would be issued  the  aggregate
number of shares of the Company's  Common Stock equal to the credited  number of
"notional"  shares.  Each executive forfeits the right to receive any "credited"
cash or shares if he or she separates  from the employment by the Company (other
than due to retirement) during the LTIP cycle.

     If the Company does not meet threshold performance for all four segments in
the LTIP cycle, based on the corporate  performance goals, no LTIP award will be
paid for that cycle. The Compensation  Committee may not increase LTIP awards to
any executive officer beyond those actually earned based on the  pre-established
goals.

     At its meeting held on March 6, 2006, the Compensation Committee,  with the
assistance  of  its  independent   compensation   consultant,   established  the
compensation  (effective  as of  April  1,  2007)  for  its  senior  executives,
including its CEO and other  executive  officers who were named in the Company's
Proxy  Statement for its 2006 Annual Meeting of  Shareholders  and who are still
employed by the Company (collectively, the "Named Executive Officers"). No Named
Executive  Officer  will  receive an increase  in salary  over the prior  year's
salary. In addition, the Annual Incentive Plan ("AIP") target percentage and the
LTIP target  percentage of each Named  Executive's  Officer's salary will remain
the same for 2007 AIP and the  2007-2009  LTIP  cycle as for the  prior  period.
Under the AIP and LTIP, each Named Executive Officer will be eligible to receive
his AIP and LTIP award target based on achievement against specific  performance
goals.

     At the same meeting, the Compensation Committee approved the total value of
each Named Executive  Officer's  equity awards to be granted under the Company's
Equity Choice  Program (the "Equity  Choice  Program")  under the Company's 2000
Stock Award and Incentive Plan ("2000 SAIP") as follows:




                                                                           Value of Equity Awards under
Name                        Title                                          Equity Choice Program
- --------------------------  -----------------------------------------     ----------------------------
                                                                           
Robert M. Amen              Chairman and Chief Executive Officer              $1,650,000

Douglas J. Wetmore          Senior Vice President and Chief Financial           $325,000

James H. Dunsdon            Senior Vice President and Transition Leader         $300,000

Nicolas Mirzayantz          Group President, Fragrances                         $450,000



The Compensation  Committee also approved the total value of equity awards under
the Equity Choice  Program to Dennis M. Meany,  Senior Vice  President,  General
Counsel and Secretary,  and Hernan Vaisman,  Group  President,  Flavors,  in the
amounts of $325,000  and  $450,000,  respectively.  Under the  Company's  Equity
Choice  Program  each Named  Executive  Officer  will be eligible for a grant of
equity awards.  Each executive will be entitled to choose from three alternative
types of equity  awards and will be granted  those equity  awards under the 2000
SAIP up to his or her total dollar award  value.  Grants of equity  awards under
the Equity Choice Program,  based on each executive's election,  are anticipated
to be made on the date of the Company's Annual Meeting of Shareholders.

     At its meeting  held on March 6, 2007,  the  Company's  Board of  Directors
determined,  with the assistance of  independent  compensation  consultants,  to
change certain  elements of the compensation for directors who are not employees
of the Company ("Non-Employee  Directors"),  with such changes to take effect on
the date of the  Company's  2007 Annual  Meeting of  Shareholders,  as described
below.   The purpose of the changes is to simplify the structure of compensation
for  Non-Employee  Directors and to increase the longer term stock  ownership by
the Non-Employee Directors. Specific changes made are:

     (a)  Non-Employee Directors will no longer receive cash fees for each Board
          or Committee meeting attended.  Currently,  each non-employee director
          receives  a cash fee of $2,000 for each Board  meeting  attended,  and
          each  Audit  Committee,  Compensation  Committee  and  Nominating  and
          Governance  Committee  member  receives  a cash fee of $1,500 for each
          Committee meeting attended.

     (b)  Currently  Non-Employee  Directors receive an annual grant, in October
          of each year,  of 1,000  shares of Common  Stock of the Company from a
          pool of shares  authorized  by the Board in  September  2000,  and are
          required to defer this grant.  Non-Employee  Directors  currently also
          receive  an  annual  grant,  on the  date of each  Annual  Meeting  of
          Shareholders,  of 750  RSUs.  Non-Employee  Directors  will no  longer
          receive these grants.

     (c)  Each  Non-Employee   Director  will  receive  an  annual  retainer  of
          $175,000.  Of  this  amount,  $75,000  will be  paid  in  cash,  which
          represents an increase  from the $50,000 cash retainer each  currently
          receives,  and $100,000 will be paid in Restricted  Stock Units (RSUs)
          issued under the Company's  2000 Stock Award and Incentive  Plan.  The
          RSUs  will  be  granted  on  the  date  of  each  Annual   Meeting  of
          Shareholders and will cliff vest on the third anniversary of the grant
          date.  The  number of RSUs to be issued  will be based on the  closing
          market price of the Company's common stock on the grant date. Once the
          RSUs vest, each Non-Employee Director will be required to defer all of
          the vested RSUs under the Company's  Deferred  Compensation Plan until
          he or she separates from service on the Company's  Board of Directors.
          Given that RSUs will be deferred until each director's separation from
          service and each  director's  stock ownership will increase during his
          or her term of service, the minimum share ownership  requirements that
          currently apply to directors will be eliminated.


     (d)  The  Chairperson  of the Audit  Committee  will continue to receive an
          annual cash retainer of $15,000.  The Chairpersons of the Compensation
          Committee and Nominating and Governance Committee will each receive an
          annual  cash  retainer of  $10,000,  an increase  from the $7,500 each
          currently receives.

     (e)  The Lead  Director  will  receive  an annual  cash fee of  $15,000,  a
          decrease from the $25,000 he currently receives.

     (f)  Non-Employee  Directors will continue to be eligible to participate in
          the Company's Deferred  Compensation Plan. A Non-Employee Director may
          defer all or a portion of his or her cash compensation, as well as any
          RSUs, subject to Section 409A of the Internal Revenue Code.




                                    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:  March 12, 2007           By: /S/  DENNIS M. MEANY
                                 ----------------------------
                                 Name:       Dennis M. Meany
                                 Title:      Senior Vice President,
                                             General Counsel and Secretary