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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)         January 29, 2008
                                                    ---------------------------


                     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, 2008, the  Compensation  Committee of the Company's Board of
Directors  approved 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 are  determined by the  Compensation  Committee
during the first ninety days of the first year of each  performance  cycle.  For
the 2008-2010 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,
2008 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 the 2008-2010  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 will be 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 2008-2010 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.
As approved by the Compensation  Committee at its January 29, 2008 meeting,  for
the  2008-2010  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 $47.20 per share,  the  closing  market  price on January 2, 2008,  the
first stock trading day of the cycle.

     The  Compensation  Committee has  determined  that the 2008-2010 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 will be  converted  to a number of  "notional"
shares of the  Company's  common  stock  based on the  closing  market  price on
January  2, 2008.  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.





                                    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: February 1, 2008         By:  /s/ Dennis M. Meany
                                -----------------------------------------
                                Name:    Dennis M. Meany
                                Title:   Senior Vice President, General Counsel
                                         and Secretary