8-K

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) October 22, 2004
_______________________________________________

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

New York
________________________________
(State or Other Jurisdiction of Incorporation) 1-4858
_________________________________
(Commission File Number) 13-1432060
______________________________
(I.R.S. Employer Identification Number)

521 West 57th Street, New York, New York
__________________________________________________________________
(Address of Principal Executive Offices) 10019
___________________(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 Instructions 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

The disclosure set forth below under "Item 7.01 Regulation FD Disclosure" is incorporated by reference into this Item 2.02.

Item 2.05  Costs Associated with Exit or Disposal Activities

In May this year, the Company announced that it had entered into a letter of intent with Frutarom Industries Ltd. (“Frutarom”) for the intended sale of its fruit preparations businesses in Switzerland and Germany. Frutarom’s stock is traded on the Tel Aviv Stock Exchange (TLV: FRUT). Concurrently, the Company announced its intention to initiate consultations with the Company’s French employee works council regarding the potential sale of the French fruit preparations business to Frutarom, and the potential closure of its manufacturing facilities in Dijon, France.

Effective August 17, 2004, the Company disclosed the completion and terms of the sale of its fruit preparations businesses in Switzerland and Germany to Frutarom. The Company announced today that it had completed required consultations with the Company’s French employees work’s council, and that following such consultations, had determined to proceed with the contemplated sale of its French fruit preparations business, the closure of its Dijon manufacturing facility and other management reorganizations.

The costs for the above actions will result in expected restructuring charges net of sales proceeds of approximately $20 million recorded in the third quarter of 2004. Approximately 200 employees are affected by the above actions. The principal element of the charge relates to employee separation costs. Cash expenditures for separation costs should approximate the expected charge and the actions are expected to be completed by the end of 2005.

Item 7.01  Regulation FD Disclosure

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release of International Flavors & Fragrances Inc. dated October 22, 2004 discussing the sale of the German and Switzerland fruit preparations businesses on August 17, 2004, the contemplated sale of its French fruit preparations business to Frutarom Industries Ltd., the closure of its Dijon, France manufacturing facility and other reorganization activities.

In anticipation of the releases of earnings for the third and fourth quarters of 2004, the following information is being furnished as a result of or otherwise in connection with the sale of its fruit preparations businesses in Switzerland and Germany to Frutarom. The data is being furnished as Exhibits 99.2 to 99.6 as appropriate.

1. Unaudited quarterly pro-forma consolidated statements of income for the year 2002 reflecting the exclusion of the disposed Germany and Switzerland fruit preparations businesses for all periods presented.

2. Unaudited quarterly pro-forma consolidated statements of income for the year 2003 reflecting the exclusion of the disposed Germany and Switzerland fruit preparations businesses for all periods presented.

3. Unaudited quarterly pro-forma consolidated statements of income for the year 2003 reflecting the exclusion of operating results for the Germany and Switzerland fruit preparations businesses for the period August 17, 2003 through year-end.

4. Unaudited quarterly pro-forma consolidated statements of income for the two quarters and six months in the period ended June 30, 2004 reflecting the exclusion of the disposed Germany and Switzerland fruit preparations businesses for the periods presented. The third quarter 2004 data presented represents the results of the Germany and Switzerland fruit preparations businesses up to the date of sale.

5. Pro-forma Net Sales and Country of Destination Sales data for 2002 and 2003 and for the period ending September 2004 reflecting the exclusion of the Germany and Switzerland fruit preparations businesses disposed of on August 17, 2004.

The discussion of the Company’s historical results and its commentary regarding expected future results include and, where indicated, exclude the impact of certain restructuring and other charges related to the Company’s reorganization actions. The pro-forma information related to the sold Germany and Switzerland fruit preparations businesses is intended to provide the reader with the ability to exclude from historical reported results the business that the Company has disposed of. 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 relative impact of the restructuring and other charges and of the businesses the Company has disposed of. In addition, management 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 October 22, 2004 discussing the sale of the Germany and Switzerland fruit preparations businesses on August 17, 2004, the contemplated sale of its French fruit preparations business to Frutarom Industries Ltd., the closure of its Dijon, France manufacturing facility and other reorganization activities.

99.2 Unaudited quarterly pro-forma consolidated statements of income for the year 2002 reflecting the exclusion of the disposed Germany and Switzerland fruit preparations businesses for all periods presented.

99.3 Unaudited quarterly pro-forma consolidated statements of income for the year 2003 reflecting the exclusion of the disposed Germany and Switzerland fruit preparations businesses for all periods presented.

99.4 Unaudited quarterly pro-forma consolidated statements of income for the year 2003 reflecting the exclusion of operating results for Germany and Switzerland fruit preparations businesses for the period August 17, 2003 through year-end.

99.5 Unaudited quarterly pro-forma consolidated statements of income for the two quarters and six months in the period ended June 30, 2004 reflecting the exclusion of the disposed Germany and Switzerland fruit preparations businesses for the periods presented. The third quarter 2004 data presented represents the results of the Germany and Switzerland fruit preparations businesses up to the date of sale.

99.6 Pro-forma Net Sales and Country of Destination Sales data for 2002 and 2003 and for the period ending September 2004 reflecting the exclusion of the Germany and Switzerland fruit preparations businesses disposed of on August 17, 2004.

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.

Dated:  October 22, 2004 INTERNATIONAL FLAVORS & FRAGRANCES INC.


By:       /s/ Dennis M. Meany
——————————————
Name:  Dennis M. Meany
Title:    Senior Vice President, General Counsel
             and Secretary

EX-99.1

IFF Completes Negotiations with French Works Council
Intends to Proceed with Sale of French Fruit Preparations Assets and
Closure of Dijon Manufacturing Facility

New York, N.Y. October 22, 2004… International Flavors & Fragrances Inc. (NYSE: IFF or “the Company”) announced today that it had completed required consultations with the Company’s French employee works council, and that following such consultations, had determined to proceed with the contemplated sale of its French fruit preparations assets to Frutarom Industries Ltd. (“Frutarom”), and with the closure of its Dijon manufacturing facility.

In May this year, IFF announced that it had entered into a letter of intent with Frutarom for the intended sale of its fruit preparations businesses in Switzerland and Germany. Concurrently, IFF announced its intention to initiate consultations with the Company’s French employee works council regarding the potential sale of the assets of it French fruit preparations business to Frutarom, and the potential closure of its manufacturing facilities in Dijon, France.

IFF had previously announced its intention to divest itself of the fruit preparations business, which manufactures processed fruit and other natural product preparations used in a wide variety of food products, including baked goods and dairy products. Sales of fruit preparations in 2003 approximated $90 million. IFF completed the sale of the German and Swiss businesses, comprising 70% of the total fruit preparations business, in August 2004.

The intended closure of the Dijon facility is the result of IFF’s ongoing review of its organization and processes for ways to optimize production. By consolidating its flavor and fragrance operations into its larger, more specialized sites, IFF can increase capacity utilization and further improve both productivity and customer service.

Richard A. Goldstein, IFF’s Chairman and Chief Executive Officer stated that, “The disposition of the fruit preparations businesses is consistent with our long-term strategy to focus on our core flavor and fragrance businesses so we can continue to respond to our customers’ needs in a very competitive marketplace. We are working closely with Frutarom to ensure a smooth transition for our fruit preparations customers and we are confident that they will be pleased with the service and products they will receive from Frutarom.”

Proceeds from the sale of the European fruit preparations business, in total, will approximate $40.0 million, including the assumption of certain liabilities. As a result of these actions, the Company expects to record $20.0 million ($12.7 million after tax or $.14 per share) of restructuring and other charges related to the disposition of the fruit preparations business, closure of Dijon and related actions in the third quarter 2004.

Cautionary Statement Under The Private Securities Litigation Reform Act of 1995
Statements in this press release, 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. Such forward-looking statements, which may be identified by such words as “expect”, “anticipate”, “outlook”, “guidance”, “may” and similar forward-looking terminology, 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 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 impact of possible pension funding obligations and increased pension expense on the Company’s cash flow and results of operations; the effect of legal and regulatory proceedings, as well as restrictions imposed on the Company, its operations or its representatives by foreign governments; and the fact that the outcome of litigation is highly uncertain and unpredictable and there can be no assurance that the triers of fact or law, at either the trial level or at any appellate level, will accept the factual assertions, factual defenses or legal positions of the Company or its factual or expert witnesses in any such litigation. 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.

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 34 countries worldwide and annual sales exceeding $1.9 billion. For more information, please visit our Web site at www.iff.com.

Earnings Release and Conference call
The Company expects to disclose third quarter and year-to-date operating results in a press release to be issued Thursday, October 28, 2004. On October 28, there will be a conference call at 10:00 AM Eastern Time, at which time the Company will discuss operating results for the third quarter 2004. The dial in number for U.S.-based participants is 888-202-2422; for international participants, the number is 913-981-5592. The pass code for the call is 953954.

A replay of the conference call will be available from 1:00 PM Eastern Time beginning on Thursday, October 28, 2004 and ending at Midnight on Thursday, November 11, 2004. The dial in number for the replay for U.S.-based listeners is 888-203-1112; for international listeners, the number is 719-457-0820. The replay pass code will be 953954.

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

# # #

EX-99.2

Exhibit 99.2

INTERNATIONAL FLAVORS & FRAGRANCES INC.
UNAUDITED PRO-FORMA CONSOLIDATED INCOME STATEMENT

(Dollars in thousands)

2002	Quarter-to-date					Year-to-date
1st Quarter	As reported		Germany and Switzerland Fruit Business	Pro-Forma
Net sales	$445,844		11,314	$434,530
Cost of goods sold	259,864		8,263	251,601
Gross margin on sales	185,980		3,051	182,929
Research & development	35,170		325	34,845
Selling and administrative	75,386		943	74,443
Amortization	3,158		--	3,158
	72,266		1,783	70,483
Restructuring and other charges	--		--	--
Interest expense	(10,427	)	--	(10,427	)
Other income (expense), net	1,965		--	1,965
Pretax income	63,804		1,783	62,021
Income taxes	21,857		611	21,246
Net Income	$ 41,947		1,172	$ 40,775

2nd Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$476,336		13,742	$462,594		$922,180		25,056	$897,124
Cost of goods sold	272,612		10,191	262,421		532,476		18,454	514,022
Gross margin on sales	203,724		3,551	200,173		389,704		6,602	383,102
Research & development	35,022		325	34,697		70,192		650	69,542
Selling and administrative	78,921		972	77,949		154,307		1,915	152,392
Amortization	3,158		--	3,158		6,316		--	6,316
	86,623		2,254	84,369		158,889		4,037	154,852
Restructuring and other charges	(9,242	)	--	(9,242	)	(9,242	)	--	(9,242	)
Interest expense	(9,294	)	--	(9,294	)	(19,721	)	--	(19,721	)
Other income (expense), net	807		--	807		2,772		--	2,772
Pretax income	68,894		2,254	66,640		132,698		4,037	128,661
Income taxes	23,493		769	22,724		45,350		1,380	43,970
Net Income	$  45,401		1,485	$  43,916		$  87,348		2,657	$  84,691

3rd Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$462,777		13,277	$449,500		$1,384,957		38,333	$1,346,624
Cost of goods sold	261,075		10,432	250,643		793,551		28,886	764,665
Gross margin on sales	201,702		2,845	198,857		591,406		9,447	581,959
Research & development	37,664		362	37,302		107,856		1,012	106,844
Selling and administrative	75,142		1,939	73,203		229,449		3,854	225,595
Amortization	3,158		--	3,158		9,474		--	9,474
	85,738		544	85,194		244,627		4,581	240,046
Restructuring and other charges	(2,495	)	--	(2,495	)	(11,737	)	--	(11,737	)
Interest expense	(8,947	)	--	(8,947	)	(28,668	)	--	(28,668	)
Other income (expense), net	561		--	561		3,333		--	3,333
Pretax income	74,857		544	74,313		207,555		4,581	202,974
Income taxes	25,258		184	25,074		70,607		1,564	69,043
Net Income	$ 49,599		360	$ 49,239		$  136,948		3,017	$  133,931

4th Quarter	As reported		Germany and Switzerland Fruit Business	Pro-Forma		As reported		Germany and Switzerland Fruit Business	Pro-Forma
Net sales	$424,292		12,338	$411,954		$1,809,249		50,671	$1,758,578
Cost of goods sold	242,284		9,517	232,767		1,035,835		38,403	997,432
Gross margin on sales	182,008		2,821	179,187		773,414		12,268	761,146
Research & development	36,171		345	35,826		144,027		1,357	142,670
Selling and administrative	75,707		1,329	74,378		305,156		5,183	299,973
Amortization	3,158		--	3,158		12,632		--	12,632
	66,972		1,147	65,825		311,599		5,728	305,871
Restructuring and other charges	--		--	--		(11,737	)	--	(11,737	)
Interest expense	(8,368	)	--	(8,368	)	(37,036	)	--	(37,036	)
Other income (expense), net	258		--	258		3,591		--	3,591
Pretax income	58,862		1,147	57,715		266,417		5,728	260,689
Income taxes	19,866		387	19,479		90,473		1,951	88,522
Net Income	$  38,996		760	$  38,236		$  175,944		3,777	$  172,167

EX-99.3

Exhibit 99.3

INTERNATIONAL FLAVORS & FRAGRANCES INC.
UNAUDITED PRO-FORMA CONSOLIDATED INCOME STATEMENT

(Dollars in thousands)

2003	Quarter-to-date					Year-to-date
1st Quarter	As reported		Germany and Switzerland Fruit Business	Pro-Forma
Net sales	$466,224		16,720	$449,504
Cost of goods sold	270,447		12,615	257,832
Gross margin on sales	195,777		4,105	191,672
Research & development	38,962		377	38,585
Selling and administrative	76,115		1,102	75,013
Amortization	3,158		--	3,158
	77,542		2,626	74,916
Restructuring and other charges	(20,389	)	--	(20,389	)
Interest expense	(8,113	)	--	(8,113	)
Other income (expense), net	(2,526	)	--	(2,526	)
Pretax income	46,514		2,626	43,888
Income taxes	14,497		818	13,679
Net Income	$ 32,017		1,808	$ 30,209

2nd Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$482,611		18,051	$464,560		$948,835		34,771	$914,064
Cost of goods sold	275,235		13,229	262,006		545,682		25,844	519,838
Gross margin on sales	207,376		4,822	202,554		403,153		8,927	394,226
Research &development	38,897		356	38,541		77,859		733	77,126
Selling and administrative	72,888		1,114	71,774		149,003		2,216	146,787
Amortization	3,158		--	3,158		6,316		--	6,316
	92,433		3,352	89,081		169,975		5,978	163,997
Restructuring and other charges	(6,715	)	--	(6,715	)	(27,104	)	--	(27,104	)
Interest expense	(7,957	)	--	(7,957	)	(16,070	)	--	(16,070	)
Other income (expense), net	(2,371	)	--	(2,371	)	(4,897	)	--	(4,897	)
Pretax income	75,390		3,352	72,038		121,904		5,978	115,926
Income taxes	23,992		1,067	22,925		38,489		1,885	36,604
Net Income	$ 51,398		2,285	$ 49,113		$ 83,415		4,093	$ 79,322

3rd Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$480,886		16,425	$464,461		$1,429,721		51,196	$1,378,525
Cost of goods sold	278,191		11,917	266,274		823,873		37,761	786,112
Gross margin on sales	202,695		4,508	198,187		605,848		13,435	592,413
Research & development	39,184		370	38,814		117,043		1,103	115,940
Selling and administrative	75,638		1,095	74,543		224,641		3,311	221,330
Amortization	3,158		--	3,158		9,474		--	9,474
	84,715		3,043	81,672		254,690		9,021	245,669
Restructuring and other charges	(3,916	)	--	(3,916	)	(31,020	)	--	(31,020	)
Interest expense	(6,532	)	--	(6,532	)	(22,602	)	--	(22,602	)
Other income (expense), net	446		--	446		(4,451	)	--	(4,451	)
Pretax income	74,713		3,043	71,670		196,617		9,021	187,596
Income taxes	23,642		963	22,679		62,131		2,848	59,283
Net Income	$  51,071		2,080	$ 48,991		$  134,486		6,173	$  128,313

4th Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$471,799		14,088	$457,711		$1,901,520		65,284	$1,836,236
Cost of goods sold	268,583		11,026	257,557		1,092,456		48,787	1,043,669
Gross margin on sales	203,216		3,062	200,154		809,064		16,497	792,567
Research & development	42,243		412	41,831		159,286		1,515	157,771
Selling and administrative	84,310		1,032	83,278		308,951		4,343	304,608
Amortization	3,158		--	3,158		12,632		--	12,632
	73,505		1,618	71,887		328,195		10,639	317,556
Restructuring and other charges	(11,401	)	--	(11,401	)	(42,421	)	--	(42,421	)
Interest expense	(5,875	)	--	(5,875	)	(28,477	)	--	(28,477	)
Other income (expense), net	(986	)	--	(986	)	(5,437	)	--	(5,437	)
Pretax income	55,243		1,618	53,625		251,860		10,639	241,221
Income taxes	17,132		502	16,630		79,263		3,350	75,913
Net Income	$ 38,111		1,116	$ 36,995		$  172,597		7,289	$  165,308

EX-99.4

Exhibit 99.4

INTERNATIONAL FLAVORS & FRAGRANCES INC.
UNAUDITED PRO-FORMA CONSOLIDATED INCOME STATEMENT

(Dollars in thousands)

2003	Quarter-to-date					Year-to-date
1st Quarter	As reported		Germany and Switzerland Fruit Business	Pro-Forma
Net sales	$466,224		--	$466,224
Cost of goods sold	270,447		--	270,447
Gross margin on sales	195,777		--	195,777
Research & development	38,962		--	38,962
Selling and administrative	76,115		--	76,115
Amortization	3,158		--	3,158
	77,542		--	77,542
Restructuring and other charges	(20,389	)	--	(20,389	)
Interest expense	(8,113	)	--	(8,113	)
Other income (expense), net	(2,526	)	--	(2,526	)
Pretax income	46,514		--	46,514
Income taxes	14,497		--	14,497
Net Income	$ 32,017		--	$ 32,017

2nd Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$482,611		--	$482,611		$948,835		--	$948,835
Cost of goods sold	275,235		--	275,235		545,682		--	545,682
Gross margin on sales	207,376		--	207,376		403,153		--	403,153
Research & development	38,897		--	38,897		77,859		--	77,859
Selling and administrative	72,888		--	72,888		149,003		--	149,003
Amortization	3,158		--	3,158		6,316		--	6,316
	92,433		--	92,433		169,975		--	169,975
Restructuring and other charges	(6,715	)	--	(6,715	)	(27,104	)	--	(27,104	)
Interest expense	(7,957	)	--	(7,957	)	(16,070	)	--	(16,070	)
Other income (expense), net	(2,371	)	--	(2,371	)	(4,897	)	--	(4,897	)
Pretax income	75,390		--	75,390		121,904		--	121,904
Income taxes	23,992		--	23,992		38,489		--	38,489
Net Income	$ 51,398		--	$ 51,398		$ 83,415		--	$ 83,415

3rd Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$480,886		7,412	$473,474		$1,429,721		7,412	$1,422,309
Cost of goods sold	278,191		5,272	272,919		823,873		5,272	818,601
Gross margin on sales	202,695		2,140	200,555		605,848		2,140	603,708
Research & development	39,184		152	39,032		117,043		152	116,891
Selling and administrative	75,638		456	75,182		224,641		456	224,185
Amortization	3,158		--	3,158		9,474		--	9,474
	84,715		1,532	83,183		254,690		1,532	253,158
Restructuring and other charges	(3,916	)	--	(3,916	)	(31,020	)	--	(31,020	)
Interest expense	(6,532	)	--	(6,532	)	(22,602	)	--	(22,602	)
Other income (expense), net	446		--	446		(4,451	)	--	(4,451	)
Pretax income	74,713		1,532	73,181		196,617		1,532	195,085
Income taxes	23,642		517	23,125		62,131		517	61,614
Net Income	$ 51,071		1,015	$ 50,056		$134,486		1,015	$133,471

4th Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$471,799		14,088	$457,711		$1,901,520		21,500	$1,880,020
Cost of goods sold	268,583		11,026	257,557		1,092,456		16,298	1,076,158
Gross margin on sales	203,216		3,062	200,154		809,064		5,202	803,862
Research & development	42,243		412	41,831		159,286		564	158,722
Selling and administrative	84,310		1,032	83,278		308,951		1,488	307,463
Amortization	3,158		--	3,158		12,632		--	12,632
	73,505		1,618	71,887		328,195		3,150	325,045
Restructuring and other charges	(11,401	)	--	(11,401	)	(42,421	)	--	(42,421	)
Interest expense	(5,875	)	--	(5,875	)	(28,477	)	--	(28,477	)
Other income (expense), net	(986	)	--	(986	)	(5,437	)	--	(5,437	)
Pretax income	55,243		1,618	53,625		251,860		3,150	248,710
Income taxes	17,132		502	16,630		79,263		1,019	78,244
Net Income	$ 38,111		1,116	$ 36,995		$  172,597		2,131	$  170,466

EX-99.5

Exhibit 99.5

INTERNATIONAL FLAVORS & FRAGRANCES INC.
UNAUDITED PRO-FORMA CONSOLIDATED INCOME STATEMENT

(Dollars in thousands)

2004	Quarter-to-date					Year-to-date
1st Quarter	As reported		Germany and Switzerland Fruit Business	Pro-Forma
Net sales	$535,015		17,452	$517,563
Cost of goods sold	306,786		12,905	293,881
Gross margin on sales	228,229		4,547	223,682
Research & development	44,648		406	44,242
Selling and administrative	89,726		1,272	88,454
Amortization	3,699		--	3,699
	90,156		2,869	87,287
Restructuring and other charges	--		--	--
Interest expense	(6,457	)	--	(6,457	)
Other income (expense), net	(1,425	)	--	(1,425	)
Pretax income	82,274		2,869	79,405
Income taxes	25,916		904	25,012
Net Income	$ 56,358		1,965	$ 54,393

2nd Quarter	As reported		Germany and Switzerland Fruit Business	Pro Forma		As reported		Germany and Switzerland Fruit Business	Pro Forma
Net sales	$524,177		15,591	$508,586		$1,059,192		33,043	$1,026,149
Cost of goods sold	295,716		11,450	284,266		602,502		24,355	578,147
Gross margin on sales	228,461		4,141	224,320		456,690		8,688	448,002
Research & development	44,342		397	43,945		88,990		803	88,187
Selling and administrative	83,184		1,210	81,974		172,910		2,482	170,428
Amortization	3,709		--	3,709		7,408		--	7,408
	97,226		2,534	94,692		187,382		5,403	181,979
Restructuring and other charges	(7,716	)	--	(7,716	)	(7,716	)	--	(7,716	)
Interest expense	(6,114	)	--	(6,114	)	(12,571	)	--	(12,571	)
Other income (expense), net	(1,305	)	--	(1,305	)	(2,730	)	--	(2,730	)
Pretax income	82,091		2,534	79,557		164,365		5,403	158,962
Income taxes	25,589		790	24,799		51,505		1,694	49,811
Net Income	$ 56,502		1,744	$ 54,758		$112,860		3,709	$109,151

3rd Quarter	Germany and Switzerland Fruit Business	Germany and Switzerland Fruit Business
Net sales	$6,094	$39,137
Cost of goods sold	4,843	29,198
Gross margin on sales	1,251	9,939
Research & development	202	1,005
Selling and administrative	648	3,130
Amortization	--	--
	401	5,804
Restructuring and other charges	--	--
Interest expense	--	--
Other income (expense), net	--	--
Pretax income	401	5,804
Income taxes	120	1,814
Net Income	$  281	$ 3,990

EX-99.6

Exhibit 99.6

INTERNATIONAL FLAVORS & FRAGRANCES INC.
UNAUDITED PRO-FORMA DATA

(Dollars in thousands)

Net Sales for 2002:

	As Reported		Germany and Switzerland Fruit Business		Pro-forma
Net Sales	2002		2002		2002
Flavors	$       809	.0	$         50	.7	$       758	.3
Fragrances	1,000	.2	--		$   1,000	.2
Total Net Sales	$   1,809	.2	$         50	.7	$   1,758	.5

Pro-forma sales on a geographic basis:

	As Reported	Germany and Switzerland Fruit Business	Pro-form
Sales by Destination	2002	2002	2002
North America	$     570.9	--	$     570.9
Europe	671.4	50.7	620.7
Asia Pacific	290.9	--	290.9
Latin America	227.5	--	227.5
India	48.5	--	48.5
Total Net Sales	$   1,809.2	$   50.7	$   1,758.5

Net Sales for 2003:

	As Reported	Germany and Switzerland Fruit Business	Pro-forma
Net Sales	2003	2003	2003
Flavors	$       866.5	$    65.3	$       801.2
Fragrances	1,035.0	--	1,035.0
Total Net Sales	$   1,901.5	$    65.3	$   1,836.2

Pro-forma sales on a geographic basis:

	As Reported	Germany and Switzerland Fruit Business	Pro-forma
Sales by Destination	2003	2003	2003
North America	$       550.1	$          --	$       550.1
Europe	761.7	65.3	696.4
Asia Pacific	311.9	--	311.9
Latin America	223.6	--	223.6
India	54.2	--	54.2
Total Net Sales	$   1,901.5	$  65.3	$   1,836.2