EXHIBIT 10.11


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                       EMPLOYEE STOCK OPTION PLAN OF 1992



         INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (herein
called "IFF"), hereby establishes the Employee Stock Option Plan of 1992 (herein
called the "Plan") on the following terms and conditions:

         1. Purpose: To promote the best interests of IFF and its shareholders
by providing methods by which key employees and officers of IFF and its
subsidiaries may acquire a proprietary interest in IFF, thus identifying their
interests with those of the shareholders and encouraging them to make greater
efforts on behalf of IFF.

         2. Method of Adoption: By the favorable vote of at least two-thirds of
the Board of Directors of IFF (herein called the "Board") subject to the
approval of the holders of a majority of IFF shares.

         3. Term: Options may be granted at any time and from time to time, from
the date of adoption of the Plan by the Board, subject to the approval of the
Plan by the shareholders of IFF within 12 months after the Plan is adopted, to
February 11, 2002, but no stock option shall extend for a term of more then ten
years from the date of its grant.

         4. Number of Shares: The Plan shall cover an aggregate of 750,000
shares of Common Stock of IFF of the par value of $.12 1/2 each. Either
authorized and unissued shares or treasury shares may be used.

         If any options expire or terminate without being exercised in full,
including options voluntarily surrendered for cancellation, the shares subject
thereto which have not been purchased in accordance with the terms of such
options shall be available for the grant of new options under the Plan.

         5. Purchase Price: The purchase price per share for any stock optioned
at any time under this Plan shall be such price as shall be fixed by the Board,
but not less than the fair market value thereof at the time of granting the
option. Upon exercise of any stock option the employee may pay for the stock
covered by the stock option by delivery of Common Stock of IFF, providing the
employee has held such Common Stock for at least six months, or such longer
period as determined by the Board.

         6. Eligibility: Any key employee or officer of IFF or one of its
subsidiaries (including subsidiaries which may become such after adoption of
this Plan) as designated by the Board.


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         7. Employment at the Time of Each Purchase: Any stock option may be
exercised by any employee only so long as he or she remains in the employ of IFF
or one of its subsidiaries (including subsidiaries which became such after his
or her option was granted); provided that if an employee voluntarily resigns
with the consent of the Board, if he becomes totally disabled or if he or she
retires, he or she may exercise within 3 months thereafter (but not later than
the expiration date of the option) the option as to the balance, if any, of the
shares which the employee was entitled to purchase under the terms of the option
at the date of such resignation, disability or retirement. Authorized leaves of
absence for military or governmental service or other purposes approved by the
Board will be deemed a continuation of employment for purposes of the Plan, and
modifications or extensions of the periods of the option agreement or otherwise
may be made by the Board. If an employee dies while employed by IFF or one of
its subsidiaries, his or her legal representatives, distributees or legatees, as
the case may be, may exercise within 3 months thereafter (but not later than the
expiration date of the option) the option as to the balance, if any, of the
shares which the employee was entitled to purchase under the terms of the option
at the date of his or her death or, in case such death occurs less than 48
months from the date of the grant of the option, that proportion of the shares
covered by the option which the number of days in the period from the date of
grant to the date of the employee's death bears to the number 1460, less any
shares previously purchased under the option.

         8. Individual Options: Notwithstanding any other provision hereof, the
selection of the officers and directors of IFF for participation in the Plan and
decisions concerning the timing, pricing, and the number of shares covered by
individual stock options shall be made solely by the Stock Option and
Compensation Committee of the Board (herein called the "Committee"), the members
of which shall be "disinterested persons" as that term is defined in Rule
16(b)-3 under the Securities Exchange Act of 1934, as amended. Unless otherwise
determined by the Committee at the time of grant, options granted hereunder to
employees subject to United States taxation shall be deemed to be "incentive
stock options" to the extent permitted under section 422 of the Internal Revenue
Code of 1986 and the balance of such options shall be deemed not to be incentive
stock options.

         9. Exercise of Options: The stock options may be exercised as follows:
up to one-third of the shares covered at any time after 24 months from the date
of grant; up to two-thirds of such shares at any time after 36 months from such
date; and all the shares at any time after 48 months from such date. Stock
certificates will be issued as the stock options are exercised and the shares
are paid for.

         10. Rights of Employees Before Issuance of Stock Certificates: No
employee shall have any rights as a stockholder with respect to any shares
covered by his or her stock option until the date of the issuance of the stock
certificate to him or her for such shares following his or her exercise of the
options. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.

         11. Anti-Dilution Provisions: Each option agreement shall contain such
provisions as the Board or the Committee shall deem to be appropriate, including
provisions for appropriate


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adjustment of the option price and the number of shares covered, or both, to
protect the optionee in the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger or consolidation (except as
otherwise stated below) or in the event of any other change in the corporate
capital structure of IFF. In the event of any such adjustment, the aggregate
number and class of shares available under the Plan and the maximum number of
shares as to which options may be granted to any employee may also be
appropriately adjusted.

         12. Nonassignability: No option shall be assignable or transferable by
an optionee except by will or by the laws of descent and distribution, and an
option shall be exercisable during his or her lifetime only by him or her.

         13. Administration: The Plan shall be administered by vote of a
majority of the Board, or by the majority of the Committee, but no Board member
who is to be considered as a participant in the Plan shall take part in the
deliberations or vote with respect to his own participation.

         14. Merger or Consolidation: In the event of the merger or
consolidation of IFF with or into another corporation as a result of which IFF
is not the surviving corporation, then on written notice to the optionee given
by the surviving corporation, the option may be exercised, as to the entire
number of shares subject thereto, on and after the effective date of such merger
or consolidation and the option shall cease and terminate as to any shares as to
which it has not been exercised on a date 180 days after the effective date of
such merger or consolidation or on the expiration date of such option, whichever
is earlier.

         15. Agreements: Options issued under the Plan shall be evidenced by
agreements in such form as the Board or the Committee may approve. The terms of
such agreements shall comply with the applicable terms of the Plan outlined
herein.

         16. Interpretation: In the event of any difference of opinion between
an optionee and IFF or its subsidiaries concerning the meaning or effect of the
Plan, such difference shall be resolved by the Board.

         17. Compliance with Applicable Laws: No shares shall be offered under
the Plan and no stock certificate shall be delivered upon exercise of options
until such offering has been registered under the Securities Act of 1933, as
amended, and any other applicable governmental laws and regulations, unless in
the opinion of counsel such offering is exempt from registration under such Act,
and until IFF shall have complied with any applicable provisions of the
Securities Exchange Act of 1934, as amended.

         18. Amendment and Termination of the Plan: The Board may from time to
time, with respect to any shares at the time not subject to options, suspend or
discontinue the Plan or amend it in any respect, provided that it may not,
without the approval of the holders of a majority of outstanding shares of IFF
(except as provided in paragraph 11 above), increase the aggregate number of
shares available for options, change the employees or class of employees
eligible to receive options or reduce the option price below that provided for
hereunder.


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