SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* NAME OF ISSUER: INTERNATIONAL FLAVORS & FRAGRANCES, TITLE OF CLASS OF SECURITIES: INT'L FLAVORS & FRAGRANCES, INC. UNLESS OTHERWISE NOTED, THE SECURITY BEING REPORTED IS A COMMON STOCK CUSIP NO. 459506 10 1 FEE BEING PAID: NO (1) NAMES OF REPORTING PERSONS: J.P. MORGAN & CO. INCORPORATED S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 13-2625764 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) (B) (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE POWER TO VOTE: 820,400 SHARES (6) SHARED POWER TO VOTE: 6,030,671 SHARES (7) SOLE POWER TO DISPOSE: 1,475,210 SHARES (8) SHARED POWER TO DISPOSE: 6,034,271 SHARES (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,509,481 SHARES (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.7 % (12) TYPE OF REPORTING PERSON: HC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO: 5 DATE DECEMBER 29,1995 FEE BEING PAID: NO ITEM 1 (A) NAME OF ISSUER: INTERNATIONAL FLAVORS & FRAGRANCES, ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 521 WEST 57TH. STREET NEW YORK, NEW YORK 10017 ITEM 2 (A) NAME OF PERSON FILING: J.P.MORGAN & CO. INCORPORATED ITEM 2 (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 60 WALL STREET NEW YORK,N.Y. 10260 ITEM 2 (C) CITIZENSHIP UNITED STATES ITEM 2 (D) TITLE OF CLASS OF SECURITIES: INT'L FLAVORS & FRAGRANCES, INC. UNLESS OTHERWISE NOTED, SECURITY BEING REPORTED IS A COMMON STOCK. ITEM 2 (E) CUSIP NO: 459506 10 1 ITEM 3 TYPE OF PERSON: (G) PARENT HOLDING COMPANY ITEM 4 (A) AMOUNT BENEFICIALLY OWNED: 7,509,481 SHARES, INCLUDING 0 SHARES WHERE THERE IS A RIGHT TO ACQUIRE. ITEM 4 (B) PERCENT OF CLASS: 6.7 ITEM 4 (C) (I) SOLE POWER TO VOTE: 820,400 SHARES (II) SHARED POWER TO VOTE: 6,030,671 SHARES (III) SOLE POWER TO DISPOSE: 1,475,210 SHARES (IV) SHARED POWER TO DISPOSE: 6,034,271 SHARES ITEM 5 OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS: NOT APPLICABLE ITEM 6 OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON: PAULINE VAN DYKE RELATED ACCOUNTS VIRTUALLY ALL OF OUR ACCOUNTS INVOLVE OUTSIDE PERSONS WHO HAVE THE RIGHT TO RECEIVE OR DIRECT THE RECEIPT OF DIVIDENDS FROM,OR THE PROCEEDS FROM THE SALE OF, SECURITIES IN SUCH ACCOUNTS WITH RESPECT TO THE CLASS OF SECURITIES WHICH ARE THE SUBJECT OF THIS REPORT. HOWEVER, NO SUCH PERSON'S RIGHTS RELATE TO MORE THAN FIVE PERCENT OF THE CLASS UNLESS SUCH PERSON IS IDENTIFIED BELOW. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES: MORGAN GUARANTY TRUST COMPANY OF NEW YORK - 3(B) BANK J.P. MORGAN INVESTMENT MANAGEMENT, INC. - 3(E) INVESTMENT ADVISOR J.P. MORGAN FLORIDA FEDERAL SAVINGS BANK - 3(E) INVESTMENT ADVISOR CERTAIN OF THE SECURITIES COVERED BY THIS REPORT MAY BE OWNED BY NON- QUALIFYING SUBSIDIARIES OF J.P. MORGAN & CO. INCORPORATED, BUT THE AMOUNT SO OWNED DOES NOT EXCEED ONE PERCENT OF THE TOTAL OUTSTANDING SECURITIES OF THE COMPANY AND IT IS NOT PRACTICAL TO OBTAIN ADDITIONAL INFORMATION CONCERNING SUCH SECURITIES ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT APPLICABLE ITEM 9 NOTICE OF DISSOLUTION OF THE GROUP: NOT APPLICABLE ITEM 10 CERTIFICATION: BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSE OR EFFECT. AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. KATHLEEN H. TRIPP VICE PRESIDENT