SEC Filing | International Flavors & Fragrances Inc.

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

INTERNATIONAL FLAVORS & FRAGRANCES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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pursuant to Exchange Act Rule 0-11:(1)

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IFF

INTERNATIONAL FLAVORS & FRAGRANCES INC.
521 WEST 57TH STREET
NEW YORK, N.Y. 10019

--------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 1996

The Annual Meeting of Shareholders of International Flavors & Fragrances
Inc., a New York corporation (hereinafter called the "Company"), will be held at
the office of the Company, 521 West 57th Street, New York, New York, on
Thursday, May 9, 1996, at 10 A.M., Eastern Daylight Saving Time, to elect 12
directors for the ensuing year, to act on proposed alternative performance goals
in connection with the Chairman and President's compensation arrangements, and
to transact such other business as may properly come before the meeting or any
adjournments thereof.

Only shareholders of record at the close of business on March 25, 1996 will
be entitled to notice of and to vote at the meeting.

Admission to the meeting will be by ticket only. If you are a shareholder
of record and plan to attend, please complete and return the ticket request card
which is enclosed for such holders. If your shares are not registered in your
own name and you plan to attend, please request a ticket by writing to the
Office of the Secretary, International Flavors & Fragrances Inc., 521 West 57th
Street, New York, New York 10019. Evidence of your ownership, which you can
obtain from your bank or broker, must accompany your letter.

IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ADDRESSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

STEPHEN A. BLOCK
Secretary

March 28, 1996

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
the Company's Board of Directors (the "Board") of proxies to be used at the
Annual Meeting of Shareholders of the Company to be held on May 9, 1996 at the
principal executive office of the Company, 521 West 57th Street, New York, New
York 10019. This proxy statement and the form of proxy will be sent to
shareholders on or about March 28, 1996. In addition to solicitation by mail,
proxies may be solicited personally, by telephone or by telegram. The Company
has retained Corporate Investor Communications, Inc. to assist in such
solicitation for a fee of $7,000. The cost of soliciting proxies will be borne
by the Company.

Any shareholder who signs and returns the enclosed form of proxy may revoke
it at any time before it has been exercised, by a written instrument or by
personal attendance at the meeting.

The Company had outstanding at the close of business on December 31, 1995,
110,953,835 shares of Common Stock entitled to one vote per share. Only
shareholders of record at the close of business on March 25, 1996 will be
entitled to vote at the meeting.

ELECTION OF DIRECTORS

At the meeting 12 directors will be elected in accordance with the By-laws
of the Company, as amended, to serve for the ensuing year and until their
successors are elected and shall qualify. Except as stated below, the shares of
Common Stock represented by the proxies hereby solicited will be voted for the
election of the 12 nominees whose names are listed below, all of whom are
presently directors of the Company. Should any of such nominees be unable for
good cause to serve (which is not now anticipated), it is intended that such
shares will be voted for the balance of those named and for such substitute
nominees as the Board may recommend.

Where no qualifying note reference appears in the table below next to the
number of shares beneficially owned, as defined by Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the named
director has sole voting and investment power over all such shares.

INFORMATION ABOUT NOMINEES

Shares of Per-
Company Stock centage
beneficially of
Principal Occupation During Year first owned as of Shares
last five years and became December 31, Out-
Name Age Other Directorships Held Director 1995 standing
---- --- ---------------------------- -------- ---------- --------

Margaret Hayes Adame .......... 56 President, Fashion Group 1993 3,000 (1)
International, an international
trade organization, since 1993;
Senior Vice-President, Saks Fifth
Avenue, retailing, prior thereto;
Director, North American Watch
Corporation

Robin Chandler Duke(2)(3) ..... 72 Chairman, Population Action 1975 14,000(4) (1)
International; Director, American
Home Products Corp., Rockwell
International Corporation and
River Bank

Richard M. Furlaud ............. 72 Chairman of the Board of Trustees, 1990 31,250(4) (1)
The Rockefeller University;
Retired President, Bristol-Myers
Squibb Company

Eugene P. Grisanti(5)(6) ....... 66 Chairman of the Board and 1979 1,590,747(4)(7) 1.4%
President of the Company

Thomas H. Hoppel(5) ............ 65 Vice-President and Treasurer of 1993 58,035(4) (1)
the Company since January 1, 1992;
Controller prior thereto

Hugh R. Kirkpatrick(5) ......... 59 Senior Vice-President of the 1991 82,900(4) (1)
Company

Herbert G. Reid(2)(8) .......... 69 Retired; formerly Executive Vice- 1978 12,000(4) (1)
President and Director,
Schlumberger Limited, oil field
services and electronics

George Rowe, Jr.(2)(3) ......... 74 Attorney; member of the law firm 1994 10,680,916(7) 9.6%
of Fulton, Duncombe & Rowe

Stanley M. Rumbough, Jr. (3) ... 75 Investments and business 1964 24,000(4) (1)
development; Director, CUC
International Inc.

Henry P. van Ameringen ......... 65 Retired; formerly Vice-President, 1961 2,515,349(4)(7) 2.3%
International Flavors & Fragrances
(Europe)

Hendrik C. van Baaren(5) ....... 56 Senior Vice-President of the 1991 69,000(4) (1)
Company

William D. Van Dyke, III (2)(3). 64 Senior Vice-President, Smith Barney 1973 7,834,458(4)(9) 7.1%
Inc., stockbrokers

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(1) Less than .1%.

(2) Member of Executive Committee.

(3) Has held this position for more than the last five years.

(4) Pursuant to Rule 13d-3 under the Exchange Act the number of shares of
Common Stock of the Company beneficially owned by Messrs. Grisanti, Hoppel,
Kirkpatrick and van Baaren and by non-employee directors includes (where
applicable) shares which he or she has (or will have 60 days after such
date) the right to acquire under stock options granted by the Company. The
respective numbers of such shares are 101,921 for Mr. Grisanti, 30,500 for
Mr. Hoppel, 40,000 for Mr. Kirkpatrick, 69,000 for Mr. van Baaren and 9,000
for each of Ms. Duke and Messrs. Furlaud, Reid, Rumbough, van Ameringen and
Van Dyke.

(5) Employed by the Company for more than the last five years.

(6) Chairman of the Executive Committee.

(7) The numbers of shares of Common Stock of the Company beneficially owned by
Messrs. Rowe, Grisanti and van Ameringen listed above, and the numbers of
shares beneficially owned by Messrs. Rowe and Henry G. Walter, Jr. and
Hedwig van Ameringen listed in the table on page 14, include holdings of
the following trusts and foundations. Messrs. Rowe and Walter and Mrs. van
Ameringen are the trustees of five trusts established under the will of
A.L. van Ameringen which hold 7,068,716 shares. Messrs. Rowe and van
Ameringen and Mrs. van Ameringen are officers of the van Ameringen
Foundation, Inc., a charitable foundation, which owns 628,138 shares.
Messrs. Rowe, Walter and van Ameringen and Mrs. van Ameringen are four of
the eight directors of that foundation. Mr. Rowe is an officer of The
Ambrose Monell Foundation, a charitable foundation, which owns 1,247,055
shares, and Mr. Rowe is an officer of another charitable foundation which
owns 20,559 shares. Messrs. Rowe, Grisanti and Walter are the directors of
each of those two foundations. Messrs. Rowe and Walter are also trustees of
nine trusts holding an aggregate of 794,364 shares. Messrs. Rowe and Walter
are the trustees of one trust and two of three trustees of another trust
holding an aggregate of 50,391 shares for the benefit of certain family
members of Mr. Walter. Mr. Walter is one of two trustees of another trust
for the benefit of a family member holding 3,744 shares. Mr. Walter is also
one of two trustees of a charitable trust holding 1,227 shares. Mr. Rowe is
sole trustee of a trust holding 750 shares and is one of three trustees of
another trust holding 4,000 shares and Mr. Walter is one of two trustees of
another trust holding 2,907 shares. Messrs. Rowe and Walter and Mrs. van
Ameringen are trustees of three additional trusts each holding 288,981
shares. Mr. van Ameringen is also a trustee of a charitable trust holding
7,974 shares. The number of shares beneficially owned by Mr. van Ameringen
listed above includes 1,887,211 shares with respect to which he has sole
voting and investment power and, as described in this note, 628,138 shares
with respect to which he has shared voting and investment power. The number
of shares beneficially owned by Mr. Grisanti listed above includes 143,133
shares with respect to which he has sole voting and investment power,
180,000 shares with respect to which he has sole voting power and
1,267,614 shares with respect to which he has shared voting and investment
power.

(8) The number of shares beneficially owned by Mr. Reid listed above includes
9,000 shares with respect to which he has sole voting and investment power
and 3,000 shares over which he has shared voting and investment power.

(9) The number of shares beneficially owned by Mr. Van Dyke listed above
includes 9,957 shares with respect to which he has sole voting and
investment power and 7,824,501 shares over which he has shared voting and
investment power, including the holdings of the trust referred to in
footnote 2 on page 14, three other trusts and a foundation. Such number
does not include the beneficial interest of Mr. Van Dyke's wife in 129,426
shares owned directly by her. Mr. Van Dyke disclaims any beneficial
interest in any such shares.

All of the above nominees were elected by the shareholders at the 1995
annual meeting. During 1995 the Board of Directors held six meetings. The
Company has an Audit Committee which held two meetings and a Stock Option and
Compensation Committee which held four meetings in 1995. The Audit Committee,
consisting of Messrs. Furlaud, Reid and Van Dyke, oversees the financial
operations of the Company and the Company's relationship with its independent
accountants. The Stock Option and Compensation Committee, consisting of Messrs.
Furlaud, Reid and Van Dyke, oversees the Company's various compensation
arrangements, determines the stock options to be granted to employees under the
Company's stock option plans and the executive bonuses to be granted under the
Company's executive bonus plans, and makes recommendations to the Board as to
the salaries to be paid to the executive officers of the Company. The Company
does not have a nominating committee.

I. SUMMARY COMPENSATION

The following table sets forth information in respect of the compensation
of the Chairman and President and each of the other four most highly compensated
executive officers of the Company for 1993, 1994 and 1995.

Long Term
Compensation
Annual Compensation Awards
---------------------- -------------
(a) (b) (c) (d) (e) (f)
Securities All Other
Name and Underlying Compen-
Principal Salary Bonus Options sation
Position Year ($) ($)(1) (#) ($)(2)(3)
---------- ------ ------- -------- --------- ----------

Eugene P. Grisanti (4) ..................... 1995 850,000 425,000 75,000 34,287
Chairman of the Board 1994 770,000 385,000 75,000 30,324
and President 1993 700,000 350,000 75,000 26,878

Hugh R. Kirkpatrick ........................ 1995 453,102 176,000 50,000 15,382
Senior Vice-President 1994 410,338 200,000 50,000 13,790
and Director 1993 387,120 190,000 60,000 12,398

Hendrik C. van Baaren ...................... 1995 440,263 255,000 50,000 14,362
Senior Vice-President 1994 397,505 192,500 50,000 12,839
and Director 1993 372,849 180,000 51,000 11,016

Rudolf Merz ................................ 1995 351,500 139,770 15,000 --
Vice-President 1994 297,000 120,000 15,000 --
1993 264,518 105,000 21,000 --

Thomas H. Hoppel ........................... 1995 286,049 137,500 35,000 10,769
Vice-President, Treasurer and Director 1994 260,057 125,000 35,000 9,499
1993 236,189 115,000 30,000 8,492

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(1) Under the Company's Management Incentive Compensation Plan.

(2) For the year 1995, the following amounts were paid or set aside by the
Company in respect of individual officers listed in the above compensation
table under the Company's Retirement Investment Fund Plan, a defined
contribution plan, and the Company's unfunded Supplemental Retirement
Investment Plan: Mr. Grisanti, $25,624, Mr. Kirkpatrick, $13,324, Mr. van
Baaren, $12,874 and Mr. Hoppel, $8,374.

(3) For the year 1995, the following amounts were imputed under the tax law as
compensation to the executive officers listed in the above compensation
table in consideration of life insurance coverage of such persons under the
Company's Executive Death Benefit Program: Mr. Grisanti, $8,663, Mr.
Kirkpatrick, $2,058, Mr. van Baaren, $1,488 and Mr. Hoppel, $2,395. No
participant in such Program has or will have any interest in the cash
surrender value of the underlying insurance policies.

(4) Under an employment contract dated as of January 1, 1992, Mr. Grisanti was
granted an award of 300,000 restricted shares of the Company's Common
Stock. Because the shares are "restricted," they may not be sold, pledged,
or otherwise transferred until the applicable restriction period on a given
installment of the award has elapsed. Restrictions on three-fifths of the
shares covered by the award have lapsed as of the date hereof. The
restriction period extends to December 31, 1996 with respect to the
remaining two-fifths of such shares. The shares are subject to forfeiture
under certain conditions, including the termination by either party, with
or without cause, of Mr. Grisanti's employment. Dividends are payable on
the restricted stock. At December 31, 1995, the 180,000 shares of
restricted stock still subject to restriction had a market value of
$8,640,000, based on the closing price of the Company's stock on the last
trading day of 1995. The Company has made no other restricted stock awards
to any named executive officers.

II. OPTION GRANTS IN 1995

The following table shows all grants of options in 1995 to the executive
officers named in the Summary Compensation table. The Company's option plans do
not provide for the grant of stock appreciation rights (SARs).

Individual Grants
- ------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Number % of Total
of Shares Options
Underlying Granted to Exercise
Options Employees or Base
Granted in Fiscal Price Expiration Grant Date Present
Name (#) (1) Year ($/Sh)(2) Date Value ($)(3)
---- ----------- ---------- --------- ------ --------------

E. P. Grisanti ................ 75,000 9.6 49.875 5/11/05 $1,129,500
H. R. Kirkpatrick ............. 50,000 6.4 49.875 5/11/05 753,000
H. C. van Baaren .............. 50,000 6.4 49.875 5/11/05 753,000
R. Merz ....................... 15,000 1.9 49.875 5/11/05 225,900
T. H. Hoppel .................. 35,000 4.5 49.875 5/11/05 527,100

- ----------------------------

(1) All options were granted on May 11, 1995. Such options become exercisable
in three equal installments 24, 36 and 48 months, respectively, after the
date of grant.

(2) All options were granted at the market price on the date of grant.

(3) The Company used the Black-Scholes model of option valuation to determine
grant date present value. The actual value, if any, an executive may
realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised, so that there is no assurance
the value realized by an executive will be at or near the value estimated
by the Black-Scholes model. The estimated values under that model are based
on arbitrary assumptions as to variables such as interest rates, stock
price volatility, future dividend yield and the time of exercise. For these
reasons, the Company does not agree that the Black-Scholes model can
properly determine the value of an option. The assumptions used by the
Company are as follows: a grant date stock price and an exercise price of
$49.875 per share; an option term of 10 years; a stock price volatility
based on the calendar year closing prices of the Company's Common Stock
(plus dividends) for the period December 31, 1985 through December 31,
1995; a dividend yield of 2.33% (the average dividend yield for the
12-month period ending May 31, 1995); and a risk-free interest rate of
6.84% (the yield on the date of grant on the U.S. Government Zero Coupon
Bond with a maturity closest to the option term).

III. OPTIONS EXERCISED IN 1995 AND OPTION VALUES AT DECEMBER 31, 1995

The following table provides information as to options exercised in 1995 by
each of the executive officers named in the Summary Compensation table and the
value of options held by such executive officers at December 31, 1995 measured
in terms of the closing price of the Common Stock in consolidated trading on
December 31, 1995.

(a) (b) (c) (d) (e)
Number of Value of Unexercised
Securities In-the-Money
Underlying Options at
Unexercised FY-End($)
Options at
FY-End (#)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- ----------------- ------------ --------------- ---------------

E. P. Grisanti ................... 0 0 76,921/200,000 $1,633,574/$1,489,500
H. R. Kirkpatrick ................ 28,200 416,400 20,000/150,000 235,000/ 1,206,000
H. C. van Baaren ................. 0 0 52,000/144,000 769,080/ 1,135,860
R. Merz .......................... 0 0 34,500/47,500 673,085/392,310
T. H. Hoppel ..................... 0 0 20,500/93,500 282,085/703,050

DIRECTORS' COMPENSATION

Directors who are not employees of the Company receive an annual retainer
of $15,000 and a fee of $750 for each meeting of the Board or committee
attended, except that when a committee meeting is held on the date of a Board
meeting a fee of only $500 is paid. Through 1999, on the date of the annual
meeting of shareholders, such directors also receive automatic annual stock
option grants of 3,000 shares of Common Stock under the Company's 1990 Stock
Option Plan for Non-Employee Directors. On May 11, 1995, each non-employee
director received an option for 3,000 shares at $49.875 per share.

The Company has established a Directors' Deferred Compensation Plan under
which directors may defer all or a portion of their cash compensation until
retirement or another specified date. Deferred amounts credited to a director's
plan account earn interest at the interest rates applicable from time to time to
deferred compensation awards under the Company's Management Incentive
Compensation Plan.

As part of its overall program of charitable contributions, the Company has
established the Director Charitable Contribution Program. Under the Program, the
Company has purchased life insurance policies on the lives of participating
directors and is the owner and sole beneficiary of the policies. After the death
of a covered director, the Company will donate $500,000 to one or more
qualifying charitable organizations designated by the director and $500,000 to
The IFF Foundation. Individual directors derive no financial benefit from the
Program since all deductions relating to the contributions accrue solely to the
Company. The Program should have no long-term cost to the Company.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Mr. Grisanti is employed under a contract dated as of January 1, 1992 (the
"Present Contract") as an executive at a salary of $600,000 per annum unless the
Board shall have fixed a higher salary, for the period (the "executive period")
which commenced on January 1, 1992 and which may be terminated at any time
thereafter with or without cause, by either the Company or Mr. Grisanti on
written notice to the other. Effective as of January 1, 1996, the Board fixed
his annual salary under the Present Contract at $890,000. If the Present
Contract is not terminated on or before December 31, 1996, continuation of the
executive period after that date shall be subject to further agreement between
the Company and Mr. Grisanti as to the terms and conditions of such employment.

The Board has authorized the Company to enter into a new employment
contract with Mr. Grisanti, commencing January 1, 1997 (the "New Contract"), at
an annual salary not less than that in effect on the commencement date. The
proposed New Contract, like the Present Contract, may be terminated at any time
during its term, with or without cause, by either the Company or Mr. Grisanti on
written notice to the other. If the New Contract is not terminated on or before
December 31, 2001, it shall terminate on that date. Under both the Present
Contract and the New Contract Mr. Grisanti may share, as determined by the
Board, in any incentive compensation, bonus, stock option or other employee
benefit plans, programs or policies of the Company. Mr. Grisanti was granted an
award of restricted stock under the Present Contract. See Note 4 to the Summary
Compensation Table for the amount and terms thereof. The proposed New Contract
provides that Mr. Grisanti will be awarded restricted stock. For a discussion of
the amount and terms of such award, see "Performance Goals for the Restricted
Stock Award to be Granted to the Company's President Under the New Contract" at
page 15. The Present Contract provides that, after termination of the executive
period, Mr. Grisanti shall serve part-time in a consulting capacity for a period
of years, not exceeding ten, equal to the number of full years of executive
service under both the Present Contract and his employment contract that
preceded the Present Contract. During that consulting period, Mr. Grisanti will
receive an annual fee equal to $15,000 for every period of 12 months of such
executive service, but not exceeding $150,000 per year. The proposed New
Contract contains a similar provision.

The Board approved, and the Company has entered into agreements (the
"Agreements") with 14 of its present executives, including the executive
officers listed in the above compensation table. The Agreements provide that if,
within three years of a "change of control", as defined below, an Executive is
involuntarily terminated from employment by the Company or resigns following a
substantial diminution in his duties, responsibilities or status or change in
workplace or a decrease in his compensation of 10% or more, in each case which
is not corrected following notice of objection by the executive, the executive
will be entitled to receive a lump sum payment in an amount equal to the sum of:
(i) three times the higher of (a) his previous compensation for the calendar
year prior to the year in which the change in control occurred or (b) the
compensation for the calendar year prior to the year of termination, in each
case including awards under the Company's Management Incentive Compensation
Plan, provided that such payment shall not exceed three times the Executive's
"base amount" allocable to such payment pursuant to Section 280 G of the
Internal Revenue Code, (ii) all unpaid compensation under the Company's
Management Incentive Compensation Plan or any other compensation plan of the
Company, payment of which shall have been deferred including interest or other
investment return thereon and (iii) for each share of Common Stock of the
Company subject to any option held by the executive, whether or not such option
is then exercisable, an amount equal to the difference between the exercise
price thereof and a price equal to the highest of (a) the market price on the
New York Stock Exchange at the close of business on the effective day of
termination, (b) the price contained in any published tender offer made within
one year before or after the date of change in control, (c) the price contained
in any merger or acquisition agreement entered into by the Company and any third
party within one year before or after the date of change in control, or (d) the
market price on the New York Stock Exchange on the date of change in control,
and, upon such payment, such option shall be deemed cancelled and annulled. The
Agreements also provide for a three-year continuation of certain benefits under
the Company's Pension Plan, Retirement Investment Fund Plan and any supplemental
pension provided by the Company. However, if any payments to the executive,
whether under the Agreement or otherwise, would be subject to the "golden
parachute" excise tax under Section 4999 of the Internal Revenue Code, as
amended, the payment to the executive above will be reduced by the amount
necessary to avoid the incurrence of such excise tax. Under the Agreements a
"change of control" means the earlier to occur of the following events: (i) when
any person, corporation, partnership, association, trust or other entity, or any
"group," as defined in Section 13(d)(3) of the Exchange Act, becomes the
"beneficial owner," as defined in Rule 13d-3 thereunder, directly or indirectly,
of securities of the Company representing 40% or more of the combined voting
power of the Company's then outstanding securities; or (ii) when persons not
nominated by the Board of Directors in the Company's most recent proxy statement
constitute a majority of the members of the Board.

PENSION PLANS

All of the individuals named in the compensation table on page 5 except Mr.
Merz are participants in the Company's Pension Plan, a defined benefit plan,
under which the Company makes periodic payments computed on an actuarial basis
providing for fixed benefits for members in the event of retirement at age 65
(normal retirement date contemplated by the Plan). Mr. Merz is a participant in
the pension plan of the Company's Swiss subsidiary. Benefits under the Pension
Plan are calculated with respect to a five-year average of participating
employees' covered compensation (base salary or wage plus cash bonus), subject
to an offset for amounts received as Social Security benefits for service after
November 30, 1979. The table below indicates, for purposes of illustration, the
approximate amounts of annual retirement income (subject to the above Social
Security offset and without taking into account any limitations under the
Internal Revenue Code) that would have been payable upon retirement at December
1, 1995 on a straight life basis under various assumptions as to salary and
years of service to employees in higher salary classifications who participate
in the Pension Plan. Messrs. Grisanti, Kirkpatrick, van Baaren and Hoppel have
35, 34, 19 and 35 years of service, respectively under the Pension Plan, which
does not include service with foreign

subsidiaries. To the extent that the amounts of annual retirement income exceed
the maximum benefit limitations, including limitations under Section 415 of the
Internal Revenue Code, such amounts are payable in the same form and manner
under the Company's unfunded Supplemental Retirement Plan adopted on October 29,
1986, effective January 1, 1987. Mr. van Baaren, who is not a United States
citizen, has significant amounts of service with foreign subsidiaries of the
Company not covered by the Company's Pension Plan as a result of which he
participates in a separate unfunded arrangement, providing supplemental pension
benefits. Under that arrangement certain employees who serve in foreign
countries other than the countries of which they are nationals receive at age 65
additional pension benefits to the extent that the aggregate of the amounts
payable by law or under the pension plans of the Company and its subsidiaries
are less than the amount payable under this arrangement. As of December 31,
1995, Mr. van Baaren is entitled to an annual benefit under this arrangement
currently estimated to be approximately $3,365. No other named executive officer
participates in this arrangement.

Estimated annual pension
for specified years of service
-------------------------------------------------------------------
Average
Compensation 15 20 25 30 35 40
------------ -- -- -- -- -- --

$ 400,000 ................... $104,652 $128,045 $148,565 $169,085 $189,605 $210,125
500,000 ................... 130,815 160,056 185,706 211,356 237,006 262,656
600,000 ................... 156,978 192,067 222,847 253,627 284,407 315,187
700,000 ................... 183,141 224,078 259,988 295,898 331,808 367,718
800,000 ................... 209,304 256,090 297,130 338,170 379,210 420,250
900,000 ................... 235,467 288,101 334,271 380,441 426,611 472,781
1,000,000 ................... 261,630 320,112 371,412 422,712 474,012 525,312
1,100,000 ................... 287,793 352,123 408,553 464,983 521,413 577,843
1,200,000 ................... 313,956 384,134 445,694 507,254 568,814 630,374
1,300,000 ................... 340,119 416,146 482,836 549,526 616,216 682,906
1,400,000 ................... 366,282 448,157 519,977 591,797 663,617 735,437
1,500,000 ................... 392,445 480,168 557,118 634,068 711,018 787,968
1,600,000 ................... 418,608 512,179 594,259 676,339 758,419 840,499

REPORT OF THE
STOCK OPTION AND COMPENSATION COMMITTEE*

The Stock Option and Compensation Committee of the Board of Directors (the
"Committee") (all of the members of which are "disinterested persons" as that
term is defined in Rule 16b-3 under the Exchange Act) is responsible for setting
and administering the policies which govern the annual compensation paid to the
executive officers, including the chief executive officer.

The Committee recommends, for approval by the Board, the annual salaries of
such officers, makes awards under the Management Incentive Compensation Plan,
grants stock options under the Company's stock option plans and determines the
form and amount of compensation to be given to the President, who is the chief
executive officer.

COMPENSATION POLICIES

The Company's executive compensation policies are based on several criteria
including, but not limited to, the goals established by the Company, the
performance of the executive in accomplishing them, the performance of the
Company itself, and finally, the competitive realities relating to the
compensation required to secure the services and motivational commitment of the
executive involved. Among other factors, the Committee takes into consideration
the Company's sales and earnings, the return on equity and the performance of
the Company's stock. The Committee is generally familiar with and also takes
into consideration the sales, earnings and return on equity, as well as the
performance of the stock, of other comparable companies. Those companies include
companies which were selected on the basis of their lines of business set forth
on the Performance Graph on page 12, but they also include companies in other
lines of business as competition for executives extends beyond the Company's
line of business. The Committee has not made an analysis of the compensation
practices of other companies (which include non-public companies with which the
Company competes for executives) but the Committee is generally familiar with
the compensation practices of other companies and believes that the Company's
compensation practices including both the type and amount of compensation paid
to its executive officers are fair and appropriate under the circumstances.

The Company, in general, intends to structure executive compensation to be
deductible under Section 162(m) of the Internal Revenue Code. To that end, in
1995 the Company's Management Incentive Compensation Plan (the "Plan") was
amended with shareholder approval to meet the deductibility requirements of
Section 162(m), and alternative performance goals under the proposed New
Contract are being submitted for shareholder approval at the May 9, 1996 Annual
Meeting of Shareholders. The Company also believes, however, that, under some
circumstances, such as to attract or retain key executives or to recognize
outstanding performance, it may be in the best interests of the Company and its
shareholders to pay executive compensation in excess of that which may be
deductible.

The three basic components of the Company's executive compensation are
annual salaries, stock options and incentive compensation.

- -------------

* The report of the Stock Option and Compensation Committee shall not be
deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of
1933 (the "1933 Act") or under the Exchange Act, except to the extent that
the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.

SALARIES

The annual salaries for executive officers for the following fiscal year
are usually recommended by the Committee and approved by the Board in December.
Recommendations for the annual salaries for the officers other than the
President are made by the President to the Committee, based on his firsthand
knowledge of the contribution of each executive officer to his respective area
of concentration. The Committee also reviews financial and other data reflecting
the performance of the various executives' areas of responsibility and how such
areas of responsibility contributed to the Company's overall performance, but
there is no precise test or formula by which the recommended salary is related
to performance. Rather than follow such a rigid standard, the Committee believes
that the Company's interests are best served by having a flexible compensation
policy that gives the Committee the leeway to fix compensation after considering
the factors enumerated above and evaluating such factors as each situation
requires.

The annual salary recommendation for the President is determined separately
by the Committee after reviewing the overall results of the Company during the
prior year taking into account economic conditions. The President has an
employment contract with the Company under which he receives a salary of
$600,000 unless the Company's Board of Directors shall have fixed a higher
salary. It has been the Board's practice to have the Committee review all
executive officers' salaries, including the President's salary, on an annual
basis and make recommendations with respect to such salaries to the Board.
Although consideration is given by the Committee to previous compensation in
past years, the determination of the annual salary increase of the President as
well as the other officers is based primarily upon events occurring during the
past year including the Company's sales and earnings, the return on equity, the
performance of the Company's stock, inflation and cost of living factors. While
again not employing an objective test or measure with respect to the President's
performance, the Committee in granting in December 1994 the President's salary
increase effective January 1, 1995 took into account the factors stated above
with respect to other executive officers and found that such factors fully
justified the President's salary increase. In addition, the Committee noted that
during the past five years, as reflected on the Performance Graph below, the
Company's Common Stock has consistently outperformed both the S&P 500 and the
Company's Peer Group, which the Committee believes reflects the contribution of
the President on behalf of the Company.

STOCK OPTIONS

Stock options have long been a significant part of the long-term incentives
awarded by the Company to its officers and its employees. Such plans have been
successful in motivating the officers consistently to promote long-term
shareholder value. Stock options, which return no monetary value to the
recipient unless the shareholders as a whole also benefit from an increase in
the stock price, have been a particularly effective means of promoting
shareholder value and of attracting and retaining the services of qualified
officers of the Company.

The selection of the executive officers of the Company other than the
President for participation in the plans as well as the timing, pricing and the
number of shares covered by individual options, are determined by the Committee,
after considering the recommendations of the President and applying the above
criteria, as well as taking into account options previously granted. As in the
case of salaries, the Committee does not use an objective test or measure of
corporate performance in determining either the timing or number of shares to be
granted. The granting of stock options to the President is considered separately
by the Committee applying the above policy guidelines taking into account
options and the restricted stock award previously granted. Recognizing the
President's contribution to the Company's overall performance in the past, the
Committee made the 1995 option grant to the President in order to motivate him
to continue in his efforts of improving the Company's performance. Without such
an improvement as reflected in increased shareholder value, the option will have
no value.

INCENTIVE COMPENSATION

Under the Plan as amended in 1995, the amount of bonus paid to the
executive officers of the Company is determined from year to year. All of the
Company's executive officers participate in the Plan. Under the Plan, the
incentive compensation of those selected for participation by the Committee for
each year is paid from an incentive fund for such year, the existence and amount
of which is subject to a performance goal, specified in the Plan, equal to 10%
of the amount by which the pretax consolidated earnings of the Company for such
year exceed the sum of 20% of net capital (defined as the average of the amounts
of the Company's consolidated capital and surplus at the beginning and end of
such year) for such year, provided that the fund shall not exceed for any year
10% of the amount of cash dividends paid by the Company in such year. No award
to any participant may exceed the lesser of 15% of the incentive fund or 100% of
his annual rate of salary. The Committee may exercise negative discretion to
reduce the maximum award to any participant. Under regulations adopted by the
Committee pursuant to the Plan, awards are payable in cash either currently in a
lump sum or in installments that may be deferred in various ways. Under the Plan
the Committee, following the criteria set forth above, and after the year-end
results have been certified by the Company's independent public accountants,
determines whether the Plan's performance goal has been met and, if it has been,
so certifies. The Committee then allocates the incentive fund, or such portion
thereof as the Committee has determined, to the participants and designates the
manner in which awards are to be paid. For 1995, the performance goal was
satisfied and the Committee so certified. With respect to 1995 incentive
compensation under the Plan, the Committee did not use an objective test in
determining whether to reduce the maximum award to the executive officers
including the President. The Committee considered that the President's
performance and the results achieved by the Company in 1995 well supported the
award for that year given to the President under the Plan.

THE PROPOSED NEW CONTRACT

The Present Contract will terminate on December 31, 1996. Noting the
consistent strong growth in the Company's sales and profitability, and the
outperformance by the Company's Common Stock of both the S&P 500 and the
Company's Peer Group, during the term of the Present Contract, the Committee,
and the Board on the recommendation of the Committee, have authorized the
Company to enter into the New Contract. For a summary of the terms of the New
Contract see "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements" at page 7. The Committee has recommended, and
the Board has approved, an award to the President under the New Contract of
250,000 shares of restricted stock. The Committee and the Board believe that
this restricted stock award fairly recognizes the President's contribution
during the past five years, during which, as reflected on the Performance Graph
on page 13, the Company's Common Stock outperformed both the S&P 500 and the
Company's Peer Group, achieving for shareholders a 122% aggregate rate of
return.

Each installment of the restricted stock award is subject to the attainment
of either of two alternative performance goals, one based on the Company's net
income and the other on its return on equity. To insure the deductibility of the
award under Section 162(m) of the Internal Revenue Code, these performance goals
are being submitted to shareholders for their approval. See "Performance Goals
for the Restricted Stock Award to be Granted to the Company's President Under
the New Contract" at page 15 for a detailed description of the performance
goals.

The Committee believes that the New Contract, including the restricted
stock award, is an appropriate incentive both to retain the services of the
President and to encourage him to continue his successful efforts to improve the
Company's sales, profitability and returns to shareholders.

In summary, the Company has an appropriate and competitive compensation
program, which is designed to promote shareholder value and attract and retain
qualified executives. The Company's compensation soundly balances base salary,
bonus based on annual performance and the use of long-term incentives.

William D. Van Dyke, III, Chairman
Richard M. Furlaud
Herbert G. Reid

Comparison of Five Year Cumulative Total Return*(1)
The Company, S&P 500 Composite and Peer Group (2)

(The following tabular information is a description, pursuant to Rule 304
of Regulation S-T, of a graph contained in the paper format of this Proxy
Statement being sent to Shareowners.)

IFF S&P Peer Group
1 2 3
------- ------- -------
1990 ........ $100.00 $100.00 $100.00
1991 ........ $142.03 $130.34 $137.79
1992 ........ $154.51 $140.25 $139.40
1993 ........ $166.14 $154.32 $139.13
1994 ........ $208.34 $156.42 $139.32
1995 ........ $221.82 $214.99 $177.02

(1) Total return assumes that the value of an investment in the Company's
common stock and each index was $100 on December 31, 1990 and that all
dividends were reinvested.

(2) The Peer Group consists of the following companies: Alberto Culver Company,
Avon Products, Inc., Block Drug Co., Inc., Church & Dwight Co., Inc.,
Ecolab Inc., Ethyl Corp., W.R. Grace & Co., Helene Curtis Industries, Inc.,
Hershey Foods Corp., McCormick & Company, Inc., Morton International, Inc.,
NCH Corp., Nalco Chemical Company, The Quaker Oats Company, Ralston Purina
Company, Tambrands Inc., and Wm. Wrigley Jr. Company. The performance of
the Peer Group is weighted based on market capitalization. For years ending
in December 31, 1994 and earlier, Borden, Inc. was included in the Peer
Group but was omitted for the year ended December 31, 1995 since, in light
of its acquisition by Kohlberg Kravis Roberts & Co., it is no longer a
separate reporting entity.

- ---------------

* The Comparison of Five Year Cumulative Total Return shall not be deemed
incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the 1933 Act or under
the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be
deemed filed under such Acts.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Stock Option and Compensation Committee of the Board of Directors
consists of Messrs. Furlaud, Reid and Van Dyke. Mr. Van Dyke is Senior
Vice-President of Smith Barney Inc. which has received commissions for brokerage
services performed in connection with securities transactions on behalf of the
Company and its retirement plans.

STOCK OWNERSHIP

The following is a tabulation as of December 31, 1995 of those shareholders
of the Company who own beneficially in excess of 5% of the Company's Common
Stock determined in accordance with Rule 13d-3 under the Exchange Act.

Amount and Nature of
Beneficial Ownership
-------------------------------------------
Title Sole Voting Shared Voting Percent
of Name and Address and and of
Class of Beneficial Owner Investment Power Investment Power Class
----- ------------------- --------------------- ---------------- --------

Common George Rowe, Jr. ............ 0 shares 10,680,916 shares(1) 9.6%
Stock One Rockefeller Plaza
New York, N.Y. 10020

Common State Farm Mutual Automobile
Stock Insurance Company and
related entities ........... 6,911,700 shares 0 shares 6.2%
One State Farm Plaza
Bloomington, Ill. 61701

Common Hedwig van Ameringen ........ 678,633 shares 8,563,797 shares(1) 8.3%
Stock 509 Madison Avenue
New York, N.Y. 10022

Common Trust, c/o J.P. Morgan
Stock Florida, FSB ............... 0 shares 5,993,727 shares(2) 5.4%
109 Royal Palm Way
Palm Beach, Florida 33480

Common Henry G. Walter, Jr. (3) .... 347,452 shares 10,684,044 shares(1) 9.9%
Stock 509 Madison Avenue
New York, N.Y. 10022

- ----------------

(1) See Note 7 on page 4.

(2) Held of record by CEDE & Co. as nominee for a trust of which Mr. and Mrs.
William D. Van Dyke, III and J. P. Morgan Florida, FSB are co-trustees, who
should be considered the beneficial owners of such shares with shared
voting and investment power. Mrs. Van Dyke is also beneficial owner of
129,426 shares in which she has sole voting and investment power and
1,830,774 shares over which she has shared voting and investment power. See
footnote 9 on page 4 for additional shares beneficially owned by Mr. Van
Dyke. J. P. Morgan and related entities also beneficially own 820,400
shares over which they have sole voting power and 1,475,210 shares over
which they have sole investment power, and 36,944 shares over which they
have shared voting power and 40,544 shares over which they have shared
investment power.

(3) The number of shares beneficially owned by Mr. Walter listed above does not
include the beneficial interest of Mr. Walter's wife in 18,024 shares owned
directly by her. Mr. Walter disclaims any beneficial interest in any such
shares.

As of December 31, 1995 the officers and directors of the Company (21
persons) and Messrs. Merz and Hoppel beneficially owned in the aggregate shares
of the Company's Common Stock as set forth below:

Amount of Percent
Title of Class Name Beneficial Ownership(1)(2) of Class
- -------------- ---- -------------------------- --------

Common Stock ........ All directors and officers as a group ........ 21,232,946 19.1%
Common Stock ........ R. Merz ...................................... 41,500 (3)
Common Stock ........ T. H. Hoppel ................................. 58,035 (3)

- --------------

(1) Includes 465,660 shares of Common Stock which the directors and officers
of the Company have (or will have as of 60 days after such date) the
right to acquire under stock options granted by the Company.

(2) Adjusted to eliminate duplicate holdings of the same shares by two or
more officers and directors. Except for the shares included in footnotes
7, 8 and 9 on page 4, the remaining shares listed as beneficially owned
by all directors and officers in the aggregate are subject to the sole
voting and investment power of the individual directors or officers whose
shares are included in such number.

(3) Less than .1%.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at the next Annual
Meeting of Shareholders must be received by the Company for inclusion in the
Company's Proxy Statement and form of proxy with respect to that meeting by
November 29, 1996.

ADDITIONAL INFORMATION

The Company has selected Price Waterhouse LLP to be its principal
independent accountants for 1996. Representatives of Price Waterhouse LLP are
expected to be present at the shareholders' meeting with the opportunity to make
a statement if they desire to do so and are expected to be available to respond
to appropriate questions.

The Company paid to Messrs. Fulton, Duncombe & Rowe, of which Mr. Rowe, a
director of the Company, is a member, $238,856 for legal services in 1995.

In 1995, Michael D. Sweeney, an officer of the Company, did not file on a
timely basis one report required by Section 16 of the Exchange Act relating to a
transaction in Company stock.

PERFORMANCE GOALS FOR THE RESTRICTED STOCK AWARD TO BE GRANTED
TO THE COMPANY'S PRESIDENT UNDER THE NEW CONTRACT

There will be presented to the meeting a proposal to approve the
alternative performance goals described below in connection with the restricted
stock award to Mr. Grisanti under the proposed New Contract. The award is
subject to the attainment of either one of two performance goals, based on net
income and on return on equity, respectively, either for the applicable
Installment Period or subsequently during the term of and as provided in the New
Contract. Approval of the alternative performance goals by a majority of the
shares of Common Stock present at the meeting either in person or by proxy is
necessary to adopt the proposal and to entitle the Company to a deduction under
Section

162(m) of the Internal Revenue Code for the value of each installment of
the restricted stock award with respect to which either performance goal is met.

The Board, on the recommendation of the Committee, has unanimously
authorized the Company to enter into the New Contract with Mr. Grisanti. For a
description of the New Contract see "Employment Contracts and Termination of
Employment and Change-in-Control Arrangements" at page 7. Pursuant to the New
Contract, Mr. Grisanti will be awarded as restricted stock 250,000 shares of the
Company's Common Stock. Because the shares are "restricted", they may not be
sold, pledged or otherwise transferred until the applicable restriction period
on a given installment of the award has lapsed. The restriction period extends
to February 28, 1998 with respect to one-fifth of the shares covered by the
award and to each succeeding February 28 through and including February 28, 2002
with respect to each additional one-fifth of such shares. Dividends are payable
on the restricted stock. All or a portion of the shares are subject to
forfeiture under certain circumstances, including termination by either party,
with or without cause, of Mr. Grisanti's employment, and the failure of the
Company to attain either of the alternative performance goals either for an
Installment Period or subsequently during the term of the New Contract.

Each installment of the award is subject to the attainment of one of two
alternative performance goals for the applicable Installment Period. Under the
first alternative, the performance goal for any installment shall be attained if
the percentage set by the Committee of the Company's Net Income for the
applicable Installment Period exceeds the Fair Market Value of the installment.
Under the second alternative, the performance goal for any installment shall be
attained if the Company's Return on Equity for the applicable Installment Period
is equal to or greater than the percentage set by the Committee. If a
performance goal is not attained for an Installment Period under either
alternative, the shares awarded with respect to that Installment Period shall
remain held in custody until the end of a succeeding Installment Period, and the
performance goal for the former Installment Period or Periods as well as for the
latter Installment Period shall be deemed attained if either the required
percentage of the average of the Net Incomes for such Installment Periods
exceeds the Fair Market Value of any one installment or if the Company's Average
Return on Equity for the combined former and any later Installment Period or
Periods is equal to or greater than the required Return on Equity percentage.
Notwithstanding the foregoing, a performance goal for any Installment Period
shall be deemed attained if the required percentage of the average of the Net
Incomes with respect to the combined first Installment Period and all subsequent
Installment Periods exceeds the Fair Market Value of any one installment, or in
the alternative if the Company's Average Return on Equity with respect to the
combined first Installment Period and all subsequent Installment Periods is
equal to or greater than the required Return on Equity percentage. If a
performance goal for any Installment Period is not attained as provided above,
that installment of the award shall be forfeited. In order to maintain the
deductibility under Section 162(m) of the Internal Revenue Code of the amount of
the award, any amendment which changes either alternative performance goal, or
the maximum award payable, would be subject to shareholder approval.

For purposes of the above, "Average Return on Equity" for any combination
of Installment Periods shall be determined by dividing the average of the Net
Incomes for such Installment Periods by the Average Total Shareholder Equity for
such periods; "Average Total Shareholder Equity" for any period means the
arithmetic average of the amounts of Total Shareholder Equity as at the
beginning and the end of such period; "Fair Market Value" of a share of the
Company's Common Stock means the mean between the highest and the lowest sales
prices thereof on the date of grant, as reported in The Wall Street Journal, New
York Stock Exchange Transactions--Composite Transactions, or as reported in any
successor quotation system adopted prospectively for this purpose by the
Committee; "Installment Period" means the restriction period with respect to
each installment of the award; "Net Income" means the amount reported by the
Company as consolidated income (after taxes) before extraordinary items and the
cumulative effect of accounting changes, adjusted, however, by adding any amount
which has been expensed (after taxes) for the award

under the New Contract in computing such Net Income, all as determined in
accordance with generally accepted accounting principles and as appearing in the
Company's consolidated financial statements for the year as audited by the
Company's independent public accountants; "Return on Equity" means the amount
obtained by dividing Net Income by Average Total Shareholder Equity; and "Total
Shareholder Equity" means the amount reported in the consolidated balance sheet
by the Company as total shareholder equity, determined in accordance with
generally accepted accounting principles and as audited by the Company's
independent public accountants, before the extraordinary or non-recurring items
described with respect to Net Income, and adjusted by adding any amount which
has been expensed (after taxes) for the award under the New Contract in
computing such Net Income.

The Board considers it in the best interests of the Company to approve the
alternative performance goals described above and recommends that the
shareholders vote FOR the following resolution which will be presented to the
meeting:

"RESOLVED that the alternative performance goals in connection
with the restricted stock award described in the proxy statement
for this meeting and set forth in the proposed employment
contract, to be effective as of January 1, 1997, between the
Company and Eugene P. Grisanti, Chairman and President, be, and
hereby are, approved."

OTHER MATTERS

As of the date of this Proxy Statement the Board of Directors is not aware
that any matters other than those specified above are to be presented for action
at the meeting. If any other matters should come before the meeting, proxies in
the enclosed form will be voted on such matters in accordance with the judgment
of the person or persons voting the proxies, unless otherwise specified. Shares
of Common Stock represented by executed proxies received by the Company will be
counted for purposes of establishing a quorum at the meeting, regardless of how
or whether such shares are voted on any specific proposal. All executed proxies
will be voted in accordance with the instructions contained therein. In
accordance with the Board of Directors' recommendations, executed proxies
returned by shareholders will be voted, if no contrary instruction is indicated,
FOR the election of the 12 nominees described herein and FOR the proposal. With
respect to the required vote on any particular matter, abstentions and votes
withheld by nominee recordholders will not be treated as votes cast or as shares
present or represented.

THE COMPANY WILL ON A REQUEST IN WRITING PROVIDE WITHOUT CHARGE TO EACH
PERSON FROM WHOM PROXIES ARE BEING SOLICITED FOR THE COMPANY'S ANNUAL MEETING A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1995, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13A-1
UNDER THE EXCHANGE ACT. A REQUEST FOR THE COMPANY'S ANNUAL REPORT ON FORM 10-K
SHOULD BE MADE TO STEPHEN A. BLOCK, SECRETARY, INTERNATIONAL FLAVORS &
FRAGRANCES INC., 521 WEST 57TH STREET, NEW YORK, N.Y. 10019.

THE BOARD OF DIRECTORS INVITES YOU TO ATTEND THE MEETING IN PERSON. IF YOU
ARE UNABLE TO DO SO, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.

By Order of the Board of Directors,

STEPHEN A. BLOCK
Secretary

March 28, 1996

IFF PROXY

INTERNATIONAL FLAVORS & FRAGRANCES INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 9, 1996

The undersigned shareholder of INTERNATIONAL FLAVORS & FRAGRANCES INC.
(hereinafter called the Company) hereby appoints Messrs. EUGENE P. GRISANTI,
GEORGE ROWE, JR. and STEPHEN A. BLOCK, the attorneys and proxies, and each of
them the attorney and proxy, of the undersigned, with full power of
substitution, to act by a majority present, for and in the name, place and stead
of the undersigned, to attend the Annual Meeting of Shareholders to be held at
the headquarters of the Company, 521 West 57th Street, New York, New York, on
Thursday, May 9, 1996 at 10 A.M., and any adjournment or adjournments thereof,
and thereat to vote the number of votes or shares of stock the undersigned would
be entitled to vote if then and there personally present.

IFF
P.O. BOX 11117
NEW YORK, N.Y. 10203-0117

PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW
YOUR SHARES OF STOCK ARE TO BE VOTED.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED.

(Continued and to be signed on the other side)

1. Election of all Directors M. H. Adame, R. C. Duke, R. M. Furlaud, E. P.
Grisanti, T. H. Hoppel, H. R. Kirkpatrick, H. G. Reid, G. Rowe, Jr.,
S. M. Rumbough, Jr., H. P. van Ameringen, H. C. van Baaren,
W. D. Van Dyke, III

For [X] Withheld [X] Exceptions* [X]

*Exceptions.....................................................................

................................................................................

To vote your shares for all Director nominees, mark the "For" box on Item 1. To
withhold voting for all nominees, mark the "Withhold" box. If you do not wish
your shares voted "For" a particular nominee, mark the "Exceptions" box and
enter the name(s) of the exception(s) in the space provided.

2. Proposal to approve the alternative performance goals for the restricted
stock award to be granted to the Company's President under a new employment
contract.

For [X] Against [X] Abstain [X]

Change of address and/or Comments [X]_____________________________________

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.

(This Proxy will be voted FOR each of the
above nominees as a director, FOR
Proposal 2, and in the discretion of the
proxy committee on any other matter
properly before the meeting, unless
otherwise specified)

Please sign exactly as name or names
appear on this proxy. If stock is held
jointly, each holder should sign. If
signing as attorney, trustee, executor,
administrator, custodian, guardian, or
corporate officer, please give full
title.

DATED __________________________, 1996

SIGNED __________________________________

_________________________________________

Sign, Date and Return the Proxy Card Votes MUST be indicated in Black
Promptly Using the Enclosed Envelope. or Blue ink. [X]