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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2*
Name of Issuer: INTERNATIONAL FLAVORS & FRAGRANCES, INC.
Title of Class of Securities: Common Stock
CUSIP Number: 45950610
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No.: 45950610 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
William D. Van Dyke III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. [ ]
b. [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
957
6. SHARED VOTING POWER
7,273,536
7. SOLE DISPOSITIVE POWER
15,957
8. SHARED DISPOSITIVE POWER
7,273,536
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,289,493 (includes 15,000 exercisable options)
10. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No.: 45950610 13G Page 3 of 4 Pages
Item 1(a) Name of Issuer: International Flavors &
Fragrances, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
521 West 57th Street, New York, NY 10019
Item 2(a) Name of Person Filing: William D. Van Dyke III
Item 2(b) Address of Principal Business Office or, if none,
Residence: 111 East Kilbourn Avenue, 19th Floor
Milwaukee, Wisconsin 53202
Item 2(c) Citizenship: United States
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 45950610
Item 3 Filer is filing this statement pursuant to
Section 240.13d-1(c)
Item 4 Ownership (as of December 31, 1997):
(a) Amount Beneficially Owned: 7,289,493* **
(b) Percent of Class: 6.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 957
(ii) shared power to vote or to direct the
vote: 7,273,536**
(iii) sole power to dispose or to direct
the disposition of: 15,957
(iv) shared power to dispose or to direct
the disposition of: 7,273,536**
Item 5 Not Applicable
Item 6 Not Applicable
Item 7 Not Applicable
Item 8 Not Applicable
Item 9 Not Applicable
CUSIP No.: 45950610 13G Page 4 of 4 Pages
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
* Includes 15,000 shares under exercisable options.
**The undersigned disclaims any beneficial interest in 7,273,536
shares except as defined in Regulation 13(d)-3 promulgated pursuant
to Sections 12(d) and 13(g) of the Securities Exchange Act of 1934.
Nothing herein shall be construed as an admission that the
undersigned is the beneficial owner of such shares for any other
purpose.
Signature: 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.
Date: February 5, 1998.
/s/ William D. Van Dyke III
William D. Van Dyke III