Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HUETHER JAMES P
  2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC [IFF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Controller
(Last)
(First)
(Middle)
INTERNATIONAL FLAVORS & FRAGRANCES INC., 521 W. 57TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2004
(Street)

NEW YORK, NY 10019
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/17/2004   M   3,500 A $ 32.1875 4,736 D  
Common Stock 11/17/2004   M   4,475 A $ 17.9375 9,211 D  
Common Stock 11/17/2004   M   12,000 A $ 27.1 21,211 D  
Common Stock 11/17/2004   S   18,375 D $ 40.9965 2,836 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $ 32.1875 11/17/2004   M     3,500   (1) 05/18/2010 Common Stock 3,500 $ 0 0 D  
Options (Right to Buy) $ 17.9375 11/17/2004   M     4,475   (2)   (3) Common Stock 4,475 $ 0 0 D  
Options (Right to Buy) $ 27.1 11/17/2004   M     12,000   (4) 05/16/2011 Common Stock 12,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HUETHER JAMES P
INTERNATIONAL FLAVORS & FRAGRANCES INC.
521 W. 57TH STREET
NEW YORK, NY 10019
      Corporate Controller  

Signatures

 Jodie Simon Friedman, Attorney-in-fact   11/17/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The options vest in 3 equal annual installments beginning May 18, 2001.
(2) The options vest in 4 equal installments each based on the Company's Common Stock achieving certain pre-established price targets.
(3) The earlier of 11/14/07 or six months and one day after the Company's Common Stock achieves a pre-established price target.
(4) The options vest in 3 equal annual isntallments beginning May 16, 2002.

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