Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL
OMB Number:  3235-0287
Expires: January 31, 2005
[_] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).
 Estimated average burden
hours per response. . . 0.5
1. Name and Address of Reporting Person*

Howard          D.          Wayne 		2. Issuer Name and Ticker or Trading Symbol

International Flavors & Fragrances Inc. (“IFF”)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[_]    Director                    [_]     10% Owner
[X]    Officer (give             [_]    Other (specify
                  title below)                     below)

Executive Vice President
(Last)             (First)            (Middle)



c/o International Flavors & Fragrances Inc.
521 West 57th Street
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

01/17/03
(Street)

New York,           NY            10019
5. If Amendment, Date of Original (Month/Day/Year)
 		7. 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. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy)
 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
(Instr. 3 and 4) 		6. Owner-
ship 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               57,096(1) D  
                     
                     
                     

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

 
 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently vaild OMB Number.
(Over)
SEC 1474 (9-02)
FORM 4 (continued)
 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
(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
Deriv-
ative
Secur-
ities
Bene-
ficially
Owned
Follow-
ing
Reported
Trans-
action(s)
(Instr. 4)

 10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature
of
Indirect
Benefi-
cial
Owner-
ship
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount or
Number
of Shares
Stock Equivalent Unit 1-for-1                       763(2) D  
                               
Explanation of Responses:

(1)     Includes 2,096 shares acquired under the IFF Global Employee Stock Purchase Plan as of December 31, 2002.
(2)     Stock units (“Units”) under the Company’s deferred compensation plan resulting from (a) deferral of incentive award, (b) premium (in shares) to participants deferring awards into Units, and
         (c) dividends (in shares) on such Units. The total in Column Nine reflects dividends on such Units, acquired during the 2002 fiscal year, at market prices ranging from $31.85 to $35.10 per Unit.
          148 Units are subject to vesting based on employment through December 31, 2003.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/  DENNIS M. MEANY
**Signature of Reporting Person

Dennis M. Meany
Attorney-in-fact 		January 17, 2003  
Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number. 		Page 2