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

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1. Name and Address of Reporting Person*

Goldstein          Richard          A. 		2. Issuer Name and Ticker or Trading Symbol

International Flavors & Fragrances Inc. (“IFF”)

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

Chairman and Chief Executive Officer
(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               212,096 D(1)  
Common Stock               173,772 I(2) By spouse
                     
                     

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

 
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(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                       13,962(3) D   
Explanation of Responses:

(1)     Includes 200,000 shares of restricted stock granted on August 1, 2002 by the Company’s Board of Directors as a performance incentive award. Mr. Goldstein’s entitlement to all or a portion of
         the award is subject to (a) the Company’s achieving certain levels of shareholder returns compared to those of a specified group of other companies, over the three-,
         four- and five-year periods commencing August 1, 2002, and (b) Mr. Goldstein’s remaining employed by the Company during such periods. He may earn up to 25% of
        the award (50,000 shares) at the end of three years, an additional 25% of the award (50,000 shares) at the end of four years, and the remaining 50% of the award
        (100,000 shares) at the end of five years. If any portion of the award is not earned during the first two performance periods, it may be earned if the performance
        objective is met for the full five-year period. Although stock is restricted, Mr. Goldstein has voting rights over and rights to dividends on all shares. Includes 862 shares
         acquired under the IFF Global Employee Stock Purchase Plan as of December 31, 2002.

(2)     The reporting person disclaims beneficial ownership of the securities held by his spouse, and this report should not be deemed an admission that the reporting person
         is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

(3)     Stock units (“Units”) under the Company’s deferred compensation plan resulting from (a) deferral of salary and Company match (in shares), (b) premium (in shares) to
         participants deferring awards into Units and (c) dividends (in shares) on 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. 2,719 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
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