FORM 4

__ Check this box if no longer 
     subject to Section 16. Form 4
     or Form 5 obligations may 
     continue. See Instruction 1(b).

     (Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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(f) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2005
Estimated average burden
hours per response. . . . 0.5

1.  Name and Address of Reporting Person*

Goldstein Richard A.

2.  Issuer Name and Tickler 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 title below)     ___Other (specify below)

Chairman and Chief Executive Officer

(Last)     (First)     (Middle)

c/o International Flavors & Fragrances Inc.
521 West 57^th Street

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4.  Statement for Month/Year

August 2002

(Street)

New York,     New York    10019

5.  If Amendment, Date of
 Original (Month/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.  Transaction Date
(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 at End of Month
    (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

200,000

D(1)  

  Common Stock

V

11,234

 D 

  Common Stock

V

I (3)

 By spouse 

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.Conver-sion or
Exercise Price of Deriv- ative Security

3.Transaction 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 Exerciseable
   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 at
    End of Month
    (Instr. 4)

10.Ownership
     Form of   Derivative     Securities     Beneficially
     Owned at
     End of Month
     (Instr. 4)

11.Nature of    Indirect     Beneficial     Ownership
     (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

  Stock Equivalent Units

Explanation of Responses:

     (1)     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.
     (2)     Gift of shares to spouse.
     (3)     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.
     (4)     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
(2,719 Units are subject to vesting based on employment through December 31, 2003), and (c) dividends (in shares) on Units. Units were acquired at various dates at market prices ranging
from $32.49 to $34.97 per Unit. Fractional shares will be paid in cash and are not reflected. 
 

  DENNIS M. MEANY
**Signature of Reporting Person

Dennis M. Meany
Attorney-in-fact

                August 29, 2002                            
Date

Reminder:

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

*

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).

Note:

File three copies of this Form, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure