Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On December 9, 2008, the Board of Directors of International Flavors & Fragrances Inc. (the "Company" or "IFF") approved amendments to Article III, Sections 3 and 5 of the Company's By-laws, effective as of such date to adopt a majority voting standard for the election of directors in uncontested elections. A plurality voting standard will apply in any contested election, which is defined as an election for which there are more nominees for election than positions on the Board of Directors to be filled by election at the meeting as of the record date of such meeting. If a nominee who already serves as a director of the Company is not elected, such director will tender his or her resignation to the Board, subject to acceptance or rejection by the Board of Directors.

The Amended and Restated By-laws of the Company reflecting these amendments are filed with this report as Exhibit 3.1.

Item 9.01. Financial Statements, Pro Forma Financial Information and
Exhibits

(d) Exhibits

Exhibit No. Document

3.1 By-laws of International Flavors & Fragrances Inc., as amended and restated effective as of December 9, 2008

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