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

On February 3, 2009, the Board of Directors of the Company approved an amendment to Article II, Section 2 of the Company's By-laws to decrease the number of directors from thirteen (13) to twelve (12) effective April 28, 2009. Our By-laws currently provide that a director must retire effective as of the annual meeting of shareholders following his or her 72nd birthday; therefore, the Board approved this change to the By-laws as a result of Dr. Gunter Blobel's anticipated retirement as a director as of the date of our next annual meeting of shareholders, April 28, 2009.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Document

3.1 By-laws of International Flavors & Fragrances Inc., as amended and restated effective as of April 28, 2009

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