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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
144
NOTICE OF PROPOSED SALE OF
SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF
1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a
sale
directly with a market maker.
| 1(a) NAME OF ISSUER(Please type or print) | (b) IRS IDENT. NO. | (c) S.E.C. FILE NO. | |||||
| International Flavors & Fragrances Inc. | 13-1432060 | 1-4858 | |||||
| 1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE | (e) TELEPHONE NO. | ||||||
| 521 West 57th Street New York NY 10019 | AREA CODE | NUMBER | |||||
| (212) | 765-5500 | ||||||
| 2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) IRS IDENT. NO. | (c) RELATIONSHIP
TO ISSUER |
(d) ADDRESS STREET CITY STATE ZIP CODE | ||||
| Rob J.M. Edelman | N/A | Officer | c/o International Flavors & Fragrances, 521 West 57th Street, New York, NY 10019 | ||||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
| 3(a) | (b) | SEC USE ONLY | (c) | (d) | (e) | (f) | (g) |
| Title of the Class of Securities To Be Sold |
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities | Broker-Dealer File Number |
Number of
Shares or Other Units To Be Sold (See instr. 3(c)) |
Aggregate Market Value (See instr. 3(d)) |
Number of
Shares or Other Units Outstanding (See instr. 3(e)) |
Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.) |
Name of
Each Securities Exchange (See instr. 3(g)) |
| Common Stock | Mellon Investor Services 85 Challenger Road Ridgefield Park, NJ 07660 |
857 | $31,795 | 93,657,607 | Feb. 20, 2004 | NYSE |
INSTRUCTIONS:
| 1. (a) Name of
Issuer (b) Issuer's I.R.S. Identification Number (c) Issuer's SEC file number, if any (d) Issuer's address, including zip code (e) Issuer's telephone number, including area code 2. (a) Name of person for whose account the securities are to be sold (b) Such person's I.R.S. identification number, if such person is an entity (c) Such person's relationship to the Issuer(e.g., officer, director, 10% stockholder or member of immediate family of any of the foregoing) (d) Such person's address, including zip code |
3. (a) Title of the
class of securities to be
sold (b) Name and address of each broker through whom the securities are intended to be sold (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f) Approximate date on which the securities will be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold |
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 control number.
TABLE I - SECURITIES TO BE
SOLD
Furnish the following information with
respect to the acquisition of securities to be sold and with respect to the
payment of all or any part of the purchase price or other consideration
therefor:
| Title of the Class |
Date
you Acquired |
Nature of Acquisition Transaction | Name of
Person from Whom Acquired (If gift, also give date donor acquired) |
Amount
of Securities Acquired |
Date
of Payment |
Nature of Payment | ||
| Common Stock | 12/31/02 & 12/31/03 | Exempt Acquisition Under Employee Stock Purchase Plan (11 shares acquired as dividends in 2003) | Issuer International Flavors & Fragrances Inc. |
857 | 26 payments spread over 2003 | Payroll Deduction | ||
| INSTRUCTIONS: | 1. If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. | 2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto. | ||||||
TABLE II - SECURITIES SOLD DURING THE PAST 3
MONTHS
Furnish the following information as
to all securities of the issuer sold during the past 3 months by the person for
whose account the securities are to be sold.
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount
of Securities Sold |
Gross Proceeds | |||||
| N/A
|
N/A |
|
N/A |
N/A | |||||
| REMARKS: The sale reported in this Form 144 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2003 when I was not in possession of material non-public information. | |||||||||
| INSTRUCTIONS: | ATTENTION: | ||||||||
| See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. | The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. | ||||||||
| February 20, 2004
|
Dennis M. Meany/ Attorney-in-Fact |
||||||||
| Date of Notice | Signature | ||||||||
This notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be mutually signed. Any copies not manually signed shall bear typed or printed signatures.
| ATTENTION: Intentional misstatements or omissions of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |