INTERNATIONAL FLAVORS & FRAGRANCES INC
SC 13D/A, 1997-09-25
INDUSTRIAL ORGANIC CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*

                    International Flavors & Fragrances Inc.
    -----------------------------------------------------------------------
                                (NAME OF ISSUER)

                        Common Stock $.12-1/2 par value
    -----------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)


                                  459506 10 1
                    ---------------------------------------
                                 (CUSIP NUMBER)


George Rowe, Jr., One Rockefeller Plaza,
New York, N.Y.  10020  (Tel. 212-586-0700)
- -----------------------------------------------------------------------
                 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
               AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

                               SEPTEMBER 23, 1997
                   -----------------------------------------
                      (DATE OF EVENT WHICH REQUIRES FILING
                               OF THIS STATEMENT)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule l3d-l(b)(3) or (4), check the following box / /.

Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule l3d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-l(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                        (Continued on following page(s))

                               Page 1 of 5 Pages
                                      ---




<PAGE>

CUSIP No. 459506 10 1            13D            PAGE  2  OF   5 PAGES
          --------------                            ---    ---

 1
    NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Henry P. van Ameringen
- -----------------------------------------------------------------------
 2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a) / /
                                                             (b) /x/
- -----------------------------------------------------------------------
 3  SEC USE ONLY

- -----------------------------------------------------------------------
 4  SOURCE OF FUNDS*

      NOT APPLICABLE
- -----------------------------------------------------------------------
 5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED      / /
    PURSUANT TO ITEMS 2(d)or 2(e)

- -----------------------------------------------------------------------
 6  CITIZENSHIP OR PLACE OF ORGANIZATION

    U.S.A.
- -----------------------------------------------------------------------
                  7     SOLE VOTING POWER
   NUMBER OF

    SHARES               2,561,011
                 ------------------------------------------------------
 BENEFICIALLY     8     SHARED VOTING POWER

   OWNED BY
                         5,574,932
      EACH       ------------------------------------------------------

   REPORTING      9     SOLE DISPOSITIVE POWER

    PERSON               2,561,011
                 ------------------------------------------------------
     WITH        10     SHARED DISPOSITIVE POWER

                         5,574,932
- -----------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     8,135,943
- -----------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES         / /
    CERTAIN SHARES*

- -----------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    7.4%
- -----------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*

       IN
- -----------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 Schedule 13 D

                   Under the Securities Exchange Act of 1934



    Check the following box if a fee is being paid with this

statement. / /

    Item 1       Security and Issurer
                 --------------------

                 Common Stock $.12-1/2 par value

                 International Flavors & Fragrances Inc. (IFF)
                 521 West 57th Street
                 New York, New York 10019

    Item 2       Identity and Background
                 -----------------------

           (a)   Name of Person Filing:
                 ---------------------

                 Henry P. van Ameringen

           (b)   Residence or Business Address
                 -----------------------------

                 509 Madison Avenue
                 New York, New York 10022

           (c)   Present principal occupation or employment and the name,
                 principal business and address of any corporation or other
                 organization in which such employment is conducted;

                 Retired as an executive of IFF; President and Treasurer and a
                 director, van Ameringen Foundation at the address in 2(b)

           (d)   Whether or not, during the last five years, such person has
                 been convicted in a criminal proceeding (excluding traffic
                 violations or similar misdemeanors) and, if so, give the dates,
                 nature of conviction, name and location of court, any penalty
                 imposed or other disposition of the case;

                 No

           (e)   Whether or not, during the last five years, such person
                 was a party to a civil proceeding of a judicial or
                 administrative body of competent jurisdiction and as a
                 result of such proceeding was or is subject to a
                 judgment, decree or final order enjoining future
                 violations of, or prohibiting or mandating activities
                 subject to, federal or state securities laws or finding
                 any violation with respect to such laws; and, if so,
                 identify and describe such proceedings and summarize
                 the terms of such judgment, decree or final order, and

                 No

                               Page 3 of 5 Pages



<PAGE>

    Item 2 (f)   Citizenship:
                 -----------

                 U.S.A.

    Item 3       Source & Amount of Funds or Other Consideration
                 -----------------------------------------------

                 Not Applicable.

    Item 4       Purpose of Transaction
                 ----------------------

                 The undersigned incorporates his response to Item 5(c) below.

    Item 5       Interest in Securities of the Issuer
                 ------------------------------------

           (a)   Amount Beneficially Owned

                 8,135,943

                 Percent of Class

                 7.4%


           (b)   Number of shares as to which such person has:

                (i)   sole power to vote or to direct the vote:  2,561,011

               (ii)   shared power to vote or to direct the vote:
                      5,574,932

              (iii)   sole power to dispose or to direct the disposition
                      of:  2,561,011

               (iv)   shared power to dispose or to direct the
                      disposition of: 5,574,932

           (c)   Describe any transactions in the class of securities reported
                 on that were effected during the past sixty days or since the
                 most recent filing on Schedule 13D (Section 240.13d-191),
                 whichever is less, by the persons named in response to
                 paragraph (a).

                 On September 8, 1997 a trust under the will of the
                 undersigned's father, A.L. van Ameringen for the benefit of his
                 mother, Hedwig A. van Ameringen, distributed 100,000 shares
                 each to a foundation of which the undersigned is a director and
                 to another foundation of which the undersigned is a sole
                 trustee, as a consequence of which the undersigned became the
                 beneficial owner as defined in Rule 13d-3 of such shares. On
                 September 15, 1997 a foundation distributed 33,000 shares to
                 the above foundation of which the undersigned is the sole
                 trustee as a consequence of which the undersigned became the
                 beneficial owner as defined in Rule 13d-3 of such shares. In
                 addition, on September 23, 1997, the undersigned acquired
                 beneficial ownership as defined in Rule 13d-3 of 600,000 shares
                 upon the establishment of three trusts of which the undersigned
                 is a co-trustee, which trusts were established by the exercise
                 of a power by Mrs. van Ameringen contained in a trust
                 established by the will of her husband referred to above.

           (d)   If any other person is known to have the right to
                 receive or the power to direct the receipt of dividends
                 from, or the proceeds from the sale of, such
                 securities, a statement to that effect should be
                 included in response to this item and, if such interest
                 relates to more than five percent of the class, such
                 person should be identified. A listing of the
                 shareholders of an investment company registered under
                 the Investment Company Act of 1940 or the beneficiaries
                 of an employee benefit plan, pension fund or endowment
                 fund is not required.

                 Persons other than the undersigned have the right to receive
                 dividends from, or the proceeds from the sale of, certain of
                 the securities listed in Item 5 (a) and (b).

                               Page 4 of 5 Pages



<PAGE>

    Item 6       Contracts, Arrangements, Understandings
                 ---------------------------------------
                 Or Relationships With Respect To
                 --------------------------------
                 Securities Of The Issuer
                 ------------------------

                 None

    Item 7       Material To Be Filed as Exhibits
                 --------------------------------

                 None


Signature

    After reasonable inquiry and the best of my knowledge and belief, I certify
that the information set forth in the statement is true, complete and correct.



September 25, 1997
- ------------------------------
Date

      HENRY P. VAN AMERINGEN
- ------------------------------
        Signature


Henry P. van Ameringen
- ------------------------------
Name/Title



Hpv A13D







                               Page 5 of 5 Pages




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