U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                           Commission File No. 0-26682

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

          Delaware                                       11-3199437
---------------------------------              ---------------------------------
  (State or other Jurisdiction                 (IRS Employer Identification No.)
of Incorporation or Organization)

                10 Edison Street East, Amityville, New York 11701
                -------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (516) 842-7600
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                               YES |X|    NO |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the issuer's common stock, par value $.01
per share, as of October 26, 1999, was 12,549,623.

Transitional Small Business Disclosure Format (check one):

                               YES |_|    NO |X|
<PAGE>

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.

                              INDEX TO FORM 10-QSB

                               September 30, 1999

PART I - FINANCIAL INFORMATION                                              PAGE
                                                                            ----
      Item 1. - Financial Statements (Unaudited)

              Consolidated Balance Sheets at September 30, 1999
              and December 31, 1998........................................    1

              Consolidated Statements of Operations
              for the Three Months and Nine Months Ended
              September 30, 1999 and September 30, 1998....................    2

              Consolidated Statements of Cash Flows
              for the Nine Months Ended September 30, 1999
              and September 30, 1998.......................................    3

              Notes to Consolidated Financial Statements...................    4

      Item 2. - Management's Discussion and Analysis or
                Plan of Operation..........................................    6

PART II - OTHER INFORMATION................................................   11

SIGNATURES.................................................................   12


                                       -i-
<PAGE>

                                     PART I

ITEM 1. - FINANCIAL STATEMENTS

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                (in U.S. Dollars)

<TABLE>
<CAPTION>
                                                              At                 At
                                                         September 30,      December 31,
                                                             1999               1998
                                                          (Unaudited)          (Note)
                                                         -------------      ------------
<S>                                                      <C>                <C>
                  ASSETS

Current assets:
  Cash and cash equivalents                              $    323,279       $    317,034
  Receivables, net                                          3,453,370          2,526,729
  Inventories                                               2,596,095          2,802,284
  Prepaid expenses and other current assets                    55,381             32,757
                                                         ------------       ------------
         Total current assets                               6,428,125          5,678,804

Fixed assets, net                                             564,817            604,511
Intangible assets, net                                        986,442          1,108,058
Other assets                                                  398,616            371,656
Notes receivable from related parties                         286,307            269,732
                                                         ------------       ------------
         Total assets                                    $  8,664,307       $  8,032,761
                                                         ============       ============

                  LIABILITIES
Current liabilities:
  Accounts payable                                       $  1,560,082       $  1,621,887
  Accrued expenses                                            486,102            611,150
  Revolving credit facility                                 1,751,889          1,612,634
  Current portion of capital lease obligations                 38,441             34,562
                                                         ------------       ------------
         Total current liabilities                          3,836,514          3,880,233

Capital lease obligations                                      11,280             40,616
Deferred credits                                              330,997            321,727
                                                         ------------       ------------
                                                            4,178,791          4,242,576
                  STOCKHOLDERS' EQUITY
Common stock:
  $.01 par value, issued 12,549,623 and
    12,449,623 shares, respectively                           125,496            124,496
Paid-in capital                                            10,182,302         10,178,011
Accumulated deficit                                        (5,822,282)        (6,512,322)
                                                         ------------       ------------
         Total stockholders' equity                         4,485,516          3,790,185
                                                         ------------       ------------
         Total liabilities and stockholders' equity      $  8,664,307       $  8,032,761
                                                         ============       ============
</TABLE>

Note: The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

                             See accompanying notes.


                                      -1-
<PAGE>

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          (in U.S. Dollars) (Unaudited)

<TABLE>
<CAPTION>
                                                        For the Three Months Ended         For the Nine Months Ended
                                                               September 30,                      September 30,
                                                     -------------------------------     -------------------------------
                                                         1999               1998             1999               1998
                                                     ------------       ------------     ------------       ------------
<S>                                                  <C>                <C>              <C>                <C>
Net sales                                            $  3,907,784       $  3,281,692     $ 11,342,759       $ 10,471,529
Cost of sales                                           2,266,122          2,158,464        6,414,574          6,322,015
                                                     ------------       ------------     ------------       ------------
      Gross profit                                      1,641,662          1,123,228        4,928,185          4,149,514
                                                     ------------       ------------     ------------       ------------
Operating expenses:
  Selling                                                 597,269            822,292        1,744,416          2,153,498
  General and administrative                              442,766            646,539        1,252,110          1,570,431
  Research and development                                283,911            336,233          959,789          1,085,985
  Amortization                                             55,981             62,640          137,059            327,349
  Write-down of intangible assets
    and other charges                                          --          2,034,760               --          2,034,760
                                                     ------------       ------------     ------------       ------------
      Total operating expenses                          1,379,927          3,902,464        4,093,374          7,172,023
                                                     ------------       ------------     ------------       ------------

Income (loss) from operations                             261,735         (2,779,236)         834,811         (3,022,509)
Interest expense, net                                      47,098             30,438          132,661             93,758
                                                     ------------       ------------     ------------       ------------

Income (loss) before provision for income taxes           214,637         (2,809,674)         702,150         (3,116,267)
Provision for income taxes                                  4,052                 --           12,110              1,730
                                                     ------------       ------------     ------------       ------------

Income (loss) from continuing operations                  210,585         (2,809,674)         690,040         (3,117,997)

Discontinued operations:
  Gain on disposal of discontinued operations                  --          1,080,157               --          1,080,157
  Loss from discontinued operations                            --             (3,126)              --           (104,881)
                                                     ------------       ------------     ------------       ------------
                                                               --          1,077,031               --            975,276
                                                     ------------       ------------     ------------       ------------
Net income (loss)                                    $    210,585       $ (1,732,643)    $    690,040       $ (2,142,721)
                                                     ============       ============     ============       ============
Net income (loss) per common share:
  Continuing operations:
    Basic                                            $        .02       $       (.23)    $        .06       $       (.25)
    Diluted                                                   .02               (.23)             .05               (.25)
  Discontinued operations - basic and diluted                  --                .09               --                .08
                                                     ------------       ------------     ------------       ------------

Net income (loss) per share:
  Basic                                              $        .02       $       (.14)    $        .06       $       (.17)
                                                     ============       ============     ============       ============
  Diluted                                            $        .02       $       (.14)    $        .05       $       (.17)
                                                     ============       ============     ============       ============

Weighted average shares outstanding:
  Basic                                                12,549,623         12,412,123       12,482,956         12,387,123
                                                     ============       ============     ============       ============
  Diluted                                              13,111,617         12,412,123       12,855,052         12,387,123
                                                     ============       ============     ============       ============
</TABLE>

                             See accompanying notes.


                                      -2-
<PAGE>

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (in U.S. Dollars) (Unaudited)

<TABLE>
<CAPTION>
                                                            For the Nine Months Ended September 30,
                                                            ---------------------------------------
                                                                   1999              1998
                                                                -----------       -----------
<S>                                                             <C>               <C>
Cash flows from operating activities:
  Net income (loss)                                             $   690,040       $(2,142,721)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Net gain on sale of Seasoning Division                             --        (1,080,157)
      Depreciation and amortization                                 251,088           321,563
      Write-down of intangible assets                                    --         1,723,000
      Provision for bad debts                                            --           195,000
      Deferred rent                                                   9,270             9,270
      Loss on disposal of fixed assets                                   --            24,073
      Changes in assets and liabilities:
        Accounts receivable                                        (926,641)         (555,207)
        Inventories                                                 206,189           432,959
        Prepaid expenses and other current assets                   (22,624)          (11,521)
        Other assets                                                (95,112)          (73,431)
        Notes receivable                                            (16,575)               --
        Accounts payable                                            (61,805)          661,312
        Accrued expenses                                           (125,048)          276,523
                                                                -----------       -----------

      Net cash used in operating activities                         (91,218)         (219,337)
                                                                -----------       -----------

Cash flows from investing activities:
  Proceeds from sale of Seasoning Division                               --         3,911,656
  Purchase of fixed assets                                          (74,335)           (6,058)
  Notes receivable                                                       --            11,739
                                                                -----------       -----------
      Net cash (used in) provided by investing activities           (74,335)        3,917,337
                                                                -----------       -----------

Cash flows from financing activities:
  Proceeds from long-term debt                                    3,185,412           700,000
  Repayment of long-term debt                                    (3,071,614)       (4,596,972)
  Proceeds from issuance of common stock                             58,000            43,500
  Payment for cancellation of warrants                                   --           (20,000)
                                                                -----------       -----------
      Net cash provided by (used in)  financing activities          171,798        (3,873,472)
                                                                -----------       -----------

Increase (decrease) in cash and cash equivalents                      6,245          (175,472)

Cash and cash equivalents - beginning of period                     317,034           576,175
                                                                -----------       -----------

Cash and cash equivalents - end of period                       $   323,279       $   400,703
                                                                ===========       ===========
</TABLE>

                             See accompanying notes.


                                      -3-
<PAGE>

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (Unaudited)

1. BASIS OF PRESENTATION

      Technology Flavors & Fragrances, Inc. (the "Company") develops and
manufactures flavor and fragrance products used to provide or enhance flavors or
fragrances in a wide variety of consumer and industrial products.

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month and nine month periods ended September 30, 1999 are
not necessarily indicative of the results that may be expected for the full year
ending December 31, 1999. These unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1998.

2. INVENTORIES

      Components of inventories are summarized as follows:

                            September 30, 1999            December 31, 1998
                            ------------------            -----------------

      Raw Materials             $1,746,112                   $1,718,553
      Finished Goods               849,983                    1,083,731
                                ----------                   ----------
                                $2,596,095                   $2,802,284
                                ==========                   ==========

3. EARNINGS PER SHARE

      Basic net income (loss) per share is calculated using the weighted average
number of shares of common stock outstanding during the period. Diluted net
income per share for the three month and nine month periods ended September 30,
1999 was calculated using the weighted average common and common stock
equivalents that were outstanding during the periods. For the three month and
nine month periods ended September 30, 1998, the effect of common stock
equivalents was anti-dilutive, and thus, diluted net loss per share was the same
as basic.


                                      -4-
<PAGE>

4. REVOLVING CREDIT FACILITY

      On June 29, 1999, the Company entered into a Loan and Security Agreement
(the "Loan Agreement") with a lender providing for a three year $3,000,000
revolving credit facility (the "1999 Credit Facility"). Outstanding borrowings
under the 1999 Credit Facility will initially bear interest at a rate of three
quarters of one percent (0.75%) in excess of a prime lending rate, and will be
subject to certain adjustments based upon the Company's financial performance.
Additional borrowings under the 1999 Credit Facility are subject to certain
eligibility requirements relating to the Company's receivables and inventories
and the discretion of the lender. Outstanding borrowings are secured by
substantially all of the assets of the Company, including the Company's product
formulations. During the term of the 1999 Credit Facility, the Company must
comply with certain financial and other covenants contained in the Loan
Agreement. At September 30, 1999, approximately $1,752,000 was outstanding and
$1,248,000 was available for borrowings under the 1999 Credit Facility. At that
date, outstanding borrowings bore interest at 9.0% per annum.


                                      -5-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

      The following information for the three month and nine month periods ended
September 30, 1999 and 1998 have been derived from the Company's unaudited
consolidated financial statements and should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.

<TABLE>
<CAPTION>
                                      Three months Ended September 30,                  Nine months Ended September 30,
                                 -------------------------------------------     ---------------------------------------------
                                        1999                    1998                     1999                     1998
                                 ------------------     --------------------     --------------------     --------------------
                                                                (dollar amounts in thousands)
<S>                              <C>         <C>        <C>           <C>        <C>           <C>        <C>           <C>
Net sales                        $3,908      100.0%     $ 3,282       100.0%     $11,343       100.0%     $10,471       100.0%
Gross profit                      1,642       42.0        1,123        34.2        4,928        43.4        4,149        39.6
Operating expenses:
  Selling                           597       15.3          822        25.1        1,744        15.4        2,153        20.5
  General and administrative        443       11.3          646        19.7        1,252        11.0        1,570        15.0
  Research and development          284        7.3          336        10.2          960         8.4        1,086        10.4
  Amortization                       56        1.4           63         1.9          137         1.2          327         3.1
  Write-down of intangible
    assets and other charges         --         --        2,035        62.0           --          --        2,035        19.4
Income (loss) from operations       262        6.7       (2,779)       84.7          835         7.4       (3,022)       28.8
Interest expense, net                47        1.3           31          .9          133         1.2           94          .9
Provision for income taxes            4         --           --          --           12         0.1            2          --
Income (loss) from continuing
  operations                        211        5.4       (2,810)       85.6          690         6.1       (3,118)       29.7
Discontinued operations:
  Gain on disposal of
    discontinued operations          --         --        1,080        32.8           --          --        1,080        10.3
  Loss from discontinued
    operations                       --         --           (3)         --           --          --         (105)        1.0
Net income (loss)                   211        5.4       (1,733)       52.8          690         6.1       (2,143)       20.4
</TABLE>

      Net sales. Net sales increased by $626,000, or 19.1%, to $3,908,000 for
the three months ended September 30, 1999 from $3,282,000 for the same period
last year and increased by $872,000, or 8.3%, to $11,343,000 for the nine months
ended September 30, 1999 from $10,471,000 for the comparable nine month period
of 1998. The increases were principally attributable to the launching of new
food and beverage flavor products to new and existing customers.

      Gross profit. Gross profit, as a percentage of sales, improved to 42.0% on
sales of $3,908,000 for the three months ended September 30, 1999 as compared to
34.2% on sales of $3,282,000 for the same period last year and improved to 43.4%
on sales of $11,343,000 for the nine months ended September 30, 1999 as compared
to 39.6% on sales of $10,471,000 for the comparable nine month period of 1998.
The increases in gross profit for the 1999 periods were due principally to a
write-down of inventories of $280,000 during the third quarter of 1998, and to a
lesser extent, manufacturing efficiencies on higher production volume.


                                      -6-
<PAGE>

Operating expenses:

      Selling expenses. Selling expenses decreased by $225,000, or 27%, to
$597,000 for the three months ended September 30, 1999 from $822,000 for the
comparable 1998 period and decreased by $409,000, or 19%, to $1,744,000 for the
nine months ended September 30, 1999 from $2,153,000 for the comparable
nine-month period of 1998. The decreases were due principally to reductions in
personnel, and to a lesser extent, travel and entertainment, and advertising
costs under the Company's cost reduction program implemented in the latter part
of 1998.

      General and administrative expenses. General and administrative expenses
decreased by $203,000, or 31%, to $443,000 for the three months ended September
30, 1999 from $646,000 for the comparable 1998 period and decreased by $318,000,
or 20%, to $1,252,000 for the nine months ended September 30, 1999 from
$1,570,000 for the comparable nine-month period of 1998. The decreases were due
principally to a $165,000 charge to bad debt expense during the third quarter of
1998, and reductions in personnel and professional and consulting fees under the
Company's cost reduction program implemented during the latter part of 1998.

      Research and development expenses. Research and development expenses for
the three months ended September 30, 1999 decreased by $52,000, or 15%, to
$284,000 from $336,000 for the comparable 1998 period and decreased by $126,000,
or 12%, to $960,000 for the nine months ended September 30, 1999 from $1,086,000
for the comparable nine-month period of 1998. The decreases are due principally
to reductions in personnel under the Company's cost reduction program
implemented during the latter part of 1998, partially offset by additional
hirings of personnel and outside consulting services during 1999.

      Amortization expenses. Amortization expenses for the three months ended
September 30, 1999 of $56,000 were relatively unchanged from the comparable 1998
period of $63,000. For the nine months ended September 30, 1999, amortization
expenses decreased by $190,000, or 58%, to $137,000 as compared to $327,000 for
the nine month period of 1998 due principally to the write-down of $1,723,000 in
intangible assets during the third quarter.

      Write-down of intangible assets and other charges. For the three months
ended September 30, 1998, the Company recorded a write-down of intangible assets
of $1,723,000 to their estimated fair values and other charges of $186,000 in
severance costs and $126,000 relative to the settlement of a litigation. There
were no such charges in 1999.

      Total operating expenses. Total operating expenses decreased by
$2,523,000 to $1,380,000 for the three months ended September 30, 1999 from
$3,902,000 for the comparable period in 1998 and decreased by $3,079,000 to
$4,093,000 for the nine-month period ended September 30, 1999 from $7,172,000
for the comparable nine-month period of 1998. Without giving effect to the
write-down of intangible assets and other charges of $2,035,000, total operating
expenses were $1,867,000 and $5,137,000 for the three months and nine months
ended September 30, 1998, respectively.

      Interest expense, net. Interest expense increased by $16,000, or 52%, to
$47,000 for the three months ended September 30, 1999 from $31,000 for the
comparable 1998 period and increased by $39,000, or 41%, to $133,000 for the
nine month period ended September 30, 1999 from $94,000 for the comparable
nine-month period of 1998. The increases were due to higher outstanding
borrowings and higher interest rates on outstanding borrowings during the 1999
periods. See "- Liquidity and Capital Resources."


                                      -7-
<PAGE>

      Provision for income taxes. Provision for income taxes represents state
franchise taxes. There is no federal income tax provision since the Company has
available net operating loss carryforwards.

      Income (loss) from continuing operations. Income from continuing
operations was $211,000 and $690,000 for the three month and nine month periods
ended September 30, 1999 as compared to losses of $(2,810,000) and $(3,118,000)
for the comparable 1998 periods, respectively.

      Discontinued operations. For the three months ended September 30, 1998,
the Company recorded a net gain of $1,080,000 relative to the disposal of
discontinued operations. The loss from discontinued operations for the three
months and nine months ended September 30, 1998 was $(3,000) and $(105,000),
respectively. There was no income or loss from discontinued operations in 1999.

      Net income (loss). Net income was $211,000 and $690,000 for the three
month and nine month periods ended September 30, 1999 as compared to net losses
of $(1,733,000) and $(2,143,000) for the comparable 1998 periods, respectively.

Liquidity and Capital Resources

      During the nine month period ended September 30, 1999, net cash used in
operating activities amounted to $91,000 as compared to $219,000 for the nine
months ended September 30, 1998. Working capital at September 30, 1999 was
$2,592,000 as compared to $1,799,000 at December 31, 1998. The outstanding
balances of the Company's revolving credit facility of $1,752,000 at September
30, 1999 and $1,613,000 at December 31, 1998 are being classified as a current
liability.

      Historically, the Company's financing needs have been met through
issuances of equity and debt securities. On October 16, 1997, the Company
entered into a credit facility with a bank which provided for a $6,000,000
revolving credit facility and a $750,000 term loan facility (the "1997 Credit
Facility"). Outstanding borrowings under the 1997 Credit Facility initially bore
interest at the Company's option at the London Interbank Offered Rate ("LIBOR")
plus 2.5% or one-half of 1% above the bank's prime rate. Outstanding borrowings
were collateralized by substantially all of the assets of the Company and were
subject to eligibility requirements relating to the Company's receivables and
inventories. In March 1998, the Company and the lender under the 1997 Credit
Facility entered into a waiver and amendment agreement (the "1998 Amendment")
which waived compliance by the Company with certain financial covenants violated
by the Company in December 1997 and amended certain financial covenants for 1998
and beyond. In August 1998, the lender waived compliance by the Company with
respect to certain financial covenants violated by the Company in June 1998.

      On August 25, 1998, the Company sold substantially all of the assets and
certain liabilities relating to its Seasoning Division. The net cash proceeds
from the sale of the Seasoning Division of approximately $4,000,000, after
deducting closing costs, was used to pay down the Company's remaining
outstanding term loan balance under the 1997 Credit Facility of $637,500 and a
portion of the outstanding revolving loans under the 1997 Credit Facility. In
connection with the Company's


                                      -8-
<PAGE>

sale of the Seasoning Division, the lender: (a) reduced the maximum borrowings
available to the Company under the 1997 Credit Facility from $6,750,000 to
$2,750,000, (b) eliminated two financial covenants and modified two other
financial covenants, and (c) increased the lending rate on outstanding
borrowings to LIBOR plus 375 basis points, or 1% above the bank's prime rate, at
the Company's option. On March 1, 1999, the Company and the lender under the
1997 Credit Facility entered into an amendment (the "1999 Amendment") which
extended the maturity date of the 1997 Credit Facility from March 31, 1999 to
June 30, 1999. Pursuant to the 1999 Amendment, the lending rate was increased to
2.5% above the bank's prime rate and the Company was required to pay $15,000 to
the bank.

      On June 29, 1999, the Company entered into a Loan Agreement with a new
lender providing for a three year $3,000,000 revolving credit facility (the
"1999 Credit Facility"). Outstanding borrowings under the 1999 Credit Facility
bear interest initially at a rate of three quarters of one percent (0.75%) in
excess of a prime lending rate, and is subject to certain adjustments based upon
the Company's financial performance. Additional borrowings under the 1999 Credit
Facility are subject to certain eligibility requirements relating to the
Company's receivables and inventories and the discretion of the lender.
Outstanding borrowings are secured by substantially all of the assets of the
Company, including the Company's product formulations. During the term of the
1999 Credit Facility, the Company must comply with certain financial and other
covenants contained in the Loan Agreement. At September 30, 1999, approximately
$1,752,000 was outstanding under the 1999 Credit Facility and approximately
$1,248,000 was available for future borrowings. At September 30, 1999,
outstanding borrowings bore interest at the rate of 9.0% per annum.

Year 2000 Compliance

      The Year 2000 presents potential concerns for business and consumer
computing. The consequences of this issue may include systems failures and
business process interruption. It may also include additional business and
competitive differentiation. In addition to the well-known calculation problems
with the use of 2-digit date formats as the year changes from 1999 to 2000, the
Year 2000 is a special case leap year which may cause similar problems in many
systems unless remediated.

      In 1997, the Company developed a plan with respect to evaluating and
upgrading its information and non-information technology systems (collectively,
"Information Systems") so that its systems would be Year 2000 compliant. During
the latter part of 1997, the Company's management information systems personnel
performed a comprehensive review and assessment of the Information Systems to
verify that they were Year 2000 compliant. In connection with such review, the
Company found certain minor software applications to be non-Year 2000 compliant.
In response to such findings, the Company upgraded its software and conducted
several tests, the results of which indicate that the Company's Information
Systems are now Year 2000 compliant. The historical and currently projected
costs relating to these upgrades and the testing for Year 2000 compliance are
not material, and were and will be expensed as incurred.


                                      -9-
<PAGE>

      The Company has made inquiries of its major suppliers and customers to
receive assurances that they are Year 2000 compliant. Such inquiries have been
substantially completed. There can be no assurance that the Company will not be
adversely affected by unanticipated Year 2000 issues, including the failure of a
material supplier or customer to become Year 2000 compliant.

      The Company has not developed a "worst case" scenario with respect to Year
2000 issues, and has no Year 2000 contingency plan other than to conduct
business with alternative suppliers identified by the Company as Year 2000
compliant, with whom the Company already conducts business.

      If the Company or third parties with whom it has relationships were to
cease or not successfully complete Year 2000 remediation efforts, the Company
could encounter disruptions in its business. The Company believes that such
disruptions would not have a material adverse effect on its business, financial
condition and results of operations. However, the Company could be materially
and adversely impacted by widespread economic or financial market disruption, or
by the Year 2000 computer system failures of third parties that may generally
occur as a result of the Year 2000 issues.


                                      -10-
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        None

Item 2. Changes in Securities and Use of Proceeds

        None

Item 3. Defaults Upon Senior Securities

        None

Item 4. Submission of Matters to a Vote of Security Holders

        None

Item 5. Other Information

        None

Item 6. Exhibits and Reports on Form 8-K

        a) Exhibits:

           Exhibit 27.1 Financial Data Schedule

        b) Reports on Form 8-K

           None


                                      -11-
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Dated: October 28, 1999

                            TECHNOLOGY FLAVORS & FRAGRANCES, INC.


                            By /s/ Joseph A. Gemmo
                               -------------------------------------------------
                                   Joseph A. Gemmo
                                   Vice President and Chief Financial Officer
                                   (Principal Financial Officer and Officer Duly
                                   Authorized to Sign on Behalf of Registrant)


                                      -12-