SecProbe.io

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Mail Stop 0303

May 24, 2005

VIA FACSIMILE:  (212) 308-4844

D. Roger Glenn, Esq.
Edwards & Angell, LLP
750 Lexington Avenue
New York, New York 10022
(212) 308-4411

Re:	Technology Flavors & Fragrances, Inc.
	Schedule TO-T, File No. 005-52065, filed May 16, 2005
	Filed by FFG Merger Corporation, Inc.

Dear Mr. Glenn:

      We have reviewed your filing and have the following
comments. Where indicated, we think you should revise your document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not raise
additional comments.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Schedule TO-T

1. We note that FFG Merger Corporation is a wholly owned
subsidiary of FFG Industries, and that FFG Industries signed the
Schedule TO. The definition of "offeror" includes not only the
purchaser of securities in the offer, but also any person or entity
on whose behalf the offer is made (see Instruction K (1) to Schedule
TO and Rule 14d-1(g)(2)).   Please advise us why FFG Industries has not
also been expressly identified as an offeror on the cover page of
Schedule TO of the cover page of the Offer to Purchase.  Before drafting
your response, please review "Identifying the Bidder in a Tender Offer"
in the Division of Corporation Finance`s Current Issues and
Rulemaking Projects Outline, available on our web site at www.sec.gov
for general guidance.  Any new bidders in the tender offer must ensure
that they independently satisfy the timing, signatory and
dissemination requirements of Schedule TO.

The Offer
Acceptance for Payment and Payment, page 7

2. Please revise your disclosure in the last sentence of the last
paragraph of this section to state that any tendered shares not
purchased for any reason will be returned promptly pursuant to
Rule 14e-1(c), and not "as promptly as practicable," following the
expiration or termination of the Offer.

Conditions to the Offer, page 21

3. In our view you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. In the last paragraph of this section
on page 22, the phrase "regardless of the circumstances giving rise
to any such condition" implies that you may assert an offer condition
even when the condition is "triggered" by your own action or
inaction. Please revise in accordance with our position.

4. In the same sentence, you state that you may waive a condition
in whole or in part at any time and from time to time in your
reasonable discretion.  While we recognize the bidders may decide to
whether terminate or proceed with the offer once a listed offer
condition is "triggered," we object if and when bidders elect to
proceed with their offer without waiving the applicable condition
despite the occurrence of one of the triggering events.  Waiver of an
offer condition may require extension of the offer and dissemination of
additional offer materials.  The bidders may not, therefore, use
the language in the penultimate sentence of this section to tacitly
waive an offer condition by failing to assert it.  Please confirm your
understanding in a supplemental response.

5. The bidders further state that each such right shall be deemed
an "ongoing right that may be asserted at any time and from time to
time."  Defining the conditions as "an ongoing right that may be
asserted at any time from time to time" suggests that conditions
to the offer may be raised or asserted after expiration of the offer
and is inconsistent with other language in this section.  Please be
advised that all conditions to the offer, other than those subject
to applicable law, must be satisfied or waived before the expiration
of the offer.  Revise the disclosure in the closing paragraph of this
section to make clear that all conditions, other than those
subject to government approvals, will be satisfied or waived on or
before expiration of the offer.

Closing Comment

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the bidders are in possession of all
facts relating to its disclosure, it is responsible for the
accuracy and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the bidders acknowledging that:

* the bidders are responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and

* the bidders may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	As appropriate, please amend your filings in response to
these comments.  You may wish to provide us with black-lined copies of
the amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information and
file such letter on EDGAR.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional comments
after reviewing your amended filings and responses to our comments.

   If you have any questions please contact me by telephone at
(202)551-3257 or by facsimile at(202)772-9203.

Very truly yours,

Celeste M. Murphy
Special Counsel
Office of Mergers and Acquisitions

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