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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-K

                            -------------------------
(MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 
     For the fiscal year ended December 25, 1997

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
     For the transition period from ___________________ to _________________
                         Commission File Number 1-13030

                            -------------------------

                              BUSH BOAKE ALLEN INC.
             (Exact name of registrant as specified in its charter)

           VIRGINIA                                        13-2560391
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)
7 MERCEDES DRIVE, MONTVALE, NEW JERSEY                         07645
(Address of Principal Executive Offices)                     (Zip Code)

         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 201-391-9870

                            -------------------------

           Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange on
   Title of Each Class                                   Which Registered
   -------------------                               ------------------------
COMMON STOCK, $1 PAR VALUE                            NEW YORK STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
                           -------------------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         On February 25, 1998, 19,278,800 shares of Registrant's Common Stock,
$1 par value, were outstanding. On March 1, 1998, the closing price per share
for the Common Stock as reported on the Composite Tape for issues listed on the
New York Stock Exchange was $32.4375 and the aggregate market value of the
Common Stock held by non-affiliates of the Registrant was $198,640,763.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended December 25, 1997 (the "Bush Boake Allen 1997 Annual Report") are
incorporated by reference in Parts I, II and IV of this Form 10-K.

        Portions of Registrant's Proxy Statement, dated March 22, 1998 (the
"Bush Boake Allen 1998 Proxy Statement"), are incorporated by reference in Part
III of this Form 10-K.

-------------------------------------------------------------------------------



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COPIES OF THE EXHIBITS MAY BE OBTAINED BY STOCKHOLDERS UPON WRITTEN REQUEST
DIRECTED TO THE SECRETARY, BUSH BOAKE ALLEN INC., 7 MERCEDES DRIVE, MONTVALE,
NEW JERSEY 07645, ACCOMPANIED BY A CHECK IN THE AMOUNT OF $10.00 PAYABLE TO BUSH
BOAKE ALLEN INC. TO COVER PROCESSING AND MAILING COSTS. COSTS OF INDIVIDUAL
EXHIBITS ARE AVAILABLE UPON REQUEST TO THE SECRETARY.



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                                     PART I

ITEM 1.  BUSINESS

GENERAL

        Bush Boake Allen Inc., a Virginia corporation ("BBA" or the "Company")
or its predecessors have been in the flavor and fragrance business since the
mid-1800s. In 1966, Albright & Wilson, a United Kingdom company, formed BBA as
an independent integrated flavor and fragrance business through the merger of W.
J. Bush Limited ("Bush"), A. Boake Roberts Limited ("Boake") and Stafford Allen
Limited ("Allen"), each based in the United Kingdom. Bush produced liquid
flavors and historically conducted business throughout the former British
Empire. Boake produced aroma chemicals and fragrances and Allen produced spices
and seasonings.

        Union Camp Corporation ("Union Camp"), which manufactures paper,
paperboard, packaging, wood and chemical products, acquired BBA in 1982 from
Albright & Wilson which was then a wholly-owned subsidiary of Tenneco, Inc. In
June 1994, the Company completed an initial public offering of 6,065,000 shares
of its Common Stock, $1 par value (the "Common Stock") which resulted in 31.6%
of its outstanding Common Stock being publicly held, with the remaining 68.4%
held by Union Camp. Prior to the initial public offering, the Company was
reincorporated from New York to Virginia.

BBA's business is organized into two operating segments: (i) flavor (including
essential oils, seasonings and spice extracts) and fragrance and (ii) aroma
chemicals. In 1997, flavor and fragrance and aroma chemicals accounted for
approximately 79% and 21%, respectively, of the Company's total net sales. The
Company's flavor products impart a desired taste and smell to a broad range of
consumer products including soft drinks, confections, dietary foods, snack
foods, dairy products, pharmaceuticals and alcoholic beverages. The Company's
fragrance products are used in a wide variety of household products including
soaps, detergents, air fresheners, toiletries and related products. The
Company's flavor and fragrance compounds are sold primarily to consumer products
companies which use these products in conjunction with other natural and
synthetic ingredients to make their products more appealing to consumers.
Included within the flavor and fragrance segment is the Company's natural
extracts and seasonings business which consists of essential oils and spice
extracts that are sold primarily to manufacturers of food and beverage products.

        BBA is also a major producer of aroma chemicals, products which are
primarily used as raw materials in fragrance compounds. Aroma chemicals are
derived primarily from turpentine, a by-product of the wood pulping process, and
from certain petroleum-based products. The Company sells the majority of its
aroma chemicals directly to major



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multinational consumer products manufacturers and other fragrance and flavor
compounders who use them as fragrance raw materials. The remainder are sold to
agrichemical and specialty chemical manufacturers and used internally by BBA in
its production of fragrance compounds. The Company's aroma chemicals are
produced at highly efficient, automated facilities located in Jacksonville,
Florida (terpene-based aroma chemicals) and Widnes, United Kingdom (terpene- and
petrochemical-based aroma chemicals).

        The Company has operations in 39 countries in North and South America,
Europe, Asia, Australia, the Middle East and Africa. BBA's flavor and fragrance
business is separately managed in four geographic regions: the Americas (North
and South America and Caribbean operations); Europe (United Kingdom and Western
Europe), Asia Pacific (East Asia, Southeast Asia, Australia and New Zealand) and
International (India, Middle East, Eastern Europe, Africa and Russia).
Technical, production, sales and customer service capabilities are located in
each region which enhance the Company's focus on individual market and customer
preferences. The Company's aroma chemicals business is managed globally from
Jacksonville. The Company's New Jersey Headquarters and London office provide
administrative and technical support worldwide.

        Revenue, operating profits and other financial data for the principal
business segments and for regional operations for the years ended December 25,
1997, 1996 and 1995 appear in Note 12 of Notes to Consolidated Financial
Statements on pages 35 to 37 of the Bush Boake Allen 1997 Annual Report and are
incorporated by reference in this Item 1.

        The Company's principal executive offices are located at 7 Mercedes
Drive, Montvale, New Jersey 07645 (Tel. No. (201) 391-9870).

INDUSTRY OVERVIEW

        Flavor and fragrance compounds are used in numerous end products.
Fragrance compounds may be single-ingredient or highly complex blends of
essential oils, natural extracts or aroma chemicals. These compounds are sold
primarily to manufacturers of consumer products, including perfumes, cosmetics,
personal care products, soaps, detergents, household cleaners and ambient
deodorizers. Flavor compounds also may be single-ingredient, such as menthol or
vanillin, or complex blends of natural and synthetic materials. These compounds
are sold primarily to manufacturers of beverages, confections, dairy and meat
products, snack foods, baked goods and other food products. Pharmaceuticals,
oral care products and pet food are also significant end-use categories.
Essential oils (such as citrus and mint) and natural extracts (such as vanilla
and fruit extracts) are key components of flavor and fragrance end products.

        Aroma chemicals are organic chemicals derived from either conversion of
turpentine or petrochemical raw materials, or isolation from natural sources.
More than


                                      -2-



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3,000 of these chemicals are used by flavor and fragrance companies, which both
use aroma chemicals as raw materials for their compound products and sell them
directly to others. Certain of the larger volume aroma chemicals are generally
considered commodity products, with price and customer relationships
constituting the key selling factors.

PRODUCTS

        The Company's principal flavor and fragrance products consist of
compounds of large numbers of ingredients blended under proprietary formulas
created by its perfumers and flavorists. Most of these compounds contribute
substantially all of the flavor or fragrance to the consumer end products in
which they are incorporated. Numerous compounds are produced by the Company, and
new compounds are constantly being created in order to meet the many and
changing characteristics of its customers' end products. The Company's flavor
products also include essential oils, natural extracts, spice extracts and
seasonings derived from various fruits, vegetables, nuts, herbs and spices as
well as enzymatically enhanced ingredients. The Company's products are sold in
liquid, powder and paste forms in volumes ranging from a few kilograms to
several tons, depending on the nature of the customer's finished product. The
Company also produces aroma chemicals for use in its own flavor and fragrance
compounds as well as for sale directly to other flavor and fragrance consumer
product manufacturers.

    Flavor Products

        The Company produces flavor compounds which are sold primarily to the
food, beverage, and pharmaceutical industries and include (i) compounds
typically consisting of natural and synthetic substances, (ii) reaction or
process flavors, which are substances that enhance flavor when heat or pressure
cooking is applied and (iii) enzymatically enhanced flavors. Flavor compounds
typically consist of either sweet or savory flavors. Sweet flavors include
various fruits as well as vanilla, coffee, chocolate and cola. The Company's
sweet flavor compounds are used in such consumer products as soft drinks,
candies, baked goods, desserts, prepared foods, dietary foods, dairy products
and drink powders. Savory flavors are composed of spices and herbs and include
primarily meat, fish and cheese flavors. The Company's savory flavor compounds
are used in snack products of all kinds as well as processed foods, such as
prepared meals, soups and sauces. In addition to sweet and savory flavors, the
Company produces flavors for specific applications, such as oral hygiene and
pharmaceutical products. In 1995, 1996 and 1997, sales of flavor compounds
accounted for approximately 37%, 37% and 36%, respectively, of the Company's
total net sales.

        The Company produces natural products which are sold primarily to the
food industry and consist of essential oils, natural extracts, spices and
seasonings. Essential oils are mixtures of natural aroma chemicals typically
obtained by steam distillation or expression from plants, fruits, seeds, barks,
leaves and berries. Essential oils and natural extracts are used as flavoring
items in their own right and also as raw materials for


                                      -3-



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compounding flavors, as well as fragrances. In addition to selling such products
to customers, the Company uses them to produce its own flavor and fragrance
compounds. Spices are dried plant products which, due to their high content of
essential oils, are highly aromatic. In each of 1995, 1996 and 1997, sales of
natural products accounted for approximately 21% of the Company's total net
sales.

    Fragrance Products

        The Company produces a broad range of fragrance compounds which are sold
primarily to manufacturers of cosmetics and toiletries, household cleaners, and
personal care products. The Company has also been successful in promoting the
use of deodorants in a variety of applications such as masking diesel automotive
fuel odor. In addition, the Company has devoted substantial research and
development activity toward developing malodor counteractive fragrances for use
in laundry and air freshener applications. The Company is also promoting a line
of fragrance compounds based on extensive analysis of scents from living plants
and flowers. These fragrances are being marketed by the Company under the
GENERESSENCE'r' trade name. In 1995, 1996 and 1997, sales of fragrances
(excluding the resale of aroma chemicals purchased from BBA's Aroma Chemical
Division) accounted for approximately 17%, 17% and 18%, respectively, of the
Company's total net sales.

    Aroma Chemicals

        The Company produces aroma chemicals for use in its own flavor and
fragrance compounds as well as for sale directly to other flavor and fragrance
and consumer product manufacturers, which, in turn, use them as raw materials in
their own formulations and products. The Company obtains approximately 18% of
its crude turpentine needs from Union Camp operations and also uses procurement
services provided by Union Camp for other external purchases of turpentine, in
each case at approximately fair market value. The Company is a major supplier of
terpene-based aroma chemicals throughout the world. The Company's aroma chemical
products include geraniol, citral, citronellol, linalol, terpineol, ionones and
various synthetic musks, including ABBALIDE'tm' and TETRALIDE'r'. The Company
also manufactures LILESTRALIS'tm', a well-known petrochemical-based product with
lily-type floral aroma. A different grade of LILESTRALIS is sold by the Company
to agrichemical manufacturers for use as an intermediate in certain fungicides.
In each of 1995, 1996 and 1997, sales of aroma chemicals (including the resale
of aroma chemicals by BBA's Fragrance business) accounted for approximately 25%
of the Company's total net sales.


                                      -4-



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MARKETING AND CUSTOMERS

        The Company sells flavor and fragrance compounds to major international
food, beverage and other consumer product manufacturers. BBA regards these large
multinational consumer products companies as a key customer segment and manages
business development for these accounts ("international target accounts") on an
integrated, worldwide basis. The Company often cooperates with these customers
in the development of specific flavors or fragrances for a particular end
product. The Company also sells its products to a large number of regional and
local customers. The Company's approach to servicing regional and local
customers is similar to that for its international target accounts; however, the
flavor or fragrance products offered typically reflect the tastes and
preferences of the specific region.

        The Company's aroma chemical products are sold primarily to major
manufacturers of household products, including soaps and detergents, fabric
conditioners, cosmetics and toiletries for incorporation in fragrances
compounded by these customers and other fragrance and flavor compounders. During
1997, the Company's ten largest external aroma chemical customers accounted for
approximately 55% of the Company's total aroma chemicals sales. Product quality,
product consistency, timely delivery and overall service are important factors
in successfully maintaining aroma chemical accounts.

        During 1997, the Company's ten largest customers accounted for an
aggregate of approximately 23% of its total net sales, its three largest
customers and their affiliates accounted for approximately 5%, 4% and 2%
respectively, of its total net sales, and no other single customer accounted for
more than approximately 2% of total net sales.

RESEARCH AND DEVELOPMENT

        The work of the Company's perfumers and flavorists is conducted in the
Company's three major regional creative and technical centers located in
Montvale, New Jersey (for the Americas region), London (for the Europe and
International regions), and Singapore (for the Asia Pacific region). Ideas and
products generated in these creative and technical centers are made available to
the Company's regional centers for further development. In addition, the Company
maintains 40 laboratories located throughout the world which support technical
and development efforts in local markets. The Company's flavor and fragrance
research is conducted at its facility in London and at Union Camp's research
facility in Princeton, New Jersey. The Company continues to contract for
services from Union Camp's Princeton facility. See "Certain Relationships and
Related Transactions". The Company also has extensive analytical capabilities at
its London facilities which aid in the isolation and identification of flavor
and fragrance ingredients.

        Research and development for the Company's aroma chemicals business is
conducted principally in advanced technical centers in Widnes, United Kingdom
and Jacksonville, Florida, with strong support from the central laboratories in
London and


                                      -5-



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from Union Camp's research facility in Princeton. See "Certain Relationships and
Related Transactions".

        The Company spent a total of approximately $23.6 million, $22.5 million
and $19.9 million in 1997, 1996 and 1995, respectively, on research and
development activities. The Company expects these expenditures to increase in
1998 to an aggregate of approximately $25 million.

MANUFACTURING AND DISTRIBUTION

        The major manufacturing and compounding facilities of the Company are
located in Australia, Canada, China, India, Mexico, New Zealand, Philippines,
Singapore, South Africa, the United Kingdom and the United States.

        BBA's aroma chemicals manufacturing facility in the United Kingdom is
located in Widnes. Operations began at Widnes in 1958 and, following expansions
in 1964, 1988, 1992 and 1993, the facility now includes highly automated,
versatile and sophisticated processing equipment. During 1996 and 1997, an
annual amount of approximately 6,000 and 7,000 tons of terpene- and
petroleum-based aroma chemicals as well as technical grade LILESTRALIS, an
intermediate used in the production of agricultural fungicides, were produced at
Widnes and sold to customers including the manufacturers of soaps, detergents,
cleaners, and other fragrance products.

        In the U. S., the Jacksonville facility processes approximately ten
million gallons per year of turpentine through high-efficiency distillation
columns. Beta pinene, one of the distillation products, is further processed
through versatile batch equipment to produce a broad range of aroma chemicals
including geraniol, citral, citronellol, and ionones. The Jacksonville facility
also supplies aroma chemical intermediates to Widnes for further processing.

        BBA's flavor and fragrance compounding facilities, as well as those of
the other major producers, are primarily batch weighing and blending and liquid
packaging facilities that are operated manually. Given the complexity of most
flavor and fragrance compounds, small quantities of the various components are
dispensed, weighed and added to a mixing unit by hand. BBA has begun to automate
its compounding processes, starting with its raw material delivery system.
Automated carousels which deliver numerous small-scale ingredients to the
compounder have been installed at the London and Norwood, New Jersey fragrance
compounding facilities.

        BBA's major essential oil production facility is located in Long
Melford, United Kingdom.

        The Company's two major production centers for seasonings are located at
Long Melford, United Kingdom and Carrollton, Texas. At both facilities, various
spices, flavors


                                      -6-



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and essential oils are dry mixed with salt, flour or other carriers to produce a
finished seasoning. As with flavor and fragrance compounding, the weighing and
adding of raw materials to the blending process is mostly manual.

        The Company's products are primarily distributed through its own sales
force, operating from 5 sales offices in the United States and 54 sales offices
in 38 other countries. In addition, the Company currently markets its products
through sales agencies in countries in which it does not have a direct sales
force. Most of the Company's 59 sales facilities around the world stock
inventory of the Company's products.

RAW MATERIAL PURCHASES; SUPPLIERS

        The Company purchases thousands of different raw materials from many
sources throughout the world. The principal natural raw material purchases
consist of essential oils, extracts and concentrates derived from fruits,
vegetables, flowers, woods and other botanicals. The Company's principal raw
material purchases consist of organic chemicals, primarily turpentine. No single
supplier accounted for more than 3% of the Company's raw material requirements
in 1996 and 1997. The Company believes that alternate sources of materials are
available to enable it to maintain its competitive position in the event of an
interruption in the supply of raw materials from a single supplier.

COMPETITION

        The Company has more than 300 competitors worldwide, approximately 15 of
which the Company believes have significant international operations. The
Company's competitive position is based principally on the creative skills of
its perfumers and flavorists, technological advances resulting from its research
and development and customer service and support provided by its marketing and
application groups, as well as product quality and, to a lesser extent, price.
The Company believes it is one of the ten largest manufacturers of flavors and
fragrances and aroma chemicals, as measured by revenues, in the world. In
particular countries and localities, the Company competes with numerous
companies specializing in certain product lines, some of which are larger than
the Company and some stronger in a particular product line or lines. Most of the
Company's customers do not buy all of their flavor and/or fragrance products
from a single supplier, and some customers make their own flavor or fragrance
compounds with ingredients supplied by the Company or others.

EMPLOYEES

        As of December 25, 1997, the Company had 1,964 full-time equivalent
employees.


                                      -7-



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GOVERNMENTAL REGULATION

        Manufacture and sale of the Company's products are subject to regulation
in the United States by federal regulatory agencies, including the Food and Drug
Administration, the Alcohol, Tobacco and Firearms Bureau of the Treasury
Department, the Environmental Protection Agency, the Occupational Safety and
Health Administration, and by various state and local authorities. The Company's
operations outside the United States are subject to similar regulation in a
number of countries. Compliance with existing governmental requirements of such
bodies has not materially affected the Company's operations, earnings or
competitive position. The Company is subject to various United States federal,
state and local environmental laws and regulations concerning emissions to the
air, discharges to waterways, the release of materials into the environment, or
otherwise relating to the protection of the environment. In addition, a number
of local communities and countries other than the United States have enacted, or
have under consideration, laws and regulations relating to the use and disposal
of materials relating to the production of flavors and fragrances. The Company's
capital expenditures relating to environmental projects totaled $1.5 million in
1997. In addition, the Company estimates capital expenditures relating to
environmental projects will be approximately $3 million in 1998.

ITEM 2.  PROPERTIES

         The following table sets forth the locations of the Company's principal
properties, all of which are owned, unless otherwise indicated:

<TABLE>
<CAPTION>
        LOCATION                                              NATURE OF PROPERTY
        --------                                              ------------------
<S>                                         <C>
Atlacomulco, Mexico                         Manufacturing (Flavors and seasonings)
Auckland, New Zealand                       Manufacturing (Flavors, fragrances and seasonings)
Carrollton, Texas (1)                       Manufacturing (Seasonings)
Chicago, Illinois                           Manufacturing (Flavors)
Guangzhou, Peoples Republic of China        Manufacturing (Flavors and fragrances)
Jacksonville, Florida                       Manufacturing (Terpene derivatives and aroma chemicals)
Johannesburg, South Africa                  Manufacturing (Flavors, fragrances and seasonings)
Jurong, Singapore(2)                        Manufacturing (Flavors and fragrances)
London, United Kingdom                      Regional headquarters, manufacturing (Flavors and
                                              fragrances)

Long Melford, United Kingdom                Manufacturing (Spices, essential oils and seasonings)
Madras, India(3)                            Manufacturing (Flavors and fragrances)
Manila, Philippines(1)                      Manufacturing (Flavors, fragrances and seasonings)
Melbourne, Australia                        Manufacturing (Flavors, fragrances and seasonings)
Montreal, Canada                            Manufacturing (Flavors, fragrances, spices, essential oils and
                                              seasonings)
Montvale, New Jersey(1)                     Corporate administrative headquarters and technical center
Norwood, New Jersey(1)                      Manufacturing (Fragrances and essential oils)
Sydney, Australia(1)                        Manufacturing (Flavors)
Widnes, United Kingdom                      Manufacturing (Aroma chemicals)
Witham, United Kingdom                      Manufacturing (Flavors)
</TABLE>


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(1) Leased.
(2) Land is leased and buildings are owned.
(3) The Company has approximately a 70% interest in the subsidiary company which
    owns this facility.

ITEM 3.  LEGAL PROCEEDINGS

        The Company is a party to various legal proceedings arising in the
ordinary course of business. Based upon the information presently available and
the Company's evaluation of the pending proceedings and applicable enforcement
and penalty policies and practices, management believes that the adverse
determination of any such proceeding or all of them combined would not have a
material adverse effect on the Company's business or financial position or
results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.

EXECUTIVE OFFICERS OF BUSH BOAKE ALLEN INC.

        Set forth below are the names, ages and positions of the executive
officers of the Company as of March 1, 1998.

<TABLE>
<CAPTION>
            NAME                      AGE                              POSITION
            ----                      ---                              --------
  <S>                                 <C>       <C>      
  Julian W. Boyden.....................53       Chairman, President and Chief Executive Officer
  Fred W. Brown........................51       Vice President, Finance and Chief Financial Officer
  T. John Dunlea.......................52       Vice President, Asia Pacific Region
  James H. Dunsdon.....................51       Executive Vice President
  Bruce J. Edwards.....................51       Vice President, International Region
  Johannes Kleppers....................41       Vice President, Europe Region
  Ronald A. Landis.....................50       Vice President, Human Resources & Safety
  P. C. Mathew.........................47       Vice President, Aroma and Terpene Chemicals
  Kenneth M. McHugh....................46       Controller
  Dennis M. Meany......................50       Vice President, General Counsel and Secretary
  Peter A. Thorburn....................55       Vice President, Global Chemical Sales and Marketing
  Charles D. Weller....................50       Treasurer
  John R. Wright.......................51       Vice President, Commerce and Technology
</TABLE>

        Set forth below is a description of the backgrounds of the executive
officers of the Company. As used in such description, the term "Company" means
BBA or one or more of BBA's predecessors.

        Julian W. Boyden was named Chairman of the Board of Directors of the
Company effective January 1, 1997 and has been President and Chief Executive
Officer since February 1994. Mr. Boyden was a Vice President of Union Camp since
January 1991 and


                                      -9-



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the General Manager of the Company since January 1989. Mr. Boyden has been a
Director of the Company since 1994 and has been associated with the Company
since 1968.

        Fred W. Brown was named Vice President, Finance in February 1994. Mr.
Brown was Controller of the Company from January 1990 until February 1994. Mr.
Brown has been associated with the Company or Union Camp since 1971.

        T. John Dunlea has been Vice President, Asia Pacific Region since
February 1992. From February 1987 to February 1992 Mr. Dunlea was the U.K.
Natural Products Manager. Mr. Dunlea has been associated with the Company since
1969.

        James H. Dunsdon has been Executive Vice President of the Company since
August 1996. Prior to that he was Vice President, Europe Region since July 1990.
Mr. Dunsdon has been associated with the Company since 1969.

        Bruce J. Edwards has been Vice President, International Region of the
Company since December 1993. From 1980 to November 1993 Mr. Edwards was employed
as Sales Director by Borthwicks Plc, a U.K.-based producer of flavor compounds.
Mr. Edwards was previously associated with the Company from 1965 until 1980.

        Johannes Kleppers was elected Vice President, Europe Region in November
1996. From January 1995 to November 1996 he was General Manager of BBA's Flavor
Division in the United Kingdom. From 1988 to January 1995 he was Flavor Sales
Manager of such Flavor Division.

        Ronald A. Landis has been Vice President, Human Resources & Safety since
February 1997. Mr. Landis joined the Company as Director of Human Resources in
October 1996. Prior to that he was a principal with Gemini Consulting from April
1994 to September 1996. Prior to April 1994 Mr. Landis was employed by Olin
Corporation and then Sterling Drug in various Human Resources roles since 1978.

        P. C. Mathew has been Vice President, Aroma and Terpene Chemicals since
January 1994. From April 1989 to January 1994 he was Vice President,
Administration. Prior to that time he was Managing Director of BBA India. Mr.
Mathew has been associated with the Company since 1984.

        Kenneth M. McHugh was named Controller of the Company in February 1994.
From August 1986 to January 1994 he was Regional Controller for BBA's Americas
Region. Mr. McHugh has been associated with the Company or Union Camp since
1976.

        Dennis M. Meany was named Vice President, General Counsel and Secretary
in February 1994. From May 1986 to February 1994 Mr. Meany was Associate General


                                      -10-



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Counsel and Assistant Secretary of Union Camp Corporation. He has been
associated with the Company or Union Camp since 1977.

        Peter A. Thorburn has been Vice President, Global Chemical Sales and
Marketing since January 1994. From January 1992 to December 1993 he was Vice
President, International Region. From July 1990 to January 1992 he was Vice
President, with responsibility for the Middle East and Africa. From September
1981 to June 1990 he was Vice President with responsibility for Western Europe.
Mr. Thorburn has been associated with the Company since 1981.

        Charles D. Weller was named Treasurer of the Company in October 1994.
From 1988 to 1994 Mr. Weller was Assistant Treasurer of Duracell International.

        John R. Wright was named Vice President, Commerce and Technology in
January 1995. From September 1993 to December 1994 Mr. Wright was General
Manager of BBA's Flavor Division in the United Kingdom. From January 1991 until
September 1993 he was Customer Service Manager of such Flavor Division and prior
thereto Technical Manager of BBA's Europe Region. Mr. Wright has been associated
with the Company since 1973.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

        The Common Stock began trading on the New York Stock Exchange under the
symbol BOA on May 12, 1994. The following table sets forth for the fiscal
periods indicated the high and low sales prices of the Common Stock.

<TABLE>
<CAPTION>
                        1995                    1996                     1997
                --------------------   -----------------------    -------------------
                 High          Low        High          Low         High        Low
                 ----          ---        ----          ---         ----        ---
<S>             <C>          <C>        <C>            <C>         <C>         <C>
1st Quarter     $27.125      $23.375    $30.875        $26.25      27.625      24.25
2nd Quarter      31.25        26.125     28.125         24.00      30.375      25.00
3rd Quarter      30.875       28.50      24.125         20.50      34.25       28.50
4th Quarter      32.75        26.375     26.75          23.625     35.6875     26.00
</TABLE>


The approximate number of stockholders of record at December 25, 1997 was 275.

          Since its initial public offering, the Company has not declared any
dividends on its Common Stock. The Company currently intends to retain all
future earnings to finance the operations and expansion of the Company's
business.


                                      -11-



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<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

          Information in response to the disclosure requirements specified by
this Item 6 appears on page 39 of the Bush Boake Allen 1997 Annual Report and is
incorporated by reference in this Item 6.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          Information in response to the disclosure requirements specified by
this Item 7 appears in the text under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 20 to 24 of
the Bush Boake Allen 1997 Annual Report and is incorporated by reference in this
Item 7.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          Information in response to the disclosure requirements specified by
this Item 8 appears on pages 25 to 37 of the Bush Boake Allen 1997 Annual Report
and is incorporated by reference in this Item 8.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          Not applicable.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Information in response to the disclosure requirements specified by
this Item 10, with respect to (i) the directors of Bush Boake Allen Inc.,
appears under the caption "Proposal 1 - Election of Directors" on pages 1 and 2
of the Bush Boake Allen 1998 Proxy Statement and (ii) the executive officers of
Bush Boake Allen Inc., appear under the caption "Executive Officers of Bush
Boake Allen Inc." in Part I of this Form 10-K. Such information is incorporated
by reference in this Item 10.

ITEM 11.   EXECUTIVE COMPENSATION

          Information in response to the disclosure requirements specified by
this Item 11 appears under the captions "Board of Directors and Committees",
"Executive Compensation", and "Retirement Plans" on pages 2 and 3, 4 and 5, and
9 to 11 respectively, of the Bush Boake Allen 1998 Proxy Statement. Such
information is incorporated by reference in this Item 11.


                                      -12-



<PAGE>
<PAGE>


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          Information in response to the disclosure requirements specified by
this Item 12 appears under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Management as of December 25,
1997" on pages 3 to 4 of the Bush Boake Allen 1998 Proxy Statement and is
incorporated by reference in this Item 12.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Information in response to the disclosure requirements specified by
this Item 13 appears under the caption "Certain Relationships and Related Party
Transactions" on pages 11 and 12 of the Bush Boake Allen 1998 Proxy Statement
and is incorporated by reference in this Item 13.

                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

          (a) (1)      Index to financial statements

                       The following financial statements are included at the
               indicated page in the Bush Boake Allen 1997 Annual Report and are
               incorporated by reference in this Annual Report on Form 10-K:

                                                                         Page
                                                                         ----
          Consolidated Statements of Income
             For each of the three years ended
             December 25, 1997..........................................   25

          Consolidated Balance Sheets - December 25, 1997
             and 1996...................................................   26

          Consolidated Statements of Cash Flows for each of the three
             years ended December 25, 1997..............................   27


          Notes to Consolidated Financial Statements.................... 28 - 37

          Report of Independent Accountants.............................   38

          (2)  All exhibits, including those incorporated by reference.


                                      -13-



<PAGE>
<PAGE>


NO.       DESCRIPTION
---       -----------
 3.1      Articles of Incorporation of the Company (filed as Exhibit 3.1 on Bush
          Boake Allen Inc.'s Form S-1 which became effective on May 12, 1994 and
          incorporated herein by reference).

 3.2      Bylaws of the Company (filed as Exhibit 3.2. on Bush Boake Allen
          Inc.'s Form 10-Q for the quarter ended September 25, 1994 and
          incorporated herein by reference).

 4.1      Specimen Common Stock Certificate of the Company (filed as Exhibit 4.1
          on Bush Boake Allen Inc.'s Form S-1 which became effective on May 12,
          1994 and incorporated herein by reference).

10.1      Services Agreement, dated May 19, 1994, between Union Camp Corporation
          and the Company (filed as Exhibit 10.1 on Bush Boake Allen Inc.'s Form
          S-1 which became effective on May 12, 1994 and incorporated herein by
          reference).

10.2      Technology Cross-License Agreement, dated May 19, 1994, between Union
          Camp Corporation and the Company (filed as Exhibit 10.2 on Bush Boake
          Allen Inc.'s Form S-1 which became effective on May 12, 1994 and
          incorporated herein by reference).

10.3      Separation Agreement, dated May 19, 1994, between Union Camp
          Corporation and the Company (filed as Exhibit 10.3 on Bush Boake Allen
          Inc.'s Form S-1 which became effective on May 12, 1994 and
          incorporated herein by reference).

10.4      Assumption of Liabilities and Cross-Indemnification Agreement, dated
          May 19, 1994, between Union Camp Corporation and the Company (filed as
          Exhibit 10.4 on Bush Boake Allen Inc.'s Form S-1 which became
          effective on May 12, 1994 and incorporated herein by reference).

10.5      Registration Rights Agreement, dated May 19, 1994, between Union Camp
          Corporation and the Company (filed as Exhibit 10.5 on Bush Boake Allen
          Inc.'s Form S-1 which


                                      -14-



<PAGE>
<PAGE>


          became effective on May 12, 1994 and incorporated herein by
          reference).

10.6      Supply Agreement, dated May 19, 1994, between Union Camp Corporation
          and the Company (filed as Exhibit 10.6 on Bush Boake Allen Inc.'s Form
          S-1 which became effective on May 12, 1994 and incorporated herein by
          reference).

10.7      Tax Allocation Agreement, dated April 6, 1994, between Union Camp
          Corporation and the Company (filed as Exhibit 10.7 on Bush Boake Allen
          Inc.'s Form S-1 which became effective on May 12, 1994 and
          incorporated herein by reference).

10.8*     Stock Option and Stock Award Plan, as amended (filed as Exhibit 10.8
          on Bush Boake Allen's Form 10-K for the fiscal year ended December 25,
          1996 and incorporated herein by reference).

10.9*     Form Executive Severance Agreement approved by Registrant's Board of
          Directors effective December 1, 1996 (filed as Exhibit 10.10 on Bush
          Boake Allen's Form 10-K for the fiscal year ended December 25, 1996
          and incorporated herein by reference).

10.10     Form Director Indemnity Agreement approved by Registrant's Board of
          Directors on November 19, 1996 (filed as Exhibit 10.11 on Bush Boake
          Allen's Form 10-K for the fiscal year ended December 25, 1996 and
          incorporated herein by reference).

11.1      Statement re: computation of pro forma per share net income.

13.1      1997 Annual Report; except for those portions thereof that are
          expressly incorporated by reference in this Form 10-K, this exhibit is
          furnished for the information of the Commission and is not deemed to
          be filed as part of this Form 10-K.

21.1      Subsidiaries of the registrant.

23.1      Consent of Price Waterhouse LLP.


                                      -15-



<PAGE>
<PAGE>


 27       Financial Data Schedule

-----------
*  Denotes a management contract or compensatory plan or arrangement
   required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.

   (b)    Reports on Form 8-K.

   No Current Report on Form 8-K was filed by the Registrant during the
quarter ended December 25, 1997.


                                      -16-



<PAGE>
<PAGE>


                                   SIGNATURES

        PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN MONTVALE, NEW
JERSEY, ON THE 18TH DAY OF MARCH, 1998.

                                      BUSH BOAKE ALLEN INC.

                                      By /s/ Julian W. Boyden
                                        ----------------------------------
                                         JULIAN W. BOYDEN
                                         Chairman of the Board, President
                                         and Chief Executive Officer

               Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities stated below on March 18, 1998.

      Signatures                               Title
      ----------                               -----

/s/ Julian W. Boyden
-----------------------      Chairman of the Board, President and Chief
Julian W. Boyden             Executive Officer (Principal Executive Officer)

/s/ Fred W. Brown, Jr.
-----------------------      Vice President, Finance (Principal
Fred W. Brown, Jr.           Financial Officer)

/s/ Kenneth M. McHugh
-----------------------      Controller Principal Accounting
Kenneth M. McHugh            Officer)

/s/ Peter L. Acton
-----------------------      Director
Peter L. Acton

/s/ Thomas R. Crane, Jr.
-----------------------      Director
Thomas R. Crane, Jr.


                                      -17-



<PAGE>
<PAGE>



/s/ L. Robert Pfund
------------------------     Director
L. Robert Pfund

/s/ James M. Reed
------------------------     Director, Vice Chairman of the Board
James M. Reed

/s/ George J. Sella, Jr.
------------------------     Director
George J. Sella, Jr.

/s/ William H. Trice
------------------------     Director
William H. Trice


                                      -18-


<PAGE>
<PAGE>

                                  EXHIBIT INDEX

No.                                Description
----                               -----------
 3.1                               Articles of Incorporation of the Company
                                   (filed as Exhibit 3.1 on Bush Boake Allen
                                   Inc.'s Form S-1 which became effective on
                                   May 12, 1994 and incorporated herein by
                                   reference).

 3.2                               Bylaws of the Company (filed as Exhibit 3.2.
                                   on Bush Boake Allen Inc.'s Form 10-Q for
                                   the quarter ended September 25, 1994 and
                                   incorporated herein by reference).

 4.1                               Specimen Common Stock Certificate of the
                                   Company (filed as Exhibit 4.1 on Bush Boake
                                   Allen Inc.'s Form S-1 which became effective
                                   on May 12, 1994 and incorporated herein by
                                   reference).

10.1                               Services Agreement, dated May 19, 1994,
                                   between Union Camp Corporation and the
                                   Company (filed as Exhibit 10.1 on Bush Boake
                                   Allen Inc.'s Form S-1 which became effective
                                   on May 12, 1994 and incorporated herein by
                                   reference).

10.2                               Technology Cross-License Agreement, dated
                                   May 19, 1994, between Union Camp Corporation
                                   and the Company (filed as Exhibit 10.2 on
                                   Bush Boake Allen Inc.'s Form S-1 which
                                   became effective on May 12, 1994 and
                                   incorporated herein by reference).

10.3                               Separation Agreement, dated May 19, 1994,
                                   between Union Camp Corporation and the
                                   Company (filed as Exhibit 10.3 on Bush Boake
                                   Allen Inc.'s Form S-1 which became effective
                                   on May 12, 1994 and incorporated herein by
                                   reference).

10.4                               Assumption of Liabilities and
                                   Cross-Indemnification Agreement, dated May
                                   19, 1994, between Union Camp Corporation and
                                   the Company (filed as Exhibit 10.4 on Bush
                                   Boake Allen Inc.'s Form S-1 which became
                                   effective on May 12, 1994 and incorporated
                                   herein by reference).

10.5                               Registration Rights Agreement, dated May 19,
                                   1994, between Union Camp Corporation and the
                                   Company (filed as Exhibit 10.5 on Bush Boake
                                   Allen Inc.'s Form S-1 which became effective
                                   on May 12, 1994 and incorporated herein by
                                   reference).

10.6                               Supply Agreement, dated May 19, 1994, between
                                   Union Camp Corporation and the Company (filed
                                   as Exhibit 10.6 on Bush Boake Allen Inc.'s 
                                   Form S-1 which became effective on May 12, 
                                   1994 and incorporated herein by reference).

10.7                               Tax Allocation Agreement, dated April 6,
                                   1994, between Union Camp Corporation and the
                                   Company (filed as Exhibit 10.7 on

<PAGE>
<PAGE>

                                   Bush Boake Allen Inc.'s Form S-1 which became
                                   effective on May 12, 1994 and incorporated
                                   herein by reference).

10.8*                              Stock Option and Stock Award Plan, as amended
                                   (filed as Exhibit 10.8 on Bush Boake Allen's
                                   Form 10-K for the fiscal year ended December
                                   25, 1996 and incorporated herein by
                                   reference).

10.9*                              Form Executive Severance Agreement approved
                                   by Registrant's Board of Directors effective
                                   December 1, 1996 (filed as Exhibit 10.10 on
                                   Bush Boake Allen's Form 10-K for the fiscal
                                   year ended December 25, 1996 and
                                   incorporated herein by reference).

10.10                              Form Director Indemnity Agreement approved by
                                   Registrant's Board of Directors on November
                                   19, 1996 (filed as Exhibit 10.11 on Bush
                                   Boake Allen's Form 10-K for the fiscal year
                                   ended December 25, 1996 and incorporated
                                   herein by reference).

11.1                               Statement re: computation of pro forma per
                                   share net income.

13.1                               1997 Annual Report; except for those
                                   portions thereof that are expressly
                                   incorporated by reference in this Form 10-K,
                                   this exhibit is furnished for the
                                   information of the Commission and is not
                                   deemed to be filed as part of this Form
                                   10-K.

21.1                              Subsidiaries of the registrant.

23.1                              Consent of Price Waterhouse LLP.

27                                Financial Data Schedule
-----------

* Denotes a management contract or compensatory plan or arrangement required to
  be filed as exhibits pursuant to Item 14(c) of Form 10-K.



                          STATEMENT OF DIFFERENCES
                          ------------------------

The registered trademark symbol shall be expressed as.................   'r'
The trademark symbol shall be expressed as............................  'tm'




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