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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, 1998
                               -------------------------------------------------

                                       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)

<TABLE>
<S>                                                        <C>
                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)
</TABLE>

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 201-391-9870
                           -------------------------
           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                  Name of Each Exchange on
       Title of Each Class                            Which Registered
      ---------------------                       ------------------------
   <S>                                            <C>
   COMMON STOCK, $1 PAR VALUE                      NEW YORK STOCK EXCHANGE
</TABLE>

           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 March 1, 1999, 19,292,817 shares of Registrant's Common Stock, $1
par value, were outstanding. On March 1, 1999, the closing price per share for
the Common Stock listed on the New York Stock Exchange was $31.875 and the
aggregate market value of the Common Stock held by non-affiliates of the
Registrant was $195,642,917.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended December 25, 1998 (the "Bush Boake Allen 1998 Annual Report") are
incorporated by reference in Parts I, II and IV 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.

         On November 24, 1998, International Paper Company ("International
Paper") and Union Camp announced an agreement to merge through the exchange of
Union Camp stock for International Paper stock. The proposed merger is subject
to approval by International Paper and Union Camp shareholders and is expected
to close early in the second calendar quarter of 1999. If and when completed,
International Paper would become the majority shareholder of the Company.

         BBA's business is organized into two operating segments: (i) flavor
(including compound flavors, essential oils, seasonings and spice extracts) and
fragrance and (ii) aroma chemicals. In 1998, 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 products including soaps, detergents, air fresheners, cleaners, cosmetics and
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

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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 multinational consumer products manufacturers
and other fragrance and flavor compounders who use them as fragrance raw
materials. The remainder are sold to agrochemical 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 area); Europe (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 enhances 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,
1998, 1997 and 1996 appear in Note 11 of Notes to Consolidated Financial
Statements on pages 36 to 37 of the Bush Boake Allen 1998 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,


                                      -2-

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<PAGE>

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 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 primarily sold to the
food, beverage and pharmaceutical industries. They include (i) natural and
synthetic flavoring substances, (ii) process flavors, (iii) enzyme modified
dairy products and (iv) carriers. Flavors may be either sweet or savory. Sweet
flavors include the full range of fruit flavors as well as other flavors such as
vanilla, coffee, chocolate and cola. The Company's sweet flavors are used in
consumer products, including beverages, candies, baked goods, desserts and dairy
applications. Savory flavors include meat, cheese and fish flavors. The
Company's savory flavors are used in snack products, soups, prepared meals and
other processed foods. In addition to sweet and savory flavors, the Company
produces flavors for specific applications, principally in the tea, oral hygiene
and pharmaceutical industries. In 1996, 1997 and 1998, sales of flavor compounds
accounted for approximately 37%, 36% and 35%, respectively, of the Company's
total net sales.


                                      -3-

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<PAGE>

         The Company produces natural products which are sold primarily to the
food industry and consist of essential oils, natural extracts, spices, herbs 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 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 and
herbs are plant products which, due to their high content of essential oils, are
highly aromatic. Seasonings are a blend of spices, herbs, flavors, essential
oils and a carrier such as salt or flour. In each of 1996, 1997 and 1998, sales
of natural products accounted for approximately 21%, 21% and 22%, respectively,
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,
soaps and detergents 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 1996, 1997 and
1998, sales of fragrances (excluding the resale of aroma chemicals purchased
from BBA's Aroma Chemical Division) accounted for approximately 17%, 18% and
19%, 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,
BOISVELONE'TM', ANANDOL'TM' and ABBALIDE'TM'. 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 agrochemical
manufacturers for use as an intermediate in certain fungicides. In each of 1996,
1997 and 1998, sales of aroma chemicals (including the resale of aroma chemicals


                                      -4-

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<PAGE>

by BBA's Fragrance business) accounted for approximately 25%, 25% and 24%,
respectively, of the Company's total net sales.

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
1998, the Company's ten largest external aroma chemical customers accounted for
approximately 52% 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 1998, the Company's ten largest customers accounted for an
aggregate of approximately 25% of its total net sales, its three largest
customers and their affiliates accounted for approximately 6%, 4% and 3%
respectively, of its total net sales, and no other single customer accounted for
more than approximately 3% 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 43 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 Montvale. The Company
also has extensive analytical capabilities at its London and Montvale facilities
which aid in the isolation and identification of flavor and fragrance
ingredients.


                                      -5-

<PAGE>
<PAGE>

         Research and development for the Company's aroma chemicals business is
conducted principally in advanced technical centers in Widnes, United Kingdom
and Jacksonville, Florida.

         The Company spent a total of approximately $25.2 million, $23.6 million
and $22.5 million in 1998, 1997 and 1996, respectively, on research and
development activities. The Company expects these expenditures in 1999 to be
approximately $26 million.

MANUFACTURING AND DISTRIBUTION

         The major manufacturing and compounding facilities of the Company are
located in Argentina, Australia, Canada, China, India, Mexico, New Zealand,
Philippines, Singapore, South Africa, Sweden, Thailand, Turkey, 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 1997 and 1998, an
annual amount of approximately 7,000 and 6,300 tons, respectively, of terpene-
and petroleum-based aroma chemicals 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 10
million gallons per year of turpentine through high-efficiency distillation
columns. Beta pinene, one of the distillation products, is further processed to
produce a broad range of aroma chemicals including geraniol, citral,
citronellol, and ionones. The Jacksonville facility also supplies 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 51 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 56 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% and 5%, respectively, of the Company's raw
material requirements in 1997 and 1998. 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 and its principal methods of competition are
based primarily 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, 1998, the Company had 1,977 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 $2.5 million in 1998. The Company
estimates capital expenditures relating to environmental projects will be
approximately $3 million in 1999.


FORWARD-LOOKING STATEMENTS

     Statements in this Annual Report on Form 10-K (including information from
the Bush Boake Allen 1998 Annual Report incorporated herein by reference) which
are not historical are forward-looking statements that are subject to risks and
uncertainties which could cause actual results to differ materially. Such risks
and uncertainties with respect to the Company's business include general
economic conditions, customers changing flavor and/or fragrance formulations,
pricing, availability and capacity of both materials which are purchased and
products which are sold, potential disruption to operations from Year 2000
issues, the effect of the transition to the Euro and political and economic
uncertainties, currency fluctuations, devaluations and/or revaluations in the
many countries in which the Company operates. The Company assumes no duty to
update any such forward-looking information.

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 and seasonings)
Bangkok, Thailand (1)                       Manufacturing (Seasonings)
Buenos Aires, Argentina                     Manufacturing (Flavors and fragrances)
Carrollton, Texas (1)                       Manufacturing (Seasonings)
Chicago, Illinois                           Manufacturing (Flavors)
</TABLE>


                                      -8-

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<TABLE>
<S>                                         <C>
Guangzhou, Peoples Republic of China        Manufacturing (Flavors and fragrances)
Istanbul, Turkey                            Manufacturing (Flavors and seasonings)
Jacksonville, Florida                       Manufacturing (Terpene derivatives and aroma chemicals)
Johannesburg, South Africa                  Manufacturing (Flavors, fragrances and seasonings)
Jurong, Singapore(2)                        Manufacturing (Flavors and fragrances)
Knislinge, Sweden                           Manufacturing (Seasonings)
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, spices, essential oils and
                                              seasonings)
Montvale, New Jersey(1)                     Corporate administrative headquarters and technical center
Norwood, New Jersey(1)                      Manufacturing (Fragrances)
Sydney, Australia(1)                        Manufacturing (Flavors)
Widnes, United Kingdom                      Manufacturing (Aroma chemicals)
Witham, United Kingdom                      Manufacturing (Flavors)
</TABLE>

--------------
(1) Leased.
(2) Land is leased and buildings are owned.
(3) The Company has approximately a 75% 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.

                                     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.


                                      -9-

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<TABLE>
<CAPTION>
                                            1997                                 1998
                               -------------------------------      -----------------------------
                                   High               Low               High               Low
                                   ----               ---               ----               ---
<S>                              <C>                 <C>               <C>               <C>
   1st Quarter                   $27.625             $24.25            $33.875           $25.4375
   2nd Quarter                    30.375              25.00             33.00             28.00
   3rd Quarter                    34.25               28.50             33.6875           26.25
   4th Quarter                    35.6875             26.00             34.125            25.00
</TABLE>


The approximate number of stockholders of record at December 25, 1998 was 230.

           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.

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 1998 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 18 to 24 of
the Bush Boake Allen 1998 Annual Report and is incorporated by reference in this
Item 7.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           Information in response to the disclosure requirements specified by
this Item 7a appears on page 21 of the Bush Boake Allen 1998 Annual Report and
is incorporated by reference in this Item 7a.

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 1998 Annual Report
and is incorporated by reference in this Item 8.


                                      -10-

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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

         Set forth below are the names, ages and positions of the directors and
executive officers of the Company as of March 1, 1999.

<TABLE>
<CAPTION>
                  NAME                      AGE                         POSITION
                  ----                      ---                         --------
<S>                                        <C>            <C>
     Peter L. Acton.........................52            Director
     Julian W. Boyden.......................54            Chairman of the Board, President
                                                               and Chief Executive Officer
     Fred W. Brown..........................52            Vice President, Finance and Chief Financial Officer
     Chia Siang Ee..........................50            Vice President, Asia Pacific Region
     Thomas R. Crane, Jr....................58            Director
     James H. Dunsdon.......................52            Executive Vice President
     Bruce J. Edwards.......................52            Vice President, International Region
     Johannes Kleppers......................42            Vice President, Europe Region
     Ronald A. Landis.......................51            Vice President, Human Resources & Safety
     P. C. Mathew...........................48            Vice President, Aroma and Terpene Chemicals
     Kenneth M. McHugh......................47            Controller
     Dennis M. Meany........................51            Vice President, General Counsel and Secretary
     L. Robert Pfund........................62            Director
     James M. Reed..........................66            Director
     George J. Sella, Jr....................70            Director
     Peter A. Thorburn......................56            Vice President, Global Chemical Sales and Marketing
     William H. Trice.......................65            Director
     Charles D. Weller......................51            Treasurer
     John R. Wright.........................52            Vice President, Commerce and Technology
</TABLE>

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

         Peter L. Acton has been a Director of the Company since November 1994.
He is Vice President and General Manager of the Chemical Products Division of
Union Camp. Prior to December 1995, Mr. Acton was General Manager of the
Chemical Products Division of Union Camp.


                                      -11-

<PAGE>
<PAGE>

         Julian W. Boyden has been a Director, President and Chief Executive
Officer of the Company since February 1994 and was appointed to the additional
position of Chairman of the Board of the Company effective January 1, 1997.
Prior to February 1994, Mr. Boyden was a Vice President of Union Camp since
January 1991 and the General Manager of the Company since January 1989. Mr.
Boyden 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.

         Chia Siang Ee has been Vice President, Asia Pacific Region since May
1998. Prior to that he was a Senior Vice President of Albright & Wilson Asia
Pacific Pte Ltd. with various sales and general management responsibilities
since 1987. Mr. Chia was associated with Albright & Wilson from 1974 until 1998.

         Thomas R. Crane, Jr. has been a Director of the Company since June 1994
and is Chairman of the Audit Committee and a member of the Compensation
Committee. From January 1, 1987 until January 31, 1998, Mr. Crane was a
Director, President and Chief Executive Officer of Castrol North America
Holdings Inc. (a manufacturer and marketer of motor oil and other lubricants)
and also a Director of various affiliates of Castrol North America.

         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.


                                      -12-

<PAGE>
<PAGE>

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

         L. Robert Pfund has been a Director of the Company since July 1995 and
is a member of the Audit Committee and the Compensation Committee. Mr. Pfund
retired in 1993 from the position of Corporate Group Vice President of Avon
Products, Inc. (a manufacturer and marketer of fragrances and cosmetics), which
position he held since 1990. Mr. Pfund is also a Director of Techart, Inc. and a
Trustee on the Board of The Valley Hospital in Ridgewood, New Jersey.

         James M. Reed has been a Director and Vice Chairman of the Board of the
Company since February 1994. He was the Vice Chairman of the Board and the Chief
Financial Officer of Union Camp from April 1993 until June 1997 and Vice
Chairman and Chief Administrative Officer from June 1997 until his retirement
from active employment with Union Camp in November 1997. Mr. Reed is also a
Director of Martin Marietta Materials, Inc.

         George J. Sella, Jr. has been a Director of the Company since February
1994 and is Chairman of the Compensation Committee and a member of the Audit
Committee. Mr. Sella retired in March 1993 from the positions of Chairman of the
Board and Chief Executive Officer of American Cyanamid Company (a research-based
biotechnology company), which positions he held since January 1991. Mr. Sella is
a Director of The Equitable Life Assurance Society of the United States, The
Equitable Companies Incorporated, Coulter Pharmaceutical and Union Camp.

         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. Mr. Thorburn has been associated with the
Company since 1981.

         William H. Trice has been a Director of the Company since February 1994
and was Chairman of the Board of Directors of the Company from that time until
December 31, 1996. Mr. Trice was Executive Vice President of Union Camp from
1985 until his retirement from active employment on December 31, 1996.


                                      -13-

<PAGE>
<PAGE>

         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. Mr. Wright has been
associated with the Company since 1973.

         Each director's term will continue until the next Annual Meeting of
Stockholders and each officer's term will continue until the annual meeting of
the Board following the next Annual Meeting of Stockholders, in both cases
subject to resignation or other earlier termination.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

           Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission. The Company believes that all Section 16(a) filing requirements
applicable to the Company's directors and executive officers were complied with
in respect to transactions during fiscal 1998.

ITEM 11. EXECUTIVE COMPENSATION

         The following table shows information with respect to the annual and
long-term compensation for services in all capacities to the Company and its
subsidiaries during the Company's fiscal years which ended December 25, 1996,
1997 and 1998, paid or accrued to the chief executive officer and the other four
most highly compensated executive officers of the Company.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                              LONG-TERM
                                                    ANNUAL COMPENSATION                     COMPENSATION
                                   ----------------------------------------------------    ----------------
                                                                                                               ALL OTHER
                                                                           OTHER ANNUAL         AWARDS          COMPEN-
                                                                           COMPENSATION      OPTIONS/SARS        SATION
NAME AND PRINCIPAL POSITION        YEAR        SALARY($)       BONUS($)         ($)        (# OF SHARES)(2)      ($)(3)
---------------------------        ----        ---------      --------         ----        ----------------     -------
<S>                                <C>           <C>           <C>               <C>           <C>               <C>
Julian W. Boyden . . . . . . .     1998          435,000       285,900           0             35,910            17,507
  Chairman, President and          1997          410,000       255,400           0             25,740            21,897
  Chief Executive Officer          1996          380,000       205,399           0                0              20,550


James H. Dunsdon  . . . . . .      1998          259,200       103,100           0             17,880             7,887
  Executive Vice President         1997          240,000       120,800           0             12,090             3,600
                                   1996(1)       185,554        57,971           0                0               1,749
</TABLE>


                                      -14-

<PAGE>
<PAGE>

<TABLE>
<S>                                <C>           <C>           <C>               <C>           <C>               <C>
P. C. Mathew . . . . . . . . . .   1998          236,580        83,500           0              10,070            9,053
   Vice President, Aroma           1997          227,700        94,000           0               7,310           11,254
   And Terpene Chemicals           1996          220,000        88,901         64,004             0               9,900


Peter A. Thorburn . . . . . . .    1998          224,900        78,100           0               8,150            9,198
  Vice President,                  1997          217,300        94,000           0               6,570           11,892
  Chemical Sales                   1996          211,000        84,033           0                  0            11,472


Fred W. Brown, Jr. . . . . .       1998          198,500        90,000           0              8,150             6,984
  Vice President and Chief         1997          187,300        83,000           0              6,570             9,145
  Financial Officer                1996          175,000        68,892           0                0               8,682
</TABLE>

-----------

(1)  Compensation was converted into U.S. dollars from pounds sterling at a rate
     of U.S. $1.56/'L'.

(2)  1994 option awards constituted a grant for the years 1994, 1995 and 1996.

(3)  The compensation reported represents (i) Company contributions under the
     Union Camp Salaried Employees Savings and Investment Plan in 1995 and
     through June 30, 1997 and, thereafter, under its replacement, the Bush
     Boake Allen Inc. Employees Savings and Investment Plan and (ii) amounts
     imputed or credited to the named executive officer for premiums paid for
     group life insurance. The Company contributions during 1998 pursuant to the
     Employee Savings and Investment Plans were as follows: $13,610 for Mr.
     Boyden, $7,887 for Mr. Dunsdon, $7,776 for Mr. Mathew, $6,778 for Mr.
     Thorburn and $5,969 for Mr. Brown. The amounts imputed or credited for life
     insurance premiums were as follows: $3,897 to Mr. Boyden, $1,277 to Mr.
     Mathew, $2,410 to Mr. Thorburn and $1,015 to Mr. Brown.


                            OPTION/SAR GRANTS IN 1998

<TABLE>
<CAPTION>
                                        INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
                              NUMBER OF
                             SECURITIES     % OF TOTAL                                      POTENTIAL REALIZABLE VALUE AT
                             UNDERLYING    OPTIONS/SARs                                     ASSUMED ANNUAL RATES OF STOCK
                              OPTIONS/      GRANTED TO     EXERCISE(2)                  PRICE APPRECIATION FOR OPTION TERM(3)
                                SARs         EMPLOYEES       OR BASE    EXPIRATION      --------------------------------------
           NAME              GRANTED(1)       IN 1998      PRICE($/Sh)    DATE                  5%(4)           10%(5)
           ----              ----------       -------        ------         ----               ---              ---
<S>                            <C>              <C>           <C>          <C>                 <C>             <C>
Julian W. Boyden .......       35,910           14.3          28.72        5/5/08              $648,535        $1,643,601
James  H. Dunsdon ......       17,880            7.1          28.72        5/5/08               322,913           818,368
P. C. Mathew ...........       10,070            4.0          28.72        5/5/08               181,864           460,904
Peter A. Thorburn ......        8,150            3.3          28.72        5/5/08               147,189           373,026
Fred W. Brown, Jr. .....        8,150            3.3          28.72        5/5/08               147,189           373,026
</TABLE>

-----------

(1)  The options become exercisable three years from the date of grant, i.e., on
     May 5, 2001.


                                      -15-

<PAGE>
<PAGE>

(2)  The exercise price is the fair market value of the underlying stock on the
     date of the option grant.

(3)  The dollar amounts under these columns are the result of calculations at an
     annual rate of 5% and 10%, rates set by the SEC and are not intended to
     forecast possible future appreciation, if any, of Company Common Stock

(4)  Company Common Stock would be trading at $46.78 per share for the values
     shown to be realizable, an increase in stock price which would benefit all
     shareholders.

(5)  Company Common Stock would be trading at $74.49 per share for the values
     shown to be realizable, an increase in stock price which would benefit all
     shareholders.

                     AGGREGATED OPTION/SAR EXERCISES IN LAST
                FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                 NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                    VALUE       UNDERLYING UNEXERCISED             IN-THE-MONEY
                                                  REALIZED          OPTIONS/SARS AT           OPTIONS/SARS AT FISCAL
                               SHARES ACQUIRED    ---------       FISCAL YEAR-END (#)              YEAR-END ($)
            NAME               ON EXERCISE (#)       ($)       EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE(1)
            ----               ---------------       ---       -------------------------    ----------------------------
<S>                            <C>                <C>          <C>                          <C>
Julian W. Boyden .........            0               0             51,076 / 73,650             869,383 / 540,783
James H. Dunsdon .........            0               0             24,000 / 35,970             432,000 / 265,900
P. C. Mathew .............            0               0             24,000 / 23,380             432,000 / 199,559
Peter A. Thorburn ........            0               0             24,000 / 20,720             432,000 / 185,534
Fred W. Brown, Jr. .......            0               0             22,000 / 17,720             327,875 / 131,534
</TABLE>

-----------

(1)  Value is the difference between the market value of the Company's common
     stock on December 25, 1998, i.e., $34.00 per share, and the exercise price.

                                RETIREMENT PLANS

         Mr. Boyden and other named executives, except Mr. Brown, participate in
the BBA Pension Scheme and the BBA Executive Pension Scheme, as deferred
members. As of February 1997, the BBA Executive Pension Scheme was merged with
the larger BBA Pension Scheme (collectively the "BBA Pension Scheme"). The years
of pensionable service credited under the BBA Pension Scheme are 31 for Mr.
Boyden, 29 for Mr. Dunsdon, 18 for Mr. Thorburn and 14 for Mr. Mathew.

         The BBA Pension Scheme is a defined benefit arrangement, funded solely
by company contributions, and is exempt approved under the United Kingdom Income
& Corporation Taxes Act 1988. An enhanced level of benefit is granted, at the
discretion of the company, to a limited number of executives who have attained a
predetermined employment grade based primarily on the level of job
responsibility. The participants who have been granted enhanced benefits are Mr.
Boyden and the other named executives, except Mr. Brown, and three other
executives based in the United Kingdom.

         The calculation of benefits under the BBA Pension Scheme is directly
linked to pensionable service and final average compensation, which includes
base salary and bonuses (see "Summary Compensation Table" above), as well as
certain ancillary benefits in kind, received by


                                      -16-

<PAGE>
<PAGE>

the member during the 36 consecutive most highly compensated months of the 120
months preceding retirement ("Final Pensionable Salary").

         The amount of benefit provided for participating members is 1.6667% of
Final Pensionable Salary for each year, and completed months of pensionable
service, subject to the benefits payable not exceeding limits imposed by the UK
Inland Revenue regulations, which are reflected in the table shown below.

         The table shows the approximate pension payable under the BBA Pension
Scheme and assumes retirement at age 65 and Final Pensionable Salary and years
of pensionable service in the classifications indicated. Such benefits are not
subject to deduction for social security benefits or other offset amounts.


                               BBA PENSION SCHEME
                      APPROXIMATE ANNUAL PENSION AT AGE 65

<TABLE>
<CAPTION>
                                                                      YEARS OF SERVICE
                                     -----------------------------------------------------------------------------------
     FINAL PENSIONABLE SALARY             15            20             25            30             35             40
     ------------------------             --            --             --            --             --             --
<S>                                  <C>           <C>           <C>             <C>            <C>           <C>
$  100,000.....................      $  25,000     $  33,300     $   41,700      $  50,000      $  58,300     $   66,700
   200,000.....................         50,000        66,700         83,300        100,000        116,700        133,300
   300,000.....................         75,000       100,000        125,000        150,000        175,000        200,000
   400,000.....................        100,000       133,300        166,700        200,000        233,300        266,700
   500,000.....................        125,000       166,700        208,300        250,000        291,700        333,300
   600,000.....................        150,000       200,000        250,000        300,000        350,000        400,000
   700,000.....................        175,000       233,300        291,700        350,000        408,300        466,700
   800,000.....................        200,000       266,700        333,300        400,000        466,700        533,300
   900,000.....................        225,000       300,000        375,000        450,000        525,000        600,000
</TABLE>


         The calculation of the amounts shown above assumes that employees
remain in service of the company until age 65 and that the BBA Pension Scheme
continues in its present form. The employee receives the benefit shown for life
and a surviving spouse receives a benefit of fifty percent of such amount for
life following the employee's death after retirement.

         The Pension Plan for Eligible Employees of BBA in the United States
(the "Retirement Plan") in which Messrs. Boyden, Brown, Dunsdon, Mathew and
Thorburn participate is a defined benefit plan and is funded solely by Company
contributions. The calculation of benefits under the Retirement Plan is based
upon final average earnings. Final average earnings are determined by dividing
by five the sum of all compensation, including base salary and bonuses (see
"Summary Compensation Table", above), as well as any ancillary benefits in kind
and certain vacation payments, received by the member during the 60 consecutive
most highly compensated months of the 120 months preceding retirement (the
"Final Average Earnings"). The amount of the retirement benefit provided to a
participating employee under the Retirement Plan equals the product of the sum
of 1.05% of the participating employee's Final Average Earnings plus .45% of
those Final Average Earnings in excess of the average applicable Social Security
wage base at the date of retirement, multiplied by the number of years of
credited service of the employee with the Company. Benefits under the Retirement
Plan are not subject to any deduction for Social Security benefits or other
offset amounts. To the extent that retirement benefits payable exceed


                                      -17-

<PAGE>
<PAGE>

limitations imposed by the Internal Revenue Code of 1986, as amended (the
"Code"), with respect to payments from tax qualified trusts, such excess amounts
will not be paid from a qualified trust fund, but will be paid by the Company
under its supplemental retirement plan on an unfunded basis out of its general
assets.

         The following table shows the approximate annual pension payable under
the Retirement Plan to Messrs. Boyden, Brown, Dunsdon, Mathew and Thorburn
assuming retirement at age 65 and Final Average Earnings and years of service in
the classifications indicated.


                               BBA RETIREMENT PLAN
                      APPROXIMATE ANNUAL PENSION AT AGE 65

<TABLE>
<CAPTION>
                                                                    YEARS OF SERVICE
                               ------------ ------------- ------------ ------------ -----------------------------------
   FINAL AVERAGE EARNINGS          10            15           20           25           30          35            40
   ----------------------          --            --           --           --           --          --            --
<S>                            <C>          <C>           <C>          <C>          <C>          <C>          <C>
$  100,000...................  $   13,500   $   20,300    $   27,000   $   33,800   $  40,500    $  47,300    $  54,000
   200,000...................      28,500       42,800        57,000       71,300      85,500       99,800      114,000
   300,000...................      43,500       65,300        87,000      108,800     130,500      152,300      174,000
   400,000...................      58,500       87,800       117,000      146,300     175,500      204,800      234,000
   500,000...................      73,500      110,300       147,000      183,800     220,500      257,300      294,000
   600,000...................      88,500      132,800       177,000      221,300     265,500      309,800      354,000
   700,000...................     103,500      155,300       207,000      258,800     310,500      362,300      414,000
   800,000...................     118,500      177,800       237,000      296,300     355,500      414,800      474,000
   900,000 ..................     133,500      200,300       267,000      333,800     400,500      467,300      534,000
</TABLE>


         The calculation of the amounts shown above assumes that these
executives remain in the service of the Company until age 65, that the
retirement programs are continued in their present form and that each of them
receives the benefits in the form of a single life annuity. As of December 25,
1998, Messrs. Boyden and Thorburn were each credited with 4 years, Mr. Mathew
credited with 3 years, Mr. Dunsdon credited with 2 years, and Mr. Brown credited
with 27 years, of vested service under the Retirement Plan.

RELOCATION RETIREMENT PLAN

           The Bush Boake Allen Inc. Relocation Retirement Income Plan for
Executives (the "Relocation Plan"), in which Messrs. Boyden, Dunsdon, Mathew and
Thorburn participate, is a non-qualified defined benefit plan funded solely by
Company contributions. The Relocation Plan is designed, in part, to provide
participants who have worked for the Company outside the United States, and who
then transferred to the Company in the United States, with pension benefits
calculated as if they worked for their entire careers in the United States.

           Benefits under the Relocation Plan equal (1) the amount that a
covered participant would have received under the Retirement Plan (without
regard to limitations imposed by the Code) had the participant served all years
of employment with the Company in the United States, minus (2) the participant's
actual benefits payable at retirement under the Retirement Plan (without regard
to limitations imposed by the Code) and the BBA Pension Scheme. Benefits


                                      -18-

<PAGE>
<PAGE>

payable under the Relocation Plan will be paid by the Company on an unfunded
basis out of its general assets, and will be paid at the same time and in the
same form as the participant is paid under the Retirement Plan.

         Messrs. Boyden, Dunsdon, Mathew and Thorburn were granted,
respectively, 26.5, 27.4, 11.2 and 13.5 years of foreign service for purposes of
the Relocation Plan.

         The estimated annual benefits payable under the Relocation Plan upon
retirement at age 65 to Messrs. Boyden and Dunsdon are, respectively, $169,397
and $32,436. Estimated payments to Messrs. Mathew and Thorburn are zero. This
calculation assumes that the participants remain in service with the Company
until age 65 at their present compensation and that the Relocation Plan,
Retirement Plan and BBA Pension Scheme all continue in their present forms.


DIRECTOR COMPENSATION

         Directors are reimbursed for their expenses associated with each
meeting. The directors who are not employees of the Company or Union Camp
("eligible directors") received as compensation for their services in 1998 an
annual retainer of $15,000 and fees of $1,000 for each Board meeting and $750
for each Committee meeting attended. In addition, a $1,000 annual retainer is
paid to each of the two Committee Chairpersons and a stock option grant was made
to eligible directors in 1998 with an expected value of $10,000 as determined
using a version of the Black-Scholes formula. In 1998, the Board of Directors
held four meetings, the Compensation Committee three meetings and the Audit
Committee two meetings.


EXECUTIVE OFFICER AGREEMENTS

         The discussion set forth below includes summaries of significant terms
of various agreements between the Company and certain of the Company's executive
officers.

         As partial consideration for Mr. Dunsdon's, acceptance of his current
position which required relocation to the United States, the Company agreed that
if his employment is terminated during the initial three years after relocation
(other than for voluntary resignation, retirement, death or disability) he would
receive twelve months salary in lieu of notice.

         The individuals named in the Summary Compensation Table and six other
executive officers have executed individual severance agreements with the
Company which provide that if, following a "change in control" of the Company or
Union Camp, the Company terminates the executive's employment without "cause"
(other than for disability) or the executive terminates his employment for "good
reason" (as such terms are defined in the severance agreements), the executive
will receive from the Company as a severance benefit a lump sum payment equal to
two and one-half times the sum of such executive's annual salary and two and
one-half times the amount of his normal bonus opportunity (as such term is
defined in the severance agreements). A "change in control" is defined generally
to include significant changes in the stock ownership or board of directors of
the Company or Union Camp, or either's dissolution. "Good reason" is defined
generally to include certain reductions in duties or reporting responsibilities,
certain unapproved relocations, certain reductions in compensation or benefits
and material breaches of


                                      -19-

<PAGE>
<PAGE>

the agreement by the Company. "Cause" is defined generally to cover certain
failures to perform duties to the Company or willfully engaging in conduct
injurious to the Company. An executive officer would also be entitled to
continue to receive certain benefits for thirty months. The Company will also
make an additional payment to the executive to ensure that the components of the
severance benefit described above that are multiples of salary and bonus will
not be subject to net reduction due to the imposition of excise taxes under
section 4999 of the Code. The individual severance agreements provide for the
distribution to the executives of their benefits under the Company's
supplemental retirement plan promptly following both a change in control of the
Company or Union Camp and termination, as noted above.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                        SECURITY OWNERSHIP OF MANAGEMENT
                             AS OF DECEMBER 25, 1998

<TABLE>
<CAPTION>
                                               AMOUNT AND NATURE OF BENEFICIAL
                                                          OWNERSHIP
                                          -----------------------------------------
                                               BBA                         UCC
                                          -------------    PERCENT     ------------       PERCENT
       NAME OF BENEFICIAL OWNER           COMMON (1)(2)    OF CLASS    COMMON(3)(4)       OF CLASS
       ------------------------           -------------    --------    ------------       --------
<S>                                       <C>              <C>         <C>                <C>
Peter L. Acton .......................         1,900           *           12,000            *
Julian W. Boyden .....................        56,076           *            1,550            *
Fred W. Brown, Jr. ...................        23,150           *            3,820            *
Thomas R. Crane, Jr. .................         3,200           *                0            *
James H. Dunsdon .....................        24,000           *                0            *
P. C. Mathew .........................        28,000           *            5,600            *
L. Robert Pfund ......................         2,700           *                0            *
James M. Reed ........................         5,710           *          155,596            *
George J. Sella, Jr. .................         4,200           *            3,716            *
Peter A. Thorburn ....................        24,800           *            5,649            *
William H. Trice .....................        11,700           *          106,777            *
Directors & Executive Officers as a
Group (19 Persons) ...................       251,615          1.3         296,876            *
</TABLE>

-----------

* Less than one percent of the BBA common shares outstanding and less than one
percent of the Union Camp common stock outstanding.

(1) BBA common stock.

(2) The shares shown as beneficially owned include the number of shares of BBA
    common stock that directors and executive officers had the right to acquire
    within 60 days after December 25, 1998 pursuant to unexercised options under
    BBA stock option plans as follows: 51,076 shares for Mr. Boyden, 22,000
    shares for Mr. Brown, 24,000 shares for Mr. Dunsdon, 24,000 shares for Mr.
    Mathew, 24,000 shares for Mr. Thorburn, 700 shares for Mr. Crane, 700 shares
    for Mr. Pfund, 710 shares for Mr. Reed, 700 shares for Mr. Sella, 700 shares
    for Mr. Trice and 211,665 shares for all directors and executive officers as
    a group (19 persons).

(3) Union Camp common stock.


                                      -20-

<PAGE>
<PAGE>

(4) The shares shown as beneficially owned include the number of shares of Union
    Camp common stock that directors and executive officers had the right to
    acquire within 60 days after December 25, 1998 pursuant to unexercised
    options under Union Camp stock option plans as follows: 12,000 shares for
    Mr. Acton, 2,950 shares for Mr. Brown, 5,600 shares for Mr. Mathew, 5,600
    shares for Mr. Thorburn, 115,119 shares for Mr. Reed, 1,200 shares for Mr.
    Sella, 94,829 shares for Mr. Trice and 237,798 for all directors and
    executive officers as a group (19 persons). The shares shown include 1,210
    shares held in a family trust by Mr. Trice in which he is a trustee.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         To the knowledge of the Company, and based on a review of filings on
Schedule 13G and Schedule 13D in February 1999 with the Securities and Exchange
Commission, no person or group owned beneficially more than five percent of the
outstanding Common Stock of the Company except as follows:

<TABLE>
<CAPTION>
     TITLE OF           NAME AND ADDRESS OF          AMOUNT AND NATURE OF      PERCENT OF
      CLASS              BENEFICIAL OWNER           BENEFICIAL OWNERSHIP(1)       CLASS
     --------           -------------------         -----------------------    ----------
<S>                  <C>                            <C>                        <C>
     Common          Union Camp Corporation(2)             13,150,000             68.19
                         1600 Valley Road
                         Wayne, N.J. 07470
</TABLE>

-----------

(1) As used in this Form 10-K, "beneficially owned" or words of similar import
    mean the sole or shared power to direct the voting of a security or the sole
    or shared power to direct the disposition of a security.

(2) Union Camp owns these shares through its wholly-owned subsidiary, Union Camp
    Patent Holdings, Inc.

As previously referred to, Union Camp is expected to merge with and into
International Paper at approximately the beginning of the second calendar
quarter of 1999. If and when completed, International Paper would become the
beneficial owner of the shares of the Company currently owned by Union Camp.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH PRINCIPAL STOCKHOLDER

         The Company and Union Camp have entered into various agreements
described below which initially provided for the transition of the Company from
a wholly-owned subsidiary of Union Camp to a public company and which govern
certain ongoing relationships between the Company and Union Camp.

         Services Agreement. Prior to the initial public offering of the
Company's Common Stock, Union Camp provided to the Company certain
administrative services, including treasury activities, employee benefit
administration, human resource administration, environmental, tax,


                                      -21-

<PAGE>
<PAGE>

risk management, legal, accounting, safety and health administration,
transportation logistics, corporate communication and research and development
activities. The Company has a Services Agreement with Union Camp under which
Union Camp agreed to continue to make these services available to the Company.
Union Camp or BBA may terminate any or all of the services covered by the
Services Agreement upon ninety days prior written notice. The obligations of
Union Camp under the Services Agreement are subject to the reasonable demands
and requirements of the Company's ongoing operations. Union Camp may provide for
independent subcontractors to perform the work if it is unable to do so itself.
The rates charged by Union Camp to the Company approximate the fair market value
of the services to be provided by the Company. The only services agreement which
has been terminated through the end of 1998 relates to the provision of research
and development services.

         Technology Agreement. Union Camp and BBA have each granted (or caused
one or more of their subsidiaries to grant) to each other an irrevocable,
non-exclusive, royalty-free license to use their respective patents, patent
applications, know-how and trademarks that are used or useful in their
respective businesses.

         Supply Agreement. The Company and Union Camp have a Supply Agreement
relating to the terms and conditions pursuant to which the Company will purchase
turpentine from Union Camp as well as the procurement of turpentine by Union
Camp from other sources for sale to the Company, in each case at approximately
fair market value.

         Tax Allocation Agreement. The Company has a tax allocation agreement
with Union Camp. Under terms of this agreement Union Camp and the Company agree
to mutually indemnify each other against potential claims, assessments or
adjustments made by any taxing authority with respect to any tax position taken
by the Company or Union Camp for periods prior to the initial public offering of
the Company's common stock.

         Cross-Indemnification Agreement. The Company and Union Camp have an
agreement whereby each party will indemnify the other party against liabilities
relating to the business of the indemnifying party as it has been conducted
prior to the initial public offering of the Company's common stock, including
Union Camp's agreement to indemnify the Company against all liabilities relating
to the operations and business of the Company's Jacksonville facility at any
time up to and including December 31, 1986, after which date the Jacksonville
facility was operated as part of BBA.

         Registration Rights Agreement. The Company and Union Camp have a
Registration Rights Agreement pursuant to which the Company has granted certain
registration rights to Union Camp and certain of its affiliates with respect to
the shares of Common Stock of the Company owned by Union Camp or acquired by any
such affiliate from Union Camp following the public offering of Company Common
Stock. In the event that the Company proposes to register any of its shares of
Common Stock for sale under the Securities Act of 1933, as amended (the
"Securities Act"), Union Camp is entitled to require the Company to include all
or a portion of the shares of Common Stock of the Company held by Union Camp or
its affiliates, subject to the restrictions set forth in the Registration Rights
Agreement. Union Camp also has the right to require that the Company register
all or a portion of the Common Stock of the Company held by Union Camp or its
affiliates for sale under the Securities Act up to three times, subject to the
terms of the Registration Rights Agreement. The Company's obligations are
subject to limitations relating to


                                      -22-

<PAGE>
<PAGE>

a minimum number of shares of Common Stock of the Company required for any such
registration, the timing of registration and other similar matters. The Company
is obligated to pay all expenses incidental to any such registration, excluding
underwriters' discounts and certain legal fees and expenses. The Company has
agreed to indemnify Union Camp for certain liabilities, including liabilities
under the Securities Act, in connection with any such registration. Under the
Registration Rights Agreement, Union Camp and certain of its affiliates have the
right to transfer their respective rights to a transferee other than pursuant to
a public offering.


                                     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
            pages in the Bush Boake Allen 1998 Annual Report and are
            incorporated by reference in this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
           Consolidated Statements of Income and
              Comprehensive Income for each of the
               three years ended December 25, 1998.......................    25

           Consolidated Balance Sheets - December 25, 1998
              and 1997...................................................    26

           Consolidated Statements of Cash Flows for each of the three
              years ended December 25, 1998..............................    27

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

           Report of Independent Accountants.............................    38
</TABLE>


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

<TABLE>
<CAPTION>
 NO.              DESCRIPTION
----              ------------
<S>               <C>
 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).
</TABLE>

                                      -23-

<PAGE>
<PAGE>

<TABLE>
<S>               <C>
 3.2              Bylaws of the Company, as amended.

 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).
</TABLE>


                                      -24-

<PAGE>
<PAGE>

<TABLE>
<C>               <C>
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 Inc.'s Form 10-K for the
                  fiscal year ended December 25, 1996 and incorporated herein by
                  reference).

10.9*             Directors' Stock Option Plan (filed as Exhibit B to Bush Boake
                  Allen Inc.'s 1998 Proxy Statement and incorporated herein by
                  reference).

10.10*            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).

10.11             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).

10.12*            Bush Boake Allen Inc. Relocation Retirement Income Plan for
                  Executives.

11.1              Statement re: computation of per share net income.

13.1              1998 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 PricewaterhouseCoopers LLP.

27                Financial Data Schedule
</TABLE>

-----------


                                      -25-

<PAGE>
<PAGE>

*   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, 1998.


                                      -26-

<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, 1999.

                                            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, 1999.

<TABLE>
<CAPTION>
           Signatures                                Title
           ----------                                -----
<S>                                   <C>
 /s/ Julian W. Boyden                 Chairman of the Board, President and Chief
-------------------------             Executive Officer (Principal Executive
Julian W. Boyden                      Officer)


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


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


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


 /s/ Thomas R. Crane, Jr.             Director
-------------------------
Thomas R. Crane, Jr.
</TABLE>


                                      -27-

<PAGE>
<PAGE>

<TABLE>
<S>                                   <C>
 /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
</TABLE>


                                      -28-

<PAGE>
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 NO.              DESCRIPTION
----              ------------
<S>               <C>
 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, as amended.

 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
</TABLE>

<PAGE>
<PAGE>

<TABLE>
<S>               <C>
                  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*             Directors' Stock Option Plan (filed as Exhibit B to Bush Boake
                  Allen Inc.'s 1998 Proxy Statement and incorporated herein by
                  reference).

10.10*            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).

10.11             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).

10.12*            Bush Boake Allen Inc. Relocation Retirement Income Plan for
                  Executives.

11.1              Statement re: computation of per share net income.

13.1              1998 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 PricewaterhouseCoopers LLP.

27                Financial Data Schedule
</TABLE>

-----------

*   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 trademark symbol shall be expressed as.................................'TM'

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

The British pound sterling sign shall be expressed as.......................'L'



<PAGE>