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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 [FEE REQUIRED]

     For the fiscal year ended               December 25, 1996
                                ------------------------------------------------
                                       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 March 1, 1997, 19,222,200 shares of Registrant's Common Stock, $1 par
value, were  outstanding.  On March 1, 1997, 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 $25.125 and the  aggregate  market value of the Common Stock
held by non-affiliates of the Registrant was $152,438,400.

                      DOCUMENTS INCORPORATED BY REFERENCE
        Portions of Registrant's  Annual Report to  Stockholders  for the fiscal
year ended  December  25, 1996 (the "Bush Boake Allen 1996 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, 1997 (the
"Bush Boake Allen 1997 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 1996, flavor and fragrance and aroma chemicals accounted for
approximately 80% and 20%,  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 41 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,
1996,  1995  and 1994  appear  in Note 12 of  Notes  to  Consolidated  Financial
Statements  on pages 35 to 37 of the Bush Boake Allen 1996 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 1994,  1995 and 1996,  sales of  flavor  compounds
accounted for  approximately  38%, 37% and 37%,  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 compounding




                                      -3-




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<PAGE>

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 1994, 1995 and 1996,  sales of natural
products  accounted for  approximately  17%, 21% and 21%,  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, 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 new
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 1994,  1995  and  1996,  sales  of  fragrances
(excluding  the resale of aroma  chemicals  purchased  from BBA's Aroma Chemical
Division)  accounted for approximately  18%, 17% and 17%,  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  15% 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 1994, 1995 and 1996, sales of
aroma  chemicals  (including  the resale of aroma  chemicals by BBA's  Fragrance
business)  accounted for approximately  27%, 25% and 25%,  respectively,  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
1996, 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 1996, 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 3%
respectively, of its total net sales, and no other single customer accounted for
more than 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 37 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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<PAGE>

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

               The Company spent a total of approximately  $22.5 million,  $19.9
million and $18.5 million in 1996, 1995 and 1994, respectively,  on research and
development  activities.  The Company expects these  expenditures to increase in
1997 to an aggregate of approximately $24 million.

Manufacturing and Distribution

               The major manufacturing and compounding facilities of the Company
are located in Australia,  Canada, China, India, New Zealand,  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 1995 and
1996,   an  annual   amount  of   approximately   6,000  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 56 sales
offices in 40 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 61 sales  facilities  around the world stock
inventory of the Company's products.

Raw Material Purchases; Suppliers

               The Company  purchases  more than 1,000  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 1995 and 1996. 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,  1996,  the  Company  had  2,103  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 $0.8 million in 1996. In addition,
the Company estimates capital  expenditures  relating to environmental  projects
will be approximately $1.5 million in 1997.

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>
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)
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>

----------
(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.




                                      -8-



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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, 1997.

<TABLE>
<CAPTION>

                      Name            Age                   Position
                      ----            ---                   --------
        <S>                           <C>  <C>
        Julian W. Boyden ..........   52   Chairman, President and Chief Executive Officer
        Fred W. Brown .............   50   Vice President, Finance and Chief Financial Officer
        T. John Dunlea ............   51   Vice President, Asia Pacific Region
        James H. Dunsdon ..........   50   Executive Vice President
        Bruce J. Edwards ..........   50   Vice President, International Region
        Johannes Kleppers .........   40   Vice President, Europe Region
        John J. Lawless ...........   63   Vice President, Human Resources & Safety
        P. C. Mathew ..............   46   Vice President, Aroma and Terpene Chemicals
        Kenneth M. McHugh .........   45   Controller
        Dennis M. Meany ...........   49   Vice President, General Counsel and Secretary
        Peter A. Thorburn .........   54   Vice President, Chemical Sales
        Charles D. Weller .........   49   Treasurer
        John R. Wright ............   50   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 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.




                                      -9-




<PAGE>
 
<PAGE>

        Fred W. Brown was named Vice  President,  Finance in February  1994. Mr.
Brown was Controller of the Company from January 1990 until February 1994.  From
1978 to January 1990 he was Controller of Union Camp's kraft  linerboard mill in
Prattville,  Alabama.  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.
From February 1987 to June 1990 he was Business Manager of the Flavors Division.
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.

        John J. Lawless has been Vice President,  Human Resources & Safety since
December 1978. Mr. Lawless has been associated with the Company since 1954.

        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.

        Peter A. Thorburn has been Vice President,  Chemical Sales 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



                                      -10-



<PAGE>
 
<PAGE>

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>

                                   1994                1995                 1996
                             ---------------     ----------------    -----------------
                              High      Low       High      Low       High      Low
                              ----      ---       ----      ---       ----      ---
<S>                          <C>       <C>        <C>       <C>       <C>       <C>  
1st Quarter                    --        --       $27.125   $23.375   $30.875   $26.25

2nd Quarter  (In 1994,       $17.75    $15.25      31.25     26.12     28.125    24.00
from May 12, 1994)

3rd Quarter                   22.00     17.00      30.875    28.50     24.125    20.50

4th Quarter                   25.375    19.625     32.75     26.375    26.75     23.625

</TABLE>


The approximate number of stockholders of record at December 25, 1996 was 327.

        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  1996  Annual  Report and is
incorporated by reference in this Item 6.



                                      -11-


<PAGE>
 
<PAGE>



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 1996 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 1996 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 1997 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 to 3, 4 to 5, and 9
to 11  respectively,  of  the  Bush  Boake  Allen  1997  Proxy  Statement.  Such
information is incorporated by reference in this Item 11.

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, 1996" on pages
3 to 4 of the Bush Boake  Allen  1997 Proxy  Statement  and is  incorporated  by
reference in this Item 12.




                                      -12-



<PAGE>
 
<PAGE>

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 to 13 of the Bush Boake Allen 1997 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  1996  Annual  Report  and are
        incorporated by reference in this Annual Report on Form 10-K:

<TABLE>
<CAPTION>

                                                                 Page
                                                                 ----
        <S>                                                       <C>
        Consolidated Statements of Income
           for the three years ended
           December 25, 1996 ...................................  25

        Consolidated Balance Sheets - December 25, 1996
           and 1995 ............................................  26

        Consolidated Statements of Cash Flows for the three
           years ended December 25, 1996 .......................  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
---                          -----------
<C>                          <S>
*   3.1      Articles of Incorporation of the Company.
**  3.2      Bylaws of the Company.
*   4.1      Specimen Common Stock Certificate of the Company.
*  10.1      Services Agreement, dated May 19, 1994, between Union
               Camp Corporation and the Company.

</TABLE>



                                      -13-



<PAGE>
 
<PAGE>




<TABLE>
<CAPTION>
No.                          Description
---                          -----------
<C>                          <S>
* 10.2       Technology Cross-License Agreement, dated May 19, 1994, between
               Union Camp Corporation and the Company.

* 10.3       Separation Agreement, dated May 19, 1994, between Union Camp
               Corporation and the Company.

* 10.4       Assumption of Liabilities and Cross-Indemnification Agreement,
               dated May 19, 1994, between Union Camp Corporation and the
               Company.

* 10.5       Registration Rights Agreement, dated May 19, 1994, between Union
               Camp Corporation and the Company.

* 10.6       Supply Agreement, dated May 19, 1994, between Union Camp
               Corporation and the Company.

* 10.7       Tax Allocation Agreement, dated April 6, 1994, between Union Camp
               Corporation and the Company.

  10.8       Stock Option and Stock Award Plan, as amended.

* 10.9       Employment Agreement, dated April 11, 1994, between the Company and
               Julian Boyden.

  10.10      Form Executive Severance Agreement approved by Registrant's Board
               of Directors effective December 1, 1996.

  10.11      Form Director Indemnity Agreement approved by Registrant's Board of
               Directors on November 19, 1996.

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

  13.1       1996 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

</TABLE>

-----------

*   Incorporated by reference to identically numbered exhibits filed in response
    to Item 16(a),  "Exhibits" of the Company's Registration Statement Form S-1,
    as amended (File No. 33-76180), which became effective May 12, 1994.

**  Incorporated by reference to Exhibit 3(ii)(b) filed in response to Item 6(a)
    "Exhibits  and  Reports  on Form 8-K" of the  Company's  Form 10-Q (File No.
    1-(3030), for the quarterly period ended September 25, 1994.

        (b)    Reports on Form 8-K.



                                      -14-




<PAGE>
 
<PAGE>

        No  Current  Report on Form 8-K was filed by the  Registrant  during the
quarter ended December 25, 1996.



                                      -15-



<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 19TH DAY OF MARCH, 1997.

                              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 19, 1997.

<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>



                                      -16-



<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>



                                      -17-








<PAGE>
 
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

No.            Description                                                           Page
---            -----------                                                           ----
<C>            <S>                                                                   <C>
*  3.1         Articles of Incorporation of the Company.

** 3.2         Bylaws of the Company.

*  4.1         Specimen Common Stock Certificate of the Company.

* 10.1         Services Agreement, dated May 19, 1994, between Union Camp
                 Corporation and the Company.

* 10.2         Technology Cross-License Agreement, dated May 19, 1994, between
                 Union Camp Corporation and the Company.

* 10.3         Separation Agreement, dated May 19, 1994, between Union Camp
                 Corporation and the Company.

* 10.4         Assumption of Liabilities and Cross-Indemnification Agreement,
                 dated May 19, 1994, between Union Camp Corporation and the
                 Company.

* 10.5         Registration Rights Agreement, dated May 19, 1994, between Union
                 Camp Corporation and the Company.

* 10.6         Supply Agreement, dated May 19, 1994, between Union Camp
                 Corporation and the Company.

* 10.7         Tax Allocation Agreement, dated April 6, 1994, between Union Camp
                 Corporation and the Company.

  10.8         Stock Option and Stock Award Plan, as amended.

* 10.9         Employment Agreement, dated April 11, 1994, between the Company
                 and Julian Boyden.

  10.10        Form Executive Severance Agreement approved by Registrant's Board
                 of Directors effective December 1, 1996.

  10.11        Form Director Indemnity Agreement approved by Registrant's Board
                 of Directors on November 19, 1996.

  11.1         Statement re: computation of pro forma per share net income. 1996
                 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

</TABLE>


-----------

*    Incorporated  by  reference  to  identically  numbered  exhibits  filed  in
     response to Item 16(a),  "Exhibits" of the Company's Registration Statement
     Form S-1, as amended (File No.  33-76180),  which became  effective May 12,
     1994.

**   Incorporated  by  reference to Exhibit  3(ii)(b)  filed in response to Item
     6(a)  "Exhibits and Reports on Form 8-K" of the  Company's  Form 10-Q (File
     No. 1-(3030), for the quarterly period ended September 25, 1994.




<PAGE>

<PAGE>


                                GRAPHIC APPENDIX
                                ----------------

The paper format Annual Report corresponding to Exhibit 13.1 filed herein
includes the graphic material described below.

On the inside front cover
-------------------------

A map of the world with Bush Boake Allen locations indicated.


Graphs expressing sale in millions:

     American Region
          1994 - 93
          1995 - 108
          1996 - 116


     European Region
          1994 - 89
          1995 - 103
          1996 - 108

     Asia Pacific Region
          1994 - 65
          1995 - 73
          1996 - 79


     International Region
          1994 - 46
          1995 - 53
          1996 - 55


     Aroma Chemicals
          1994 - 83
          1995 - 88
          1996 - 92


<PAGE>

<PAGE>

Graphs expressing 1996 worldwide sales by end use:

     Bush Boake Allen
          Aroma Chemicals - 25%
          Fragrance       - 17%
          Flavor          - 58%


     The World Market
          Aroma Chemicals - 16%
          Fragrance       - 31%
          Flavor          - 53%


Graphs expressing 1996 worldwide sales by category:
     BBA Flavors
          Oral Hygiene           -  3%
          Other                  -  7%
          Beverages              - 19%
          Confectionary/Bakery   - 23%
          Dairy/Ice Cream        - 11%
          Snacks/Processed Foods - 37%


     BBA Fragrances
          Colognes/Perfumes       -  8%
          Cosmetics/Toiletries    - 23%
          Soaps/Detergents        - 30%
          Cleaners/Air Fresheners - 39%


     BBA Aroma Chemicals
         Intermediates -  2%
         Agrichemicals - 18%
         Fragrances    - 80%


<PAGE>

<PAGE>

On page 1
---------

A graph that visually approximates sales in millions from 1992 through 1996.


A graph that visually approximates earnings in millions from 1992 through 1996.


On page 3
---------

A photo of William H. Trice and Julian W. Boyden accompanied by the caption
"At the regular August 1996 meeting of Bush Boake Allen's Board of Directors Mr.
William H. Trice announced his decision to retire as Chairman, effective
December 31, 1996. Mr. Julian W. Boyden, President and Chief Executive Officer
was elected to the additional position of Chairman of the Board, succeeding Mr.
Trice, effective January 1st 1997."


On page 4
---------

A pie chart expressing percent of total company flavor and fragrance sales in
the American region as 25% and 8% respectively.

A promotional product photo accompanied by the caption "Bush Boake Allen flavors
help add strong consumer taste appeal to a wide variety of popular food
products."


<PAGE>

<PAGE>


On page 5
---------

Various promotional product photos.


On page 6
---------

A promotional product photo accompanied by the caption "Fragrances compounded
by BBA are increasingly employed in popular cosmetic and personal care products
(right)."

A promotional product photo accompanied by the caption "BBA is one of the
world's largest producers of high quality vanilla and vanilla based flavors
used in premium consumer products (above)."

A promotional product photo accompanied by the caption "Household products
comprise a growing major market for BBA fragrances."


On page 7
---------

A pie chart expressing total company flavor and fragrance sales in the Europe
region as 24% and 5% respectively.

A promotional product photo accompanied by the caption "Bush Boake Allen flavors
help a wide variety of beverages bring good taste to life. (right)."


<PAGE>

<PAGE>

On page 8
---------

Two promotional product photos, one in which is accompanied by the caption
"Pleasant memories are often associated with a specific flavor or the taste of
a particular food. (below)."

A caption referring to promotional product photos on page 9 reading "Household
products and cleaners comprise a large growing market for BBA fragrances.
(facing page)."


On page 9
---------

Various promotional product photos.


On page 10
----------

A pie chart expressing total percent of company flavor and fragrance sales in
the Asia Pacific region as 17% and 5% respectively.

A promotional photo accompanied by the caption "The company's new flavor and
fragrance plant is now in production in Guangzhou, China. (above)."

A caption referring to various promotional product photos on page 11 reading
"Indonesia, is a growing market for BBA natural products and seasonings as
consumption of snack foods continues to rise. (facing page)"

<PAGE>

<PAGE>

On page 11
-----------

Various promotional product photos.


On page 12
-----------

Three promotional product photos accompanied by the caption "A wide variety of
convenience food, confections and beverages  comprise strong markets for BBA
flavors and seasonings throughout the Asia Pacific Region."


On page 13
----------

A pie chart expressing total company flavor and fragrance sales in the
international region as 12% and 4% respectively.

A promotional product photo accompanied by the caption "Polish school children
enjoy some yogurt containing a BBA flavor during a pause in class. (right)."


On page 14
----------

Three promotional product photos accompanied by the caption "Rising living
standards and greater freedom seem to go hand in hand with increasing demand for
processed convenience foods and beverages as well as attractively fragranced
products that please consumers."


<PAGE>

<PAGE>

On page 15
----------

Various promotional product photos.


On page 16
----------

A pie chart expressing total company sales of aroma chemicals as 20%.

A promotional photo accompanied by the caption "A new distillation column is
part of the recently completed expansion at Jacksonsville. (above)."

A promotional product photo accompanied by the caption "Fabric softeners often
contain a fragrance based upon a BBA aroma chemical. (right)."

A caption referring to various promotional product photos on page 17 reading
"Terpene hydrocarbons produced during distillation of terpentine are a source
of pine oil widely used in household cleaners. (facing page)."


<PAGE>

<PAGE>

On page 17
----------

Various promotional product photos.


On page 18
----------

A graph expressing research and development expenditures in millions:
                           1994 - 18.5
                           1995 - 19.9
                           1996 - 22.5

A promotional product photo accompanied by the caption "Notwithstanding highly
sophisticated analytical instrumentation, the human nose still remains a
uniquely sensitive instrument in judging the organoleptic qualities of a
fragrance. (right)."

A caption referring to various promotional product photos on page 19 reading
"Scientists at the Princeton Technology Center investigate an improved
extraction process for vanilla. (facing page)."

On page 19
----------

Various promotional product photos.


<PAGE>

<PAGE>

On page 20
----------

A graph expressing the percent of BBA operating margin:

                        1994 - 11.1%
                        1995 - 11.8%
                        1996 - 10.4%

On page 21
----------

A graph expressing BBA operating income in millions:

                       1994 - 41.8
                       1995 - 50.2
                       1996 - 46.5


                           STATEMENT OF DIFFERENCES

The registered trademark symbol shall be expressed as...................... 'r'
The trademark symbol shall be expressed as................................. 'tm'
The section symbol shall be expressed as................................... 'SS'
The dagger symbol shall be expressed as ....................................`D'




<PAGE>