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                                                                    EXHIBIT 3.2

                                     BYLAWS

                                       of

                              BUSH BOAKE ALLEN INC.

                         (As Amended February 16, 1999)

                                   ARTICLE I.

                                      Stock

     SECTION 1. Form and Execution of Certificates. The certificates of shares
of stock of the Corporation shall be in such form not inconsistent with the
Articles of Incorporation as shall be approved by the Board of Directors.
Certificates of stock shall be signed by the Chairman of the Board, the
President or by a Vice President and the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, except that where any such certificates
shall be countersigned by a transfer agent or by a registrar, other than the
Corporation, the signatures of any of the officers above specified may be
facsimiles, engraved or printed. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.

     SECTION 2. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates of stock and concerning certificates of stock
issued, transferred or registered in lieu or replacement of any lost, stolen,
destroyed or mutilated certificates of stock.

     SECTION 3. Transfer Agent and Registrar. The Board of Directors may appoint
a transfer agent or transfer agents and a registrar or registrars of transfer
for any or all classes of the capital stock of the Corporation, and may require
stock certificates of any or all classes to bear the signature of either or
both.

     SECTION 4. Closing of Transfer Books, Fixing of Record Date. The Board of
Directors may fix in advance a date, not exceeding 70 days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the determination of stockholders for any other proper purpose, as a
record date for the determination of the stockholders exclusively entitled to
notice of and to vote at any such meeting, or any adjournment thereof, or
entitled to receive payment of any such dividend, or for any other proper
purpose.

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                                   ARTICLE II.

                                  Stockholders

     SECTION 1. Annual Meeting. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall, in 1999, be held on September 8, 1999
and, in subsequent years, be held on the first Wednesday in May, in all cases at
such time and at such place, either within or without the Commonwealth of
Virginia, as determined by the Board of Directors and as designated in the
notice thereof.

     At the annual meeting of stockholders, only such business shall be
conducted as shall have been properly brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who shall be entitled to vote at such meeting and who complies with
the procedures set forth in this Section 1.

     In addition to any other applicable requirements, for business, including
the nomination of one or more persons for election as Directors, to be properly
brought before the annual meeting by a stockholder, such stockholder must have
given timely advance written notice thereof to the Secretary of the Corporation.
The Secretary shall deliver timely received notices to the Board of Directors or
a committee designated by the Board for review. To be timely, a stockholder's
notice must be received by the Secretary at the principal executive offices of
the Corporation not less than 60 days in advance of the day established in
accordance with this Section as the day of the annual meeting of stockholders.
In calculating days in advance of the annual meeting, the day of such annual
meeting shall not be included so that stockholders shall begin counting with the
day immediately preceding the day of the annual meeting which, for purposes of
such calculation, shall be one day in advance of the annual meeting.

     A stockholder's notice to the Secretary shall set forth as to each matter
of business the stockholder proposes to bring before the annual meeting: (a) a
description of the business intended to be brought before the annual meeting,
including the text of any resolution to be presented, and the reasons for
conducting such business at the annual meeting; (b) the name and address of the
stockholder proposing such business; (c) a representation that the stockholder
is a holder of record of stock of the Corporation entitled to vote at the annual
meeting and intends to appear in person or by proxy at the meeting to bring the
business specified in the notice before the meeting; (d) the class and number of
shares of stock of the Corporation owned (i) of record and (ii) beneficially by
the stockholder; and (e) any material interest of the stockholder in the
business to be brought before the meeting.

     A stockholder's notice of intent to make a nomination of one or more
persons for election as Directors at the annual meeting of stockholders shall,
in addition to the information required above, set forth as to each such person:
(a) the name, age and business and residence addresses of the person; (b) the
principal occupation or employment of the person; (c) the class and number of
shares of stock of the Corporation owned (i) of record and (ii) beneficially by
the person; (d) a description of all arrangements or understandings between the
stockholder and the person and any


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other person or persons (naming such other person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (e) such other
information regarding the person as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the person been nominated by the Board of Directors; and (f) the
written consent of the person to serve as a Director of the Corporation if so
elected. The Corporation may require any stockholder proposing to nominate one
or more persons for election as Directors to furnish such other information as
may reasonably be required by the Corporation to determine the eligibility of
each such person to serve as a Director of the Corporation.

     In the event a stockholder attempts to bring business before the annual
meeting without complying with the provisions of this Section 1, the presiding
officer of the meeting shall determine and declare to the meeting that the
business was not properly brought before the meeting, and such business shall
not be transacted.

     SECTION 2. Special Meeting. Special meetings of the stockholders for any
purpose or purposes may be held at any time and at any place, within or without
the Commonwealth of Virginia, designated in the call thereof, whenever called by
the Board of Directors, the Chairman of the Board, the President, or as
otherwise provided by law.

     SECTION 3. Notice. Written notice of every annual or special meeting of the
stockholders, stating the place, day and hour and purpose or purposes thereof,
shall be given to each stockholder of record entitled to vote thereat, either
personally or by mailing the notice to him at his address as it appears on the
stock transfer books of the Corporation. Where such notice of a stockholders'
meeting includes as a purpose thereof action with respect to an amendment of the
Articles of Incorporation or a plan of merger or consolidation or share
exchange, a proposed sale of assets pursuant to Section 13.1-724 of the Virginia
Stock Corporation Act or the dissolution of the Corporation, such notice shall
be given in the manner hereinabove provided, but at least 25 and not more than
60 days before the date of any such meeting.

     SECTION 4. Quorum. A quorum at any meeting of the stockholders shall
consist of a majority of the stock of the Corporation entitled to vote, present
in person or by proxy, unless otherwise required by law or the Articles of
Incorporation. If at the time and place of the meeting there is present less
than a quorum, a majority of the stock present in person or by proxy and
entitled to vote, shall have power to adjourn the meeting from time to time
without notice until a quorum is secured, and thereupon any business may be
transacted which might have been transacted at the meeting as originally called.

     SECTION 5. Organization. All meetings of the stockholders shall be presided
over by the Chairman of the Board or by the President, or in their absence, by
the Vice Chairman. In case none of these shall be present, a chairman shall be
elected by the vote of a majority of the stock present in person or by proxy
entitled to vote. The Secretary of the Corporation or an Assistant Secretary
shall act as secretary of every such meeting when present, and in the absence of
either, the presiding officer may appoint any other officer of the Corporation
to act as Secretary.

     SECTION 6. Inspectors. At any annual or special meeting of stockholders,
inspectors of election may be appointed by the presiding officer of the meeting
for the purpose of opening and


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closing the polls, receiving and taking charge of proxies, and receiving and
counting the ballots or the votes of stockholders otherwise given and shall in
writing certify to the returns. No candidate for election as director shall be
appointed or act as inspector.

                                  ARTICLE III.

                                    Directors

     SECTION 1. Number, Vacancy. The property, business and affairs of the
Corporation shall be managed by a Board of seven directors. Except as otherwise
provided by law or in these Bylaws or in the Articles of Incorporation, the
directors shall be elected by the stockholders at each annual meeting of
stockholders and shall serve until the next succeeding annual meeting and until
their successors shall have been elected. In the event of any vacancy in the
directors resulting from death, resignation, disqualification, or other cause,
the remaining directors, although less than a quorum, by an affirmative vote of
a majority thereof, may fill such vacancy. The Board of Directors may designate
a director to serve as Chairman of the Board and a director to serve as Vice
Chairman of the Board. Neither the Chairman of the Board nor the Vice Chairman
shall be an officer of the Corporation unless elected as an officer by the Board
of Directors.

     SECTION 2. Regular Meeting. Regular meetings of the Board of Directors
shall be held, either within or without the Commonwealth of Virginia, as shall
from time to time be determined by the Board of Directors. After there has been
such determination and notice thereof has been given to each member of the Board
of Directors, no further notice shall be required for any such regular meeting.
The annual meeting of the Board of Directors may be held, without notice, on the
same day as and after the annual meeting of the stockholders.

     SECTION 3. Special Meeting. Special meetings of the Board of Directors
shall be held, either within or without the Commonwealth of Virginia, upon the
order of the Board, or the call of the Chairman of the Board, the President, or
3 directors. The Secretary, or other officer performing his duties, shall give
notice to each director of the time and place of each meeting, by mailing the
same at least two days before the meeting or by telegraphing or telephoning the
same prior to the meeting.

     SECTION 4. Quorum. A majority of the number of directors fixed by these
Bylaws shall constitute a quorum for the transaction of business except as
otherwise provided by law or the Articles of Incorporation or these By-laws, but
a majority of those present at the time and place of any meeting, although less
than a quorum, may adjourn from time to time without notice, until a quorum is
secured.

     SECTION 5. Compensation. The Board of Directors shall have the authority to
fix the compensation of the directors and of members of the committees of the
Board.

     SECTION 6. Indemnification of Officers, Directors and Employees. (a) Each
director and officer of the Corporation shall be indemnified by the Corporation
against all costs and expenses reasonably incurred by or imposed upon him in
connection with or resulting from any action, suit or proceeding to which he may
be made a party by reason of his being or having been a


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director or officer of the Corporation (whether or not he continues to be a
director or officer at the time of incurring such cost or expense), except in
relation to matters as to which a recovery shall be had against him by reason of
his having been finally adjudged in such action, suit or proceeding to have been
derelict in the performance of his duty as such director or officer. The
foregoing qualification shall not, however, prevent a settlement by the
Corporation prior to final adjudication when such settlement appears to be in
the interest of the Corporation. The right of indemnification herein provided
shall not be exclusive of other rights to which any director or officer may be
entitled as a matter of law.

     (b) As used in the following subsections of this Section 6:

     "Applicant" means the person seeking indemnification pursuant to this
Section.

     "Expenses" includes counsel fees.

     "Liability" means the obligation to pay a judgment, settlement, penalty,
fine, including any excise tax assessed with respect to an employee benefit
plan, or reasonable expenses incurred with respect to a proceeding.

     "Official capacity" means, (i) when used with respect to a director, the
office of director of the Corporation; or (ii) when used with respect to an
individual other than a director, the office of the Corporation held by the
officer or the employment or agency relationship undertaken by the employee or
agent on behalf of the Corporation. "Official capacity" does not include service
for any other foreign or domestic corporation or any partnership, joint venture,
trust, employee benefit plan, or other enterprise.

     "Party" includes an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

     "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.

     (c) The Corporation shall indemnify any person who was or is a party to any
proceeding by reason of the fact that he is or was a director, officer or
employee of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, partner, officer or employee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred by him in connection with such
proceeding if (i) he believed, in the case of conduct in his official capacity,
that his conduct was in the best interests of the Corporation, and in all other
cases that his conduct was at least not opposed to its best interests, and, in
the case of any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful, (ii) in connection with a proceeding by or in the right of
the Corporation, he was not adjudged liable to the Corporation, and (iii) in
connection with any proceeding charging improper benefit to him, whether or not
involving action in his official capacity, he was not adjudged liable on the
basis that personal benefit was improperly received by him. A person is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of


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the plan. A person's conduct with respect to an employee benefit plan for a
purpose he believed to be in the interests of the participants and beneficiaries
of the plan is conduct that satisfies the requirements of this subsection.

     (d) The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself create a presumption that the applicant did not meet the standard of
conduct described in subsection (c) of this Section.

     (e) To the extent that the applicant has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (c) of this
Section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.

     (f) Any indemnification under subsection (c) of this Section (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the applicant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in subsection (c).

     The determination shall be made:

     (i) By the Board of Directors by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

     (ii) If a quorum cannot be obtained under paragraph (i) of this subsection,
by majority vote of a committee duly designated by the Board of Directors (in
which designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceeding;

     (iii) By special legal counsel:

     (A) Selected by the Board of Directors or its committee in the manner
prescribed in paragraph (i) or (ii) of this subsection; or

     (B) If a quorum of the Board of Directors cannot be obtained under
paragraph (i) of this subsection and a committee cannot be designated under
paragraph (ii) of this subsection, selected by majority vote of the full Board
of Directors, in which selection directors who are parties may participate; or

     (iv) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination.

     Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under paragraph (iii)
of this subsection to select counsel.


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     (g) (i) The Corporation may pay for or reimburse the reasonable expenses
incurred by any applicant who is a party to a proceeding in advance of final
disposition of the proceeding if:

     (A) The applicant furnishes the Corporation a written statement of his good
faith belief that he has met the standard of conduct described in subsection
(c);

     (B) The applicant furnishes the Corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and

     (C) A determination is made that the facts then known to those making the
determination would not preclude indemnification under this Section.

          (ii) The undertaking required by subparagraph (B) of paragraph (i) of
this subsection shall be an unlimited general obligation of the applicant but
need not be secured and may be accepted without reference to financial ability
to make repayment.

         (iii) Determinations and authorizations of payments under this
subsection shall be made in the manner specified in subsection (f).

     (h) The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in subsection (c) of
this Section who was or is a party to any proceeding, by reason of the fact that
he is or was an agent of the corporation, or is or was serving at the request of
the Corporation as an agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, to the same extent as if such
person were specified as one to whom indemnification is granted in subsection
(c). The provisions of subsections (d) through (g) of this Section shall be
applicable to any indemnification provided pursuant to this subsection (h).

     (i) The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Section and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by him in any
such capacity or arising from his status as such, whether or not the Corporation
would have power to indemnify him against such liability under the provisions of
this Section.

     (j) The Board of Directors is hereby empowered to cause the Corporation to
contract in advance to indemnify any person specified in subsection (c) of this
Section provided that such contract does not permit indemnification if the
proposed indemnitee failed to meet the standard of conduct set forth in
subsection (c).


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     (k) Every reference herein to directors, officers, employees or agents
shall include former directors, officers, employees and agents and their
respective heirs, executors and administrators. The indemnification hereby
provided and provided hereafter pursuant to the power hereby conferred on the
Board of Directors shall not be exclusive of any other rights to which any
person may be entitled, including any right under policies of insurance that may
be purchased and maintained by the Corporation or others, with respect to
claims, issues or matters in relation to which the Corporation would not have
the power to indemnify such person under the provisions of this Section.

     (1) For the purposes of this Section, references to the "Corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or was
a director, officer or employee of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Section
with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.

     (m) If any part of this Section 6 shall be found, in any claim, action,
suit or proceeding, to be invalid or ineffective, the validity and the effect of
the remaining parts shall not be affected.

     SECTION 7. Committees. From time to time the Board of Directors by a
resolution adopted by the greater number of (i) a majority of all directors in
office when the action is taken and (ii) a majority of the directors present at
a meeting at which a quorum is present may appoint any committee or committees,
each to consist of two or more directors, for any purpose or purposes, to the
extent lawful, which shall have such powers as shall be determined and specified
by the Board of Directors in the resolution of appointment. Meetings of any such
committees shall be held either within or without the Commonwealth of Virginia,
upon the order of such committee, or the call of the Chairman of such committee,
or two or more members of such committee. The Secretary, or other officer
performing his duties, shall give notice to each member of such committee of the
time and place of each meeting of such committee, by mailing the same at least
two days before the meeting or by telegraphing or telephoning the same prior to
the meeting.

     SECTION 8. Action Without a Meeting. Unless otherwise restricted by law or
the Articles of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent, setting forth the action so to be taken,
shall be signed by all of the directors or all of the members of the committee,
as the case may be. Action taken under this Section is effective when the last
director signs the consent unless the consent specifies a different effective
date, in which event the action taken is effective as of the date specified
therein provided the consent states the date of execution by each director.

     SECTION 9. Termination of Committee Membership. In the event any person
shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee.


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                                   ARTICLE IV.

                                    Officers

     SECTION 1. Officers. The officers of the Corporation shall be the
President, one or more Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Secretary, Treasurer, General Counsel, Comptroller, Assistant
Secretaries, Assistant Treasurers, and Assistant Comptrollers, and such other
officers and. agents as may be required by law, or as may be deemed useful. The
President shall be a member of the Board of Directors. Any person may hold at
the same time any two of the offices above named, except the offices of
President and Secretary.

     SECTION 2. Election of Officers; Term of Office. All officers and agents
shall be elected annually by the Board of Directors at each annual meeting of
the Board. If the Board of Directors shall fail to fill any designated office at
an annual meeting or if any vacancy shall occur, or if any office shall be newly
created, such office may be filled at any meeting of the Board of Directors.

     Each officer shall hold office until his successor is duly elected, or
until his earlier death, resignation or removal, provided that the terms of
office of all officers shall terminate at any annual meeting of the Board of
Directors at which the President is elected. The Board of Directors shall have
the power to remove any officer, with or without cause, at any time.

                                   ARTICLE V.

                          Powers and Duties of Officers

     SECTION 1. President. The President shall be the chief operating officer of
the Corporation. The President may appoint one or more divisional vice
presidents by geographic region, product segment or other category, with such
powers and duties as the President shall designate, provided that such
divisional vice presidents shall not be officers of the Corporation. The
President shall have such other powers and duties as may from time to time be
assigned to him by the Board of Directors or the Chairman of the Board.

     SECTION 2. Other officers. All officers other than those expressly referred
to in this Article V shall have such powers and duties as usually pertain to
their respective offices, in addition to the powers and duties conferred by law
or by other sections of these Bylaws, and such other duties and powers as may be
assigned to them by the Board of Directors, the Chairman of the Board or the
President.

                                   ARTICLE VI.

                                   Fiscal Year

     SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on
December 25 of each year.


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                                  ARTICLE VII.

                     Checks, Notes, Drafts, Contracts, Etc.

     SECTION 1. Checks, Notes. Drafts, Etc. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer or person as may be
designated from time to time either by the Board of Directors or by an officer
authorized by the Board of Directors to make such designation.

     SECTION 2. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or agent in the name and on behalf of the Corporation to
enter into or execute and deliver any and all deeds, bonds, mortgages, contracts
and other obligations or instruments, and such authority may be general or
confined to specific instances.

                                  ARTICLE VIII.

                                      Seal

     SECTION 1. Form. The Corporate Seal of the Corporation shall be the Seal
impressed on the margin hereof.

                                   ARTICLE IX.

                                Waiver of Notice

     SECTION 1. Waiver of Notice. Any stockholder, director or officer may waive
any notice required to be given in accordance with law, these Bylaws or the
Articles of Incorporation by attendance in person or by a writing signed by the
person or persons entitled to said notice or by his proxy, whether before or
after the time or event referred to in said notice, which waiver shall be deemed
equivalent to such notice.

                                   ARTICLE X.

                              Amendment to By-laws

     SECTION 1. By the Directors. Except as otherwise provided by law, the Board
of Directors shall have the power to make, amend and repeal the Bylaws of the
Corporation.


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     SECTION 2. By the Stockholders. Bylaws made by the Board of Directors may
be repealed or changed, and new Bylaws made, by the stockholders and the
stockholders may prescribe that any Bylaws made by them shall not be altered,
amended or repealed by the directors. Any such action shall be taken at any
annual or special meeting of stockholders, provided that the notice of such
meeting shall have included such action among the purposes of the meeting.


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