<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



(MARK ONE)

 [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              September  25, 2000
                               ------------------------------------------------


 [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

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 of Organization)                             Identification No.)

         7 Mercedes Drive, Montvale, New Jersey             07645
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

         (201) 391-9870
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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, and (2) has been subject to such filing requirements
for the past 90 days.

                          YES ____X____      NO ______

19,351,063 shares of Registrant's Common Stock, par value $1 per share, were
outstanding as of the close of business on September 25, 2000.





<PAGE>

                              BUSH BOAKE ALLEN INC.


                                      INDEX

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----

<S>               <C>                                                                  <C>
PART I.           FINANCIAL INFORMATION*

                  Item 1.           Financial Statements                                   2

                  Item 2.           Management's Discussion and
                                    Analysis of Financial Condition
                                    and Results of Operations                             10

                  Item 3.           Quantitative and Qualitative Disclosures
                                    about Market Risk                                     15



PART II.          OTHER INFORMATION

                  Item 6.           Exhibits and Reports on Form 8-K                      16

</TABLE>

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

*A summary of the Registrant's significant accounting policies is contained in
the Registrant's Form 10-K for the year ended December 25, 1999 which has
previously been filed with the Securities and Exchange Commission.






                                       -1-








<PAGE>

       PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                     BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                       ($ in thousands, except per share)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                            QUARTER ENDED                      NINE MONTHS ENDED
                                                            SEPTEMBER 25,                        SEPTEMBER 25,
                                                            -------------                        -------------
                                                       2000               1999              2000               1999
                                                       ----               ----              ----               ----
                                                                       (restated)                           (restated)

<S>                                                   <C>                <C>               <C>                <C>
Net Sales                                             $121,648           $122,148          $362,554           $370,741

Costs and other charges:
         Cost of goods sold                             78,018             80,472           232,506            249,167
         Selling and administrative expenses            22,519             23,756            71,384             72,222
         Research and development expenses               6,769              6,585            20,760             18,867
                                                    ----------         ----------        ----------         ----------

Income from operations                                  14,342             11,335            37,904             30,485
                                                        ------             ------            ------             ------

Interest expense                                           433                547             1,434              1,634
Other (income) expense, net                             (1,380)               833              (113)             3,285
                                                    ----------         ----------        ----------         ----------

Income before income taxes                              15,289              9,955            36,583             25,566
                                                    ----------         ----------        ----------         ----------

Income taxes                                             5,088              3,664            13,180              9,488
                                                    ----------         ----------        ----------         ----------

Net Income                                             $10,201             $6,291           $23,403            $16,078
                                                       =======             ======           =======            =======


Net income per share:
                                 - Basic                 $0.53              $0.33             $1.21              $0.83
                                                         =====              =====             =====              =====
                                 - Diluted               $0.53              $0.32             $1.20              $0.83
                                                         =====              =====             =====              =====

Weighted average number of
   shares outstanding:
                                 - Basic            19,341,508         19,297,469        19,322,738         19,293,875
                                                    ==========         ==========        ==========         ==========
                                 - Diluted          19,708,599         19,388,582        19,534,994         19,396,729
                                                    ==========         ==========        ==========         ==========


</TABLE>



        See accompanying notes to the Consolidated Financial Statements.

                                       -2-






<PAGE>

                     BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                            SEPTEMBER 25,           DECEMBER 25,
                                                                2000                   1999
                                                                ----                   ----
                                                             (unaudited)            (restated)

<S>                                                     <C>                       <C>
ASSETS

Cash and cash equivalents                                       $35,136                $9,338
Receivables, net                                                 89,579                93,370
Inventories                                                     103,330               100,374
Other                                                             8,642                11,255
                                                        ---------------           -----------

      Total current assets                                      236,687               214,337
                                                        ---------------           -----------

Property, plant and equipment, net                              177,848               194,999

Other assets                                                     52,824                54,684
                                                        ---------------           -----------

      Total Assets                                             $467,359              $464,020
                                                               ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable and current maturities                             $7,164                $9,551
Accounts payable                                                 38,870                37,689
Accrued liabilities                                              33,634                31,248
Income and other taxes                                              114                 3,954
                                                        ---------------           -----------

      Total current liabilities                                  79,782                82,442

Long-term debt                                                    8,999                 8,003

Deferred income taxes                                            23,035                24,794

Other long-term liabilities                                      11,195                10,212

Stockholders' equity:
     Common stock - (Shares outstanding:
        2000: 19,351,063 and 1999: 19,299,534)                   19,351                19,300
     Additional paid-in capital                                 170,000               168,680
     Retained earnings                                          192,992               169,589
     Accumulated other comprehensive income/(loss)              (37,995)              (19,000)
                                                        ---------------           -----------

        Total stockholders' equity                              344,348               338,569
                                                        ---------------           -----------

   Total Liabilities and Stockholders' Equity                  $467,359              $464,020
                                                               ========              ========


</TABLE>

        See accompanying notes to the Consolidated Financial Statements.

                                       -3-







<PAGE>


                     BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                               NINE MONTHS ENDED
                                                                                 SEPTEMBER 25,
                                                                                 -------------
                                                                             2000            1999
                                                                             ----            ----
                                                                                           (restated)

<S>                                                                         <C>              <C>
Cash provided by (used for) operations:
        Net income                                                          $23,403          $16,078
        Adjustments to reconcile net income
        to cash provided by operations:
               Depreciation and amortization                                 15,665           14,834
               Deferred income taxes                                            709           (1,643)
               Loss/(gain) on sale of assets                                 (1,913)             524
               Other                                                          1,529              138

        Changes in operational assets and liabilities:
               Receivables, net                                              (1,446)          (5,519)
               Inventories                                                   (8,292)           2,313
               Other assets                                                  (2,377)          (6,843)
               Accounts payable, taxes and other liabilities                  6,063            1,978
                                                                            -------          -------

                   Cash provided by operations                               33,341           21,860
                                                                             ------           ------

Cash provided by (used for) investment activities:
        Capital expenditures                                                 (9,305)         (22,310)
        Other                                                                 2,004              208
                                                                            -------          -------
                   Cash used for investment activities                       (7,301)         (22,102)
                                                                            -------          -------

Cash provided by (used for) financing activities:
        Proceeds from issuance of common stock, net                           1,244              248
        Change in notes payable, net                                         (2,245)          (6,692)
        Proceeds from issuance of long-term debt                              3,203               --
        Repayments of long-term debt                                         (1,803)            (981)
                                                                            -------          -------
                   Cash provided by (used for) financing activities             399           (7,425)
                                                                            -------          -------

Effect of exchange rate changes on cash                                        (641)             230
                                                                            -------          -------

Increase (decrease) in cash and cash equivalents                             25,798           (7,437)

Balance at beginning of period                                                9,338           11,072
                                                                            -------          -------

Balance at end of period                                                    $35,136           $3,635
                                                                            =======           ======


</TABLE>



        See accompanying notes to the Consolidated Financial Statements.

                                       -4-








<PAGE>


                     BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                ($ in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                               QUARTER ENDED                           NINE MONTHS ENDED
                                                               SEPTEMBER 25,                             SEPTEMBER 25,
                                                               -------------                             -------------
                                                          2000                 1999                2000                1999
                                                          ----                 ----                ----                ----
                                                                            (restated)                              (restated)

<S>                                                     <C>                   <C>                <C>                  <C>
Net Income                                              $10,201               $6,291             $23,403              $16,078

Other comprehensive income/(loss), net of tax:
   Foreign currency translation adjustments              (6,860)               5,424             (18,995)              (6,456)
                                                      ---------           ----------           ---------            ---------

Total other comprehensive income/(loss)                  (6,860)               5,424             (18,995)              (6,456)
                                                      ---------           ----------           ---------            ---------

Comprehensive Income/(Loss)                              $3,341              $11,715              $4,408               $9,622
                                                         ======              =======              ======               ======


</TABLE>






        See accompanying notes to the Consolidated Financial Statements.















                                       -5-







<PAGE>



                              BUSH BOAKE ALLEN INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1. Pending Sale of Business

As announced in a joint press release between International Flavors & Fragrances
Inc. (IFF) and Bush Boake Allen Inc. (BBA), dated September 25, 2000, the Boards
of Directors of both companies have approved a definitive merger agreement,
under which IFF will acquire all the outstanding shares of BBA for $48.50 per
share in cash. IFF anticipates completing this transaction in the fourth quarter
of 2000. The waiting period under the Hart-Scott-Rodino Antitrust Act has
expired and the tender offer is scheduled to expire at 12:00 Midnight on
November 3, 2000, unless extended.

Note 2. Interim Reporting

The information furnished in this report is unaudited but includes all
adjustments which, in the opinion of management, are necessary for a fair
presentation of results for the interim periods reported. The adjustments made
were of a normal recurring nature. Results for the interim periods are not
necessarily indicative of results for the full period or for any other interim
period.

Note 3. Change in Accounting

Effective December 26, 1999, the Company changed its method of determining the
cost of its United States aroma chemicals inventory from a last-in, first-out
(LIFO) method to a first-in, first-out (FIFO) method. The change was made
because the Company has begun to realize and expects to continue to experience
operating efficiencies as a result of process improvements from several capital
investment initiatives at its United States aroma chemicals facility. The
Company believes that the FIFO method is preferable to the LIFO method as the
change conforms the inventories of all operations to the same methodology,
inventories are reflected in the Company's balance sheet at their most recent
value, the FIFO or average cost methods are the predominant method used in the
Company's industry and the FIFO method also results in a better matching of
revenues and expenses.

This change in accounting method has been applied retroactively and financial
information for all periods presented has been restated to apply the FIFO cost
method. As a result of the change, net income was decreased by $500,000
(approximately $.03 per share diluted) in the third quarter of 1999 and $1.0
million (approximately $.05 per share diluted) in the nine months ended
September 25, 1999. As a result of the retroactive application of the new
method, retained earnings were increased by $1.8 million and inventories were
increased by $3.0 million as of December 25, 1999. The effect of the accounting
change on the third quarter and the nine months ended September 25, 2000 was not
material.








                                       -6-





<PAGE>

Note 4. Inventories

<TABLE>
<CAPTION>

                                                                        (Restated)
                                              September 25, 2000     December 25, 1999
                                              ------------------     -----------------
                                                        ($ in thousands)

<S>                                                <C>                   <C>
Finished goods                                     $35,766               $36,484
Raw materials                                       48,832                49,498
Work in process                                     15,386                11,530
Supplies                                             3,346                 2,862
                                                  --------              --------

Total                                             $103,330              $100,374
                                                  ========              ========

</TABLE>


Note 5. Stockholders' Equity (in thousands)

<TABLE>
<CAPTION>

                                                           ADDITIONAL              ACCUMULATED OTHER         TOTAL
                                    COMMON STOCK            PAID-IN     RETAINED    COMPREHENSIVE        STOCKHOLDERS'
                                    SHARES    AMOUNTS       CAPITAL     EARNINGS     INCOME (LOSS)          EQUITY
                                    ------    -------       -------     --------     -------------          ------

<S>                                 <C>       <C>          <C>          <C>          <C>                  <C>
Restated
Balance December  25, 1999          19,300    $19,300      $168,680     $169,589      $(19,000)            $338,569

Net Income                                                                23,403                             23,403

Issuance of Stock for Options           51         51         1,320                                           1,371

Foreign Currency Translation                                                           (18,995)             (18,995)
                                     ------   -------      --------     --------      --------             --------

Balance September 25, 2000           19,351   $19,351      $170,000     $192,992      $(37,995)            $344,348
                                     ======   =======      ========     ========      ========             ========

</TABLE>

Note 6. Other Comprehensive Income

The components of Other Comprehensive Income consist entirely of the Foreign
Currency Translation Adjustments as reported in the Consolidated Statement of
Comprehensive Income for the periods ending September 25, 2000 and 1999, and as
reported in the Consolidated Balance Sheets as of September 25, 2000 and
December 25, 1999. Bush Boake Allen Inc. does not provide any Federal or State
deferred income taxes on the cumulative undistributed earnings of foreign
subsidiaries including cumulative translation adjustments with respect to such
foreign subsidiaries, because the earnings have been reinvested in the
businesses of those companies.

Note 7. Other (Income) Expense, Net

Other (income) expense, net for the third quarter 2000 includes a non-recurring
pre-tax gain of $1.9 million related to the sale of surplus land and vacated
buildings adjacent to the Company's Walthamstow, England site. This sale reduced
the effective tax rate in the third quarter, reflecting the UK capital gains tax
benefit on this transaction.

                                       -7-








<PAGE>

Note 8.  Segment Information

The following chart sets forth sales and operating profit for the principal
business segments of the Company for the quarters ended September 25, 2000 and
1999 and for the nine months ended September 25, 2000 and 1999. There has not
been a material change in total assets from the amounts disclosed in the 1999
annual report, except for the restatement due to the accounting change as
described in Note 3. The basis of segmentation and the measurement of segment
operating profit has been consistently applied.

<TABLE>
<CAPTION>

                                                                                CORPORATE
                                                   FLAVOR &       AROMA         ITEMS AND
                                                  FRAGRANCE     CHEMICALS      UNALLOCATED    CONSOLIDATED
                                                  ---------     ---------      -----------    ------------
                                                                     ($ IN THOUSANDS)

<S>                                                 <C>            <C>           <C>           <C>
QUARTER ENDED
SEPTEMBER 25, 2000
------------------
 Net sales to customers                            $102,382       $19,266          --         $121,648
 Intersegment sales                                    --           5,006       $(5,006)          --
                                                    -------        ------        ------        -------
 Total net sales                                    102,382        24,272        (5,006)       121,648
 Operating profit                                    15,316         2,855        (3,829)        14,342

SEPTEMBER 25, 1999  (RESTATED)
------------------
 Net sales to customers                            $ 99,541       $22,607          --         $122,148
 Intersegment sales                                    --           5,304       $(5,304)          --
                                                    -------        ------        ------        -------
 Total net sales                                     99,541        27,911        (5,304)       122,148
 Operating profit                                    12,807         2,094        (3,566)        11,335

</TABLE>

<TABLE>
<CAPTION>

                                                                              CORPORATE
                                                 FLAVOR &       AROMA         ITEMS AND
                                                FRAGRANCE     CHEMICALS      UNALLOCATED    CONSOLIDATED
                                                ---------     ---------      -----------    ------------
                                                                     ($ IN THOUSANDS)

<S>                                              <C>            <C>          <C>            <C>
NINE MONTHS ENDED
SEPTEMBER 25, 2000
------------------
 Net sales to customers                         $303,090       $59,464          --         $362,554
 Intersegment sales                                 --          15,608      $(15,608)          --
                                                --------       -------      --------       --------
 Total net sales                                 303,090        75,072       (15,608)       362,554
 Operating profit                                 38,498        11,703       (12,297)        37,904


SEPTEMBER 25, 1999  (RESTATED)
------------------
 Net sales to customers                         $302,665       $68,076          --         $370,741
 Intersegment sales                                 --          19,065      $(19,065)          --
                                                --------       -------      --------       --------
 Total net sales                                 302,665        87,141       (19,065)       370,741
 Operating profit                                 36,969         7,404       (13,888)        30,485

</TABLE>


                                       -8-





<PAGE>



Reconciliation of reportable segment sales and income before taxes:


<TABLE>
<CAPTION>

                                                                           QUARTER ENDED
                                                                           SEPTEMBER 25,
                                                                           -------------
                                                                        2000           1999 (RESTATED)
                                                                        ----           ----
                                                                          ($ IN THOUSANDS)
<S>                                                                   <C>            <C>

NET SALES
---------
Total net sales for reportable segments                               $126,654        $127,452
Elimination of intersegment sales                                       (5,006)         (5,304)
                                                                      --------        --------
  Total consolidated net sales                                        $121,648        $122,148
                                                                      --------        --------

INCOME BEFORE INCOME TAXES
--------------------------
Total operating profit for reportable segments                         $18,171         $14,901
Elimination of intersegment profits                                       (672)            188
Unallocated amounts:
    Corporate administration expenses                                   (3,157)         (3,754)
    Interest expense                                                      (433)           (547)
    Other income (expense)                                               1,380            (833)
                                                                      --------        --------
    Total consolidated income before
      income taxes                                                     $15,289          $9,955
                                                                      --------        --------

</TABLE>


<TABLE>
<CAPTION>


                                                                         NINE MONTHS ENDED
                                                                           SEPTEMBER 25,
                                                                           -------------
                                                                        2000          1999 (RESTATED)
                                                                        ----          ----
                                                                            ($ IN THOUSANDS)

<S>                                                                   <C>             <C>
NET SALES
---------
Total net sales for reportable segments                               $378,162        $389,806
Elimination of intersegment sales                                      (15,608)        (19,065)
                                                                      --------        --------
  Total consolidated net sales                                        $362,554        $370,741
                                                                      --------        --------

INCOME BEFORE INCOME TAXES
--------------------------
Total operating profit for reportable segments                         $50,201         $44,373
Elimination of intersegment profits                                     (2,531)         (3,052)
Unallocated amounts:
    Corporate administration expenses                                   (9,766)        (10,836)
    Interest expense                                                    (1,434)         (1,634)
    Other income (expense)                                                 113          (3,285)
                                                                      --------        --------
    Total consolidated income before
      income taxes                                                     $36,583         $25,566
                                                                      ========         =======

</TABLE>



                                       -9-






<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS


QUARTER ENDED SEPTEMBER 25, 2000 COMPARED TO QUARTER ENDED SEPTEMBER 25, 1999

NET SALES

     Net sales for the third quarter ended September 25, 2000 decreased 0.4% to
$121.6 million from $122.1 million for the quarter ended September 25, 1999. The
aroma chemicals segment reported a decrease in sales of 14.8% compared with the
third quarter of 1999. The decrease reflects lower sales volume and prices.
Average selling prices were down approximately 2% primarily due to continued
market pressure on terpene-based products, the strength of the Pound Sterling
versus the Euro, and increased volumes of Chinese material becoming available
for domestic use and for exports. Sales volumes for major chemical products
declined approximately 12% from the third quarter of 1999. The flavor and
fragrance segment recorded an increase in third quarter sales of 2.9% over the
third quarter of 1999. The Americas region and the International region sales
increased 12.8% and 6.4%, respectively, from the third quarter of 1999 partially
offset by decreases of 9.0% in the European region and 1.9% in the Asia Pacific
region. Net sales were adversely affected by the movement in foreign currency
exchange rates, especially in the European, Asia Pacific and International
regions. If exchange rates had remained unchanged from the third quarter 1999 to
the third quarter 2000, total net sales would have increased approximately 5%.

COST OF GOODS SOLD

     Cost of goods sold in the third quarter of 2000 decreased to $78.0 million
from $80.5 million in the third quarter of 1999 due primarily to lower aroma
chemical materials costs and manufacturing cost efficiency gains generated from
improved yields and process improvements in both chemical plants. Cost of goods
sold as a percentage of net sales decreased to 64.1% from 65.9%.

SELLING AND ADMINISTRATIVE EXPENSES

     Selling and administrative expenses in the third quarter of 2000 decreased
to $22.5 million from $23.8 million in the third quarter of 1999 primarily as a
result of reduced staffing levels. Selling and administrative expenses as a
percentage of net sales decreased to 18.5% from 19.4%.

RESEARCH AND DEVELOPMENT EXPENSES

     Research and development expenses in the third quarter of 2000 increased to
$6.8 million from $6.6 million in the third quarter of 1999. Research and
development expenses as a percentage of net sales increased slightly to 5.6%
from 5.4%.



                                      -10-




<PAGE>



INCOME FROM OPERATIONS

     Income from operations in the third quarter of 2000 increased 26.5% to
$14.3 million from $11.3 million in the third quarter of 1999. Operating margins
increased to 11.8% from 9.3% in the third quarter of 2000 due primarily to lower
material costs and operating efficiencies in the aroma chemicals segment.

     Income from operations, exclusive of corporate items, for the flavor and
fragrance segment was $15.3 million compared to $12.8 in the third quarter of
1999. Increases in operating income were reported in the Asia Pacific, Americas
and International regions, partially offset by a decrease in the European
region. The Company's aroma chemical segment recorded third quarter operating
income, exclusive of corporate items, of $2.9 million in 2000, compared to $2.1
million in the third quarter of 1999.

OTHER (INCOME) EXPENSE, NET

     Other (income) expense, net for the third quarter of 2000 was $1.4 million
income compared to $800,000 expense in the third quarter of 1999 primarily due
to the sale of surplus UK property, resulting in a pre-tax gain of approximately
$1.9 million.

INTEREST EXPENSE

     Interest expense, net decreased to $400,000 from $500,000 in the third
quarter of 1999.

INCOME TAXES

     Income tax expense in the third quarter of 2000 increased to $5.1 million
from $3.7 million in the third quarter of 1999 as a result of higher pre-tax
earnings. The Company's effective tax rate in the third quarter of 2000
decreased to 33.3% from 36.8% for the third quarter of 1999 reflecting capital
gains tax benefits on property dispositions in the UK.





                                      -11-







<PAGE>



NINE MONTHS ENDED SEPTEMBER 25, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 25,
1999

NET SALES

     Net sales for the nine months ended September 25, 2000 decreased 2.2% to
$362.6 million from $370.7 million in the comparable prior year period. Net
sales of aroma chemicals decreased 12.7% to $59.5 million from $68.1 million
primarily due to a reduction in sales volume and prices. Average selling prices
were down approximately 6% primarily due to a sharp decline in crude sulfate
turpentine costs and competitive market pressure in Europe resulting from a
strong Pound Sterling versus the Euro. Sales volumes for major chemical products
declined approximately 9% reflecting the loss of business in the Asian market
due to lower priced Chinese material and some year-end Y2K buying. Net sales of
the flavor and fragrance segment increased slightly to $303.1 million from
$302.7 million. The European region and the Asia Pacific region sales decreased
10.0% and 1.4%, respectively from the nine months ended September 25, 1999
offset by increases of 6.0% in the Americas region and 5.9% in the International
region. Net sales were adversely affected by the movement in foreign currency
exchange rates, especially in the European and International regions. If
exchange rates had remained unchanged from the first nine months of 1999 to the
first nine months of 2000, total net sales would have increased approximately
2%.

COST OF GOODS SOLD

     Cost of goods sold for the nine months ended September 25, 2000 decreased
to $232.5 million from $249.2 million in the comparable prior year period due
primarily to lower aroma chemical materials costs and manufacturing cost
efficiency gains generated from improved yield and higher throughput as both
chemical plants ran near capacity with some rebuilding of key products that were
diminished as a result of Y2K demands at the end of 1999. Cost of goods sold as
a percentage of net sales decreased to 64.1% from 67.2%.

SELLING AND ADMINISTRATIVE EXPENSES

     Selling and administrative expenses for the nine months ended September 25,
2000 decreased to $71.4 million from $72.2 million in the comparable prior year
period. Selling and administrative expenses as a percentage of net sales
increased slightly to 19.7% from 19.5%.

RESEARCH AND DEVELOPMENT EXPENSES

     Research and development expenses for the nine months ended September 25,
2000 increased to $20.8 million from $18.9 million in the comparable prior year
period. Research and development expenses as a percentage of net sales increased
to 5.7% from 5.1% reflecting additional technical staff and a new technical and
creative center that was opened late last year in Rotterdam to support future
growth in the European flavor business on the continent.


                                      -12-








<PAGE>

INCOME FROM OPERATIONS

     Income from operations for the nine months ended September 25, 2000
increased 24.3% to $37.9 million from $30.5 million in the comparable prior year
period. Operating margins increased to 10.5% from 8.2% in the prior year due
primarily to lower material costs and operating efficiencies in the aroma
chemicals segment.

     Income from operations, exclusive of corporate items, for the flavor and
fragrance segment increased 4.1% to $38.5 million from $37.0 million in the
prior year first nine months. Increases in operating income were reported in the
Asia Pacific, International and Americas regions, partially offset by a decrease
in the European region. The Company's aroma chemical segment recorded nine
months operating income, exclusive of corporate items, of $11.7 million in 2000,
compared to $7.4 million in the first nine months of 1999.

OTHER (INCOME) EXPENSE, NET

     Other (income) expense, net for the nine months ended September 25, 2000
was $100,000 income compared to $3.3 million expense for the nine months ended
September 25, 1999. The increase is primarily due to the sale of surplus UK
property, resulting in a pre-tax gain of approximately $1.9 million during the
third quarter 2000.

INTEREST EXPENSE

     Interest expense, net for the nine months ended September 25, 2000
decreased to $1.4 million from $1.6 million in the comparable prior year period
primarily due to lower average borrowings.

INCOME TAXES

     Income tax expense for the nine months ended September 25, 2000 increased
to $13.2 million from $9.5 million in the comparable prior year period primarily
as a result of higher pre-tax earnings. The Company's effective tax rate
decreased to 36.0% from 37.1% in the comparable prior year period reflecting
capital gains tax benefits on property dispositions in the UK.

LIQUIDITY AND CAPITAL RESOURCES

     Cash flows provided by operations for the nine months ended September 25,
2000 were $33.3 million compared to $21.9 million for the nine months ended
September 25, 1999. The increase is primarily due to higher net income.

     At September 25, 2000, working capital of the Company was $156.9 million, a
$25.0 million increase from $131.9 million at December 25, 1999. The change in
working capital reflects a build up in total cash, resulting mainly from a
reduced level of capital expenditures.

     As of September 25, 2000, the Company had cash and cash equivalents of
$35.1 million. The Company believes that its available cash, funds provided by
operations and available borrowing capacity under its credit facilities will be
sufficient to support its debt service, working capital and capital expenditure
requirements for the foreseeable future.



                                      -13-






<PAGE>

ACCOUNTING MATTERS

          During the first quarter of 2000, the Company changed its method of
accounting for its domestic aroma chemicals inventory from a last-in, first-out
(LIFO) method to a first-in, first-out (FIFO) method. This change standardizes
the method of accounting for all Company inventories. As required by generally
accepted accounting principles, the Company has retroactively adjusted prior
year financial statements for the change. See Note 3 of the Notes to the
Consolidated Financial Statements for a discussion of this accounting change and
its effect.

          In 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments. The
statement, which is effective for the first quarter of 2001, requires all
derivatives to be measured at fair value and recognized as either assets or
liabilities. Management does not expect adoption of this statement to have a
material effect on the Company's consolidated financial position or results of
operations.

          In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements,"
which provides guidance and interpretations of the application of generally
accepted accounting principles to revenue recognition. Adoption of this bulletin
is not expected to have a material effect on the Company's consolidated
financial position or results of operations.

EURO CONVERSION

          On January 1, 1999 certain member nations of the European Economic and
Monetary Union (EMU) adopted a common currency, the "Euro". For a three-year
transition period, both the Euro and the members' national currencies will
remain in circulation. After June 30, 2002, the Euro will be the sole legal
tender for EMU countries. The Company does not expect that the adoption of the
Euro currency unit will have a material impact on its operations, financial
condition or liquidity. The costs of addressing the Euro conversion are not
expected to be material and will be charged to operations as incurred.

OTHER MATTERS

          As announced in a joint press release between International Flavors &
Fragrances Inc. (IFF) and Bush Boake Allen Inc. (BBA), dated September 25, 2000,
the Boards of Directors of both companies have approved a definitive merger
agreement, under which IFF will acquire all the outstanding shares of BBA for
$48.50 per share in cash. IFF anticipates completing this transaction in the
fourth quarter of 2000. The waiting period under the Hart-Scott-Rodino Antitrust
Act has expired and the tender offer is scheduled to expire at 12:00 Midnight on
November 3, 2000, unless extended.

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

   Statements in this report that are not historical are forward-looking
   statements which are subject to risks and uncertainties that could cause
   actual results to differ materially. Such risks and uncertainties with
   respect to Bush Boake Allen's business include general economic conditions,
   customers changing flavor and/or fragrance formulations, pricing and
   availability of raw materials, the effect of the transition to the Euro and
   political and economic uncertainties including currency fluctuations in the
   many countries in which we operate.

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



                                      -14-






<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
        ABOUT MARKET RISK

        See the Company's most recent Annual Report filed on Form 10-K (Item
        7a). There has been no material change in this information.







                                      -15-






<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        A) EXHIBITS

<TABLE>
<CAPTION>

                      No.           Description
                      ---           -----------
                     <S>            <C>
                      27            Financial Data Schedule

</TABLE>

          B) REPORTS ON FORM 8-K

          A current Report on Form 8-K was filed by the Company on September 27,
          2000 reporting that it had entered into an Agreement and Plan of
          Merger, dated September 25, 2000 (the "Merger Agreement"), pursuant to
          which the Company will merge with and into a subsidiary of
          International Flavors & Fragrances Inc., a New York corporation
          ("IFF). Under the terms of the Merger Agreement, such subsidiary of
          IFF will commence a tender offer for all the outstanding shares of BBA
          common stock not later than October 10, 2000 at a price of $48.50 per
          share in cash. International Paper Company ("IP"), which owns
          approximately 68% of the outstanding common stock of BBA, has entered
          into a Voting and Tender Agreement, dated as of September 25, 2000,
          with IFF and BBA (the "Voting and Tender Agreement") pursuant to which
          IFF has agreed to tender its shares of BBA common stock in the tender
          offer. Furthermore, the Voting and Tender Agreement grants IFF an
          option to purchase the shares of BBA common stock held by IP
          exercisable under certain conditions in connection with termination of
          the Merger Agreement.




                                      -16-





<PAGE>


                                   SIGNATURES



         Pursuant to the requirements 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.



                                            BUSH BOAKE ALLEN INC.



Date:    November 7, 2000                   By:  /s/ Fred W. Brown
      ------------------------------        ------------------------------------
                                                 Fred W. Brown, Jr.
                                                 Vice President Finance and
                                                 Chief Financial Officer



Date:    November 7, 2000                   By:  /s/ Dennis M. Meany
      ------------------------------        ------------------------------------
                                                 Dennis M. Meany
                                                 Vice President, General Counsel
                                                 and Secretary










                                      -17-