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<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        June 25, 1997
                               --------------------------


[ ]     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 
                                ---------                  -------
19,231,200 shares of Registrant's Common Stock, Par Value $1 Per Share, were
outstanding as of the close of business on June 25, 1997.


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                              BUSH BOAKE ALLEN INC.

                                      INDEX

                                                                      PAGE
                                                                      ----
PART I.        FINANCIAL INFORMATION*

               Item 1.       Financial Statements                        2

               Item 2.       Management's Discussion and
                             Analysis of Financial Condition
                             and Results of Operations                   6

PART II.       OTHER INFORMATION

               Item 6.       Exhibits and Reports on Form 8-K           10


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

*A summary of the Registrant's significant accounting policies is contained in
the Registrant's Form 10-K for the year ended December 25, 1996 which has
previously been filed with the Commission.

                                       -1-



<PAGE>

<PAGE>
                         PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                     BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                       ($ IN THOUSANDS, EXCEPT PER SHARE)
 
<TABLE>
<CAPTION>
                                                             QUARTER ENDED                SIX MONTHS ENDED
                                                                JUNE 25                       JUNE 25,
                                                       --------------------------    --------------------------
                                                          1997           1996           1997           1996
                                                       -----------    -----------    -----------    -----------
 
<S>                                                    <C>            <C>            <C>            <C>
Net Sales                                                 $125,704       $113,539       $244,111       $220,428
Costs and other charges:
          Cost of goods sold                                80,003         71,898        157,048        139,441
          Selling and administrative expenses               25,314         23,599         49,075         45,667
          Research and development expenses                  5,689          5,642         11,441         11,037
                                                       -----------    -----------    -----------    -----------
Income from operations                                      14,698         12,400         26,547         24,283
                                                       -----------    -----------    -----------    -----------
Interest expense                                               933            657          1,513          1,377
Other (income) expense, net                                    744         (3,758)           868         (3,139)
                                                       -----------    -----------    -----------    -----------
Income before income taxes                                  13,021         15,501         24,166         26,045
                                                       -----------    -----------    -----------    -----------
Income taxes                                                 4,550          5,481          8,453          9,087
                                                       -----------    -----------    -----------    -----------
Net Income                                                $  8.471       $ 10.020       $ 15.713       $ 16.958
                                                       ===========    ===========    ===========    ===========

Net income per share                                      $   0.44       $   0.52       $   0.82       $   0.88
                                                       ===========    ===========    ===========    ===========

Weighted average number of shares outstanding           19,227,776     19,218,548     19,225,019     19,218,268
                                                       ===========    ===========    ===========    ===========
</TABLE>
 
        See accompanying notes to the Consolidated Financial Statements.
 
                                       -2-

<PAGE>

<PAGE>
                     BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                ($ IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                          JUNE 25,    DECEMBER 25,
                                                                                            1997          1996
                                                                                          --------    ------------
 
<S>                                                                                       <C>         <C>
ASSETS
Cash and cash equivalents                                                                 $  5,632      $  4,330
Receivables, net                                                                            96,274        91,404
Inventories                                                                                104,841       102,217
Other                                                                                        4,437         3,623
                                                                                          --------    ------------
          Total current assets                                                             211,184       201,574

Property, plant and equipment, net                                                         170,488       165,577
Other assets                                                                                43,097        40,648
                                                                                          --------    ------------
          Total Assets                                                                    $424,769      $407,799
                                                                                          ========    ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current installments of long-term debt                                                    $      7      $      8
Notes payable                                                                               44,506        43,172
Accounts payable                                                                            39,235        38,322
Accrued liabilities                                                                         24,431        28,553
Income and other taxes                                                                       3,168         1,462
                                                                                          --------    ------------
          Total current liabilities                                                        111,347       111,517

Long-term debt                                                                               1,903         2,009
Deferred income taxes                                                                       20,916        20,323
Other long-term liabilities                                                                 11,208        10,817
Stockholders' equity (Shares outstanding
  1997: 19,231,200; 1996: 19,222,200)                                                      279,395       263,133
                                                                                          --------    ------------
Total Liabilities and Stockholders' Equity                                                $424,769      $407,799
                                                                                          ========    ============
</TABLE>
 
        See accompanying notes to the Consolidated Financial Statements.
 
                                       -3-
 
<PAGE>

<PAGE>
                     BUSH BOAKE ALLEN INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                               SIX MONTHS ENDED
                                                                                                   JUNE 25,
                                                                                             --------------------
                                                                                               1997        1996
                                                                                             --------    --------
 
<S>                                                                                          <C>         <C>
Cash provided by (used for) operations:
     Net income                                                                               $15,713     $16,958
     Adjustments to reconcile net income to cash provided by operations:
          Depreciation and amortization                                                         8,433       6,406
          Deferred income taxes                                                                   627       1,110
          Other                                                                                   387      (4,325)
     Changes in operational assets and liabilities:
          Receivables, net                                                                     (6,273)     (6,607)
          Inventories                                                                          (3,664)      1,144
          Other assets                                                                         (1,949)     (3,294)
          Accounts payable, taxes and other liabilities                                         3,849       1,868
                                                                                             --------    --------
               Cash provided by operations                                                     17,123      13,260
                                                                                             --------    --------
Cash provided by (used for) investment activities:
     Capital expenditures                                                                     (14,081)    (17,649)
     Payments for acquisitions                                                                 (3,859)          0
     Other                                                                                         58       4,969
                                                                                             --------    --------
               Cash used for investment activities                                            (17,882)    (12,680)
                                                                                             --------    --------
Cash provided by (used for) financing activities:
     Change in notes payable, net                                                               2,763        (318)
     Other                                                                                         (2)        (86)
                                                                                             --------    --------
               Cash provided by (used for) financing activities                                 2,761        (404)
                                                                                             --------    --------
Effect of exchange rate changes on cash                                                          (700)         55
                                                                                             --------    --------
Increase in cash and cash equivalents                                                           1,302         231
Balance at beginning of period                                                                  4,330       4,966
                                                                                             --------    --------
Balance at end of period                                                                      $ 5,632     $ 5,197
                                                                                             ========    ========
</TABLE>
 
        See accompanying notes to the Consolidated Financial Statements.
 
                                       -4-



<PAGE>

<PAGE>



                              BUSH BOAKE ALLEN INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   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.

Note 2.   In February 1997, the Financial Accounting Standards Board issued
          SFAS 128, "Earnings per Share" which must be adopted in fiscal year
          1997. This statement establishes standards for computing and
          presenting earnings per share (EPS) and is comparable to international
          EPS standards. The Company does not expect the adoption of this
          standard to materially affect its computation and presentation of EPS.

Note 3.  Inventories


<TABLE>
<CAPTION>

                             June 25, 1997         December 25, 1996
                             -------------         -----------------
                                        ($ in thousands)

<S>                         <C>                   <C>    
Finished goods               $ 31,346                     $ 30,156
Raw materials                  56,678                       55,077
Work in process                12,018                       12,579
Supplies                        4,799                        4,405
                             --------                    ---------
Total                        $104,841                     $102,217
                             ========                     ========
</TABLE>


Note 4. Stockholders' Equity (in thousands)


<TABLE>
<CAPTION>

                                        COMMON STOCK            ADDITIONAL                    CUMULATIVE       TOTAL
                                        -------------            PAID-IN         RETAINED     TRANSLATION  STOCKHOLDERS'
                                     SHARES      AMOUNTS         CAPITAL         EARNINGS     ADJUSTMENT      EQUITY
                                     ------      -------         -------         --------     -----------     -------
<S>                                  <C>          <C>            <C>            <C>            <C>             <C>     
Balance December  25, 1996           19,222       $ 19,222       $167,400       $ 79,101       $ (2,590)       $263,133

Net Income                                                                        15,713                         15,713
                                                                                                                 
Issuance of Stock for Options             9              9            135                                           144

Foreign Currency Translation                                                                        405             405
                                                                                                    
Balance June 25, 1997                19,231       $ 19,231       $167,535       $ 94,814       $ (2,185)       $279,395
                                     ======       ========       ========       ========       ========        ========
</TABLE>



Note 5.    "Other (income) expense, net" for the second quarter of 1996
           includes a non-recurring pre-tax gain of $4.2 million related to the
           sale of excess Company land adjacent to the Widnes, England aroma
           chemical plant.

                                       -5-


<PAGE>

<PAGE>

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

QUARTER ENDED JUNE 25, 1997 COMPARED TO QUARTER ENDED JUNE 25, 1996

NET SALES

        Net sales for the quarter ended June 25, 1997 increased 10.7% to $125.7
million from $113.5 million for the quarter ended June 25, 1996. The primary
reason for the increase in sales was the aroma chemicals segment, which reported
growth in second quarter sales of 16.4% over the second quarter of 1996. This
growth reflects increased volume of chemical shipments under a long-term supply
agreement with a major customer and higher sales of terpene based products. The
flavor and fragrance segment recorded growth in second quarter sales of 9.3%
over the second quarter of 1996. The sales increase also reflects the impact of
three acquisitions made during the fourth quarter of 1996 which added
approximately $4.6 million of incremental flavor and fragrance sales in the
second quarter of 1997. The International region had the highest internal growth
rate with a sales increase of 27%, while Europe region sales were flat with the
second quarter of 1996. Net sales were adversely affected by the movement in
foreign currency exchange rates. If exchange rates had remained unchanged from
the second quarter 1996 to the second quarter 1997, the increase in total net
sales would have been approximately 13%.

COST OF GOODS SOLD

        Cost of goods sold in the second quarter of 1997 increased to $80.0
million from $71.9 million in the second quarter of 1996 due primarily to
increased sales. Cost of goods sold as a percentage of net sales increased
slightly to 63.6% from 63.3%. Improved operating efficiencies largely offset
higher raw material turpentine costs, and additional depreciation and
amortization expenses resulting from the completion of major capital projects
and recent acquisitions.

SELLING AND ADMINISTRATIVE EXPENSES

        Selling and administrative expenses in the second quarter of 1997
increased to $25.3 million from $23.6 million in the second quarter of 1996.
This increase includes the effect of acquisitions made during the fourth quarter
of 1996. Selling and administrative expenses as a percentage of net sales
decreased to 20.1% from 20.8% reflecting a reduction in corporate overhead
expense with the relocation of certain administrative services from the UK to
the U.S. now almost complete.

RESEARCH AND DEVELOPMENT EXPENSES

        Research and development expenses in the second quarter of 1997
increased to $5.7 million from $5.6 million in the second quarter of 1996.
Research and development expenses as a percentage of net sales decreased to 4.5%
from 5.0% due primarily to the increased sales base.

                                       -6-


<PAGE>

<PAGE>


INCOME FROM OPERATIONS

        Income from operations in the second quarter of 1997 increased 18.5% to
$14.7 million from $12.4 million in the second quarter of 1996. Operating
margins improved to 11.7% from 10.9% in the second quarter of 1996 reflecting
the benefit from Company cost reduction programs, mainly in Europe, where there
has been a substantial reduction in staff. The total number of employees for the
Company has been reduced almost 4% since the end of last year.

        Income from operations, exclusive of corporate items, for the flavor and
fragrance segment was $14.0 million compared to $12.9 million in the second
quarter of 1996. An increase in operating income was reported in all regions
except Asia Pacific, which was adversely impacted by competitive pricing
throughout the region and higher costs associated with the new plant in China.
The Company's aroma chemical segment recorded second quarter operating income
(exclusive of corporate items) of $5.4 million in 1997 compared to $5.1 million
in the second quarter of 1996. The increase in operating income is primarily due
to higher sales volume partially offset by continuing cost pressure affecting
turpentine-based products and competitive pricing pressure in Europe resulting
from the strong Pound Sterling.

OTHER (INCOME) EXPENSE, NET

        Other (income) expense for the second quarter of 1997 was $700,000
expense compared to $3.8 million income in the second quarter of 1996. The
primary reason for the decrease in other income was a $4.2 million non-recurring
pre-tax gain on the sale of excess Company land adjacent to the Widnes, England
aroma chemical plant during the second quarter of 1996.

INTEREST EXPENSE

        Interest expense for the second quarter of 1997 increased to $900,000
from $700,000 in the second quarter of 1996. The increase in net interest
expense is primarily due to the higher level of notes payable outstanding and
lower capitalized interest during the second quarter of 1997.

INCOME TAXES

        Income tax expense in the second quarter of 1997 decreased to $4.6
million from $5.5 million in the second quarter of 1996 primarily as a result of
lower pre-tax income. The Company's effective tax rate in the second quarter of
1997 decreased to 34.9% from 35.4% for the second quarter of 1996.

SIX MONTHS ENDED JUNE 25, 1997 COMPARED TO SIX MONTHS ENDED JUNE 25, 1996

NET SALES

        Net sales for the six months ended June 25, 1997 increased 10.7% to
$244.1 million from $220.4 million in the comparable prior year period. Net
sales of aroma chemicals increased 8.8% to $50.5 million from $46.4 million
primarily due to the increased volume of shipments under a long-term supply
agreement with a major customer and higher sales of terpene based products. Net
sales of the flavor and fragrance segment increased 11.3% to $193.6 million from
$174.0 million with market growth in all regions. The sales increase also
reflects the impact of three acquisitions made during the fourth quarter of 1996
which added approximately $8.8 million of incremental flavor and fragrance sales
in the first half of 1997. Net sales in both product segments were adversely
affected by the movement in foreign currency exchange rates. If exchange rates
had remained unchanged from the first half of 1996 to the first half of 1997,
the increase in total net sales would have been approximately 12%.

                                       -7-

<PAGE>

<PAGE>

COST OF GOODS SOLD

        Cost of goods sold for the six months ended June 25, 1997 increased
12.6% to $157.0 million from $139.4 million in the comparable prior year period.
The Company's cost of goods sold as a percentage of net sales increased to 64.3%
from 63.3% in the prior year primarily due to significantly higher raw material
turpentine costs, and additional depreciation and amortization expenses
resulting from the completion of major capital projects and recent acquisitions.

SELLING AND ADMINISTRATIVE EXPENSES

        Selling and administrative expenses for the six months ended June 25,
1997 increased to $49.1 million from $45.7 million in the comparable prior year
period. This increase includes the effect of acquisitions made during the fourth
quarter of 1996. Selling and administrative expenses as a percentage of net
sales decreased to 20.1% from 20.7%.

RESEARCH AND DEVELOPMENT EXPENSES

        Research and development expenses for the six months ended June 25, 1997
increased to $11.4 million from $11.0 million in the comparable prior year
period. This increase is due primarily to additional creative and technical
personnel for the flavor and fragrance segment, and for services performed by
Union Camp at its research facility in Princeton, New Jersey. Research and
development expenses as a percentage of net sales decreased to 4.7% from 5.0%.

INCOME FROM OPERATIONS

        Income from operations for the six months ended June 25, 1997 increased
9.3% to $26.5 million from $24.3 million in the comparable prior year period.

        Income from operations, exclusive of corporate items, for the flavor and
fragrance segment increased 8% to $24.8 million from $22.9 million in the prior
year first half. The Company's aroma chemical segment recorded first half
operating income (exclusive of corporate items) of $11.3 million in 1997,
compared to $12.2 million in the first half of 1996. The decrease in operating
income was primarily due to continuing cost pressure affecting turpentine-based
products and competitive pricing pressure in Europe resulting from the strong
Pound Sterling.

OTHER (INCOME) EXPENSE, NET

        Other (income) expense for the six months ended June 25, 1997 was
$900,000 expense compared to $3.1 million income in the comparable prior year
period. The decrease in other income was primarily attributable to a gain on the
sale of excess Company land in Widnes, England during the second quarter of
1996.

                                       -8-


<PAGE>

<PAGE>


INTEREST EXPENSE

                  Interest expense for the six months ended June 25, 1997
increased to $1.5 million from $1.4 million in the comparable prior year period.
The increase in net interest expense is primarily attributable to lower
capitalized interest due to the completion of a manufacturing facility that was
constructed in China.

INCOME TAXES

                  Income tax expense for the six months ended June 25, 1997
decreased to $8.5 million from $9.1 million in the comparable prior year period
primarily as a result of lower pre-tax income. The Company's effective tax rate
increased slightly to 35.0% from 34.9% in the prior year first half.

LIQUIDITY AND CAPITAL RESOURCES
        
                  Cash flows provided by operations for the six months ended
June 25, 1997 were $17.1 million compared to $13.3 million for the six months
ended June 25, 1996. The increase is primarily due to higher operating income
before non-cash charges for depreciation and amortization expense. The gain on
the sale of land during the second quarter of 1996 is excluded from cash
provided by operations.

                  At June 25, 1997, working capital of the Company was $99.8
million, a $9.7 million increase from $90.1 million at December 25, 1996. The
change in working capital is primarily due to the increase in total current
assets, mainly from an increase in accounts receivable and inventories due to
the growth in business.

                  As of June 25, 1997, the Company had cash and cash equivalents
of $5.6 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, including implementation of its
strategy to strengthen its position as a leading producer of flavors, fragrances
and aroma chemicals and for long-term growth.



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 and
political and economic uncertainties including currency fluctuations in the many
countries in which we operate.






                                      -9-




<PAGE>

<PAGE>



                                    PART II.

                                OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        A) EXHIBITS

           No.        Description
           ---        -----------
           11         Statement regarding computation of
                      per share earnings

           27         Financial Data Schedule

        B) REPORTS ON FORM 8-K

           No current Report on Form 8-K was filed by the Registrant during the
           second quarter of 1997.

                                      -10-


<PAGE>

<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:         7/31/97                       /s/ Fred W. Brown, Jr.
      ------------------------------        --------------------------
                                                Fred W. Brown, Jr.
                                                Vice President Finance and
                                                Chief Financial Officer

Date:         7/31/97                       /s/ Dennis M. Meany
      ------------------------------        ---------------------------
                                                Dennis M. Meany
                                                Vice President, General Counsel
                                                and Secretary


                                      -11-

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