As filed with the Securities and Exchange Commission on July 20, 1998
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BUSH BOAKE ALLEN INC.
             (Exact Name of Registrant as Specified in Its Charter)

          VIRGINIA                                   13-2560391
(State or Other Jurisdiction of 
Incorporation or Organization)             (I.R.S. Employer Identification No.)

                                7 MERCEDES DRIVE
                           MONTVALE, NEW JERSEY 07645
          (Address, including Zip Code, of Principal Executive Offices)

                              BUSH BOAKE ALLEN INC.
                     1994 STOCK OPTION AND STOCK AWARD PLAN
                            (Full Title of the Plan)

                                JULIAN W. BOYDEN
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              BUSH BOAKE ALLEN INC.
                                7 MERCEDES DRIVE
                           MONTVALE, NEW JERSEY 07645
                                 (201) 391-9870
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
          Title of                   Amount             Proposed Maximum       Proposed Maximum           Amount of
       Securities to                  to be              Offering Price            Aggregate            Registration
       be Registered            Registered(1)(2)          Per Share(3)          Offering Price               Fee
       <S>                          <C>                      <C>                    <C>                    <C>
       Common Stock,                1,000,000                $30.28125              $30,281,250            $8,932.97
      $1.00 Par Value

   Total Registration Fee                                                                                  $8,932.97

</TABLE>

    (1)  Does not include  1,000,000  shares of Common  Stock that may be issued
         pursuant to the Bush Boake Allen Inc. 1994 Stock Option and Stock Award
         Plan (the "Plan"),  that were previously  registered under Registration
         Statement on Form S-8, filed on November 22, 1994 (No. 33-86588).

    (2)  In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this Registration  Statement also relates to an indeterminate number of
         shares of Common  Stock that may be issued  pursuant  to  anti-dilution
         provisions contained in the Plan.

    (3)  Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate has been computed in accordance  with Rule  457(h)(1) and
         Rule  457(c)   based  on  the  average  high  and  low  prices  of  the
         Registrant's Common Stock as reported on the New York Stock Exchange on
         July 16, 1998.

<PAGE>

                             REGISTRATION STATEMENT
                            FOR ADDITIONAL SECURITIES
                                   ON FORM S-8

                           Incorporation by Reference

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional 1,000,000 shares of Common Stock that may be issued
under the Bush Boake  Allen,  Inc.  1994 Stock  Option and Stock Award Plan (the
"Plan") as a result of an annual  increase  in the number of shares  that may be
offered  under the Plan.  1,000,000  shares of Common  Stock  that may be issued
under the Plan were previously  registered under Registration  Statement on Form
S-8, filed on November 22, 1994 (No. 33-86588).  Registration  Statement on Form
S-8,  filed on November  22, 1994 (No.  33-86588) is  incorporated  by reference
herein pursuant to General  Instruction E to Form S-8, except for Item 6 of such
Registration Statement.


ITEM 6.              Indemnification of Directors and Officers.

         The Bylaws of Bush Boake Allen Inc.  ("BBA")  provide  that each person
who now is, was or hereafter  becomes a director or officer shall be indemnified
by BBA against  liabilities  and expenses  reasonably  incurred by or imposed on
such person,  including liabilities arising under the Securities Act of 1933, in
connection  with any action,  suit or proceeding in which such person was, is or
is threatened to be made a party by reason of such person now or hereafter being
or having  been a director or officer of BBA,  only if (i) such person  acted in
relation  to such  matters  in a manner  such  person  believed,  in the case of
conduct in his official capacity, to be in the best interests of BBA, and in all
other cases his conduct was at least not opposed to BBA's best  interests,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe such conduct was unlawful, (ii) in connection with a proceeding by or in
the  right of BBA,  such  person  was not  adjudged  liable  to BBA and (iii) in
connection with any proceeding charging improper benefit to such person, whether
or not involving his official capacity, he was adjudged liable on the basis that
personal benefit was improperly  received by him. Such rights of indemnification
are in addition to any other  rights to which any such person may  otherwise  be
entitled.  In addition,  directors have indemnification  contracts with BBA that
provide for substantially  similar  indemnification  as that provided for by the
Bylaws.

         The Virginia Stock Corporation Act also provides that a corporation may
indemnify any officer or director against loss and expense  reasonably  incurred
in connection with a civil suit or proceeding to which such person is a party by
reason of being such officer of director, on condition such person acted in good
faith and believed  his conduct was in the  corporation's  best  interest in the
case of conduct in this official capacity,  or, in all the other cases, believed
his conduct  was not  opposed to the best  interests  of the  corporation.  With
respect to a criminal  proceeding,  a  corporation  may  indemnify an officer or
director  under the same  conditions  as set forth  above if such  person had no
reasonable  cause to believe  his conduct was  unlawful.  With  respect to suits
brought by or in the right of the corporation to which an officer or director is
adjudged  liable,  indemnification  may be made only if a court  determines such
person is fairly  and  reasonably  entitled  to  indemnification  in view of the
relevant  circumstances,  provided any such indemnification  shall be limited to
reasonable expenses incurred.

         BBA  maintains  both  Directors  and Officers  liability  and Corporate
Reimbursement  insurance  which  provides for payments on behalf of the Director
and Officers of all losses of such persons (other than matters uninsurable under
the law) arising from claims,  including claims arising under the Securities Act
of 1933,  for acts or  omissions  by such  persons  while acting as Directors or
Officers.

         The  directors  of BBA,  Julian W.  Boyden,  Peter L. Acton,  Thomas R.
Crane, Jr., L. Robert Pfund,  James M. Reed, George J. Sella, Jr. and William H.
Trice,  are all  parties  to  indemnity  agreements  with  BBA.  These  director
indemnity  agreements provide that BBA will indemnify the director if he becomes
a party to any  proceeding by reason of the fact that he is or was a director of
BBA.

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

<PAGE>
                                 SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
 amended,  the Registrant  certifies that it has reasonable grounds to believe
 that it meets all the requirements for filing on Form S-8 and has duly caused
 this  Registration  Statement to be signed on its behalf by the  undersigned,
 thereunto  duly  authorized,  in Montvale,  New Jersey,  on this 20th day of
 July, 1998.

<TABLE>
<CAPTION>
                              BUSH BOAKE ALLEN INC.

<S>                          <C>                                <C>
   JULIAN W. BOYDEN              FRED W. BROWN, JR.                KENNETH M. McHUGH
By:______________________    By:______________________          By:_____________________
   Julian W. Boyden                Fred W. Brown, Jr.                Kenneth M. McHugh
   Chairman, President and         Vice President, Finance and      Controller
   Chief Executive Officer         Chief Financial Officer          (Principal Accounting Officer)
   (Principal Executive Officer)   (Principal Financial Officer)
</TABLE>

          KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
 appears  below  hereby  constitutes  and appoints  Julian W. Boyden,  Fred W.
 Brown,  Jr. and  Kenneth  M.  McHugh,  and each of them,  his true and lawful
 attorneys-in-fact  and agents, with full power of substitution for him and in
 his  name,  place and  stead in any and all  capacities,  to sign any and all
 amendments  to  this   Registration   Statement   (including   post-effective
 amendments),  and to file  the same  with  all  exhibits  thereto  and  other
 documents  in  connection   therewith,   with  the  Securities  and  Exchange
 Commission,  granting  unto said  attorneys-in-fact  and agents,  and each of
 them, full power and authority to do and perform each and every act and thing
 requisite and necessary to be done in connection  therewith,  as fully to all
 intents and purposes as he might or could do in person,  hereby ratifying and
 confirming what said  attorneys-in-fact  and agents or their  substitutes may
 lawfully do or cause to be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
 amended,  this Registration  Statement has been signed below by the following
 persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                         Title                                  Date

<S>                               <C>                                          <C>
JULIAN W. BOYDEN
 __________________________                                                    July 20, 1998
 Julian W. Boyden                 Chairman, President and Chief Executive
                                    Officer, President, and Director
                                    (Principal Executive Officer)
FRED W. BROWN, JR.
 __________________________                                                    July 20, 1998
 Fred W. Brown, Jr.               Vice President, Finance and Chief
                                         Financial Officer
                                   (Principal Financial Officer)
KENNETH M. McHUGH
 __________________________                                                    July 20, 1998
 Kenneth M. McHugh              Controller (Principal Accounting Officer)

PETER L. ACTON
 __________________________                                                    July 20, 1998
 Peter L. Acton                      Director

THOMAS R. CRANE, JR.
 __________________________                                                    July 20, 1998
 Thomas R. Crane, Jr.                Director

L. ROBERT PFUND
 __________________________                                                    July 20, 1998
 L. Robert Pfund                     Director

JAMES M. REED
__________________________                                                     July 20, 1998
 James M. Reed                       Director, Vice Chairman of the Board

GEORGE J. SELLA, JR.
 __________________________                                                    July 20, 1998
 George J. Sella, Jr.                Director

WILLIAM H. TRICE
 __________________________                                                    July 20, 1998
 William H. Trice                    Director
</TABLE>
<PAGE>

                                INDEX TO EXHIBITS

   Exhibit No.       Description

4.2      Bush Boake Allen Inc.  1994 Stock Option and Stock Award Plan (filed as
         exhibit  4.2 to the  Registrant's  Registration  Statement  on Form S-8
         filed on November 22, 1994, No. 33-86588,  and  incorporated  herein by
         reference).

5        Opinion of Pitney,  Hardin,  Kipp & Szuch,  as to the  legality  of the
         securities being registered.

23(a)    Consent of PricewaterhouseCoopers LLP.

23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5 hereto).

24       Power of Attorney (contained on the signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14074}]
{"company-data": {"conformed-name": "BUSH BOAKE ALLEN INC", "cik": "0000919998", "assigned-sic": "2860", "irs-number": "132560391", "state-of-incorporation": "VA", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59463", "film-number": "98668821"}, "business-address": {"street1": "7 MERCEDES DR", "city": "MONTVALE", "state": "NJ", "zip": "07645", "phone": "2013919870"}, "mail-address": {"street2": "7 MERCEDES DRIVE", "city": "MONTVALE", "state": "NJ", "zip": "07645"}}
As filed with the Securities and Exchange Commission on July 20, 1998
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BUSH BOAKE ALLEN INC.
             (Exact Name of Registrant as Specified in Its Charter)

          VIRGINIA                                   13-2560391
(State or Other Jurisdiction of 
Incorporation or Organization)             (I.R.S. Employer Identification No.)

                                7 MERCEDES DRIVE
                           MONTVALE, NEW JERSEY 07645
          (Address, including Zip Code, of Principal Executive Offices)

                              BUSH BOAKE ALLEN INC.
                     1994 STOCK OPTION AND STOCK AWARD PLAN
                            (Full Title of the Plan)

                                JULIAN W. BOYDEN
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              BUSH BOAKE ALLEN INC.
                                7 MERCEDES DRIVE
                           MONTVALE, NEW JERSEY 07645
                                 (201) 391-9870
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300
CALCULATION OF REGISTRATION FEE

----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
          Title of                   Amount             Proposed Maximum       Proposed Maximum           Amount of
       Securities to                  to be              Offering Price            Aggregate            Registration
       be Registered            Registered(1)(2)          Per Share(3)          Offering Price               Fee
Common Stock,                1,000,000                $30.28125              $30,281,250            $8,932.97
      $1.00 Par Value

   Total Registration Fee                                                                                  $8,932.97
(1)  Does not include  1,000,000  shares of Common  Stock that may be issued
         pursuant to the Bush Boake Allen Inc. 1994 Stock Option and Stock Award
         Plan (the "Plan"),  that were previously  registered under Registration
         Statement on Form S-8, filed on November 22, 1994 (No. 33-86588).

    (2)  In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this Registration  Statement also relates to an indeterminate number of
         shares of Common  Stock that may be issued  pursuant  to  anti-dilution
         provisions contained in the Plan.

    (3)  Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate has been computed in accordance  with Rule  457(h)(1) and
         Rule  457(c)   based  on  the  average  high  and  low  prices  of  the
         Registrant's Common Stock as reported on the New York Stock Exchange on
         July 16, 1998.
REGISTRATION STATEMENT
                            FOR ADDITIONAL SECURITIES
                                   ON FORM S-8

                           Incorporation by Reference

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional 1,000,000 shares of Common Stock that may be issued
under the Bush Boake  Allen,  Inc.  1994 Stock  Option and Stock Award Plan (the
"Plan") as a result of an annual  increase  in the number of shares  that may be
offered  under the Plan.  1,000,000  shares of Common  Stock  that may be issued
under the Plan were previously  registered under Registration  Statement on Form
S-8, filed on November 22, 1994 (No. 33-86588).  Registration  Statement on Form
S-8,  filed on November  22, 1994 (No.  33-86588) is  incorporated  by reference
herein pursuant to General  Instruction E to Form S-8, except for Item 6 of such
Registration Statement.

ITEM 6.              Indemnification of Directors and Officers.

         The Bylaws of Bush Boake Allen Inc.  ("BBA")  provide  that each person
who now is, was or hereafter  becomes a director or officer shall be indemnified
by BBA against  liabilities  and expenses  reasonably  incurred by or imposed on
such person,  including liabilities arising under the Securities Act of 1933, in
connection  with any action,  suit or proceeding in which such person was, is or
is threatened to be made a party by reason of such person now or hereafter being
or having  been a director or officer of BBA,  only if (i) such person  acted in
relation  to such  matters  in a manner  such  person  believed,  in the case of
conduct in his official capacity, to be in the best interests of BBA, and in all
other cases his conduct was at least not opposed to BBA's best  interests,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe such conduct was unlawful, (ii) in connection with a proceeding by or in
the  right of BBA,  such  person  was not  adjudged  liable  to BBA and (iii) in
connection with any proceeding charging improper benefit to such person, whether
or not involving his official capacity, he was adjudged liable on the basis that
personal benefit was improperly  received by him. Such rights of indemnification
are in addition to any other  rights to which any such person may  otherwise  be
entitled.  In addition,  directors have indemnification  contracts with BBA that
provide for substantially  similar  indemnification  as that provided for by the
Bylaws.

         The Virginia Stock Corporation Act also provides that a corporation may
indemnify any officer or director against loss and expense  reasonably  incurred
in connection with a civil suit or proceeding to which such person is a party by
reason of being such officer of director, on condition such person acted in good
faith and believed  his conduct was in the  corporation's  best  interest in the
case of conduct in this official capacity,  or, in all the other cases, believed
his conduct  was not  opposed to the best  interests  of the  corporation.  With
respect to a criminal  proceeding,  a  corporation  may  indemnify an officer or
director  under the same  conditions  as set forth  above if such  person had no
reasonable  cause to believe  his conduct was  unlawful.  With  respect to suits
brought by or in the right of the corporation to which an officer or director is
adjudged  liable,  indemnification  may be made only if a court  determines such
person is fairly  and  reasonably  entitled  to  indemnification  in view of the
relevant  circumstances,  provided any such indemnification  shall be limited to
reasonable expenses incurred.

         BBA  maintains  both  Directors  and Officers  liability  and Corporate
Reimbursement  insurance  which  provides for payments on behalf of the Director
and Officers of all losses of such persons (other than matters uninsurable under
the law) arising from claims,  including claims arising under the Securities Act
of 1933,  for acts or  omissions  by such  persons  while acting as Directors or
Officers.

         The  directors  of BBA,  Julian W.  Boyden,  Peter L. Acton,  Thomas R.
Crane, Jr., L. Robert Pfund,  James M. Reed, George J. Sella, Jr. and William H.
Trice,  are all  parties  to  indemnity  agreements  with  BBA.  These  director
indemnity  agreements provide that BBA will indemnify the director if he becomes
a party to any  proceeding by reason of the fact that he is or was a director of
BBA.

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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
 amended,  the Registrant  certifies that it has reasonable grounds to believe
 that it meets all the requirements for filing on Form S-8 and has duly caused
 this  Registration  Statement to be signed on its behalf by the  undersigned,
 thereunto  duly  authorized,  in Montvale,  New Jersey,  on this 20th day of
 July, 1998.
BUSH BOAKE ALLEN INC.
JULIAN W. BOYDEN              FRED W. BROWN, JR.                KENNETH M. McHUGH
By:______________________    By:______________________          By:_____________________
   Julian W. Boyden                Fred W. Brown, Jr.                Kenneth M. McHugh
   Chairman, President and         Vice President, Finance and      Controller
   Chief Executive Officer         Chief Financial Officer          (Principal Accounting Officer)
   (Principal Executive Officer)   (Principal Financial Officer)
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
 appears  below  hereby  constitutes  and appoints  Julian W. Boyden,  Fred W.
 Brown,  Jr. and  Kenneth  M.  McHugh,  and each of them,  his true and lawful
 attorneys-in-fact  and agents, with full power of substitution for him and in
 his  name,  place and  stead in any and all  capacities,  to sign any and all
 amendments  to  this   Registration   Statement   (including   post-effective
 amendments),  and to file  the same  with  all  exhibits  thereto  and  other
 documents  in  connection   therewith,   with  the  Securities  and  Exchange
 Commission,  granting  unto said  attorneys-in-fact  and agents,  and each of
 them, full power and authority to do and perform each and every act and thing
 requisite and necessary to be done in connection  therewith,  as fully to all
 intents and purposes as he might or could do in person,  hereby ratifying and
 confirming what said  attorneys-in-fact  and agents or their  substitutes may
 lawfully do or cause to be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
 amended,  this Registration  Statement has been signed below by the following
 persons in the capacities and on the dates indicated.
Signature                         Title                                  Date
JULIAN W. BOYDEN
 __________________________                                                    July 20, 1998
 Julian W. Boyden                 Chairman, President and Chief Executive
                                    Officer, President, and Director
                                    (Principal Executive Officer)
FRED W. BROWN, JR.
 __________________________                                                    July 20, 1998
 Fred W. Brown, Jr.               Vice President, Finance and Chief
                                         Financial Officer
                                   (Principal Financial Officer)
KENNETH M. McHUGH
 __________________________                                                    July 20, 1998
 Kenneth M. McHugh              Controller (Principal Accounting Officer)

PETER L. ACTON
 __________________________                                                    July 20, 1998
 Peter L. Acton                      Director

THOMAS R. CRANE, JR.
 __________________________                                                    July 20, 1998
 Thomas R. Crane, Jr.                Director

L. ROBERT PFUND
 __________________________                                                    July 20, 1998
 L. Robert Pfund                     Director

JAMES M. REED
__________________________                                                     July 20, 1998
 James M. Reed                       Director, Vice Chairman of the Board

GEORGE J. SELLA, JR.
 __________________________                                                    July 20, 1998
 George J. Sella, Jr.                Director

WILLIAM H. TRICE
 __________________________                                                    July 20, 1998
 William H. Trice                    Director
INDEX TO EXHIBITS

   Exhibit No.       Description

4.2      Bush Boake Allen Inc.  1994 Stock Option and Stock Award Plan (filed as
         exhibit  4.2 to the  Registrant's  Registration  Statement  on Form S-8
         filed on November 22, 1994, No. 33-86588,  and  incorporated  herein by
         reference).

5        Opinion of Pitney,  Hardin,  Kipp & Szuch,  as to the  legality  of the
         securities being registered.

23(a)    Consent of PricewaterhouseCoopers LLP.

23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5 hereto).

24       Power of Attorney (contained on the signature page hereto).