AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 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                (I.R.S. Employer Identification No.)
 of Incorporation or Organization) 

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

                          DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                                JULIAN W. BOYDEN
                      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
<TABLE>
<CAPTION>

----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
          Title of                   Amount             Proposed Maximum       Proposed Maximum           Amount of
       Securities to                  to be              Offering Price            Aggregate            Registration
       be Registered              Registered(1)           Per Share(2)          Offering Price               Fee
----------------------------- ---------------------- ----------------------- ---------------------- ----------------------

<S>                                  <C>                  <C>                    <C>                    <C>            
  Common Stock, $1.00 Par            100,000              $29.03125              $2,903,125             $856.42
           Value

   Total Registration Fee                                                                               $856.42
----------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

    (1)  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 Directors' Stock Option Plan.

    (2)  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
         May 7, 1998.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. Plan Information

        Not filed with this Registration Statement.

ITEM 2. Registrant Information and Employee Plan Annual Information

        Not filed with this Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. Incorporation of Documents by Reference.

         The following  documents  filed by Bush Boake Allen Inc.  ("BBA" or the
"Registrant")  with the Securities and Exchange  Commission are  incorporated by
reference in this Registration Statement:


         1.       Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 25, 1997, filed on March 20, 1998.

         2.       Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended March 25, 1998, filed on May 8, 1998.

         3.       The  Description of  Registrant's  Capital Stock  contained in
                  Registration Statement on Form S-1, No. 33-76180.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


ITEM 4. Description of Securities.

         Not applicable.


ITEM 5. Interests of Named Experts and Counsel.

         Not applicable.


ITEM 6. Indemnification of Directors and Officers.

         The Bylaws of 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.


ITEM 7. Exemption from Registration Claimed.

         Not applicable.


ITEM 8. Exhibits.

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

         23(a)    Consent of Price Waterhouse LLP.

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

         24       Power of Attorney (included on signature page hereto).

         99       Directors' Stock Option Plan.


   ITEM 9.           Undertakings.

         1.   The undersigned Registrant hereby undertakes:

         (a)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement to include any material  information with respect to
                  the  plan of  distribution  not  previously  disclosed in this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement.

         (b)      That,  for purposes of  determining  any  liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         2.   The undersigned Registrant hereby undertakes that, for purposes of
              determining  any liability  under the Securities Act of 1933, each
              filing of the Registrant's annual report pursuant to Section 13(a)
              or  15(d)  of  the  Securities   Exchange  Act  of  1934  that  is
              incorporated by reference in this Registration  Statement shall be
              deemed  to  be  a  new  registration  statement  relating  to  the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

         3.   Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling  persons of the  Registrant  pursuant to the foregoing
              provisions,  or otherwise, the Registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is against  public policy as expressed in the Act
              and is,  therefore,  unenforceable.  In the event that a claim for
              indemnification  against such liabilities  (other than the payment
              by the  Registrant  of  expenses  incurred  or paid by a director,
              officer or controlling  person of the Registrant in the successful
              defense of any  action,  suit or  proceeding)  is asserted by such
              director,  officer or  controlling  person in connection  with the
              securities being  registered,  the Registrant will,  unless in the
              opinion of its counsel the matter has been settled by  controlling
              precedent,  submit  to a court  of  appropriate  jurisdiction  the
              question  whether  such  indemnification  by it is against  public
              policy as  expressed  in  the  Securities Act of 1933 and will be 
              governed by the final adjudication of such issue.

<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 11th day of May, 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
   __________________________                                                    May 11, 1998
   Julian W. Boyden                Chairman, President and Chief Executive
                                     Officer, President, and Director
                                      (Principal Executive Officer)
   FRED W. BROWN, JR.
   __________________________                                                    May 11, 1998
   Fred W. Brown, Jr.               Vice President, Finance and Chief
                                          Financial Officer
                                    (Principal Financial Officer)
   KENNETH M. MCHUGH
   __________________________                                                    May 11, 1998
   Kenneth M. McHugh             Controller (Principal Accounting Officer)

   PETER L. ACTON
   __________________________                                                    May 11, 1998
   Peter L. Acton                           Director

   THOMAS R. CRANE, JR.
   __________________________                                                    May 11, 1998
   Thomas R. Crane, Jr.                     Director

   L. ROBERT PFUND
   __________________________                                                    May 11, 1998
   L. Robert Pfund                          Director

   JAMES M. REED
   __________________________                                                    May 11, 1998
   James M. Reed                  Director, Vice Chairman of the Board

   GEORGE J. SELLA, JR.
   __________________________                                                    May 11, 1998
   George J. Sella, Jr.                     Director

   WILLIAM H. TRICE
   __________________________                                                    May 11, 1998
   William H. Trice                         Director
</TABLE>
<PAGE>


                                INDEX TO EXHIBITS

   Exhibit No.       Description


         5        Opinion of Pitney, Hardin, Kipp & Szuch.

         23(a)    Consent of Price Waterhouse LLP.

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

         24       Power of Attorney (included on signature page hereto).

         99       Directors' Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19003}]
{"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": "333-52319", "film-number": "98615453"}, "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 MAY 11, 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                (I.R.S. Employer Identification No.)
 of Incorporation or Organization) 

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

                          DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                                JULIAN W. BOYDEN
                      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)           Per Share(2)          Offering Price               Fee
----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $1.00 Par            100,000              $29.03125              $2,903,125             $856.42
           Value

   Total Registration Fee                                                                               $856.42
----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)  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 Directors' Stock Option Plan.

    (2)  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
         May 7, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. Plan Information

        Not filed with this Registration Statement.

ITEM 2. Registrant Information and Employee Plan Annual Information

        Not filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

         The following  documents  filed by Bush Boake Allen Inc.  ("BBA" or the
"Registrant")  with the Securities and Exchange  Commission are  incorporated by
reference in this Registration Statement:

         1.       Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 25, 1997, filed on March 20, 1998.

         2.       Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended March 25, 1998, filed on May 8, 1998.

         3.       The  Description of  Registrant's  Capital Stock  contained in
                  Registration Statement on Form S-1, No. 33-76180.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4. Description of Securities.

         Not applicable.

ITEM 5. Interests of Named Experts and Counsel.

         Not applicable.

ITEM 6. Indemnification of Directors and Officers.

         The Bylaws of 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.

ITEM 7. Exemption from Registration Claimed.

         Not applicable.

ITEM 8. Exhibits.

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

         23(a)    Consent of Price Waterhouse LLP.

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

         24       Power of Attorney (included on signature page hereto).

         99       Directors' Stock Option Plan.

   ITEM 9.           Undertakings.

         1.   The undersigned Registrant hereby undertakes:

         (a)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement to include any material  information with respect to
                  the  plan of  distribution  not  previously  disclosed in this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement.

         (b)      That,  for purposes of  determining  any  liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         2.   The undersigned Registrant hereby undertakes that, for purposes of
              determining  any liability  under the Securities Act of 1933, each
              filing of the Registrant's annual report pursuant to Section 13(a)
              or  15(d)  of  the  Securities   Exchange  Act  of  1934  that  is
              incorporated by reference in this Registration  Statement shall be
              deemed  to  be  a  new  registration  statement  relating  to  the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

         3.   Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling  persons of the  Registrant  pursuant to the foregoing
              provisions,  or otherwise, the Registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is against  public policy as expressed in the Act
              and is,  therefore,  unenforceable.  In the event that a claim for
              indemnification  against such liabilities  (other than the payment
              by the  Registrant  of  expenses  incurred  or paid by a director,
              officer or controlling  person of the Registrant in the successful
              defense of any  action,  suit or  proceeding)  is asserted by such
              director,  officer or  controlling  person in connection  with the
              securities being  registered,  the Registrant will,  unless in the
              opinion of its counsel the matter has been settled by  controlling
              precedent,  submit  to a court  of  appropriate  jurisdiction  the
              question  whether  such  indemnification  by it is against  public
              policy as  expressed  in  the  Securities Act of 1933 and will be 
              governed by the final adjudication of such issue.
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 11th day of May, 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
   __________________________                                                    May 11, 1998
   Julian W. Boyden                Chairman, President and Chief Executive
                                     Officer, President, and Director
                                      (Principal Executive Officer)
   FRED W. BROWN, JR.
   __________________________                                                    May 11, 1998
   Fred W. Brown, Jr.               Vice President, Finance and Chief
                                          Financial Officer
                                    (Principal Financial Officer)
   KENNETH M. MCHUGH
   __________________________                                                    May 11, 1998
   Kenneth M. McHugh             Controller (Principal Accounting Officer)

   PETER L. ACTON
   __________________________                                                    May 11, 1998
   Peter L. Acton                           Director

   THOMAS R. CRANE, JR.
   __________________________                                                    May 11, 1998
   Thomas R. Crane, Jr.                     Director

   L. ROBERT PFUND
   __________________________                                                    May 11, 1998
   L. Robert Pfund                          Director

   JAMES M. REED
   __________________________                                                    May 11, 1998
   James M. Reed                  Director, Vice Chairman of the Board

   GEORGE J. SELLA, JR.
   __________________________                                                    May 11, 1998
   George J. Sella, Jr.                     Director

   WILLIAM H. TRICE
   __________________________                                                    May 11, 1998
   William H. Trice                         Director
INDEX TO EXHIBITS

   Exhibit No.       Description

         5        Opinion of Pitney, Hardin, Kipp & Szuch.

         23(a)    Consent of Price Waterhouse LLP.

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

         24       Power of Attorney (included on signature page hereto).

         99       Directors' Stock Option Plan.