SC TO-T/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                 SCHEDULE TO/A
                                (Rule 14d-100)
                 Tender Offer Statement Under Section 14(d)(1)
          or Section 13(e)(1) of the Securities Exchange Act of 1934
                      (Amendment No. 3--Final Amendment)

                             BUSH BOAKE ALLEN INC.
                      (Name of Subject Company (Issuer))

                              B ACQUISITION CORP.
                         a wholly owned subsidiary of

                    INTERNATIONAL FLAVORS & FRAGRANCES INC.
                     (Names of Filing Persons (Offerors))

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                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
                        (Title of Class of Securities)

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                                   123162109
                     (CUSIP Number of Class of Securities)

                            Stephen A. Block, Esq.
             Senior Vice President, General Counsel and Secretary
                    International Flavors & Fragrances Inc.
                             521 West 57th Street
                           New York, New York 10019
                           Telephone: (212) 765-5500
  (Name, address and telephone number of person authorized to receive notices
                and communications on behalf of filing persons)

                                   Copy to:
                             Roger S. Aaron, Esq.
                            Stephen F. Arcano, Esq.
                   Skadden, Arps, Slate, Meagher & Flom LLP
                               Four Times Square
                         New York, New York 10036-6522
                           Telephone: (212) 735-3000

                           CALCULATION OF FILING FEE

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        Transaction Valuation*                            Amount of Filing Fee
            $1,006,509,685                                     $201,302**
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 * For purposes of calculating amount of filing fee only. This amount assumes
   the purchase of (i) all outstanding shares of common stock of Bush Boake
   Allen Inc. (19,351,063 shares) at a purchase price of $48.50 per share and
   (ii) shares of common stock of Bush Boake Allen Inc. subject to options
   that will be vested and exercisable as of the closing of this offer
   (1,401,714 shares) at a purchase price of $48.50 per share. The amount of
   the filing fee calculated in accordance with Rule 0-11 of the Securities
   Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction
   value.
** This amount has previously been paid.

[_]Check the box if any part of the fee is offset as provided by Rule 0-
   11(a)(2) and identify the filing with which the offsetting fee was
   previously paid. Identify the previous filing by registration statement
   number or the Form or Schedule and the date of its filing.

  Amount Previously Paid: N/A            Form or Registration No.: N/A
  Filing Parties: N/A                    Date Filed: N/A

[_]Check the box if the filing relates solely to preliminary communications
   made before the commencement of a tender offer.

  Check the appropriate boxes below to designate any transactions to which
     the statement relates:
  [X]third-party tender offer subject to Rule 14d-1.
  [_]issuer tender offer subject to Rule 13e-4.
  [_]going-private transaction subject to Rule 13e-3.
  [_]amendment to Schedule 13D under Rule 13d-2.

  Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [X]

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  This Amendment No. 3, which is the final amendment, to the Tender Offer
Statement on Schedule TO (the "Schedule TO"), filed initially with the
Securities and Exchange Commission on October 6, 2000, relates to the third-
party tender offer by B Acquisition Corp., a Virginia corporation ("Merger
Subsidiary") and a wholly owned subsidiary of International Flavors &
Fragrances Inc., a New York corporation ("Parent"), to purchase all
outstanding shares of common stock of Bush Boake Allen Inc., a Virginia
corporation (the "Company"), par value $1.00 per share (the "Shares"), at
$48.50 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal (which, together with all amendments or supplements thereto, are
herein collectively referred to as the "Offer"). Capitalized terms used herein
but not defined herein shall have the meanings ascribed to them in the Offer
to Purchase.

Items 1, 4 and 11.

  Items 1, 4 and 11 are hereby amended and supplemented to add the following:

  The Offer expired at 12:00 midnight, New York City time, on Friday, November
3, 2000. Based on information provided by the Depositary to Parent, as of
November 3, 2000, a total of at least 18,833,316 Shares, representing at least
97% of the outstanding Shares, have been validly tendered and not withdrawn
pursuant to the Offer. Merger Subsidiary has accepted for prompt payment all
Shares validly tendered pursuant to the Offer.

  On November 6, 2000, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference.

Item 12. Exhibits.

  Item 12 is hereby amended and supplemented to add the following new exhibit:

  (a)(10) Press Release, dated November 6, 2000.


                                   SIGNATURE

  After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

                                          B Acquisition Corp.

                                                  /s/ Stephen A. Block
                                          By: _________________________________
                                            Name: Stephen A. Block
                                            Title: Vice President, Secretary
                                            and Treasurer

                                          International Flavors & Fragrances
                                          Inc.

                                                  /s/ Stephen A. Block
                                          By: _________________________________
                                            Name: Stephen A. Block
                                            Title:  Senior Vice President,
                                                    General Counsel and
                                                    Secretary

Dated: November 6, 2000

                                       3

EX-99.(A)(10)

   International Flavors & Fragrances Completes Tender Offer for All of the
              Outstanding Shares of Bush Boake Allen Common Stock

  New York, New York, November 6, 2000--International Flavors & Fragrances
Inc. (NYSE: IFF) and Bush Boake Allen Inc. (NYSE: BOA) today announced the
successful completion of the cash tender offer for all outstanding shares of
common stock of Bush Boake Allen. The tender offer, which commenced on October
6, 2000, expired at 12:00 midnight New York City time on Friday, November 3,
2000.

  IFF has been advised by The Bank of New York, the Depositary for the tender
offer, that a total of at least 18,833,316 shares of Bush Boake Allen common
stock had been validly tendered and not withdrawn prior to the expiration of
the offer. The number of shares tendered and not withdrawn represents at least
97% of the outstanding shares of Bush Boake Allen. All such shares have been
accepted for purchase in accordance with the terms of the offer and payment
for these shares will be made promptly.

  IFF intends to complete the acquisition of Bush Boake Allen through a merger
in which all shares of common stock not validly tendered in the tender offer
will be converted into the right to receive $48.50 per share in cash. Payment
of such amount will be made following the merger upon proper presentation of
certificates formerly representing shares to The Bank of New York, Paying
Agent for the merger, together with a properly completed letter of
transmittal. Transmittal materials will be sent to stockholders following the
merger.

  IFF is the world's leading creator and manufacturer of flavors and
fragrances used by others to impart or improve flavor or fragrance in a wide
variety of consumer products. IFF has sales, manufacturing and creative
facilities in more than 35 countries worldwide with sales of $1.44 billion in
1999.

  Bush Boake Allen, which conducts operations on six continents, has 60
locations in 38 countries worldwide. Bush Boake Allen supplies flavors and
fragrances to the world's leading consumer products companies for use in
foods, beverages, soaps and detergents, cosmetics, toiletries, personal care
items and related products. Its aroma chemicals, natural extracts and
essential oils serve as raw materials for a wide range of compounded flavors
and fragrances. Bush Boake Allen had 1999 worldwide sales of $499 million.