Washington, D. C.   20549

                            Form 10-Q


For Quarter Ended  February 28, 1994   Commission File Number 0-748

     (Exact name of registrant as specified in its charter)

          MARYLAND                                52-0408290
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

18 Loveton Circle, P. O. Box 6000, Sparks, MD       21152-6000
  (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (410) 771-7301

   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 (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to filing requirements for
the past 90 days.   Yes  X    No

   Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable

                                        Shares Outstanding
                                        February 28, 1994

     Common Stock                            13,603,000

     Common Stock Non-Voting                 67,768,000

                     McCORMICK & COMPANY, INCORPORATED


                                                                Page No.


        Condensed Consolidated Balance Sheets                      2

        Condensed Consolidated Statements of Income                3

        Condensed Consolidated Statements of Cash Flows            4

        Notes to Condensed Consolidated Financial Statements      5, 6, 7

        Management's Discussion and Analysis of Financial
          Condition and Results of Operations                     8, 9

 Part II.  OTHER INFORMATION                                       10

                          PART I.  FINANCIAL INFORMATION
                        McCORMICK & COMPANY, INCORPORATED
                                 (In Thousands)

                                                 Feb. 28,  Feb. 28,   Nov. 30,
ASSETS                                            1994       1993      1993
  Current Assets
     Cash and cash equivalents                $   18,201   $  5,647$   12,838
     Accounts receivable - net                   159,968    140,161   175,101
        Raw materials                            113,830    101,650   105,713
        Work in process                           48,403     38,717    36,418
        Finished goods                           168,843    137,321   179,120
                                                 331,076    277,688   321,251
     Prepaid expenses                             13,369     16,591    17,960
     Deferred income taxes                        13,003      6,382    13,003

        Total current assets                     535,617    446,469   540,153

  Investments                                     66,097     40,329    45,728
  Property - net                                 474,247    429,938   465,610
  Excess cost of acquisitions - net              134,330    120,064   130,638
  Prepaid allowances                             146,902    141,348   126,399
  Other assets                                     4,569      4,364     4,708

        Total assets                          $1,361,762 $1,182,512$1,313,236

  Current Liabilities
     Notes payable                            $  171,350   $240,790$   76,389
     Current portion of long-term debt             8,275      5,084     8,299
     Outstanding checks                           12,062     13,543    25,401
     Accounts payable, trade                      95,621     79,918   113,884
     Accrued payroll                              15,742     18,030    29,781
     Accrued sales allowances                     25,719     19,743    31,240
     Other accrued expenses and liabilities       81,694     82,228    90,980
     Income taxes                                 17,780     11,074    16,893

        Total current liabilities                428,243    470,410   392,867

  Long-term debt                                 343,562    198,810   346,436
  Deferred income taxes                           39,959     38,013    39,006
  Employee benefit liabilities                    67,670     54,315    63,875
  Other liabilities                                4,959      4,837     4,231
        Total liabilities                        884,393    766,385   846,415

  Shareholders' Equity
     Common Stock, no par value                   50,944     47,867    53,470
     Common Stock Non-Voting, no par value        98,919     83,649    93,047
     Retained earnings                           336,616    289,467   330,327
     Foreign currency translation adjustments     (9,110)    (4,856)  (10,023)

        Total shareholders' equity               477,369    416,127   466,821

        Total liabilities and shareholders'
           equity                             $1,361,762 $1,182,512$1,313,236

                       See notes to financial statements.


                     McCORMICK & COMPANY, INCORPORATED

            (Dollars In Thousands Except Per Share Amounts)

                                           Three Months Ended
                                      February 28,     February 28,
                                          1994             1993

Net sales                               $367,723         $339,585

Costs of goods sold                      234,952          216,683
Gross profit                             132,771          122,902
Selling, general and
  administrative expense                  96,532           92,744
Profit from operations                    36,239           30,158
Other income                               1,417            1,827
Interest expense                           8,126            7,267
Other expense                              1,480            1,259

Income before income taxes                28,050           23,459
Provision for income taxes                10,790            9,000

Income from consolidated operations       17,260           14,459
Income from unconsolidated operations      1,050            2,805

Income before accounting change           18,310           17,264

Cumulative effect on prior years of
  accounting change                          -            (26,626)

Net income (loss)                       $ 18,310         $ (9,362)

Earnings per share before accounting
  change                                   $0.23           $ 0.21

Cumulative effect on prior years of
  accounting change                          -              (0.33)

Total earnings (loss) per common share     $0.23           $(0.12)

Cash dividends declared per
   common share                            $0.12           $ 0.11

                  See notes to financial statements.


                      McCORMICK & COMPANY, INCORPORATED


                           (Dollars In Thousands)

                                                        Three Months Ended
                                                        Feb. 28,   Feb. 28,
                                                          1994       1993

Cash flows from operating activities
  Net income                                            $ 18,310   $ (9,362)
  Depreciation and amortization                           13,130     11,996
  Provision for deferred income taxes                        932        928
  Gain on sale of assets                                     (49)       (61)
  Share of income from unconsolidated operations          (1,050)    (2,805)
  Dividend received from unconsolidated subsidiary             -      3,990
  Cumulative effect of accounting change                       -     26,626
  Changes in operating assets and liabilities net of
    effects from businesses acquired and disposed        (65,344)   (89,695)

Net cash used in operating activities                    (34,071)   (58,383)

Cash flows from investing activities
  Acquisitions of businesses                             (23,083)   (41,910)
   Purchases of property, plant and equipment            (21,284)   (20,900)
  Proceeds from sale of assets                                31        225
  Proceeds from forward exchange contract                      -      8,373
   Other investments                                        (106)      (371)

Net cash used in investing activities                    (44,442)   (54,583)

Cash flows from financing activities
  Notes payable                                           75,182    129,263
  Long-term debt
     Borrowings                                           20,059        917
     Repayments                                           (2,242)    (2,237)
  Common stocks
     Issued                                                3,626      9,544
     Acquired by purchase                                 (2,577)   (11,769)
  Dividends Paid                                          (9,724)    (8,844)

Net cash provided by financing activities                 84,324    116,874

Effect of exchange rate changes on cash and
  cash equivalents                                          (448)       (67)

Increase/(Decrease) in cash and cash equivalents           5,363      3,841
Cash and cash equivalents at beginning of period          12,838      1,806

Cash and cash equivalents at end of period              $ 18,201   $  5,647

                     See notes to financial statements.



         (Dollars in Thousands Except per Share Amounts)

1.   In the opinion of the Company, the accompanying consolidated
     financial statements contain all adjustments (consisting of
     only normal recurring accruals) necessary to present fairly
     the financial position as of February 28, 1994, February 28,
     1993 and November 30, 1993, and the results of operations for
     the three month periods ended February 28, 1994 and February
     28, 1993, and the cash flows for the three month periods ended
     February 28, 1994 and February 28, 1993.  Certain reclassi-
     fications have been made to the 1993 financial statements to
     conform with the 1994 presentation.

2.   The results of consolidated operations for the three month
     period ended February 28, 1994 are not necessarily indicative
     of the results to be expected for the full year.  Histor-
     ically, the Company's consolidated sales and profits are lower
     in the first two quarters of the fiscal year, and increase in
     the third and fourth quarters.

3.   Earnings per common share for the three month period ended
     February 28, 1994 was computed by dividing net income by the
     weighted average number of common shares outstanding
     (81,136,000).  Earnings per common share for the three month
     period ended February 28, 1993 was computed by dividing net
     income by the weighted average number of common shares
     outstanding (80,485,000), plus dilutive common equivalent
     shares applicable to outstanding stock options and purchase
     plans (1,382,000).  Common stock equivalents were not added
     to fiscal year 1994 weighted average common shares outstanding
     because they resulted in an insignificant dilution in earnings
     per share.

4.   Interest paid during the three month periods ended
     February 28, 1994 and February 28, 1993 was $11,200 and
     $10,400 respectively.  Income taxes paid during the same
     periods were $7,200 and $17,200 respectively.

5.   Changes in foreign currency exchange rates required adjust-
     ments to both the Excess Cost of Acquisition account and the
     Foreign Currency Translation Adjustments account at
     February 28, 1994 and are primarily responsible for the
     changes in the translation adjustment account for the periods
     presented.  These exchange rate changes plus amounts recorded
     as a result of business  acquisitions largely account for the
     change in the Excess Cost of Acquisition account for the
     periods presented.


6.   During the first quarter of 1994 the Company renewed certain
     prepaid allowance contracts.  Payments associated with these
     contracts are reflected in the Prepaid Allowance account at
     February 28, 1994.

7.   During the first quarter of 1994, the Company acquired Grupo
     Pesa, a Mexican seasoning company, the spice business of Tuko
     Oy of Finland, and the retail seasoning brand of Hy's Fine
     Foods, Ltd. of Canada.  The assets and liabilities acquired
     in these transactions have been recorded using the purchase
     method of accounting at their estimated fair values at the
     date of acquisition.  The aggregate purchase price of these
     acquisitions was $23,083.  While these acquisitions are
     expected to contribute positively to the Company's future
     sales and earnings, they are not material in relation to the
     Company's consolidated financial statements, and therefore pro
     forma financial information has not been presented.

8.   In November 1993, the Company adopted SFAS No. 106, "Employers
     Accounting for Postretirement Benefits Other Than Pensions"
     effective as of December 1, 1992.  This accounting standard
     requires the expected cost of postretirement benefits be
     accrued during the years that employees render services.
     Prior to 1993, the Company recognized these expenses based on
     claims paid.

     The Company recognized a transition obligation which was based
     on the aggregate amount that would have been recorded in prior
     years had the new standard been in effect for those years, as
     a one-time charge to 1993 income of $26,600 or $.33 per share,
     net of approximately $17,200 of income tax benefit.  The
     incremental change to 1993 net income by applying SFAS 106
     rather than the previous accounting method was $2,200 net of
     income tax benefit, or $.03 per share.

     Results for the first three quarters of 1993 have been
     restated to reflect this change.

9.   In November 1992, the Financial Accounting Standards Board
     issued SFAS No. 112, "Employers' Accounting for Postemployment
     Benefits."  This standard requires that employers accrue a
     liability for their obligation to provide postemployment
     benefits as employees earn the right to receive them, provided
     that payment of the benefits is probable and the amount of the
     benefits can be reasonably estimated.  The Company has not yet
     determined when this standard will be adopted.  The effect of
     this accounting change on the Company's financial statements
     is not expected to be material.  The Company must adopt this
     standard no later than in its fiscal year ending November 30,


10.  SFAS No. 107, "Disclosures About Fair Value of Financial
     Instruments" requires disclosure of the estimated fair value
     of certain financial instruments.  Cash, receivables, short-
     term borrowings, accounts payable, and accrued liabilities are
     reflected in the financial statements at fair value because
     of the short-term maturity of these instruments.  Investments,
     principally in unconsolidated affiliates, are not readily
     marketable and therefore it is not practicable to estimate
     their fair value.  The estimated fair value of long-term debt
     at February 28, 1994, using discounted cash flow analysis
     based on the Company's current incremental borrowing rate for
     debt of similar remaining maturities was $377,966.  This
     amount excludes $8,275 current portion of long-term debt which
     is considered to be at fair value.

11.  Through its medium-term note program, at February 28, 1994,
     the Company had issued $50,000 of notes with maturities of 12
     years and coupon rates ranging from 5.78% to 6.24%.  The
     Company also had available credit facilities with domestic and
     foreign banks in the aggregate of $290,000.  There were no
     borrowings outstanding against these facilities.  At February
     28, 1994, the Company's commercial paper issuance amounted to
     $257,000, of which $100,000 has been classified as long-term
     debt reflecting the Company's ability and intention to
     refinance this amount on a long-term basis through its medium-
     term note program.




Results of Operations

Consolidated net sales for the three months ended February 28, 1994
increased 8% over the corresponding period last year.  This
increase was largely attributable to sales volume gains.  Almost
every operating unit reported increased sales, with particularly
strong performances coming from the Company's industrial,
international and plastic packaging businesses.

Income from consolidated operations was up 19%.  Key contributors
were also the industrial, international and plastic packaging
businesses.  This operating improvement was achieved even though
the Company's overall gross profit margin remained approximately
even with last year's first quarter, which was depressed because of
high onion costs at our Gilroy unit.  Although the gross margin at
Gilroy has now improved, the overall gross margin for the Company
did not, because a higher percentage of total sales were from the
industrial and plastic packaging businesses which deliver lower
gross margins.  These businesses earn good operating profit
margins, however, because they  do not require the high level of
advertising and promotion support required by our retail consumer
products businesses.  Lower costs resulting from changes the
Company made to its health care benefits program in 1993, also had
a favorable impact on first quarter results.  Income from our
unconsolidated joint ventures was down $1.8 million or
approximately $.02 per share.  This decline can be attributed
primarily to higher sales promotion expenses in our Mexican retail
operation.  We expect improvement in our unconsolidated operations
as the year progresses.  Net income rose to $18.3 million while
earnings per share increased to $.23, up 9.5% excluding the effect
of the 1993 one-time charge for postretirement benefits.

Return on equity (ROE), calculated by dividing twelve months to
date net income by average shareholders' equity during that period,
was 21.8% at February 28, 1994. This compares to ROE from
continuing operations of 22.0% at year-end 1993 and 22.7% at
February 28, 1993.  ROE from continuing operations excludes the
impact of the one-time charge for postretirement benefits.  After
reducing net income and equity for the impact of this one-time
charge, ROE was 17.0% at year-end 1993 and 16.6% at February 28,


Financial Condition

The Company's capital structure (excluding $57.6 million
non-recourse debt) was 49.4% debt to total capital at February 28,
1994, up from 44.3% at year-end 1993 and 48.1% at February 28,
1993.  During this year's first quarter the Company increased
borrowing to meet seasonal operating capital needs and also to
provide $23 million for three acquisitions.  These acquisitions
were (1) Grupo Pesa, a Mexican seasoning company which is a leading
supplier to Mexico's food processing industry, (2) the spice
business of Tuko Oy in Finland, which had been manufacturing
spices, seasonings and specialty foods under license from the
Company and (3) a retail brand previously owned by Hy's Fine Foods
in Canada.  Typically the Company reduces borrowing in the fourth
quarter which historically produces its highest percentage of sales
volume, profits and cash flows from operations.  The Company's
current ratio declined to 1.3 from 1.5 at year-end 1993, but was
improved over .9 at February 28, 1993.  During the first quarter
the Company issued $20 million of notes under its medium-term note
program.  These notes have a term of 12 years at 6.24%.  The
Company continues to maintain $290 million of committed credit
facilities that provide additional liquidity.  These facilities
were not in use at the end of the first quarter.


                   PART II - OTHER INFORMATION

No response required.


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.

                                 McCORMICK & COMPANY, INCORPORATED

Date:   April 8, 1994         By:
                                        James A. Hooker
                                       Vice President &
                                    Chief Financial Officer

Date:   April 8, 1994         By:
                                       J. Allan Anderson
                                   Vice President & Controller