Washington, D. C.   20549

                            Form 10-Q


For Quarter Ended   May 31, 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
                                           May 31, 1994

     Common Stock                           13,355,000

     Common Stock Non-Voting                67,957,000



                                                         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

 Part II.  OTHER INFORMATION                                9

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

                                            May 31,      May 31,  November 30,
                                             1994          1993        1993

  Current Assets
     Cash and cash equivalents          $   19,061     $  5,915   $   12,838
     Accounts receivable - net             169,199      154,737      175,101
        Raw materials                      118,745      105,142      105,713
        Work in process                     47,824       41,739       36,418
        Finished goods                     172,363      136,683      179,120
                                           338,932      283,564      321,251
     Prepaid expenses                        6,061        9,738       17,960
     Deferred income taxes                  13,003        6,382       13,003

        Total current assets               546,256      460,336      540,153

  Investments                               48,588       39,783       45,728
  Property - net                           485,544      457,124      465,610
  Excess cost of acquisitions - net        146,916      134,314      130,638
  Prepaid allowances                       137,497      136,372      126,399
  Other assets                               4,954        4,303        4,708

        Total assets                    $1,369,755   $1,232,232   $1,313,236

  Current Liabilities
     Notes payable                      $  180,297     $270,666   $   76,389
     Current portion of long-term debt       9,693        4,853        8,299
     Outstanding checks                     14,421       13,894       25,401
     Accounts payable, trade                97,394       92,182      113,884
     Accrued payroll                        23,423       20,482       29,781
     Accrued sales allowances               23,410       21,896       31,240
     Other accr.exp. and liabilities        89,680       85,597       90,980
     Income taxes                            4,591        2,115       16,893

        Total current liabilities          442,909      511,685      392,867

  Long-term debt                           340,244      194,346      346,436
  Deferred income taxes                     31,622       39,443       39,006
  Employee benefit liabilities              67,204       53,509       63,875
  Other liabilities                          4,896        4,308        4,231
        Total liabilities                  886,875      803,291      846,415

  Shareholders' Equity
     Common Stock, no par value             50,181       50,063       53,470
     Com.Stock Non-Voting,no par value      99,933       88,380       93,047
     Retained earnings                     343,671      293,329      330,327
     Foreign currency translation
       adjustments                         (10,905)      (2,831)     (10,023)

        Total shareholders' equity         482,880      428,941      466,821

        Total liabilities and
           shareholders' equity         $1,369,755   $1,232,232   $1,313,236

                     See notes to financial statements.


                      McCORMICK & COMPANY, INCORPORATED


               (Dollars In Thousands Except Per Share Amounts)

                                   Three     Three          Six         Six
                                   Months    Months        Months      Months
                                   Ended     Ended         Ended       Ended
                                  May 31    May 31        May 31      May 31
                                  1994        1993         1994        1993

Net sales                       $396,342   $361,300      $764,065    $700,885
Costs of goods sold              254,670    228,873       489,622     445,556
Gross profit                     141,672    132,427       274,443     255,329
Selling, general and
  administrative expense         104,041    100,316       200,573     193,060
Profit from operations            37,631     32,111        73,870      62,269
Other income                       1,625      1,449         3,042       3,276
Interest expense                   9,034      7,981        17,160      15,248
Other expense                      2,831      1,624         4,311       2,883

Income before income taxes        27,391     23,955        55,441      47,414
Provision for income taxes        10,660      9,242        21,450      18,242

Income from consol operations     16,731     14,713        33,991      29,172
Income from unconsol ops           2,398      2,823         3,448       5,628

Income before accounting change   19,129     17,536        37,439      34,800

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

Net income                       $19,129    $17,536       $37,439     $ 8,174

Earnings per share before
   accounting change               $0.24      $0.21        $0.46       $0.43

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

Total earnings per share           $0.24      $0.21        $0.46       $0.10

Cash dividends declared per
   common share                    $0.12      $0.11        $0.24       $0.22

                     See notes to financial statements.

                     McCORMICK & COMPANY, INCORPORATED


                          (Dollars In Thousands)

                                                      Six           Six
                                                      Months        Months
                                                      Ended         Ended
                                                      May 31,        May 31,
                                                       1994           1993

Cash flows from operating activities
   Net income                                        $ 37,439     $  8,174
   Depreciation and amortization                       27,624       24,955
   Provision for deferred income taxes                  2,008        1,892
   Gain (loss) on sale of assets                          124          (35)
   Share of income from unconsolidated operations      (3,448)      (5,628)
   Dividend received from unconsolidated subsidiary     3,345        7,257
   Cumulative effect of accounting change                   -       26,626
   Changes in operating assets and liabilities net
   of effects from businesses acquired and disposed   (69,001)     (87,630)

Net cash used in operating activities                  (1,909)     (24,389)

Cash flows from investing activities
   Acquisitions of businesses                         (26,083)     (74,661)
   Purchases of property, plant and equipment         (41,903)     (40,146)
   Proceeds from sale of assets                           124          267
   Proceeds(payments) from forward exchange contract     (518)       8,373
   Other investments                                   (2,970)         (71)

Net cash used in investing activities                 (71,350)    (106,238)

Cash flows from financing activities
   Notes payable                                       59,052      159,202
   Long-term debt
   Borrowings                                          56,713          380
   Repayments                                         (14,869)      (7,138)
   Common stocks
   Issued                                               4,236       16,904
   Acquired by purchase                                (5,245)     (16,991)
   Dividends Paid                                     (19,489)     (17,727)

Net cash provided by financing activities              80,398      134,630

Effect of exchange rate changes on cash and
   cash equivalents                                      (916)         106

Increase/(Decrease) in cash and cash equivalents        6,223        4,109
Cash and cash equivalents at beginning of period       12,838        1,806

Cash and cash equivalents at end of period           $ 19,061     $  5,915

                    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 May 31, 1994, May 31, 1993 and
     November 30, 1993, and the results of operations for the three
     and six month periods ended May 31, 1994 and May 31, 1993, and
     the cash flows for the six month periods ended May 31, 1994
     and May 31, 1993.  Certain reclassifications have been made to
     the 1993 financial statements to conform with the 1994

2.   The results of consolidated operations for the three and six
     month periods ended May 31, 1994 are not necessarily
     indicative of the results to be expected for the full year.
     Historically, 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 and six month periods
     ended May 31, 1994 were computed by dividing net income by the
     weighted average number of common shares outstanding
     (81,353,000 - three months and 81,227,000 - six months).
     Earnings per common share for the three and six month periods
     ended May 31, 1993 were computed by dividing net income by the
     weighted average number of common shares outstanding
     (80,776,000 - three months, 80,616,000 - six months), plus
     dilutive common equivalent shares applicable to outstanding
     stock option and purchase plans (941,000 shares - three
     months, 1,162,000 shares - six months).  Common stock
     equivalents were not added to fiscal year 1994 weighted
     average common shares outstanding because they resulted in an
     insignificant dilution of earnings per share.

4.   Interest paid during the six month periods ended May 31, 1994
     and May 31, 1993 was $20,840 and $16,600 respectively.  Income
     taxes paid during the same periods were $38,905 and $33,100

5.   Changes in foreign currency exchange rates required
     adjustments to both the Excess Cost of Acquisition account and
     the Foreign Currency Translation Adjustments account at
     May 31, 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


6.   During the second quarter of 1994 the Company renewed certain
     prepaid allowance contracts.  Payments associated with these
     contracts are reflected in the Prepaid Allowance account at
     May 31, 1994.

7.   During the first half 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 $26,083.  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 May 31, 1994, using discounted cash flow analysis based on
     the Company's current incremental borrowing rate for debt of
     similar remaining maturities was $357,525.  This amount
     excludes $9,693 current portion of long-term debt which is
     considered to be at fair value.

11.  Through its medium-term note program, at May 31, 1994, the
     Company had issued $75,000 of notes with maturities of 12
     years and coupon rates ranging from 5.78% to 7.40%.  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 May 31,
     1994, the Company's commercial paper issuance amounted to
     $237,540, of which $75,000 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 and six months ended May 31,
1994 increased 10% and 9% respectively over the corresponding
periods last year.  In terms of sales volume alone, the increases
were 7% for both the quarter and the first half.  Second quarter
sales improved for all of the Company's businesses with the most
significant increases coming from the industrial and packaging
units, and to a lesser extent, from acquisitions.

Earnings per share for the second quarter and were $.24, a 14%
increase over 1993.  For the first six months of 1994, earnings per
share increased to $.46, compared to last year's $.43 before
cumulative effect of accounting change.  As expected, second
quarter earnings were favorably impacted by the  Company's Gilroy
Foods subsidiary, whose profitability has improved over last year
when it experienced exceptionally high onion costs.  Although most
of our other operating units had improved second quarter results,
operating profits were adversely affected by lower margins in the
industrial flavoring and seasoning business and also by flat sales
and competitive pressures in the domestic retail business.  These
are also reasons for the decline in the Company's overall gross
margin.  The Company's overall operating profit margin for the
second quarter was 9.5% as compared to 8.9% last year.  Results for
the first half show a similar improvement.  Although slightly below
last year, income from unconsolidated operations improved over
first quarter, primarily because of improved earnings from our
Mexican retail operation.

Return on equity , calculated by dividing twelve months to date net
income by average shareholder's equity during that period, was
21.7% at May 31, 1994.  This meets the Company's objective of
exceeding a 20% return on equity.

Financial Condition

The Company's capital structure (excluding $57.6 million
non-recourse debt) was 49.5% debt to total capital at May 31, 1994,
up from 44.3% at year end and 48.9% at May 31, 1993.  Typically the
Company reduces borrowing in the fourth quarter which historically
produces the highest percentage of sales volume, profits and cash
flows from operations. During the second quarter the Company
generated approximately $32 million cash from operations.  This
cash was primarily used for capital spending and shareholder
dividends.  The Company's current ratio declined to 1.2 at the end
of the second quarter as compared to 1.4 at year end 1993, but was
improved over .9 at May 31 last year.  During the second quarter
the Company issued $25 million of notes under its medium-term note
program to permanently finance commercial paper that was previously
classified as long-term.  These notes have a term of 12 years at a
range from 6.79% to 7.4%.  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
second quarter.

                   PART II - OTHER INFORMATION

Item 4    Submission of matters to a Vote of Security Holders

(a)  The Company held its annual meeting of stockholders on
     March 16, 1994.

(b)  No response required.

(c)  No response required.

(d)  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:                         By:
                                         Robert G. Davey
                                         Vice President &
                                      Chief Financial Officer

Date:                         By:
                                         J. Allan Anderson
                                    Vice President & Controller