Washington, D. C.   20549

                            Form 10-Q


For Quarter Ended  August 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
                                          August 31, 1994

     Common Stock                           13,261,000

     Common Stock Non-Voting                67,953,000



                                                         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                                    8,9

 Part II.  OTHER INFORMATION                                10

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

                                         Aug. 31,    Aug. 31,    Nov. 30,
                                           1994         1993      1993


  Current Assets
     Cash and cash equivalents          $   14,137   $ 10,881 $   12,838
     Accounts receivable - net             200,476    180,838    175,101
        Raw materials                      116,953    103,173    105,713
        Work in process                     47,645     36,975     36,418
        Finished goods                     201,800    169,341    179,120
                                           366,398    309,489    321,251
     Prepaid expenses                        6,385      3,868     17,960
     Deferred income taxes                  13,003      6,382     13,003

        Total current assets               600,399    511,458    540,153

  Investments                               51,019     43,267     45,728
  Property - net                           497,997    460,355    465,610
  Excess cost of acquisitions - net        197,221    129,910    130,638
  Prepaid allowances                       155,201    139,513    126,399
  Other assets                               5,452      4,350      4,708

        Total assets                    $1,507,289 $1,288,853 $1,313,236

  Current Liabilities
     Notes payable                      $  272,899 $  158,603 $   76,389
     Current portion of long-term debt      10,864      8,334      8,299
     Outstanding checks                     11,676     14,216     25,401
     Accounts payable, trade               113,874     94,561    113,884
     Accrued payroll                        26,715     24,724     29,781
     Accrued sales allowances               24,822     23,443     31,240
     Other accrued exp. and liabilities     93,196     80,877     90,980
     Income taxes                            7,148      4,995     16,893

        Total current liabilities          561,194    409,753    392,867

  Long-term debt                           355,303    340,607    346,436
  Deferred income taxes                     30,169     41,133     39,006
  Employee benefit liabilities              61,302     52,080     63,875
  Other liabilities                          4,083      4,414      4,231
        Total liabilities                1,012,051    847,987    846,415

  Shareholders' Equity
     Common Stock, no par value             49,808     52,136     53,470
     Common Stock Non-Voting, no par       100,809     92,494     93,047
     Retained earnings                     357,235    302,955    330,327
     Foreign currency trans. adj.          (12,614)    (6,719)   (10,023)

        Total shareholders' equity         495,238    440,866    466,821

        Total liabilities and
           shareholders' equity         $1,507,289 $1,288,853 $1,313,236

                              See notes to financial statements.


                      McCORMICK & COMPANY, INCORPORATED


               (Dollars In Thousands Except Per Share Amounts)

                                 Three Months Ended    Nine Months Ended
                                        August 31            August 31
                                     1994      1993       1994      1993

Net sales                         $422,141 $394,928  $1,186,206$1,095,813

Costs of goods sold                264,086  239,702     753,708   685,258
Gross profit                       158,055  155,226     432,498   410,555
Selling, general and
  administrative expense           107,627  107,425     308,200   300,485
Profit from operations              50,428   47,801     124,298   110,070
Other income                         1,304    1,467       4,346     4,743
Interest expense                     9,743    7,736      26,903    22,984
Other expense                        1,824    1,695       6,135     4,578

Income before income taxes          40,165   39,837      95,606    87,251
Provision for income taxes          15,030   17,041      36,480    35,283

Income from consol. operations      25,135   22,796      59,126    51,968
Income from unconsol. ops.           1,307    1,571       4,755     7,199

Income before accounting change     26,442   24,367      63,881    59,167

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

Net income                        $ 26,442 $ 24,367  $   63,881  $ 32,541

Earnings per share bef. accounting   $0.33    $0.30      $0.79     $0.72

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

Total earnings per share              $0.33    $0.30     $0.79     $0.39

Cash dividends declared per
   common share                       $0.12    $0.11     $0.36     $0.33

                     See notes to financial statements.

                      McCORMICK & COMPANY, INCORPORATED


                           (Dollars In Thousands)

                                                      Nine Months Ended
                                                     August 31,  August 31,
                                                        1994        1993

Cash flows from operating activities
     Net income                                        $ 63,881  $ 32,541
  Depreciation and amortization                          44,518    37,346
  Provision for deferred income taxes                     3,614     3,642
  Gain (loss) on sale of assets                             245       (23)
  Share of income from unconsolidated operations         (4,755)   (7,199)
  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      (132,571) (132,646)

Net cash used in operating activities                   (21,723)  (32,456)

Cash flows from investing activities
  Acquisitions of businesses                            (82,413)  (73,737)
   Purchases of property, plant and equipment           (64,950)  (56,918)
  Proceeds from sale of assets                              195       272
  Proceeds (payments) from forward exchange contract       (520)    9,584
   Other investments                                     (4,595)   (1,608)

Net cash used in investing activities                  (152,283) (122,407)

Cash flows from financing activities
  Notes payable                                         122,055   197,568
  Long-term debt
     Borrowings                                         102,425       398
     Repayments                                         (14,899)   (7,389)
  Common stocks
     Issued                                               5,034    23,576
     Acquired by purchase                                (8,658)  (23,287)
  Dividends Paid                                        (29,248)  (26,657)

Net cash provided by financing activities               176,709   164,209

Effect of exchange rate changes on cash and
  cash equivalents                                       (1,404)     (271)

Increase/(Decrease) in cash and cash equivalents          1,299     9,075
Cash and cash equivalents at beginning of period         12,838     1,806

Cash and cash equivalents at end of period             $ 14,137  $ 10,881

                     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 August 31, 1994, August 31, 1993
     and November 30, 1993, and the results of operations for the
     three and nine month periods ended August 31, 1994 and
     August 31, 1993, and the cash flows for the nine month periods
     ended August 31, 1994 and August 31, 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 and nine
     month periods ended August 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 nine month periods
     ended August 31, 1994 were computed by dividing net income by
     the weighted average number of common shares outstanding
     (81,292,000 - three months and 81,244,000 - nine months).
     Earnings per common share for the three and nine month periods
     ended August 31, 1993 were computed by dividing net income by
     the weighted average number of common shares outstanding
     (81,012,000 - three months, 80,744,000 - nine months), plus
     dilutive common equivalent shares applicable to outstanding
     stock option and purchase plans (768,000 shares - three
     months, 1,030,000 shares - nine 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 nine month periods ended August 31,
     1994 and August 31, 1993 was $29,862 and $26,300 respectively.
     Income taxes paid during the same periods were $54,100 and
     $44,500 respectively.

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
     August 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 presented.

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

7.   During the first nine months of 1994, the Company acquired the
     following:  Grupo Pesa, a Mexican seasoning company, the spice
     business of Tuko Oy of Finland, the retail seasoning brand of
     Hy's Fine Foods, Ltd. of Canada, the dessert business of
     Traders Pty., Ltd. of Australia, Butty, a Swiss herb and spice
     business, Minipack, a packaging business in the United
     Kingdom, and Noel Holdings, Ltd., a leading supplier of
     specialty foods based in the United Kingdom.  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 $82,413.  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

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 expects to
     adopt the standard in the 4th quarter of 1994.  The effect of
     this accounting change on the Company's financial statements
     will not be material.

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 August 31, 1994, using discounted cash flow analysis based
     on the Company's current incremental borrowing rate for debt
     of similar remaining maturities was $368,463.  This amount
     excludes $10,864 current portion of long-term debt which is
     considered to be at fair value.

11.  Through its medium-term note program, at August 31, 1994, the
     Company had issued $105,000 of notes. Included with these issues
     $95,000 have maturities of 12 years and coupon rates ranging from
     5.78% to 7.77%.  The remaining $10 million have a final maturity
     of 30 years with a put option in year ten, and a coupon rate of 7.63%.
     The Company also had available credit facilities with domestic and
     foreign banks in the aggregate of $340,000.  There were no
     borrowings outstanding against these facilities.  At
     August 31, 1994, the Company's commercial paper issuance
     amounted to $277,540, of which $45,000 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 nine months ended
August 31, 1994 increased 7% and 8% respectively over the
corresponding periods last year.  In terms of sales volume alone,
the increases were 7% for both the quarter and the first nine
months.  Third quarter sales improved for most of the Company's
businesses.  Sales from newly acquired businesses contributed
approximately 2% to the third quarter increase.

Earnings per share increased 10% for both the third quarter and
first nine months of fiscal 1994.  Earnings per share for the
quarter were $.33 versus $.30 in 1993.  Earnings for the first nine
months of 1994 increased to $.79, compared to the prior year's
earnings of $.72 before the cumulative effect of accounting change.
Operating profit improvement slowed in the third quarter largely
due to margin pressure in our industrial units.  Selling, general
and administrative expenses for the quarter were held level with
1993 and helped moderate the effect of lower gross margins.   The
Company's overall operating profit margin for the third quarter was
11.9% as compared to 12.1% last year.  The operating profit margin
for the first nine months is slightly ahead of last year.  Rising
interest rates coupled with a higher debt level drove interest
expense for the quarter up $2 million over last year's third
quarter.  This increase was offset by a comparatively lower
provision for income taxes this year.  Last year the tax provision
was increased in the third quarter to adjust for the retroactive
federal income tax rate increase.  Slightly below last year, income
from unconsolidated operations for the quarter continue to be
affected by  lower earnings from our Mexican retail joint venture
which is experiencing increased competition in the markets it

Return on equity , calculated by dividing twelve months to date net
income by average shareholder's equity during that period, was
21.9% at August 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 54% debt to total capital at August 31,
1994, up from 44.3% at year end and 50.4% at August 31, 1993.
During the third quarter the Company increased borrowings by
approximately $109 million.  This cash was primarily used for
acquisitions of businesses, capital spending, shareholder dividends

and seasonal working capital needs.  Typically the Company reduces
borrowing in the fourth quarter which historically produces the
highest percentage of sales volume, profits and cash flows from
operations. The Company's current ratio declined to 1.1 at the end
of the third quarter as compared to 1.4 at year end 1993, and 1.2
at August 31 last year.  During the third quarter the Company
issued $30 million of notes under its medium-term note program.
Included with these issues, $20 million have a term of 12 years with
coupon rates ranging from 7.67% to 7.77%. The remaining $10 million
have a final maturity of 30 years with a put option in year ten, and a
coupon rate of 7.63%.  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 third quarter.

Other Events

On October 11, 1994 the Company announced a plan of restructuring
which will result in a charge to 4th quarter 1994 earnings of
approximately $66 million before tax ($44 million after tax).  This
plan includes the closing of two domestic manufacturing facilities,
the realignment of the Company's manufacturing operations in the
United Kingdom, the sale of the Company's frozen food subsidiary,
and the consolidation of a number of staff activities.  These
actions will result in the reduction of 600 positions or 7% of the
Company's worldwide work force.  This restructuring is viewed by
management as an investment in the future to keep the Company in a
leadership position in the markets in which we compete, to assure
our status as a low cost producer and ultimately to enhance
shareholder value.


Item 6    Exhibits and Reports on Form 8-K

(a)  No response required.

(b)  Reports on Form 8-K.  On October 12, 1994, the Company filed
     a report on Form 8-K, dated October 11, 1994, in response to
     Item 5 Other Events of Form 8-K, which incorporated by
     reference a Press Release dated October 11, 1994 announcing a
     major restructuring program.


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:  October 12, 1994       By:
                                         Robert G. Davey
                                         Vice President &
                                      Chief Financial Officer

Date:  October 12, 1994       By:
                                         J. Allan Anderson
                                    Vice President & Controller



5 1000 QTR-3 NOV-30-1994 AUG-31-1994 14137 0 203422 (2946) 366398 600399 819027 (321030) 1507289 561194 355303 150617 0 0 344621 1507289 1186206 1186206 753708 (308200) (1789) 0 (26903) 95606 (36480) 63881 0 0 0 63881 0.79 0.79