FORM 10-K/A
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

                         AMENDMENT NO. 1

For the fiscal year 
ended November 30, 1994            Commission file number 0-748

                McCORMICK & COMPANY, INCORPORATED
     (Exact name of registrant as specified in its charter)


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


          18 Loveton Circle
          Sparks, Maryland                           21152
(Address of principal executive offices)          (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class       Name of each exchange on which registered

  Not Applicable                       Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, No Par Value    Common Stock Non-Voting, No Par Value
      (Title of Class)                     (Title of Class)

     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 such filing requirements
for the past 90 days.  Yes  X       No

      Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K    [   X   ]

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

Aggregate market value of the voting stock held by nonaffiliates of
the registrant . . . . . . .  $190,760,977

The aggregate market value indicated above was calculated as
follows: The number of shares of voting stock held by nonaffiliates
of the registrant as of January 31, 1995 was 8,718,509. This number
excludes shares held by the McCormick Profit Sharing Plan and
PAYSOP and its Trustees, the McCormick Pension Plan and its
Trustees, and the directors and officers of the registrant, who may
or may not be affiliates. This number was then multiplied by the
closing price of the stock as of January 31, 1995, $21.88.

Class           Number of Shares Outstanding            Date
Common Stock . . . . . .  13,199,186 . . . . . . . .  1/31/95
Common Stock Non-Voting . 68,045,563 . . . . . . . .  1/31/95

DOCUMENTS INCORPORATED BY REFERENCE

Document           Part of Form 10-K into which incorporated
Registrant's 1994 Annual Report to Stockholders Part I, Part II,
Part IV
Registrant's Proxy Statement dated 2/15/95. . . Part III, Part IV

SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.

McCORMICK & COMPANY,  INCORPORATED



By: /s/H. Eugene Blattman                                    
H. Eugene Blattman
President & Chief Executive Officer        February 27, 1995


     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.


Principal Executive Officer:

/s/H. Eugene Blattman   President &                   
H. Eugene Blattman      Chief Executive Officer  February 27, 1995



Principal Financial Officer:

/s/Robert G. Davey  Vice President &              
Robert G. Davey     Chief Financial Officer      February 27, 1995



Principal Accounting Officer:

/s/J. Allan Anderson  Vice President &             
J. Allan Anderson     Controller                  February 27, 1995


   Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons,
being a majority of the Board of Directors of McCormick & Company,
Incorporated, on the date indicated:


THE BOARD OF DIRECTORS:                     DATE:


/s/ James J. Albrecht                       February 27, 1995
James J. Albrecht

/s/ H. Eugene Blattman                      February 27, 1995
H. Eugene Blattman

/s/ James S. Cook                           February 27, 1995
James S. Cook

/s/ Robert G. Davey                         February 27, 1995
Robert G. Davey

/s/ Harold J. Handley                       February 27, 1995
Harold J. Handley

/s/ George W. Koch                          February 27, 1995
George W. Koch

/s/ Robert J. Lawless                       February 27, 1995
Robert J. Lawless

/s/ Charles P. McCormick, Jr.               February 27, 1995
Charles P. McCormick, Jr.

/s/ George V. McGowan                       February 27, 1995
George V. McGowan

/s/ Carroll D. Nordhoff                     February 27, 1995
Carroll D. Nordhoff

/s/ Richard W. Single, Sr.                  February 27, 1995
Richard W. Single, Sr.

/s/ William E. Stevens                      February 27, 1995
William E. Stevens

/s/ Karen D. Weatherholtz                   February 27, 1995
Karen D. Weatherholtz



SUPPLEMENTAL FINANCIAL SCHEDULE VIII CONSOLIDATED McCORMICK & COMPANY, INCORPORATED VALUATION AND QUALIFYING ACCOUNTS COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E .......ADDITIONS...... BALANCE CHARGED CHARGED AT TO COSTS TO BALANCE BEGINNING AND OTHER AT END DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR YEAR ENDED NOVEMBER 30, 1994 Deducted from assets to which they apply: Allowance for doubtful receivables....... $ 2,530,000 $1,132,000 $1,142,000 (F1) $ 2,520,000 Amortization of excess cost of acquisitions......... 23,994,000 5,566,000 $847,000 (F2) 1,515,000 (F3) 28,921,000 29,000 (F4) TOTAL $26,524,000 $6,698,000 $876,000 $2,657,000 $31,441,000 YEAR ENDED NOVEMBER 30, 1993 Deducted from assets to which they apply: Allowance for doubtful receivables....... $ 2,651,000 $ 355,000 $ 476,000 (F1) $ 2,530,000 Amortization of excess cost of acquisitions......... 19,936,000 4,571,000 513,000 (F2) 23,994,000 TOTAL $22,587,000 $4,926,000 $ 989,000 $26,524,000 YEAR ENDED NOVEMBER 30, 1992 Deducted from assets to which they apply: Allowance for doubtful receivables....... $ 3,465,000 $ 364,000 $1,178,000 (F1) $ 2,651,000 Amortization of excess cost of acquisitions........... 17,586,000 3,684,000 1,306,000 (F2) 19,936,000 28,000 (F4) TOTAL $21,051,000 $4,048,000 $2,512,000 $22,587,000 Notes: (F1) Accounts written off net of recoveries. (F2) Foreign exchange translation adjustments. (F3) Write-off of excess cost of acquisitions (Goodwill). (F4) Other adjustments.
McCormick and Company, Inc. Part I - Exhibit 11 (In Thousands Except Per Share Amounts) Statement re Computation of Per-Share Earnings* Year Ended November 30 Computation for Statement of Income 1994 1993 1992 Net Income $61,157 $73,054 $95,217 Reconciliation of Weighted Average Number of Shares Outstanding to Amount used in Primary Earnings Per Share Computation Weighted Average Number of Shares Outstanding 81,240 80,799 80,116 Add - Dilutive Effect of Outstanding Options (as Determined by the Application of the Treasury Stock Method) (1) 391 967 1,802 Weighted Average Number of Shares Outstanding As Adjusted for Equivalent Shares 81,631 81,766 81,918 PRIMARY EARNINGS PER SHARE $0.75 $0.89 $1.16 Year Ended November 30 Computation for Statement of Income 1994 1993 1992 Reconciliation of Weighted Average Number of Shares Outstanding to Amount used in Fully Diluted Earnings Per Share Computation Weighted Average Number of Shares Outstanding 81,240 80,799 80,116 Add - Dilutive Effect of Outstanding Options (As Determined by the Application of the Treasury Stock Method) (1) 391 990 1,857 Weighted Average Number of Shares Outstanding As Adjusted for Equivalent Shares 81,631 81,789 81,973 FULLY DILUTED EARNINGS PER SHARE $0.75 $0.89 $1.16 *See 1994 Annual Report, Note (1) of the Notes to Financial Statements. (1) "This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%."
 

5 1000 12-MOS NOV-30-1994 NOV-30-1994 15566 0 211331 (2520) 374467 657657 837057 (332458) 1568701 600828 374288 151703 0 0 338261 1568701 1694772 1694772 (1066573) (499963) (2599) 0 (38659) 86978 (33750) 61157 0 0 0 61157 .75 .75