Washington, D. C.   20549

                            Form 10-Q


For Quarter Ended     May 31, 1995     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               (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, 1995   

     Common Stock                            12,616,000   

     Common Stock Non-Voting                 68,555,000 

                     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                     8,9,10

 Part II.  OTHER INFORMATION                                       11



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

                                                 May 31,    May 31,  Nov. 30,
ASSETS                                            1995       1994      1994  
  Current Assets
     Cash and cash equivalents                  $ 18,607   $ 19,061  $ 15,566
     Accounts receivable - net                   201,106    169,199   208,811
        Raw materials                            136,681    118,745   125,413
        Work in process                           54,959     47,824    42,987
        Finished goods                           197,790    172,363   206,067
                                                 389,430    338,932   374,467
     Prepaid expenses                             18,054      6,061    15,343
     Deferred income taxes                        43,470     13,003    43,470

        Total current assets                     670,667    546,256   657,657

  Investments                                     53,726     48,588    62,410
  Property - net                                 512,770    485,544   504,599
  Excess cost of acquisitions - net              186,265    146,916   196,166
  Prepaid allowances                             207,672    137,497   143,181
  Other assets                                     3,648      4,954     4,688

        Total assets                          $1,634,748 $1,369,755$1,568,701

  Current Liabilities
     Notes payable                              $327,821   $180,297  $202,542
     Current portion long-term debt                8,119      9,693    11,532
     Outstanding checks                           12,360     14,421    17,955
     Accounts payable, trade                     140,623     97,394   128,236
     Accrued payroll                              19,923     23,423    30,424
     Accrued sales allowances                     26,457     23,410    38,373
     Accrued restructuring costs                  18,794          -    50,334
     Other accrued expenses and liab.            117,511     89,680   107,125
     Income taxes                                  7,498      4,591    14,307

        Total current liabilities                679,106    442,909   600,828

  Long-term debt                                 362,952    340,244   374,288
  Deferred income taxes                           23,120     31,622    19,229
  Employee benefit liabilities                    75,253     67,204    68,375
  Other liabilities                               16,488      4,896    16,017
        Total liabilities                      1,156,919    886,875 1,078,737
  Shareholders' Equity
     Common Stock, no par value                   49,180     50,181    50,006
     Common Stock Non-Voting, no par             107,689     99,933   101,697
     Retained earnings                           346,802    343,671   343,285
     Foreign currency translation adj.           (25,842)   (10,905)   (5,024)

        Total shareholders' equity               477,829    482,880   489,964

        Total liabilities and
           shareholders' equity               $1,634,748 $1,369,755$1,568,701

                       See notes to financial statements.




            (Dollars In Thousands Except Per Share Amounts)

                              Three Months Ended   Six Months Ended
                                    May 31               May 31
                                1995      1994       1995      1994

Net sales                     $444,983  $396,342   $870,416  $764,065

Cost of goods sold             293,672   254,670    577,289   489,622
Gross profit                   151,311   141,672    293,127   274,443
Selling, general and
  administrative expense       111,570   104,041    209,443   200,573
Profit from operations          39,741    37,631     83,684    73,870
Other income (expense) - net    (1,268)   (1,206)       581    (1,269)
Interest expense                14,137     9,034     27,787    17,160

Income before income taxes      24,336    27,391     56,478    55,441
Provision for income taxes       8,760    10,660     20,760    21,450 

Income from consolidated
  operations                    15,576    16,731     35,718    33,991
Income (loss) unconsolidated
  operations                       466     2,398       (330)    3,448

Net income                    $ 16,042  $ 19,129   $ 35,388  $ 37,439
Earnings per common share        $0.20     $0.24      $0.44     $0.46

Cash dividends declared per
   common share                  $0.13     $0.12      $0.26     $0.24

                  See notes to financial statements.


                      McCORMICK & COMPANY, INCORPORATED


                           (Dollars In Thousands)

                                                         Six Months Ended
                                                         May 31,    May 31,
                                                          1995       1994  

Cash flows from operating activities
  Net income                                            $ 35,388   $ 37,439
  Depreciation and amortization                           31,680     27,624
  Provision for deferred income taxes                      1,117      2,008
  Gain on sale of assets                                      75        124
  Share of (income) loss unconsolidated oper.                330     (3,448)
  Dividend received unconsolidated subsidiary                  -      3,345
  Changes in assets and liabilities net of
    businesses acquired and disposed                    (113,951)   (69,001)

Net cash used in operating activities                    (45,361)    (1,909)

Cash flows from investing activities
  Acquisitions of businesses                                (981)   (26,083)
  Purchases of property, plant and equipment             (35,445)   (41,903)
  Proceeds from sale of assets                               383        124
  Proceeds (payments) from forward exchange contract       4,361       (518)
  Other investments                                       (2,898)    (2,970)

Net cash used in investing activities                    (34,580)   (71,350)

Cash flows from financing activities
  Notes payable                                          126,257     59,052
  Long-term debt
     Borrowings                                            1,021     56,713
     Repayments                                          (17,028)   (14,869)
  Common stocks
     Issued                                                5,326      4,236
     Acquired by purchase                                (12,554)    (5,245)
  Dividends paid                                         (21,096)   (19,489)
  Minority interest                                          703          -

Net cash provided by financing activities                 82,629     80,398

Effect of exchange rate changes on cash and
  cash equivalents                                           353       (916)

Increase/(Decrease) in cash and cash equivalents           3,041      6,223
Cash and cash equivalents at beginning of period          15,566     12,838

Cash and cash equivalents at end of period              $ 18,607   $ 19,061

                     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, 1995, May 31, 1994 and
     November 30, 1994, and the results of operations for the three
     and six month periods ended May 31, 1995 and May 31, 1994, and
     the cash flows for the six month periods ended May 31, 1995
     and May 31, 1994.  Certain reclassifications have been made
     to the 1994 financial statements to conform with the 1995

2.   The results of consolidated operations for the three and six
     month periods ended May 31, 1995 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, 1995 were computed by dividing net income by the
     weighted average number of common shares outstanding
     (81,161,000 - three months and 81,170,000 - six months). 
     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).  The
     dilutive effect of common stock equivalents is not material.

4.   Interest paid during the six month periods ended May 31, 1995
     and May 31, 1994 was $22,990 and $20,840 respectively.  Income
     taxes paid during the same periods were $21,300 and $38,900

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, 1995 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 in the last half of fiscal 1994,
     largely account for the change in the Excess Cost of
     Acquisition account for the periods presented.

6.   During the second quarter of 1995 the Company renewed certain
     prepaid allowance contracts.  Payments associated with these
     contracts are reflected in the Prepaid Allowance account at
     May 31, 1995, less amortization as of that date.


7.   The estimated fair values of the Company's significant
     financial instruments at May 31, 1995 follows:

                                             Estimated  Carrying
                                             Fair Value  Amount 

     Cash & cash equivalents................ $ 18,607   $ 18,607
     Trade receivables......................  184,741    184,741
     Short-term borrowings..................  327,821    327,821
     Current portion of long-term debt......    8,119      8,119
     Accounts payable and accrued expenses..  323,308    323,308
     Long-term debt.........................  373,756    362,952

8.   At May 31, 1995 the Company had available credit facilities
     with domestic and foreign banks in the aggregate of $340,000. 
     There were no borrowings outstanding against these facilities.
9.   In the fourth quarter of 1994, the Company recorded a $70,445
     charge for restructuring its business operations.  This
     restructuring charge reduced 1994 net income for the year and
     for the fourth quarter by $46,295 or $.57 per share.  The
     charge provides for costs associated with reducing the work
     force and a program that will eliminate redundant facilities
     and positions, improve productivity and efficiency, and
     eliminate certain businesses and product lines.  Specific
     actions include a reduction of approximately 600 positions
     worldwide through position eliminations and a voluntary
     special retirement program; closing an industrial products
     plant and a foodservice products plant and transferring the
     production to other existing facilities; realignment of some
     of our operations in the U.K.; offering for sale the Golden
     West Foods, Inc. frozen foods subsidiary; and consolidating
     certain administrative activities.

     As of May 31, 1995, the Company has reduced its work force by
     approximately 280 positions due to position eliminations and
     retirements; has begun the process of closing its production
     facilities in Hayward, California and Hunt Valley, Maryland
     and is transferring the production to other existing
     facilities; and has consolidated several functional activities
     primarily at the Hunt Valley operations.  The components of
     the restructuring charge and remaining liability at May 31,
     1995 are as follows:

                            Restructuring   11/30/94    5/31/95
                               Charge       Liability  Liability

     Work force reduction     $ 24,375      $ 24,263    $  1,978
     Plant consolidations
       and closings             33,477        33,414      27,906
     Other restructuring
       projects                 12,593         6,513       2,991
                                70,445        64,190      32,875
     Income tax benefits       (24,150)      (23,434)    (11,270)
                              $ 46,295      $ 40,756    $ 21,605


     Included in the remaining liability are fixed asset write-offs
     of $11,780 and other asset write-offs of $1,394.

     The pre-tax restructuring liability which is anticipated to be
     expended in the next 12 months is included as a current
     liability in the balance sheet.  The remaining portion is
     included in other non-current liabilities.




Results of Operations

Consolidated net sales for the three and six months ended May 31,
1995 increased 12% and 14% respectively over the corresponding
periods last year.  These increases were largely attributable to
sales volume gains with most operating units reporting volume
increases for both the second quarter and the first half.  In terms
of volume alone, the increases were 11% for the quarter and 9% for
the year.  Sales from newly acquired businesses contributed
approximately 3% to the second quarter net sales increase.  

The gross profit margin for the second quarter was up slightly at
34.0% versus 33.3% in the first quarter but down from the 35.7%
posted in the second quarter of the previous year.  The six month
margin was also down at 33.7% compared to 35.9% of the prior six
month period.  The overall decline in margins was due to higher raw
material costs and to a higher mix of industrial sales which have
a lower gross profit margin than the Company as a whole.  Profit
from operations was up 6% or $2.1 million for the second quarter
and 13% or $9.8 million for the first half.  This was due to an
increase in earnings from our foreign operations, our industrial
spice business and favorable first quarter adjustments from our
restructuring program announced in the fourth quarter of 1994.

Net income of $16.0 million or $.20 per share for the three months
ended May 31, 1995 was below the $19.1 million or $.24 per share
reported for 1994's second quarter.  Net income for the six months
ended May 31, 1995 decreased to $35.4 million or $.44 per share
from $37.4 million or $.46 per share for the same period last year. 
Earnings continue to be unfavorably impacted by increased interest
expense of $5.1 million for the quarter and $10.6 million for the
first half due to both higher debt levels and higher interest
rates.  These increases were somewhat offset by comparatively lower
tax provisions in fiscal 1995.

Income from our unconsolidated joint ventures was down $1.9 million
or $.02 per share in the second quarter and down $3.8 million or
$.05 per share for the first six months compared to the respective
periods of the prior year, due primarily to economic problems in
Mexico.  The Mexican peso was devalued by approximately 43% in the
first half of fiscal 1995.  This devaluation had the effect of
reducing shareholders' equity in the amount of approximately
$20 million.  During 1994, the Company had entered into a forward
contract for the delivery of Mexican pesos in April of 1995 to
hedge its exposure, therefore, the devaluation did not have a
significant impact on the results of operations for the first half
of 1995.  


Management is taking steps to help mitigate the impact on future
earnings of the devaluation, including price increases where
possible, identifying U.S. import opportunities for Mexican-sourced
raw materials and additional sales opportunities.

Return on equity (ROE) calculated by dividing twelve months to date
net income by average shareholders' equity during that period,
decreased to 12.4% at May 31, 1995 from 12.8% at year-end 1994
versus 21.7% at May 31, 1994.  The restructuring charge booked in
the fourth quarter of FY 1994 is the primary reason for the decline
in ROE versus the second quarter of 1994.


In the fourth quarter of 1994, the Company announced a
comprehensive restructuring of its business operations.  As a
result of this program, the Company recorded a restructuring charge
in the amount of $70 million before tax and $46 million after tax. 
While the majority of the restructuring plan will be completed late
in 1995, the following progress has been made during the first half
of 1995:

*    The worldwide work force has been reduced by approximately
     280 positions since February 1, 1995 through position
     eliminations and a special early retirement program.  In
     conjunction with this work force reduction, termination
     benefits of approximately $4.7 million were paid and charged
     to the restructuring liability in the first half of 1995.  The
     remaining cost of this portion of the work force reduction
     will be paid by the Company's employee benefit plans as
     retirement benefits.  The additional employee benefit plan
     liabilities associated with these retirement benefits
     approximate $18.0 million and have been charged to the
     restructuring liability in the first half of 1995.  The
     remainder of the work force reduction up to our goal of the
     elimination of 600 positions will be completed as production
     facilities identified for closure in the restructuring plan
     are closed.  Severance costs were reduced by approximately
     $0.5 million as a result of a higher than expected rate of
     employee elections to transfer to positions at other locations
     and other opportunities to continue employment.

*    The process of closing the McCormick Flavor Group's plant in
     Hayward, California and the Food Service Division's plant in
     Hunt Valley, Maryland is underway.  It is expected that these
     plants will be closed and their production needs absorbed by
     other facilities by the end of the first quarter of 1996.  The
     sale of Golden West Foods, Inc. was completed July 6, 1995. 
     The expected before tax loss on the disposal of these
     facilities was reduced by $1.5 million in the first quarter. 
     The current adjusted restructuring reserve is adequate to
     cover losses associated with the disposal of these facilities.


*    Plans for the realignment of some operating facilities in the
     U.K. are being finalized.  The physical realignment is
     expected to begin late in 1995 and be completed in 1996.

*    In conjunction with the work force reduction effected
     February 1, 1995, the Company has completed or has plans to
     complete the consolidation of certain administrative
     functions.  These remaining consolidations will be completed
     during 1995.

*    The Company will lease a $20 million consolidated distribution
     center to distribute the finished goods produced by all of its
     Hunt Valley plants.  Construction of this facility has begun
     and is expected to be completed in early 1996.  The
     restructuring reserve for costs associated with this project
     were reduced by $0.9 million in the first quarter.  The
     adjusted reserve balance is adequate to cover remaining costs
     associated with this project.

Cash expenditures associated with the restructuring plan during the
first half of 1995 totaled $4.3 million net of anticipated tax

Savings from the portions of the restructuring plan that were
completed in the first half of 1995 will consist principally of
lower personnel costs after February 1, 1995.  These savings will
be invested in the Company's brands through product development and
consumer promotion activities.

Financial Condition

The Company's capital structure (excluding $55.4 million
non-recourse debt) was 57.4% debt to total capital at May 31, 1995,
up from 52.0% at year-end 1994 and 49.5% at May 31, 1994.  During
the second quarter of 1995, the Company generated approximately $49
million in cash from operations.  This cash was mostly used for
repayment of long-term debt, capital spending, and shareholder
dividends.  For the six months ended May 31, 1995 the Company's net
borrowings were approximately $110 million, down from $120 million
at the end of the first quarter, where the funds were primarily
used to secure long-term business contracts, provide for capital
spending, fund seasonal working capital needs, and to temporarily
fund the cash payments made under the restructuring plan.  The
Company has begun a plan to improve working capital management
which is anticipated to result in reductions in the investment in
inventories by the end of 1995.  Working capital reductions under
this plan will be used to reduce debt and fund the costs of the
restructuring plan.  The Company's current ratio remained the same
during the second quarter at 1.0, down from 1.1 at year-end 1994
largely due to the Company's increased use of commercial paper
borrowings in the first quarter.  The Company maintains $340
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 15, 1995.

(b)  No response required.

(c)  A proposal to approve the 1995 Employees Stock Purchase Plan,
     as described in the Company's Proxy Statement dated
     February 15, 1995, was approved by a vote of 11,971,560               
     shares cast for;  17,286 shares cast against; and         
     555,256 shares abstaining.

(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: July 14, 1995           By: /s/ Robert G. Davey         
                                          Robert G. Davey
                                         Vice President &
                                      Chief Financial Officer

Date: July 14, 1995           By: /s/ J. Allan Anderson       
                                          J. Allan Anderson
                                    Vice President & Controller



5 1000 6-MOS NOV-30-1995 MAY-31-1995 18607 0 203951 2845 389430 670667 866600 353830 1634748 679106 362952 156869 0 0 320960 1634748 870416 870416 577289 209443 (581) 0 27787 56478 20760 35388 0 0 0 35388 .44 .44