Washington, D. C.   20549

                            Form 10-Q


For Quarter Ended  February 29, 1996   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
                                        February 29, 1996  

     Common Stock                            12,020,000   

     Common Stock Non-Voting                 69,295,000 

                      McCORMICK & COMPANY, INCORPORATED

                             INDEX - FORM 10-Q

                             February 29, 1996

                                                                Page No.


  Item 1.  Financial Statements:

       Condensed Consolidated Balance Sheet                       2  

       Condensed Consolidated Statement of Income                 3

       Condensed Consolidated Statement of Cash Flows             4

       Notes to Condensed Consolidated Financial Statements       5

  Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                 6,7,8

Part II.  OTHER INFORMATION                                      

  Item 6.  Exhibits and Reports on Form 8-K                       9

SIGNATURES                                                        9


                              (In Thousands)

                                          Feb. 29,    Feb. 28,    Nov. 30,
                                            1996        1995        1995  

  Current Assets
     Cash and cash equivalents            $ 22,398    $ 11,460    $ 12,465
     Accounts receivable - net             201,937     185,426     223,958
        Raw materials and supplies         124,536     134,931     132,357
        Finished products and work-in
          process                          243,976     266,865     250,865
                                           368,512     401,796     383,222
     Other current assets                   54,861      59,486      51,073

        Total current assets               647,708     658,168     670,718

  Property - net                           527,908     505,506     524,807
  Goodwill - net                           177,814     187,281     180,751
  Prepaid allowances                       178,952     209,499     183,357
  Other assets                              55,142      58,967      54,708

        Total assets                    $1,587,524  $1,619,421  $1,614,341

  Current Liabilities
     Short-term borrowings                $319,508    $339,194    $297,313
     Accounts payable, trade               132,867     134,806     146,674
     Accrued liabilities                   171,305     194,259     202,880

        Total current liabilities          623,680     668,259     646,867

  Long-term debt                           345,805     368,265     349,111
  Deferred income taxes                     21,408      20,383      25,436
  Employee benefit liabilities              79,410      70,902      72,088
  Other liabilities                          1,238      16,592       1,586
        Total liabilities                1,071,541   1,144,401   1,095,088
  Shareholders' Equity
     Common Stock                           49,163      50,758      48,133
     Common Stock Non-Voting               114,538     104,760     112,522
     Retained earnings                     384,179     345,790     387,657
     Foreign currency translation adj.     (31,897)    (26,288)    (29,059)

        Total shareholders' equity         515,983     475,020     519,253

        Total liabilities and
           shareholders' equity         $1,587,524  $1,619,421  $1,614,341

         See notes to condensed consolidated financial statements.


                (In Thousands Except Per Share Amounts)

                                           Three Months Ended
                                      February 29,     February 28,
                                          1996             1995     

Net sales                               $431,822         $425,433

  Cost of goods sold                     288,788          283,617

Gross profit                             143,034          141,816

  Selling, general and
    administrative expense               117,894           97,873

Profit from operations                    25,140           43,943

  Other income - net                       1,241            1,849
  Interest expense                        12,352           13,650

Income before income taxes                14,029           32,142
  Income taxes                             4,975           12,000

Income from consolidated operations        9,054           20,142

  Income (loss) unconsolidated
    operations                               296             (796)

Net income                              $  9,350         $ 19,346
Earnings per common share                  $0.12            $0.24

Cash dividends declared per
   common share                            $0.14            $0.13

Weighted average common shares
   outstanding                            81,255           81,191

       See notes to condensed consolidated financial statements.


                      McCORMICK & COMPANY, INCORPORATED
                               (In Thousands)

                                                        Three Months Ended
                                                        Feb. 29,   Feb. 28,
                                                          1996       1995  

Cash flows from operating activities
  Net income                                            $  9,350   $ 19,346
  Depreciation and amortization                           16,136     16,050
  Provision for deferred income taxes                        513      1,208
  Gain on sale of assets                                  (1,349)        (1)
  Share of (income) loss unconsolidated oper.               (296)       796
  Restructuring credits                                        -     (3,904)
  Changes in assets and liabilities                       (3,543)  (127,153)

Net cash provided by (used in) operating activities       20,811    (93,658)

Cash flows from investing activities
  Purchases of property, plant and equipment             (21,505)   (16,805)
  Proceeds from sale of assets                             4,306         67
  Other investments                                       (2,176)    (3,505)

Net cash used in investing activities                    (19,375)   (20,243)

Cash flows from financing activities
  Short-term borrowings                                   21,856    123,897
  Long-term debt
     Borrowings                                            1,549        110
     Repayments                                           (3,687)    (3,633)
  Common stock
     Issued                                                4,887      5,097
     Acquired by purchase                                 (3,598)    (7,314)
  Dividends paid                                         (11,372)   (10,544)
Net cash provided by financing activities                  9,635    107,613

Effect of exchange rate changes on cash and
  cash equivalents                                        (1,138)     2,182

Increase/(Decrease) in cash and cash equivalents           9,933     (4,106)
Cash and cash equivalents at beginning of period          12,465     15,566

Cash and cash equivalents at end of period              $ 22,398   $ 11,460

          See notes to condensed consolidated financial statements.

          (Dollars in Thousands Except per Share Amounts)


The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q and do not include all the information and notes
required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, the
accompanying condensed consolidated financial statements contain
all adjustments, consisting of only normal recurring accruals,
necessary to present fairly the financial position and the results
of operations for the interim periods.  Certain reclassifications
have been made to the 1995 financial statements to conform with the
1996 presentation.

The results of consolidated operations for the three month period
ended February 29, 1996 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

For further information, refer to the consolidated financial
statements and notes included in the Company's Annual Report on
Form 10-K for the year ended November 30, 1995.


In the fourth quarter of 1994, the Company recorded a $70,445
charge for restructuring its business operations.

The components of the restructuring charge and remaining liability
are as follows:

                             2/29/96   11/30/95
                            Remaining  Remaining  Restructuring
                            Liability  Liability     Charge    

Work force reduction        $   852    $   977       $24,375
Plant consolidations
  and closings               18,109     17,563        33,477
Other restructuring
  projects                      157        378        12,593

                            $19,118    $18,918       $70,445

The increase in the liability balance in the first quarter of 1996
is due to the sale of an asset at a gain.



For the three-month period ended February 29, 1996, the Company
reported net income of $9.4 million or $.12 per common share
compared to $19.3 million or $.24 per common share for the
comparable period last year.  The decrease in net income is mainly
due to planned spending on consumer advertising and promotion. 
First quarter earnings for 1995 included net income of $0.8 million
for a change in accounting cycle for certain foreign operations and
$2.3 million net income for a reversal of restructuring liability.

On March 15, 1996 the Company announced the signing of a letter of
intent to sell its garlic and onion dehydration subsidiary, Gilroy
Foods, Incorporated, to ConAgra, Inc.  The transaction is subject
to board approval by both companies, completion of a definitive
agreement, and compliance with the Hart-Scott-Rodino Act. 
According to the letter of intent, McCormick will sell Gilroy
Foods' businesses and assets in the United States, exluding Gilroy
Energy Company and its interest in SupHerb Farms of Turlock,
California.  Acquired by McCormick in 1961, Gilroy Foods had 1995
sales of approximately $200 million, including sales to McCormick.

Results of Operations

Consolidated net sales for the quarter ended February 29, 1996 rose
1.5% over the corresponding quarter of 1995.  Net sales in 1995
included the effect of an accounting cycle change for certain
foreign operations and sales of a frozen food business which was
subsequently sold.  Excluding these factors, net sales increased
9.7%.  U.S. sales of consumer products were up strongly over last
year as a result of a higher level of consumer advertising and
higher customer purchases in anticipation of an early second
quarter price increase.  Industrial and foodservice sales were up

Profit from operations as a percentage of sales decreased from
10.3% in the first quarter of 1995 to 5.8% in the first quarter of
1996.  Gross profit as a percentage of sales decreased from 33.3%
in the first quarter of 1995 to 33.1% in the first quarter of 1996. 

Selling, general and administrative expenses in the first quarter
of 1996 increased significantly over the comparable quarter of last
year.  This is primarily due to increases in advertising and
promotion spending in 1996 over 1995, which is expensed as
incurred, and the reversal of restructuring accruals in the first
quarter of 1995.  The increase in advertising and promotion is part
of the "Flavor Up" advertising campaign which is directed at
creating brand recognition and demand with the consumer.


Interest expense decreased $1.3 million in the first quarter of
1996 when compared to 1995, which is due to a decline in borrowing

The Company's effective tax rate for the first quarter of 1996 was
35.5% as compared to 37.3% last year.  The decrease in the
effective rate reflects the Company's emphasis on increased tax

Income from unconsolidated operations was $0.3 million in the first
quarter of 1996 as compared to a loss of $0.8 million in the
comparable quarter last year.  This change reflects improvement in
our Mexican joint venture.

In the first quarter of fiscal 1995, the Company changed the end of
the reporting period for foreign subsidiaries from October 31 to
November 30 to provide uniform reporting on a worldwide basis. 
Accordingly, an additional month of operating results for those
subsidiaries is included in the first quarter 1995 results, which
increased net income by $0.8 million.

Return on equity (ROE) increased to 18% at February 29, 1996, from
13% at February 28, 1995.  The restructuring charge recorded in the
fourth quarter of 1994 is the primary reason for the increase in


In the fourth quarter of 1994, the Company recorded a charge of
$70.4 million for restructuring its business operations.  As of
February 29, 1996, $19.1 million remains to be charged against the
restructuring.  The Company has reduced its workforce by
approximately 540 positions, an industrial products plant has been
closed, a frozen food business has been sold and a number of
administrative activities have been consolidated.  A foodservice
products plant will be closed in the second quarter of 1996, and
production will be transferred to another facility.  A consolidated
distribution facility will be completed in the second quarter of
1996.  A realignment of some of our operations in the United
Kingdom will occur over the balance of 1996 and be completed in

Financial Condition

In the Condensed Consolidated Statement of Cash Flows, cash flow
from operating activities increased from a cash outflow of
$93.7 million for the first quarter of 1995 to a cash inflow of
$20.8 million for the first quarter of 1996.  The reduction in the
first quarter of 1996 net income was more than offset by reduced
spending on restructuring and reductions in prepaid allowances and
inventory as opposed to those balances increasing in the first
quarter of 1995.

Cash flow from investing activities are comparable to last year. 
Purchases of property, plant and equipment are slightly higher in
the first quarter of 1996 as compared to last year, however, they
are expected to be slightly down on a full year basis.  The
proceeds from sale of assets relate to the sale of property no
longer used in the business.

The Company's ratio of interest-bearing debt to total capital was
56.3% as of February 29, 1996, up from 55.5% at November 30, 1995,
but down significantly from 59.8% at February 28, 1995.  The
improvement in the debt to capital ratio from the prior year is the
result of working capital improvement programs.  Total debt
increased by $19 million or 3% during the first quarter of 1996 due
to the seasonal demands of the business.  However, when compared to
the first quarter of the previous year, total debt declined by $42
million or 6%.

Programs to improve working capital management will continue
throughout 1996.  The following table compares the Company's
current assets and liabilities and current ratio to the prior year:

     (in thousands)                2/29/96        2/28/95

     Current Assets                $647,708       $658,168
     Current Liabilities            623,680        668,259

     Working Capital               $ 24,028       $(10,091)

     Current Ratio                     1.04            .98

                     PART II - OTHER INFORMATION

Item 6  Exhibits and Reports on Form 8-K

        (a)    Exhibits

Item 601
Number                              Reference

(3)     Articles of Incorporation   
        and By-Laws

        Restatement of Charter of   Incorporated by reference
        McCormick & Company,        from Registrant's Form S-8
        Incorporated dated          Registration Statement
        April 16, 1990.             No. 33-39582 as filed with 
                                    the Securities and Exchange
                                    Commission on March 25, 1991.

        Articles of Amendment to    Incorporated by reference
        Charter of McCormick &      from Registration Form S-8
        Company, Incorporated       Registration Statement
        dated April 1, 1992.        No. 33-59842 as filed with
                                    the SEC on March 19, 1993.

        By-Laws of McCormick &      Incorporated by reference
        Company, Incorporated -     from Registrant's Form 10-Q
        Restated and Amended as     for the quarter ended
        of March 18, 1992.          February 28, 1995 as filed 
                                    with the SEC on April 14,

(10)    Material Contracts          Consulting letter agreement
                                    between Registrant and Charles
                                    P. McCormick, Jr. dated
                                    February 14, 1996.

        (b) Reports on Form 8-K     None


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 12, 1996        By: /s/ Robert J. Lawless           
                                         Robert J. Lawless
                                            President &
                                      Chief Operating Officer

Date:   April 12, 1996        By: /s/ J. Allan Anderson           
                                          J. Allan Anderson
                                    Vice President & Controller                         (9)

                                                     (EXHIBIT 10)

                                 February 14, 1996

Mr. Charles P. McCormick, Jr.
6761 S.E. North Marina Way
Stuart, Florida 34996

Dear Buzz:

     On behalf of the Board of Directors of McCormick & Company,
Incorporated (the "Company"), this letter agreement will confirm
your election, effective as of December 1, 1995, to the roles of
Chairman of the Board and Chief Executive Officer of the Company by
unanimous vote of the Board at its meeting on November 20, 1995.

     In your capacity as Chairman and Chief Executive Officer, you
have agreed to provide your counsel, guidance and expertise
regarding the business of the Company, as requested by the Board of
Directors.  To that end, it is anticipated that such consultative
services will require that you devote your full time and attention
to the affairs of the Company.  You have agreed to continue to
provide such services as Chairman and Chief Executive Officer until
such time as the Board of Directors has determined that an orderly
transition of those positions and their attendant duties can be

     In consideration of your agreement to render such services,
you will receive a monthly stipend of Forty-Seven Thousand Five
Hundred Eighty-Three Dollars and Thirty-Three Cents ($47,583.33)
payable on or about the fifteenth day of each month, together with
such additional cash payments as may be deemed appropriate by the
Compensation Committee of the Board of Directors consistent with
the performance of the Company.  In addition, the Company will
reimburse you for reasonable and customary expenses incurred by you
in providing such services, including, but not necessarily limited
to, travel expenses, meals, lodging, and business related

Charles P. McCormick, Jr.
February 14, 1996
Page 2

     If the foregoing correctly expresses our understanding, please
sign a copy of this letter in the space provided below and return
it to me.

                                 Very truly yours,

                                 McCORMICK & COMPANY, INCORPORATED

                                 By: /s/ Robert J. Lawless        
                                     Robert J. Lawless
                                     President & COO

                                 By: /s/ Karen D. Weatherholtz    
                                     Karen D. Weatherholtz
                                     Vice President-Human Relations

14th day of February, 1996.

By: /s/ Charles P. McCormick, Jr.
    Charles P. McCormick, Jr.


5 1000 3-MOS NOV-30-1996 FEB-29-1996 22,398 0 204,726 2,789 368,512 647,708 906,918 379,010 1,587,524 623,680 345,805 0 0 163,701 352,282 1,587,524 431,822 431,822 288,788 117,894 (1,241) 0 12,352 14,029 4,975 9,350 0 0 0 9,350 .12 .12