FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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

                                    Maryland
                    (State of incorporation or organization)

                                   52-0406290
                     (I.R.S. Employer Identification Number)

                                18 Loveton Circle
                             Sparks, Maryland 21152
                                  410-771-7301
                    (Address of principal executive offices)

    The Commission is requested to send copies of all communications to:

                                Robert W. Skelton
                        McCormick & Company, Incorporated
                                18 Loveton Circle
                             Sparks, Maryland 21152

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

         Title of each class              Name of each exchange on which
         TO BE SO REGISTERED              EACH CLASS IS TO BE REGISTERED

         Common Stock Non-Voting,         New York Stock Exchange
         Without Par Value


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

                                  None






        INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The capital stock of McCormick & Company, Incorporated (the "Corporation" or 
"Registrant") to be registered on the New York Stock Exchange, Inc. (the 
"Exchange"), is the Registrant's Common Stock Non-Voting, without par value.

Set forth below are excerpts from the Charter of the Corporation, which 
provides the information required to be furnished.

TOTAL AMOUNT OF THE AUTHORIZED CAPITAL STOCK OF THE CORPORATION:

Thirty Thousand (30,000) shares of five percent Preferred Stock of the par 
value of $100 each;

One Hundred Sixty Million (160,000,000) shares of Common Stock, which Common 
Stock is without any fixed par value; and

One Hundred Sixty Million (160,000,000) shares of Common Stock Non-Voting, 
which Common Stock Non-Voting is without any fixed par value.

There are no shares of Preferred Stock which are issued or outstanding. As of 
March 31, 1999, there were 9,460,850 shares of Common Stock, and 
62,012,035 shares of Common Stock Non-Voting which are issued and outstanding.

DESCRIPTION OF THE PREFERRED STOCK

(a) DIVIDENDS. The holders of the Preferred Stock are entitled to receive 
when and as declared by the Board of Directors, out of the surplus or net 
profits of the Corporation, dividends at the rate of, but not exceeding, five 
percent per annum payable semiannually. The semiannual dividend on the 
Preferred Stock shall be declared and paid or set apart before any dividends 
on the common stock shall be declared, paid or set apart; and the dividends 
on the Preferred Stock are cumulative so that if in any year or years 
dividends amounting to the full five percent shall not have been paid on the 
Preferred Stock, the deficiency shall be paid before any dividend shall be 
thereafter paid upon, declared or set apart for the common stock. The 
Preferred Stock shall under no circumstances be entitled to receive more than 
five percent per annum cumulative dividends payable semiannually, and shall 
not be entitled to participate in any other additional dividends, earnings or 
profits, nor in any stock dividends or subscriptions to additional common 
stock. After the dividends on the Preferred Stock for all past semiannual 
dividend periods shall have been paid and the dividend on the outstanding 
Preferred Stock for the then current semiannual dividend period shall have 
been paid or declared, and a sum sufficient for the payment thereof set 
apart, thereafter dividends may be paid or set apart for the payment on the 
common stock.

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(b) LIQUIDATION. In the event of any liquidation, dissolution, or winding up 
of the Corporation (whether voluntary or involuntary), or upon any 
distribution of the capital thereof among the stockholders, the holders of 
the Preferred Stock are entitled to be paid in full for the whole par value 
of their shares of stock, and all dividends accumulated and unpaid thereon 
before any amount shall be paid to the holders of the common stock.

(c) REDEMPTION. The 5 percent Preferred Stock is redeemable at the 
Corporation's option in whole or in part at $105.00 per share plus accrued 
dividends upon the giving of thirty days' notice by mail to such stockholders 
of the intention of the Corporation to make such redemption. In the case of 
the redemption of a part only, the particular shares to be redeemed shall at 
the option of the Board of Directors be selected pro rata or by lot, or in 
such other manner as the Board of Directors may determine.

(d) PURCHASE. The Corporation shall itself also have power to purchase any of 
its shares of Preferred Stock outstanding at a price not exceeding the 
redemption price thereof.

(e) VOTING POWER. The holders of the Preferred Stock shall have no voting 
power unless and until the Corporation shall make default in the payment of 
four successive semiannual installments of dividend. But on the happening of 
such event, the Preferred Stock shall then have the exclusive voting power 
and the common stock shall have no voting power until any and all defaults 
with regard to the payments of dividends are made good when the exclusive 
voting power shall shift from the Preferred Stock to the common stock; and so 
on from time to time. But the holders of the Preferred Stock shall always be 
entitled to receive notice of and attend all stockholders' meetings.

(f) CERTAIN RESTRICTIONS. Without consent of the holders of at least 
two-thirds of the Preferred Stock then outstanding, the Corporation shall not 
(1) authorize the issuance of any stock with preference equal or superior to 
those of the Preferred Stock, or increase the amount of the Preferred Stock; 
or (2) dispose of its assets as an entirety.

DESCRIPTION OF THE COMMON STOCK

There are two classes of common stock. These two classes are:

         (a) One class is Common Stock and is in the amount of One Hundred 
Sixty Million (160,000,000) shares. This class has the sole and exclusive 
voting rights and powers except (1) as set forth above under the heading 
"Preferred Stock," Subparagraph "Voting Power," and (2) as set forth in 
Subparagraph (c) of this paragraph; subject, however, to the provisions set 
forth in Subparagraph (b) of this paragraph.

         (b) (1) From and after the date any person first becomes a 
Substantial Stockholder (as defined in clause (2)(H) of this Subparagraph) 
until such time as such person shall cease to be a Substantial Stockholder, 
the shares of Common Stock beneficially owned by the Substantial

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Stockholder shall have limited voting rights on any matter requiring their 
vote or consent. The voting rights are limited as follows:

                           (A) The Substantial Stockholder (or the record 
owner(s) thereof) is entitled to one vote for each share beneficially owned 
by the Substantial Stockholder not in excess of 10% of the then issued and 
outstanding shares of Common Stock.

                           (B) For all shares of Common Stock beneficially 
owned by the Substantial Stockholder in excess of 10% of the then issued and 
outstanding shares of Common Stock, the Substantial Stockholder (or the 
record owner(s) thereof) shall not be entitled to cast any votes in respect 
of such shares and such shares are deducted from the total number of shares 
of Common Stock outstanding for purposes of determining the proportion of 
Common Stock required to approve a matter submitted for stockholder approval 
or to constitute a quorum. To the extent that the Substantial Stockholder is 
comprised of more than one record owner, the aggregate voting power of the 
Substantial Stockholder (or such record owners) so limited for all shares of 
Common Stock beneficially owned by the Substantial Stockholder shall be 
allocated proportionately among such record owners. For each such record 
owner, this allocation shall be accomplished by multiplying the aggregate 
voting power of the then outstanding shares of Common Stock beneficially 
owned by the Substantial Stockholder by a fraction whose numerator is the 
number of shares of Common Stock owned of record by such record owner and 
whose denominator is the total number of shares of Common Stock beneficially 
owned by the Substantial Stockholder. A person who is a record owner of 
shares of Common Stock that are beneficially owned simultaneously by more 
than one person shall have, with respect to such shares, the right to cast 
the least number of votes that such person would be entitled to cast under 
this Subparagraph (b) by virtue of such shares being so beneficially owned by 
any of such persons.

                  (2) For purposes of this Subparagraph (b), the following 
words have the meanings indicated:

                           (A) "Affiliate," including the term "Affiliated 
Person," means a person that directly, or indirectly through one or more 
intermediaries, controls, or is controlled by, or is under common control 
with, a specified person, and includes all Associates of such person.

                           (B) "Associate," when used to indicate a 
relationship with any person, means:

                                 (1) Any corporation or organization (other 
than the Corporation or a Subsidiary of the Corporation) of which such person 
is an officer, director, or partner or is, directly or indirectly, the 
beneficial owner of 10% or more of any class of equity securities;

                                 (2) Any trust or other estate in which such 
person has a substantial beneficial interest or as to which such person 
serves as trustee or in a similar fiduciary capacity; and

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                                 (3) Any relative or spouse of such person, 
or any relative of such spouse, who has the same home as such person or who 
is a director or officer of any corporation controlling, under common control 
with or controlled by such person or of any of its affiliates.

                           (C) "Beneficial Owner," when used with respect to 
any Common Stock, means a person:

                                 (1) That, individually or with any of its 
Affiliates, beneficially owns Common Stock, directly or indirectly; or

                                 (2) That, individually or with any of its 
Affiliates, has:

                                       (i) The right to acquire Common Stock 
(whether such right is exercisable immediately or only after the passage of 
time), pursuant to any agreement, arrangement, or understanding or upon the 
exercise of conversion rights, exchange rights, warrants or options, or 
otherwise; or

                                       (ii) The right to vote Common Stock 
pursuant to any agreement, arrangement, or understanding; or

                                 (3) That has any agreement, arrangement, or 
understanding for the purpose of acquiring, holding, voting, or disposing of 
Common Stock with any other person that beneficially owns, or whose 
Affiliates beneficially own, directly or indirectly, such shares of Common 
Stock; PROVIDED, HOWEVER, that for purposes of the definition of Beneficial 
Owner and beneficial ownership, (i) no director, officer or employee of the 
Corporation or any Subsidiary (nor any Affiliate of any such director, 
officer or employee) shall solely by reason of any or all of such directors, 
officers or employees acting in their capacities as such (including, without 
limitation, communicating with a stockholder by reason of the Board of 
Directors of the Corporation determining to recommend or oppose any proxy 
solicitation or any offer or any attempt to cause a change in control of the 
Corporation or the public disclosure of such determination by the Board of 
Directors) be deemed, for any purposes hereof, to beneficially own any shares 
of Common Stock beneficially owned by any other such director, officer, 
employee or stockholder (or any Affiliate thereof), (ii) in the case of any 
employee stock ownership or similar plan of the Corporation or of any 
Subsidiary heretofore or hereafter adopted in which the beneficiaries thereof 
possess the right to vote or to direct the voting of shares of Common Stock 
held by such plan, no such plan, any entity organized, appointed or 
established by the Corporation or any Subsidiary for or pursuant to any plan, 
nor any trustee or any member of an administrative committee or any other 
representative with respect thereto (nor any Affiliate of such trustee, 
administrative committee member or other such representative), solely by 
reason of such capacity of such trustee, administrative committee member or 
other such representative, shall be deemed, for any purposes hereof, to 
beneficially own any shares of Common Stock held under any such plan, (iii) a 
person shall not be deemed a beneficial owner of Common Stock solely by 
reason of a revocable proxy granted for a particular meeting of shareholders, 
pursuant to a public solicitation of proxies for such meeting complying with 
applicable rules of the Securities and Exchange Commission or any successor 
administrative body, with respect to shares of which neither such

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person nor any Affiliate of such person is otherwise deemed the beneficial 
owner, and (iv) a person shall not be deemed a beneficial owner of Common 
Stock solely by reason of Common Stock being tendered pursuant to a tender or 
exchange offer made by such person or such person's Affiliates until such 
tendered Common Stock is accepted for purchase or exchange.

                           (D) "Common Stock" means the 160,000,000 
authorized shares of capital stock (the "Common Stock") of the Corporation 
entitled to vote generally in the election of directors and does not mean the 
160,000,000 authorized shares of Common Stock Non-Voting.

                           (E) "Control", including the terms "controlling", 
"controlled by" and "under common control with", means the possession, 
directly or indirectly, of the power to direct or cause the direction of the 
management and policies of a person, whether through the ownership of voting 
securities, by contract, or otherwise, and the beneficial ownership of 10% or 
more of the votes entitled to be cast by a corporation's voting stock creates 
a presumption of control.

                           (F) A "person" shall mean any individual, firm, 
partnership, corporation or other entity.

                           (G) "Subsidiary" means any corporation of which 
voting stock having a majority of the votes entitled to be cast is owned, 
directly or indirectly, by the Corporation.

                           (H) "Substantial Stockholder" shall mean any 
person, other than the Corporation or any Subsidiary, who or which is the 
beneficial owner, directly or indirectly, of 10% or more of the outstanding 
shares of Common Stock (determined solely on the basis of the total number of 
shares so beneficially owned and without giving effect to the number or 
percentage of votes entitled to be cast in respect of such shares) in 
relation to the total number of shares of Common Stock issued and outstanding.

                  (3) For purposes of computing the percentage beneficial 
ownership of shares of Common Stock of a person in order to determine whether 
such person is a Substantial Stockholder, the outstanding shares of Common 
Stock shall be deemed to include shares of Common Stock which may be issuable 
(except pursuant to clause (7) of this Subparagraph (b)) by the Corporation 
pursuant to any agreement, or upon the exercise of conversion rights, 
warrants, or options or otherwise and which are deemed owned by such person 
through application of the definition of Beneficial Owner but shall not 
include any other shares of Common Stock which may be issuable by the 
Corporation to others pursuant to any agreement, or upon exercise of 
conversion rights, warrants or options, or otherwise. For all other purposes, 
the outstanding shares of Common Stock shall include such shares then 
outstanding and shall not include any shares of Common Stock which may be 
issuable by the Corporation pursuant to any agreement, or upon the exercise of 
conversion rights, warrants or options, or otherwise.

                  (4) The Board of Directors shall have the power to 
determine for the purposes of this Subparagraph (b) on the basis of 
information known to them, (i) the number of shares of Common Stock 
beneficially owned by any person, (ii) whether a person is an Affiliate or 
Associate of another, (iii) whether a person has an agreement, arrangement or 
understanding with

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another, (iv) the redemption price as provided for in clause (8) below, 
and/or (v) any other factual matter relating to the applicability or effect 
of this Subparagraph (b).

                  (5) The Corporation shall have the right to demand that any 
person who it is reasonably believed is a Substantial Stockholder (or holds 
of record shares of Common Stock beneficially owned by a person reasonably 
believed to be a Substantial Stockholder) supply the Corporation with 
complete information as to (i) the record owner(s) of all shares of Common 
Stock and Common Stock Non-Voting beneficially owned by such person, (ii) the 
number of, and class of, shares beneficially owned by such person and held of 
record by each such record owner and the number(s) of the stock 
certificate(s) evidencing such shares, (iii) each date or dates on which such 
person or the record owner(s) of such shares purchased the shares and (iv) 
any other factual matter relating to the applicability or effect of this 
Subparagraph (b) as may reasonably be requested of such person, and such 
person shall furnish such information within 10 days after the receipt of 
such demand.

                  (6) Except as otherwise provided by law or as expressly 
provided in this clause (6), the presence, in person or by proxy, of the 
holders of record of shares of capital stock of the Corporation entitling the 
holders thereof to cast a majority of the votes (after giving effect, if any, 
to the provisions of this Subparagraph (b)) entitled to be cast by the 
holders of shares of capital stock of the Corporation entitled to vote shall 
constitute a quorum at all meetings of the shareholders, and every reference 
in the Charter to a majority or other proportion of capital stock (or the 
holders thereof) for purposes of determining any quorum requirement or any 
requirement for shareholders' consent or approval shall be deemed to refer to 
such majority or other proportion of the votes (or the holders thereof) then 
entitled to be cast in respect of such capital stock.

                  (7) All outstanding shares of Common Stock Non-Voting shall 
automatically, without any further act or deed on the part of the Corporation 
or any other person, be converted into shares of Common Stock on a 
share-for-share basis at such time (the "Conversion Date") as any Substantial 
Stockholder beneficially owns shares of Common Stock which entitle such 
Substantial Stockholder (after giving effect to the provisions of this 
Subparagraph (b) other than the conversion contemplated by this clause (7)) 
to cast more than 50% of the votes entitled to be cast by the holders of the 
then outstanding shares of Common Stock. In the event of an automatic 
conversion of Common Stock Non-Voting pursuant to this clause (7), 
certificates formerly representing shares of Common Stock Non-Voting will 
thereafter be deemed to represent a like number of shares of Common Stock. 
Effective as of the Conversion Date, the provisions of the Charter which 
provide for the establishment and terms and rights of the Common Stock 
Non-Voting shall, without any further action of the Board of Directors or 
stockholders of the Corporation or any other person, be of no further force 
or effect.

                  (8) At any time after the Board of Directors determines 
that a person is a Substantial Stockholder (the "Determination Date") until 
the date on which (i) such person is no longer a Substantial Stockholder or 
(ii) such person beneficially owns more than 90% of the then outstanding 
shares of each class of common stock of the Corporation, the Corporation 
shall have the right to redeem from the record owner or owners, at any time 
or from time to time, all or a

                                     7





portion of the shares of Common Stock and Common Stock Non-Voting 
beneficially owned by the Substantial Stockholder. The Corporation shall 
exercise the right of redemption by written notice (the "Redemption Notice") 
to the Substantial Stockholder, which notice shall be signed by the Chairman 
of the Board, the President or any Vice President of the Corporation. During 
the one year period commencing on the Determination Date, the redemption 
price shall be the lesser of: (i) the average "market price" of shares of 
Common Stock Non-Voting for each of the 30 trading days in which shares of 
Common Stock Non-Voting shall have been traded immediately preceding the date 
of the Redemption Notice, and (ii) the average "market price" of shares of 
Common Stock Non-Voting for each of the 30 trading days in which shares of 
Common Stock Non-Voting shall have been traded immediately preceding the date 
on which the Substantial Stockholder first beneficially owned 5% or more of 
the outstanding shares of Common Stock, such price to be adjusted for any 
stock splits, stock dividends, recapitalizations or the like which occurred 
between such date and the date of the Redemption Notice. Subsequent to the 
expiration of the one year period commencing on the Determination Date, the 
redemption price shall equal the price determined under clause (i) of the 
immediately preceding sentence. The "market price" of shares of common stock 
(whether Common Stock or Common Stock Non-Voting) shall mean the closing bid 
price of the shares of Common Stock Non-Voting, as published by the National 
Association of Securities Dealers Automated Quotation System ("NASDAQ"), (or 
such other quotation system of a national securities association then being 
used, or if the shares are then traded on a national securities exchange, the 
last sale price regular way thereafter as reported in the consolidated 
transaction reporting system for the shares listed or traded on such 
exchange). All rights of the Substantial Stockholder as the beneficial owner 
of shares of common stock (and all rights of the record owners) shall cease 
as to the shares which are the subject of a redemption notice. Closing for 
the purchase of the shares to be redeemed shall be made within forty-five 
(45) days of the date of the redemption notice. If there is more than one 
record owner of the shares of Common Stock beneficially owned by the 
Substantial Stockholder, the Corporation shall, to the extent the Board of 
Directors deems it practicable, redeem the shares of each such class to be 
redeemed from each of the record owners on a pro rata basis based on the 
total number of shares of the class to be redeemed owned by each such record 
owner.

                  (9) Any determinations made by the Board of Directors 
pursuant to this Subparagraph (b) in good faith on the basis of such 
information and assistance as was then reasonably available for such purpose 
shall be conclusive and binding upon the Corporation and its shareholders, 
including any Substantial Stockholder.

                  (10) Nothing contained in this Subparagraph (b) shall be 
construed to relieve any Substantial Stockholder from any fiduciary 
obligation imposed by law.

                  (11) Any amendment, alteration, change or repeal of this 
Subparagraph (b) shall, in addition to any other vote or approval required by 
law or the Charter, require (i) the affirmative vote of the holders of at 
least 80% of the total number of votes entitled to be cast by the holders of 
all of the then outstanding shares of Common Stock (as determined in 
accordance with the provisions of this Subparagraph (b)), voting as a single 
class, and (ii) the affirmative vote of the holders of at least 80% of the 
then outstanding shares of Common Stock Non-Voting, voting as a separate 
class.

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                  (12) Notwithstanding anything to the contrary in the Charter,
in the event that, as a result of the enactment in the future of any law, rule
or regulation binding upon the Corporation, the shares of Common Stock
Non-Voting will become ineligible to be quoted and will cease to be quoted by
NASDAQ or any successor entity and upon such quote cessation will not be listed
or admitted to trading on any national securities exchange solely due to the
vote limitations contained in clause (1) of this Subparagraph (b), such
determination to be made by the Board of Directors of the Corporation, the
provisions of the Charter providing for the vote limitation on the votes
entitled to be cast by a Substantial Stockholder shall, without further action
or deed by the Corporation, its directors or stockholders or any other person,
be of no further force or effect, effective as of the latest date on which such
law, rule or regulation permits or requires such a provision to become
ineffective, to the extent necessary in order for the Common Stock Non-Voting to
remain eligible for quotation on NASDAQ or any successor entity or be eligible
for listing on any national securities exchange.

         (c) The other class is Common Stock Non-Voting, and is in the amount 
of One Hundred Sixty Million (160,000,000) shares of Common Stock Non-Voting. 
Each share of the One Hundred Sixty Million (160,000,000) shares of Common 
Stock Non-Voting shall have exactly the same rights, terms and conditions as 
each share of the One Hundred Sixty Million (160,000,000) shares of Common 
Stock, except that the One Hundred Sixty Million (160,000,000) shares of 
Common Stock Non-Voting shall have no voting rights, except the Common Stock 
Non-Voting shall have the right to vote on: (1) a consolidation of the 
Corporation with another corporation, (2) a merger of the Corporation into 
another corporation, (3) a merger of the Corporation where the Corporation is 
the surviving corporation but the capital stock of the Corporation is 
converted into other securities or property, (4) a participation by the 
Corporation in a statutory share exchange whereby the capital stock of the 
Corporation is converted into other securities or property, (5) a dissolution 
of the Corporation, (6) a sale of all or substantially all of the assets of 
the Corporation not in the ordinary course of business, and (7) any amendment 
of the Charter repealing the right of the Common Stock Non-Voting to vote on 
any of the matters specified in this Subparagraph. As to all matters on which 
the Common Stock Non-Voting is entitled to vote, the Common Stock Non-Voting 
shall vote separately as one class, and the Common Stock shall vote 
separately as another class. The right of the Common Stock Non-Voting to vote 
cannot be repealed except by (a) the affirmative vote of the holders of a 
majority of the outstanding shares of the Common Stock Non-Voting, voting 
separately as one class, and (b) the affirmative vote of the holders of a 
majority of the total number of votes entitled to be cast by the holders of 
all the outstanding shares of the Common Stock (after taking into account the 
provisions of Subparagraph (b) immediately preceding this Subparagraph (c)), 
voting separately as another class. The provisions of this Subparagraph (c) 
providing that the Common Stock and the Common Stock Non-Voting vote as 
separate classes cannot be amended, altered, changed or repealed except by 
(i) the affirmative vote of the holders of at least 80% of the total number 
of votes entitled to be cast by the holders of all the then outstanding 
shares of Common Stock (after taking into account the provisions of 
Subparagraph (b) immediately preceding this Subparagraph (c)), voting 
separately as one class, and (ii) the affirmative vote of the holders of at 
least 80% of the total number of votes entitled to be cast by the holders of 
all of the then outstanding shares of Common Stock Non-Voting, voting 
separately as another class. The rights granted to Common Stock

                                     9



Non-Voting are not a limitation of any kind upon the sole and exclusive 
voting rights and powers of the Common Stock except in the limitations before 
set forth.

DIVIDENDS: Both classes of stock shall be entitled to such dividends as may 
be declared by the directors from time to time out of the surplus or profits 
of the Corporation after providing for dividends on the Preferred Stock.

PREFERENTIAL RIGHTS/SUBSCRIPTION RIGHTS: No holder of stock of the 
Corporation of whatever class, shall have any preferential right of 
subscription to any shares of any class, or to any security convertible into 
shares of stock of the Corporation, nor any right of subscription to any 
thereof, nor any right to subscription or purchase of any Treasury stock or 
unissued stock, other than such right, if any, that the Board of Directors in 
its discretion may determine, and at such prices as the Board of Directors in 
its discretion may fix.

CERTAIN AMENDMENT RIGHTS: The Corporation reserves the right from time to 
time to make any amendments to the Charter which may now or hereafter be 
authorized by law, including any amendments changing the terms or contract 
rights as expressly set forth in the Charter, of any of its outstanding 
capital stock by classification, reclassification or otherwise, and, 
notwithstanding any provision of law requiring the authorization of any 
action by a greater proportion than a majority of all the votes entitled to 
be cast, the vote of the holders of a majority of all the votes entitled to 
be cast thereon shall be sufficient to authorize the adopting of such 
amendments unless there is a specific condition to the contrary contained in 
the Charter.

ADDITIONAL POWERS OF THE BOARD OF DIRECTORS: The Board of Directors shall 
have the power, subject to any limitations or restrictions herein set forth, 
or imposed by law, to classify or reclassify any unissued stock, whether now 
or hereafter authorized, by fixing or altering, in any one or more specified 
respects, from time to time, before the issuance of said stock, the 
preferences, voting powers, restrictions and qualifications on, the fixed 
annual dividends on, and the time and prices of redemption of said stock.

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ITEM 2.     EXHIBITS

The foregoing description of the capital stock of the Registrant does not 
purport to be complete and is qualified in its entirety by reference to the 
Charter of the Registrant, which is an Exhibit to this Registration Statement 
and is incorporated in this summary description by reference.

All exhibits required by the instruction as to exhibits will be supplied to 
the New York Stock Exchange.

Articles of Incorporation and By-Laws

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

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

By-laws of McCormick & Company,      Incorporated by reference from Registrant's 
Incorporated - Restated and Amended  Form 10-Q for the quarter ended May 31, 1996
as of June 17, 1996                  as filed with the Securities and Exchange Commission 
                                     on July 12, 1996.
SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. McCORMICK & COMPANY, INCORPORATED By: ROBERT J. LAWLESS Robert J. Lawless Chairman, President and Chief Executive Officer Date: April 26, 1999 11