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

For the fiscal year 
ended November 30, 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    
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  [     ]

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 . . . . . . . . . . . .  $182,641,709


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, 1997 was 7,379,463. 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, 1997, $24.75.

Class               Number of Shares Outstanding            Date 

Common Stock                  10,987,195                  1/31/97

Common Stock Non-Voting       65,802,523                  1/31/97


                  DOCUMENTS INCORPORATED BY REFERENCE  

Document                                     Part of 10-K into
                                             which incorporated
Registrant's 1996 Annual Report to       Part I, Part II, Part IV
  Stockholders
Registrant's Proxy Statement dated 2/19/97   Part III, Part IV