UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                             FORM 10-K/A

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

For the fiscal year
ended November 30, 1998         Commission file number 0-748

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

        Maryland                                 52-0408290
(State of incorporation)                      (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:  N/A

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  [     ]

The aggregate market value of the voting stock held by non-
affiliates of the registrant . . . . . . . . . . $  190,014,220

The aggregate market value of the non-voting stock held by non-
affiliates of the registrant . . . . . . . . . . $1,848,713,670

The aggregate market value indicated above was calculated as
follows:

The number of shares of voting stock and non-voting stock held by
non-affiliates of the registrant as of January 29, 1999 was
6,441,160 and 62,668,260 respectively.  This number excludes
shares held by the McCormick Profit Sharing Plan 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 29, 1999, $29.50.

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

Class               Number of Shares Outstanding         Date

Common Stock                   9,486,643                1/29/99
Common Stock Non-Voting       62,931,803                1/29/99


                  DOCUMENTS INCORPORATED BY REFERENCE

Document                                     Part of 10-K into
                                             which incorporated
Registrant's 1998 Annual Report to
  Stockholders.......................... Part I, Part II, Part IV
Registrant's Proxy Statement dated
  2/17/99 .............................. Part III, Part IV
Registrant's Proxy Statement dated
  2/18/98 .............................. Part IV