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

FORM 10-K

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

For the fiscal year ended November 30, 1997 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: 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 /X/

The aggregate market value of the voting stock held by non-affiliates of the
registrant . . . . . . . . . .$204,420,144

The aggregate market value of the non-voting stock held by non-affiliates of
the registrant . . . . . . . . .$1,847,529,347

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 30, 1998 was 7,003,688 and
63,298,650 respectively. 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 30, 1998, $29.1875.

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 10,063,999 1/30/98
Common Stock Non-Voting 63,594,106 1/30/98

DOCUMENTS INCORPORATED BY REFERENCE

Document Part of 10-K into which incorporated

Registrant's 1997 Annual Report to Stockholders . . . . . . . . . . . Part I, Part II, Part IV
Registrant's Proxy Statement dated 2/18/98 . . . . . . . . . . . . . Part III, Part IV

PART I

As used herein, the "Registrant" means McCormick & Company, Incorporated
and its subsidiaries, unless the context otherwise requires.

Item 1. Business

The Registrant, a diversified specialty food company, is principally
engaged in the manufacture of spices, seasonings, flavors and other specialty
food products and sells such products to the consumer food market, the
foodservice market and to industrial food processors throughout the world.
The Registrant also, through subsidiary corporations, manufactures and
markets plastic packaging products for food, personal care and other
industries.

The Registrant's Annual Report to Stockholders for 1997, which is
enclosed as Exhibit 13, contains a description of the general development,
during the last fiscal year, of the business of the Registrant, which was
formed in 1915 under Maryland law as the successor to a business established
in 1889. Pages 6 through 11 and 35 through 41 of that Report are
incorporated by reference. Unless otherwise indicated, all references to
amounts in this Report or in the Registrant's Annual Report to Stockholders
for 1997 are amounts from continuing operations. The Registrant's net sales
increased 4.0% in 1997 to $1,800,966,000.

The Registrant operates in two business segments, Food Products and
Packaging Products, and has disclosed in Note 11 of the Notes to Consolidated
Financial Statements on pages 29 and 30 of its Annual Report to Stockholders
for 1997, which Note is incorporated by reference, the financial information
about the business segments required by this Item.

The Registrant's Annual Report to Stockholders for 1997 sets forth a
description of the business conducted by the Registrant on pages 6 through
11. Those pages of the Registrant's Annual Report are incorporated by
reference.

The Registrant implemented restructuring plans in 1994 and 1996 which
were intended to increase focus on core businesses and improve its cost
structure. A description of the actions taken under these plans is set forth
in the Registrant's Annual Report to Stockholders for 1997 in Note 10 of the
Notes to Consolidated Financial Statements on page 28, which Note is
incorporated by reference. In the third quarter of 1997, the Registrant
reevaluated its restructuring plans. Most of the actions required by these
plans have been completed or are near completion and have resulted in losses
less than originally anticipated. In addition, an agreement in principal to
dispose of an overseas food brokerage and distribution business was not
consummated. As a result of these developments, the Registrant recognized a
restructuring credit of $9,493,000. Concurrent with the reevaluation of
restructuring plans, the Registrant initiated plans to streamline the
overseas food brokerage and distribution business and to close the Freehold,
New Jersey packaging plant. These actions resulted in a $5,734,000
restructuring charge. The credit for the restructuring reevaluation, the
charge for the new initiatives and charges directly related to the
restructuring plan which could not be accrued in 1996 resulted in a net
restructuring credit of $3,227,000 ($2,033,000 after tax) in 1997.

In August 1996, the Registrant sold substantially all of the assets of
Gilroy Foods, Incorporated to ConAgra, Inc. and the assets of Gilroy Energy
Company, Inc. to an affiliate of Calpine Corporation. The Registrant's
Annual Report to Stockholders for 1997 sets forth a description of the sale
of Gilroy Foods and Gilroy Energy in Note 10 of the Notes to Consolidated
Financial Statements on page 28, which Note is incorporated by reference.
Based on the settlement of terms related to assumptions used to estimate the
gain or loss from these transactions, the Registrant recognized income from
discontinued operations, net of income taxes of $1,013,000 in 1997.

Principal Products/Marketing

Spices, seasonings, flavorings, and other specialty food products are the
Registrant's principal products. The Registrant also manufactures and
markets plastic bottles and tubes for food, personal care and other products,
primarily in the United States. The net sales value of each of these product
segments is set forth in Note 11 of the Notes to Consolidated Financial
Statements on pages 29 and 30 of the Registrant's Annual Report to
Stockholders for 1997, which Note is incorporated by reference. No other
products or classes of similar products or services contributed as much as
10% to consolidated net sales during the last three fiscal years.

The Registrant markets its consumer products and foodservice products
through its own sales organization, food brokers and distributors. In the
industrial market, sales are made mostly through the Registrant's own sales
force. The Registrant markets its packaging products through its own sales
force and distributors.

Raw Materials

Many of the spices and herbs purchased by the Registrant are imported
into the United States from the country of origin, although significant
quantities of some materials, such as paprika, dehydrated vegetables, onion
and garlic, and food ingredients other than spices and herbs, originate in
the United States. The Registrant is a direct importer of certain raw
materials, mainly black pepper, vanilla beans, cinnamon, herbs and seeds from
the countries of origin. Some of the imported materials are purchased from
dealers in the United States. The principal purpose of such purchases is to
satisfy the Registrant's own needs. In addition, the Registrant also
purchases cheese and dairy powders from US sources for use in many industrial
products.

The raw materials most important to the Registrant are onion, garlic and
capsicums (paprika and chili peppers), most of which originate in the United
States, black pepper, most of which originates in India, Indonesia, Malaysia
and Brazil, vanilla beans, which the Registrant obtains from the Malagasy
Republic and Indonesia and cheese and dairy powders, most of which originate
in the US. The Registrant does not anticipate any material restrictions or
shortages on the availability of raw materials which would have a significant
impact on the Registrant's business in the foreseeable future.

Substantially all of the raw materials used in the packaging business
originate in the United States.

Trademarks, Licenses and Patents

The Registrant owns a number of registered trademarks, which in the
aggregate may be material to the Registrant's business. However, the loss of
any one of those trademarks, with the exception of the Registrant's
"McCormick," "Schilling," "Schwartz" and "Club House" trademarks, would not
have a material adverse effect on the Registrant's business. The "McCormick"
and "Schilling" trademarks are extensively used by the Registrant in
connection with the sale of a substantial number of the Registrant's products
in the United States. The "McCormick" and "Schilling" trademarks are
registered and used in various foreign countries as well. The "Schwartz"
trademark is used by the Registrant in connection with the sale of the
Registrant's products in Europe and the "Club House" trademark is used in
connection with the sale of the Registrant's products in Canada. The terms
of the trademark registrations are as prescribed by law and the registrations
will be renewed for as long as the Registrant deems them to be useful.

The Registrant has entered into a number of license agreements
authorizing the use of its trademarks by affiliated and non-affiliated
entities in foreign countries. In the aggregate, the loss of license
agreements with non-affiliated entities would not have a material adverse
effect on the Registrant's business. The terms of the license agreements are
generally 3 to 5 years or until such time as either party terminates the
agreement. Those agreements with specific terms are renewable upon agreement
of the parties.

The Registrant owns various patents, but they are not viewed as material
to the Registrant's business.

Seasonal Nature of Business

Historically, the Registrant's sales and profits are lower in the first
two quarters of the fiscal year and increase in the third and fourth
quarters.

Working Capital

In order to meet increased demand for its products during its fourth
quarter, the Registrant usually builds its inventories during the third
quarter. In common with other companies, the Registrant generally finances
working capital items (inventory and receivables) through short-term
borrowings, which include the use of lines of credit and the issuance of
commercial paper. Note 3 of the Notes to Consolidated Financial Statements
on pages 20 and 21 of the Registrant's Annual Report to Stockholders for 1997
and page 40 of the Registrant's Annual Report to Stockholders for 1997, which
pages are incorporated by reference, set forth a description of the
Registrant's liquidity and capital resources.

Customers

The Registrant has a large number of customers for its products. No
single customer accounted for as much as 10% of consolidated net sales in
1997. In the same year, sales to the five largest customers represented
approximately 20% of consolidated net sales.

Backlog Orders

The dollar amount of backlog orders of the Registrant's business is not
material to an understanding of the Registrant's business, taken as a whole.

Government Contracts

No material portion of the Registrant's business is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.

Competition

The Registrant is a leader in the manufacture and sale of spices,
seasonings and flavorings and competes in a geographic market which is global
and highly competitive. For further discussion, see pages 6 through 11, 35
and 37 of the Registrant's Annual Report to Stockholders for 1997, which
pages are incorporated by reference.

Research and Quality Control

The Registrant has emphasized quality and innovation in the development,
production and packaging of its products. Many of the Registrant's products
are prepared from confidential formulae developed by its research
laboratories and product development departments. The long experience of the
Registrant in its field contributes substantially to the quality of the
products offered for sale. Quality specifications exist for the Registrant's
products, and continuing quality control inspections and testing are
performed. Total expenditures for these and other related activities during
fiscal years 1997, 1996 and 1995 were approximately $37,709,000, $35,705,000
and $33,825,000 respectively. Of these amounts, expenditures for research
and development amounted to $16,077,000 in 1997, $12,216,000 in 1996 and
$12,015,000 in 1995. The amount spent on customer-sponsored research
activities is not material.

Environmental Regulations

Compliance with Federal, State and local provisions related to protection
of the environment has had no material effect on the Registrant's business.
No material capital expenditures for environmental control facilities are
expected to be made during this fiscal year or the next.

Employees

The Registrant had on average approximately 7,500 employees during fiscal
year 1997.

Foreign Operations

International businesses have made significant contributions to the
Registrant's growth and profits. In common with other companies with foreign
operations, the Registrant is subject in varying degrees to certain risks
typically associated with doing business abroad, such as local economic and
market conditions, exchange and price controls, restrictions on investment,
royalties and dividends and exchange rate fluctuations.

Note 11 of the Notes to Consolidated Financial Statements on pages 29 and
30 of the Registrant's Annual Report to Stockholders for 1997, and pages 35
through 39 of the Registrant's Annual Report to Stockholders for 1997 contain
the information required by subsection (d) of Item 101 of Regulation S-K,
which pages are incorporated by reference.

Forward-Looking Information

For a discussion of forward-looking information, see page 41 of the
Registrant's Annual Report to Stockholders for 1997, which page is
incorporated be reference.

Item 2. Properties

The location and general character of the Registrant's principal plants
and other materially important physical properties are as follows:

(a) Consumer Products

A plant is located in Hunt Valley, Maryland on approximately 52 acres in
the Hunt Valley Business Community. This plant, which contains approximately
540,000 square feet, is used for processing spices and other food products.
There is an approximately 110,000 square foot office building located in Hunt
Valley, Maryland which is the headquarters for the Registrant's consumer
products division. Also in Hunt Valley, Maryland is a facility of
approximately 100,000 square feet which contains the Registrant's printing
operations and a warehouse. All of these facilities are owned in fee. A
plant of approximately 370,000 square feet and a distribution center of
approximately 325,000 square feet are located in Salinas, California and a
plant of approximately 108,000 square feet is located in Commerce,
California. Both of the plants are owned in fee; the distribution center is
leased. These facilities are used for milling, processing, packaging, and
distributing spices and other food products.

(b) Industrial Products

The Registrant has two principal plants devoted to industrial flavoring
products in the United States. A plant of 105,000 square feet is located in
Hunt Valley, Maryland and is owned in fee. A plant of 102,000 square feet is
located in Irving, Texas and is owned in fee.

Located adjacent to the consumer products plant in Hunt Valley is a spice
milling and cleaning plant which is owned in fee by the Registrant and
contains approximately 185,000 square feet. This plant services all food
product groups of the Registrant. Much of the milling and grinding of raw
materials for the Registrant's seasoning products is done in this facility.

(d) Packaging Products

The Registrant has three principal plants which are devoted to the
production of plastic products. A plant of approximately 275,000 square feet
is located in Anaheim, California and a plant of approximately 221,000 square
feet is located in Easthampton, Massachusetts. Both of these facilities are
owned in fee. A plant of approximately 203,000 square feet is located in
Cranbury, New Jersey and is leased.

(e) International

The Registrant has a plant in London, Ontario which is devoted to the
processing, packaging and distribution of food products. This facility is
approximately 140,000 square feet and is owned in fee. The Registrant has a
251,000 square foot facility in Buckinghamshire, England which contains the
Registrant's European headquarters and manufacturing plant for dry products.

(f) Research and Development

The Registrant has a facility in Hunt Valley, Maryland which houses the
research and development laboratories and the technical capabilities of the
Registrant. The facility is approximately 110,000 square feet and is owned
in fee.

(g) Distribution

The Registrant has a distribution center in Belcamp, Maryland. The
leased 369,000 square foot facility handles the distribution of consumer,
foodservice and industrial products in the eastern United States.

Item 3. Legal Proceedings

There are no material pending legal proceedings to which the Registrant
or any of its subsidiaries is a party or to which any of their property is
subject.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of Registrant's fiscal
year 1997 to a vote of security holders.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Registrant has disclosed at pages 40 and 41 of its Annual Report to
Stockholders for 1997, which pages are incorporated by reference, the
information relating to the market, market quotations, and dividends paid on
Registrant's common stocks required by this Item.

The approximate number of holders of common stock of the Registrant based
on record ownership as of January 30, 1998 was as follows:

Title of Class Approximate Number
of Record Holders

Common Stock, no par value 2,000
Common Stock Non-Voting, no par value 9,500

Item 6. Selected Financial Data

The Registrant has disclosed the information required by this Item in the
line items for 1993 through 1997 entitled "Net sales," "Net income-continuing
operations," "Earnings per share - continuing operations," "Common dividends
declared," "Long-term debt" and "Total assets" on page 12 of its Annual
Report to Stockholders for 1997, which page is incorporated by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The Registrant's Annual Report to Stockholders for 1997 at pages 35
through 41 contains a discussion and analysis of the Registrant's financial
condition and results of operations for the three fiscal years ended November
30, 1997. Said pages are incorporated by reference.

Item 7A. Quantitative and Qualitative Disclosure About Material Risk

As the Registrant's market capitalization was less than $2.5 billion at
January 28, 1997, the Registrant is not required to comply with the
disclosure provisions of Item 305 of Regulation S-K.

Note 1 of the Notes to Consolidated Financial Statements at pages 18 and
19 of the Registrant's Annual Report to Stockholders for 1997 contains the
accounting policy information required by Rule 4-08(n) of Regulation S-X.
Said Note is incorporated by reference.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data for McCormick & Company,
Incorporated are included on pages 13 through 33 of the Registrant's Annual
Report to Stockholders for 1997, which pages are incorporated by reference.
The report of independent auditors from Ernst & Young LLP on such financial
statements is included on page 34 of the Registrant's Annual Report to
Stockholders for 1997, which page is incorporated by reference. The
supplemental schedule for 1995, 1996 and 1997 is included on page 16 of this
Report on Form 10-K.

The unaudited quarterly data required by Item 302 of Regulation S-K is
included in Note 13 of the Notes to Consolidated Financial Statements at
pages 32 and 33 of the Registrant's Annual Report to Stockholders for 1997,
which Note is incorporated by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

No response is required to this item.

PART III

Item 10. Directors and Executive Officers of the Registrant

The Registrant has filed with the Commission a definitive copy of its
Proxy Statement dated February 18, 1998, which sets forth the information
required by this Item at pages 3 through 7 which pages are incorporated by
reference. In addition to the executive officers and directors discussed in
the Proxy Statement, J. Allan Anderson, Christopher J. Kurtzman, Robert C.
Singer and Robert W. Skelton are also executive officers of the Registrant.

Mr. Anderson is 51 years old and has had the following work experience
during the last five years: 1/92 to present - Vice President and Controller.

Mr. Kurtzman is 45 years old and has had the following work experience
during the last five years: 2/96 to present - Vice President and Treasurer;
5/94 to 2/96 - Assistant Treasurer-Domestic; 9/90 to 5/94 - Assistant
Treasurer-Investor Relations & Financial Services.

Mr. Singer is 42 years old and has had the following work experience
during the last five years: 3/96 to present - Vice President - Acquisitions
and Financial Planning; 5/94 to 3/96 - Vice President of Finance - McCormick
Flavor Division; 12/91 to 5/95 - Vice President of Finance - International
Group.

Mr. Skelton is 50 years old and has had the following work experience
during the last five years: 6/97 to present - Vice President, General
Counsel and Secretary; 4/96 to 6/97 - Vice President and General Counsel;
1/84 to 4/96 -Assistant Secretary and Associate General Counsel.

Item 11. Executive Compensation

The Registrant has filed with the Commission a definitive copy of its
Proxy Statement dated February 18, 1998, which sets forth the information
required by this Item at pages 7 through 17 which pages are incorporated by
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The Registrant has filed with the Commission a definitive copy of its
Proxy Statement dated February 18, 1998, which sets forth the information
required by this Item at pages 2 through 6 which pages are incorporated by
reference.

Item 13. Certain Relationships and Related Transactions

The Registrant has filed with the Commission a definitive copy of its
Proxy Statement dated February 18, 1998, which sets forth the information
required by this Item at page 7, which page is incorporated by reference.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as a part of this Form:

1. The consolidated financial statements for McCormick & Company,
Incorporated and subsidiaries which are listed in the Table of
Contents appearing on page 15 below.

2. The financial statement schedules required by Item 8 of this
Form which are listed in the Table of Contents appearing on
page 15 below.

3. The exhibits which are filed as a part of this Form and
required by Item 601 of Regulation S-K are listed on the
accompanying Exhibit Index at pages 17 and 18 of this Report.

(b) The Registrant filed no reports during the last quarter of its
fiscal year 1997 on Form 8-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized.

McCORMICK & COMPANY, INCORPORATED

By:

/s/ Robert J. Lawless President & Chief Executive Officer February 16, 1998
Robert J. Lawless

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Principal Executive Officer:

By:

/s/ Robert J. Lawless President & Chief Executive Officer February 16, 1998
Robert J. Lawless

Principal Financial Officer:

/s/ Robert G. Davey Executive Vice President & February 16 , 1998
Robert G. Davey Chief Financial Officer

Principal Accounting Officer:

/s/ J. Allan Anderson Vice President & Controller February 16, 1998
J. Allan Anderson

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons, being a majority of the Board of
Directors of McCormick & Company, Incorporated, on the date indicated:

THE BOARD OF DIRECTORS: DATE:

/s/ James S. Cook February 16, 1998
James S. Cook

/s/ Robert G. Davey February 16, 1998
Robert G. Davey

/s/ Freeman A. Hrabowski, III February 16, 1998
Freeman A. Hrabowski, III

/s/ Robert J. Lawless February 16, 1998
Robert J. Lawless

/s/ Charles P. McCormick, Jr. February 16, 1998
Charles P. McCormick, Jr.

/s/ George V. McGowan February 16, 1998
George V. McGowan

/s/ Carroll D. Nordhoff February 16, 1998
Carroll D. Nordhoff

/s/ Robert W. Schroeder February 16, 1998
Robert W. Schroeder

/s/ William E. Stevens February 16, 1998
William E. Stevens

/s/ Karen D. Weatherholtz February 16, 1998
Karen D. Weatherholtz

CROSS REFERENCE SHEET

PART ITEM REFERENCED MATERIAL/PAGE(S)

PART I
Item 1. Business Registrant's 1997 Annual Report to
Stockholders/Pages 6-11, 20-21, 28-30
and 35-41.

Item 2. Properties None.

Item 3. Legal Proceedings None.

Item 4. Submission of None.
Matters to a Vote
of Security Holders.

PART II
Item 5. Market for the Registrant's 1997 Annual Report to Stockholders/Pages
Registrant's Common 40-41.
Equity and Related
Stockholder Matters.

Item 6. Selected Financial Data Registrant's 1997 Annual Report to
Stockholders/Page 12.

Item 7. Management's Registrant's 1997 Annual Report to
Discussion and Stockholders/Pages 35-41.
Analysis of Financial
Condition and Results
of Operations.

Item 7A. Quantitative and Registrant's 1997 Annual Report to
Qualitative Stockholders/Pages 18-19.
Disclosures About
Material Risk.

Item 8. Financial Registrant's 1997 Annual Report to
Statements and Stockholders/Pages 13-34 and
Supplementary Data. Page 16 of this Report.

Item 9. Changes in and None.
Disagreements with
Accountants on
Accounting and Financial
Disclosure.

PART III

Item 10. Directors and Registrant's Proxy Statement dated
Executive Officers February 18, 1998/Pages 3-7.
of the Registrant.

Item 11. Executive Registrant's Proxy Statement dated
Compensation. February 18, 1998/Pages 7-17.

Item 12. Security Ownership Registrant's Proxy Statement dated
of Certain Beneficial February 18, 1998/Pages
Owners and Management. 2-6.

Item 13. Certain Registrant's Proxy Statement dated
Relationships and February 18, 1998/Page 7.
Related Transactions.

PART IV

Item 14. Exhibits, Financial See Exhibit Index pages 17 and 18 and
Statement Schedules the Table of Contents at page 15 of this
and Reports on Form Report.
8-K.

McCORMICK & COMPANY, INCORPORATED

TABLE OF CONTENTS AND RELATED INFORMATION

Included in the Registrant's 1997 Annual Report to Stockholders, the following
consolidated financial statements are incorporated by reference in Item 8*:

Consolidated Balance Sheet, November 30, 1997 and 1996
Consolidated Income Statement for the Years Ended November 30, 1997,
1996 and 1995
Consolidated Statement of Shareholders' Equity for the Years Ended
November 30, 1997, 1996 and 1995
Consolidated Statement of Cash Flows for the Years Ended November 30,
1997, 1996 and 1995
Notes to Consolidated Financial Statements, November 30, 1997
Report of Independent Auditors

Included in Part IV of This Annual Report:

Supplemental Financial Schedules:
II - Valuation and Qualifying Accounts

Schedules other than those listed above are omitted because of the absence of
the conditions under which they are required or because the information called
for is included in the consolidated financial statements or notes thereto.

* Pursuant to Rule 12b-23 issued by the Commission under the
Securities Exchange Act of 1934, as amended, a copy of the 1997
Annual Report to Stockholders of the Registrant for its fiscal
year ended November 30, 1997 accompanies this Annual Report on
Form 10-K.

Supplemental Financial Schedules

SUPPLEMENTAL FINANCIAL SCHEDULE II
CONSOLIDATED

McCORMICK & COMPANY, INCORPORATED

VALUATION AND QUALIFYING ACCOUNTS

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E

BALANCE ADDITIONS
AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS OF YEAR

YEAR ENDED NOVEMBER 30, 1997
Allowance for doubtful receivables....... $3,527,000 $1,002,000 $795,000(1) $3,734,000

YEAR ENDED NOVEMBER 30, 1996
Allowance for doubtful receivables...... $2,545,000 $1,713,000 $731,000 (1) $3,527,000

YEAR ENDED NOVEMBER 30, 1995
Allowance for doubtful receivables....... $2,520,000 $654,000 $629,000 (1) $2,545,000

- -------------------
Note:

(1) Accounts written off net of recoveries.

Exhibit Index

Item 601

Exhibit
Number Reference or Page

(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession Not applicable.

(3) Articles of Incorporation and By-Laws

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

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

By-laws of McCormick & Company, Incorporated by reference from
Incorporated - Restated and Amended Registrant's Form 10-Q
as of June 17, 1996 for the quarter ended May 31, 1996
as filed with the
Securities and Exchange Commission
on July 12, 1996.

(4) Instruments defining the rights With respect to rights of
of security holders, including securities, see Exhibit 3
indentures. (Restatement of Charter). No
instrument of Registrant
with respect to long-term debt
involves an amount of authorized
securities which exceeds 10 percent
of the total assets of the
Registrant and its subsidiaries on
a consolidated basis. Registrant
agrees to furnish a copy
of any such instrument upon request
of the Commission.

(9) Voting Trust Agreement. Not applicable.

(10) Material Contracts.

i) Registrant's supplemental pension plan for certain senior
officers is described in the McCormick Supplemental Executive
Retirement Plan, a copy of which was attached as Exhibit 10.1
to the Registrant's Report on Form 10-K for the fiscal year
1992 as filed with the Securities and Exchange Commission on
February 17, 1993, which report is incorporated by reference.

ii) Stock option plans, in which directors, officers and certain
other management employees participate, are described in
Registrant's S-8 Registration Statements Nos. 33-33725 and
33-23727 as filed with the Securities and Exchange Commission
on March 2, 1990 and March 23, 1997 respectively, which
statements are incorporated by reference.

iii) Asset Purchase Agreement among the Registrant, Gilroy Foods,
Inc. and ConAgra, Inc. dated August 28, 1996 which agreement
is incorporated by reference from Registrant's Report on Form
8-K as filed with the Securities and Exchange Commission on
September 13, 1996.

iv) Asset Purchase Agreement among the Registrant, Gilroy Energy
Company, Inc. and Calpine Gilroy Cogen, L.P., dated August 28,
1996 which agreement is incorporated by reference from
Registrant's Report on Form 8-K as filed with the Securities and
Exchange Commission on September 13, 1996.

v) Consulting letter agreement between Registrant and Charles P.
McCormick, Jr. dated January 2, 1997, which letter is
incorporated by reference from Registrant's Form 10-Q as filed
with the Securities and Exchange Commission on April 11, 1997.

(11) Statement re computation of per- Page 19 of this Report on
share earnings. Form 10-K.

(12) Statements re computation of ratios. Pages 40-41 of Exhibit 13.

(13) Annual Report to Security Holders

McCormick & Company, Incorporated Submitted in electronic format.
Annual Report to Stockholders
for 1997.

(16) Letter re change in certifying Not applicable.
accountant.

(18) Letter re change in accounting Not applicable.
principles.

(21) Subsidiaries of the Registrant Page 43 of Exhibit 13.

(22) Published report regarding matters Not applicable.
submitted to vote of securities
holders.

(23) Consent of independent auditors Page 20 of this Report on
Form 10-K.

(24) Power of attorney Not applicable.

(27) Financial Data Schedule Submitted in electronic format
only.

(99) Additional exhibits Registrant's definitive Proxy
Statement dated February 18, 1998.