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, 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: 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 /_/

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

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 1998, 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 5 through 18 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 1998 are amounts from continuing
operations. The Registrant's net sales increased 4.4% in 1998 to $1.9 billion.

The Registrant operates in two business segments, Food Products and
Packaging Products, and has disclosed in Note 12 of the Notes to Consolidated
Financial Statements on pages 29 and 30 of its Annual Report to Stockholders for
1998, 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 1998 sets forth a
description of the business conducted by the Registrant on pages 8 through 18.
Those pages of the Registrant's Annual Report are incorporated by reference.

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 12 of the Notes to Consolidated Financial
Statements on pages 29 and 30 of the Registrant's Annual Report to Stockholders
for 1998, 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 U.S. 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
United States. 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 24 and 25 of the
Registrant's Annual Report to Stockholders for 1998 and pages 14 and 15 of the
Registrant's Annual Report to Stockholders for 1998, 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 1998.
In the same year, sales to the five largest customers represented approximately
22% 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 8 through 18 of the
Registrant's Annual Report to Stockholders for 1998, 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 1998,
1997 and 1996 were approximately $38.9 million, $37.7 million and $35.7 million,
respectively. Of these amounts, expenditures for research and development
amounted to $16.9 million in 1998, $16.1 million in 1997 and $12.2 million in
1996. 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 7,600 employees during
fiscal year 1998.

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 12 of the Notes to Consolidated Financial Statements on pages 29
and 30 of the Registrant's Annual Report to Stockholders for 1998, and pages 12
through 18 of the Registrant's Annual Report to Stockholders for 1998 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 18 of the
Registrant's Annual Report to Stockholders for 1998, 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
107,000 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 273,000 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 1998 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 14 and 15 of its Annual Report to
Stockholders for 1998, 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 29, 1999 was as follows:

Approximate Number
Title of Class of Record Holders
-------------- -----------------

Common Stock, no par value 2,000
Common Stock Non-Voting, no par value 10,000

ITEM 6. SELECTED FINANCIAL DATA

The Registrant has disclosed the information required by this Item in the line
items for 1994 through 1998 entitled "Net sales," "Net income - continuing
operations," "Earnings per share - diluted - continuing operations," "Common
dividends declared," "Long-term debt" and "Total assets" on page 32 of its
Annual Report to Stockholders for 1998, 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 1998 at pages 12
through 18 contains a discussion and analysis of the Registrant's financial
condition and results of operations for the three fiscal years ended November
30, 1998. Said pages are incorporated by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MATERIAL RISK

The Registrant's Annual Report to Stockholders for 1998 at pages 16 and
17 contains the quantitative and qualitative disclosures about market risk. Said
pages are incorporated by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data for McCormick & Company,
Incorporated are included on pages 19 through 30 of the Registrant's Annual
Report to Stockholders for 1998, which pages are incorporated by reference. The
report of independent auditors from Ernst & Young LLP on such financial
statements is included on page 31 of the Registrant's Annual Report to
Stockholders for 1998, which page is

incorporated by reference. The supplemental schedule for 1996, 1997 and 1998 is
included on page 15 of this Report on Form 10-K.

The unaudited quarterly data required by Item 302 of Regulation S-K is
included in Note 14 of the Notes to Consolidated Financial Statements at page 30
of the Registrant's Annual Report to Stockholders for 1998, 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 17, 1999, 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,
Robert W. Skelton and Gordon M. Stetz, Jr. are also executive officers of the
Registrant.

Mr. Anderson is 52 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 46 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 43 years old and has had the following work experience
during the last five years: 6/98 to present - Vice President and Chief Financial
Officer - Global Industrial Group; 3/96 to 6/98 - Vice President - Acquisitions
and Financial Planning; 5/94 to 3/96 - Vice President of Finance - McCormick
Flavor Division; 12/91 to 5/94 - Vice President of Finance - International
Group.

Mr. Skelton is 51 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.

Mr. Stetz is 38 years old and has had the following work experience
during the last five years: 6/98 to present - Vice President, Acquisitions and
Financial Planning; 2/95 to 6/98 - Assistant Treasurer, Investor
Relations/Financial Services; 1/93 to 2/95 - Manager, Acquisitions and Financial
Planning.

ITEM 11. EXECUTIVE COMPENSATION

The Registrant has filed with the Commission a definitive copy of its
Proxy Statement dated February 17, 1999, which sets forth the information
required by this Item at pages 7 through 18, 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 17, 1999, 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 17, 1999, 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 14
below.

2. The financial statement schedules required by Item 8
of this Form which are listed in the Table of
Contents appearing on page 14 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 16 and 17
of this Report.

(b) The Registrant filed no reports during the last quarter of its
fiscal year 1998 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 15, 1999
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:

/s/ Robert J. Lawless President & Chief Executive Officer February 15, 1999
Robert J. Lawless

Principal Financial Officer:

/s/ Francis A. Contino Executive Vice President & February 15 , 1999
Francis A. Contino Chief Financial Officer

Principal Accounting Officer:

/s/ J. Allan Anderson Vice President & Controller February 15, 1999
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 T. Brady February 15, 1999
James T. Brady

/s/ Francis A. Contino February 15, 1999
Francis A. Contino

/s/ James S. Cook February 15, 1999
James S. Cook

/s/ Robert G. Davey February 15, 1999
Robert G. Davey

/s/ Edward S. Dunn, Jr. February 15, 1999
Edward S. Dunn, Jr.

/s/ Freeman A. Hrabowski, III February 15, 1999
Freeman A. Hrabowski, III

/s/ Robert J. Lawless February 15, 1999
Robert J. Lawless

/s/ Charles P. McCormick, Jr. February 15, 1999
Charles P. McCormick, Jr.

/s/ George V. McGowan February 15, 1999
George V. McGowan

/s/ Carroll D. Nordhoff February 15, 1999
Carroll D. Nordhoff

/s/ February 15, 1999
Robert W. Schroeder

/s/ William E. Stevens February 15, 1999
William E. Stevens

/s/ Karen D. Weatherholtz February 15, 1999
Karen D. Weatherholtz

CROSS REFERENCE SHEET

PART ITEM REFERENCED MATERIAL/PAGE(S)

PART I
Item 1. Business Registrant's 1998 Annual Report to
Stockholders/Pages 5-18, 24- 25 and 29-30.

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 1998 Annual Report to
Registrant's Common Stockholders/Pages 14-15.
Equity and Related
Stockholder Matters.

Item 6. Selected Financial Registrant's 1998 Annual Report
Data. to Stockholders/Page 32.

Item 7. Management's Registrant's 1998 Annual Report to Stockholders/Pages 12-18.
Discussion and
Analysis of Financial
Condition and Results
of Operations.

Item 7A. Quantitative and Registrant's 1998 Annual Report to Stockholders/Pages 16-17.
Qualitative
Disclosures About
Material Risk.

Item 8. Financial Registrant's 1998 Annual Report to Stockholders/Pages 19-31 and
Statements and Page 15 of this Report.
Supplementary Data.

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 February 17, 1999/Pages
Executive Officers 3-7.
of the Registrant.

Item 11. Executive Registrant's Proxy Statement dated February 17, 1999/Pages
Compensation. 7-18.

Item 12. Security Ownership Registrant's Proxy Statement dated February 17, 1999/Pages
of Certain Beneficial 2-6.
Owners and
Management.

Item 13. Certain Registrant's Proxy Statement dated February 17, 1999/Page 17.
Relationships and
Related Transactions.

PART IV

Item 14. Exhibits, Financial See Exhibit Index pages 16 and 17 and the Table of
Statement Schedules Contents at page 14 of this Report.
and Reports on Form
8-K.

MCCORMICK & COMPANY, INCORPORATED

TABLE OF CONTENTS AND RELATED INFORMATION

Included in the Registrant's 1998 Annual Report to Stockholders, the following
consolidated financial statements are incorporated by reference in Item 8*:

Consolidated Balance Sheet, November 30, 1998 and 1997
Consolidated Income Statement for the Years Ended November 30, 1998,
1997 and 1996.
Consolidated Statement of Shareholders' Equity for the Years Ended
November 30, 1998, 1997 and 1996.
Consolidated Statement of Cash Flows for the Years Ended November 30,
1998, 1997 and 1996.
Notes to Consolidated Financial Statements, November 30, 1998
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
1998 ANNUAL REPORT TO STOCKHOLDERS OF THE REGISTRANT FOR ITS
FISCAL YEAR ENDED NOVEMBER 30, 1998 ACCOMPANIES THIS ANNUAL
REPORT ON FORM 10-K.

Supplemental Financial Schedule II
Consolidated

McCORMICK & COMPANY, INCORPORATED

VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)

- -----------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E

Balance Additions Balance
Beginning Costs and Deductions at End
Description of Year Expenses of Year
- -----------------------------------------------------------------------------------------

Year ended November 30, 1998
Allowance for doubtful receivables $3.7 $1.3 $1.0 (1) $4.0

Year ended November 30, 1997
Allowance for doubtful receivables $3.5 $1.0 $0.8 (1) $3.7

Year ended November 30, 1996
Allowance for doubtful receivables $2.5 $1.7 $0.7 (1) $3.5

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

Articles of Amendment to Charter of Incorporated by reference from
McCormick & Company, Incorporated Registration Form S-8 Registration
dated April 1, 1992 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
- Restated and Amended Registrant's Form 10-Q Incorporated for
as of June 17, 1996 the quarter ended May 31, 1996 as filed
with the Securities and Exchange
Commission on July 12, 1996.

(4) Instruments defining the rights of With respect to rights of securities,
security holders, including indentures see Exhibit 3 (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) Mid-Term Incentive Program provided to a limited number of
senior executives, a description of which is incorporated by
reference from pages 19 and 20 of the Registrant's definitive
Proxy Statement dated February 18, 1998, as filed with the
Commission on February 17, 1998, which pages are incorporated
by reference.

vi) Amendment to the Letter Agreement between Registrant and
Charles P. McCormick, Jr. effective December 1, 1998, which
letter is attached as Exhibit 10.1 of this Report on
Form 10-K.

(11) Statement re computation of per-share earnings. Not applicable.

(12) Statements re computation of ratios. Pages 14 and 15 of Exhibit 13.

(13) Annual Report to Security Holders

McCormick & Company, Incorporated Submitted in electronic format.
Annual Report to Stockholders for 1998

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

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

(21) Subsidiaries of the Registrant Page 34 of Exhibit 13.

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

(23) Consent of independent auditors Attached to 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 17, 1999