10-Q, 1995-10-16
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                    Washington, D. C.   20549

                            Form 10-Q


For Quarter Ended   August 31, 1995    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, P. O. Box 6000, Sparks, MD       21152-6000    
  (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (410) 771-7301 

   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 filing requirements for
the past 90 days.   Yes  X    No     

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

                                        Shares Outstanding
                                         August 31, 1995   

     Common Stock                            12,465,000   

     Common Stock Non-Voting                 68,710,000   

                     McCORMICK & COMPANY, INCORPORATED


                                                                Page No.


        Condensed Consolidated Balance Sheets                      2  

        Condensed Consolidated Statements of Income                3

        Condensed Consolidated Statements of Cash Flows            4

        Notes to Condensed Consolidated Financial Statements      5,6,7

        Management's Discussion and Analysis of Financial
          Condition and Results of Operations                     8,9,10

 Part II.  OTHER INFORMATION                                       11



                         PART I.  FINANCIAL INFORMATION
                        McCORMICK & COMPANY, INCORPORATED
                                 (In Thousands)

                                                Aug. 31,   Aug. 31,  Nov. 30,
ASSETS                                            1995       1994      1994  
  Current Assets
     Cash and cash equivalents                  $ 30,528   $ 14,137  $ 15,566
     Accounts receivable - net                   191,935    200,476   208,811
        Raw materials                            131,278    116,953   125,413
        Work in process                           53,354     47,645    42,987
        Finished goods                           222,942    201,800   206,067
                                                 407,574    366,398   374,467
     Prepaid expenses                             21,407      6,385    15,343
     Deferred income taxes                        43,470     13,003    43,470

        Total current assets                     694,914    600,399   657,657

  Investments                                     54,709     51,019    62,410
  Property - net                                 514,024    497,997   504,599
  Excess cost of acquisitions - net              183,933    197,221   196,166
  Prepaid allowances                             208,417    155,201   143,181
  Other assets                                     5,376      5,452     4,688

        Total assets                          $1,661,373 $1,507,289$1,568,701

  Current Liabilities
     Notes payable                              $371,080   $272,899  $202,542
     Current portion long-term debt               12,242     10,864    11,532
     Outstanding checks                           15,078     11,676    17,955
     Accounts payable, trade                     140,081    113,874   128,236
     Accrued payroll                              21,646     26,715    30,424
     Accrued sales allowances                     24,148     24,822    38,373
     Accrued restructuring costs                  12,260          -    50,334
     Other accrued expenses and liab.             99,988     93,196   107,125
     Income taxes                                  5,711      7,148    14,307

        Total current liabilities                702,234    561,194   600,828

  Long-term debt                                 349,945    355,303   374,288
  Deferred income taxes                           27,260     30,169    19,229
  Employee benefit liabilities                    78,850     61,302    68,375
  Other liabilities                               17,413      4,083    16,017
        Total liabilities                      1,175,702  1,012,051 1,078,737
  Shareholders' Equity
     Common Stock, no par value                   48,733     49,808    50,006
     Common Stock Non-Voting, no par             110,048    100,809   101,697
     Retained earnings                           354,199    357,235   343,285
     Foreign currency translation adj.           (27,309)   (12,614)   (5,024)

        Total shareholders' equity               485,671    495,238   489,964

        Total liabilities and
           shareholders' equity               $1,661,373 $1,507,289$1,568,701

                       See notes to financial statements.




            (Dollars In Thousands Except Per Share Amounts)

                              Three Months Ended    Nine Months Ended
                                   August 31            August 31
                                1995      1994       1995       1994

Net sales                   $431,982  $422,141  $1,302,398 $1,186,206

Cost of goods sold           288,359   264,086     865,648    753,708
Gross profit                 143,623   158,055     436,750    432,498
Selling, general and
  administrative expense      99,912   107,627     309,355    308,200
Profit from operations        43,711    50,428     127,395    124,298
Other income (expense)-net      (380)     (520)        201     (1,789)
Interest expense              13,992     9,743      41,779     26,903

Income before income taxes    29,339    40,165      85,817     95,606
Provision for income taxes    10,130    15,030      30,890     36,480 

Income from consolidated
  operations                  19,209    25,135      54,927     59,126
Income from unconsolidated
  operations                     706     1,307         376      4,755

Net income                  $ 19,915  $ 26,442  $   55,303 $   63,881
Earnings per common share      $0.25     $0.33       $0.68      $0.79

Cash dividends declared per
   common share                $0.13     $0.12       $0.39      $0.36

                  See notes to financial statements.

                      McCORMICK & COMPANY, INCORPORATED


                           (Dollars In Thousands)

                                                         Nine Months Ended
                                                        Aug. 31,   Aug. 31,
                                                          1995       1994  

Cash flows from operating activities
  Net income                                            $ 55,303   $ 63,881
  Depreciation and amortization                           45,749     44,518
  Provision for deferred income taxes                      2,312      3,614
  Gain on sale of assets                                     167        245
  Share of income unconsolidated oper.                      (376)    (4,755)
  Dividend received unconsolidated subsidiary                  -      3,345
  Changes in assets and liabilities net of
    businesses acquired and disposed                    (141,801)  (132,571)

Net cash used in operating activities                    (38,646)   (21,723)

Cash flows from investing activities
  Acquisitions of businesses                                (981)   (82,413)
  Purchases of property, plant and equipment             (58,659)   (64,950)
  Proceeds from sale of assets                             2,030        195
  Proceeds (payments) from forward exchange contract       4,361       (520)
  Other investments                                       (3,065)    (4,595)

Net cash used in investing activities                    (56,314)  (152,283)

Cash flows from financing activities
  Notes payable                                          169,299    122,055
  Long-term debt
     Borrowings                                            1,194    102,425
     Repayments                                          (20,529)   (14,899)
  Common stocks
     Issued                                                7,517      5,034
     Acquired by purchase                                (14,766)    (8,658)
  Dividends paid                                         (31,652)   (29,248)
Net cash provided by financing activities                111,063    176,709

Effect of exchange rate changes on cash and
  cash equivalents                                        (1,141)    (1,404)

Increase in cash and cash equivalents                     14,962      1,299
Cash and cash equivalents at beginning of period          15,566     12,838

Cash and cash equivalents at end of period              $ 30,528   $ 14,137

                     See notes to financial statements.



         (Dollars in Thousands Except per Share Amounts)

1.   In the opinion of the Company, the accompanying consolidated
     financial statements contain all adjustments (consisting of
     only normal recurring accruals) necessary to present fairly
     the financial position as of August 31, 1995, August 31, 1994
     and November 30, 1994, and the results of operations for the
     three and nine month periods ended August 31, 1995 and
     August 31, 1994, and the cash flows for the nine month periods
     ended August 31, 1995 and August 31, 1994.  Certain
     reclassifications have been made to the 1994 financial
     statements to conform with the 1995 presentation.

2.   The results of consolidated operations for the three and nine
     month periods ended August 31, 1995 are not necessarily
     indicative of the results to be expected for the full year. 
     Historically, the Company's consolidated sales and profits are
     lower in the first two quarters of the fiscal year, and
     increase in the third and fourth quarters.

3.   Earnings per common share for the three and nine month periods
     ended August 31, 1995 were computed by dividing net income by
     the weighted average number of common shares outstanding
     (81,194,000 - three months and 81,179,000 - nine months). 
     Earnings per common share for the three and nine month periods
     ended August 31, 1994 were computed by dividing net income by
     the weighted average number of common shares outstanding
     (81,292,000 - three months and 81,244,000 - nine months).  The
     dilutive effect of common stock equivalents is not material.

4.   Interest paid during the nine month periods ended August 31,
     1995 and August 31, 1994 was $38,700 and $29,900 respectively. 
     Income taxes paid during the same periods were $26,800 and
     $54,100 respectively.

5.   Changes in foreign currency exchange rates required
     adjustments to both the Excess Cost of Acquisition account and
     the Foreign Currency Translation Adjustments account at
     August 31, 1995 and are primarily responsible for the changes
     in the translation adjustment account for the periods
     presented.  These exchange rate changes plus amortization of
     excess cost, largely account for the change in the Excess Cost
     of Acquisition account for the periods presented.

6.   During the first nine months of 1995 the Company renewed
     certain prepaid allowance contracts.  Payments associated with
     these contracts are reflected in the Prepaid Allowance account
     at August 31, 1995, less amortization as of that date.

7.   The estimated fair values of the Company's significant
     financial instruments at August 31, 1995 follows:

                                             Estimated  Carrying
                                             Fair Value  Amount 

     Cash & cash equivalents................ $ 30,528   $ 30,528
     Trade receivables......................  173,303    173,303
     Short-term borrowings..................  371,080    371,080
     Current portion of long-term debt......   12,242     12,242
     Accounts payable and accrued expenses..  298,123    298,123
     Long-term debt.........................  358,690    349,945

8.   At August 31, 1995 the Company had available credit facilities
     with domestic and foreign banks in the aggregate of $370,000. 
     There were no borrowings outstanding against these facilities.
9.   In the fourth quarter of 1994, the Company recorded a $70,445
     charge for restructuring its business operations.  This
     restructuring charge reduced 1994 net income for the year and
     for the fourth quarter by $46,295 or $.57 per share.  The
     charge provides for costs associated with reducing the work
     force and a program that will eliminate redundant facilities
     and positions, improve productivity and efficiency, and
     eliminate certain businesses and product lines.  Specific
     actions include a reduction of approximately 600 positions
     worldwide through position eliminations and a voluntary
     special retirement program; closing an industrial products
     plant and a foodservice products plant and transferring the
     production to other existing facilities; realignment of some
     of our operations in the U.K.; offering for sale the Golden
     West Foods, Inc. frozen foods subsidiary; and consolidating
     certain administrative activities.

     As of August 31, 1995, the Company has reduced its work force
     by approximately 530 positions due to position eliminations
     and retirements; has begun the process of closing its
     production facilities in Hayward, California and Hunt Valley,
     Maryland and is transferring the production to other existing
     facilities; has sold its frozen food business, Golden West
     Foods, Inc.; and has consolidated several functional
     activities primarily at the Hunt Valley operations.  The
     components of the restructuring charge and remaining liability
     at August 31, 1995 are as follows:

                            Restructuring   11/30/94    8/31/95
                               Charge       Liability  Liability

     Work force reduction     $ 24,375      $ 24,263    $ 1,302 
     Plant consolidations
       and closings             33,477        33,414     22,904 
     Other restructuring
       projects                 12,593         6,513      2,135
                                70,445        64,190     26,341
     Income tax benefits       (24,150)      (23,434)    (9,030)
                              $ 46,295      $ 40,756    $17,311

     Included in the remaining liability are fixed asset write-offs
     of $6,294 and other asset write-offs of $940.

     The pre-tax restructuring liability which is anticipated to be
     expended in the next 12 months is included as a current
     liability in the balance sheet.  The remaining portion is
     included in other non-current liabilities.

10.  In March 1995, the Financial Accounting Standards Board (FASB)
     issued Statement No. 121, Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. 
     The Statement requires that assets to be held and used be
     reviewed for impairment whenever events or changes in
     circumstances indicate that the carrying amount of the asset
     in question may not be recoverable.  The Company has not yet
     determined when this standard will be adopted.  The effect of
     this accounting change on the Company's financial statements
     is not expected to be material.

     The Company must adopt this standard no later than in its
     fiscal year ending November 30, 1996.




Results of Operations

Consolidated net sales for the three and nine months ended
August 31, 1995 increased 2% and 10% respectively over the
corresponding periods last year.  These increases were largely
attributable to sales volume gains with most operating units
reporting volume increases for both periods with particularly
strong performance coming from the foreign markets.  Sales from
newly acquired businesses contributed approximately two-thirds of
the third quarter net sales increase.  A price increase late in the
third quarter of 1994 had the effect of increasing sales in the
domestic consumer business, as customers made purchases prior to
the price increase taking effect.  No similar price increase
occurred in the third quarter of 1995.

The third quarter's gross profit margin declined to 33.2% versus
37.4% for the same period last year.  Also the nine month margin
dropped to 33.5% compared to 36.5% of the prior nine month period. 
The overall decline in margins was due to higher raw material
costs, higher mix of lower margin industrial sales and lower crop
yields for Gilroy garlic.  Profit from operations was down 13.3% or
$6.7 million for the third quarter but up 2.5% or $3.1 million for
the first nine months.  The weakening in quarterly profits, due
mainly to lower margins, was somewhat offset by lower
administrative expenses and marketing costs.  The nine months'
profits continue to benefit from an increase in earnings from our
foreign operations and industrial spice and seasoning business, and
favorable first quarter adjustments from our restructuring program.

Net income of $19.9 million or $.25 per share for the three months
ended August 31, 1995 was below the $26.4 million or $.33 per share
reported for 1994's third quarter.  Net income for the nine months
ended August 31, 1995 decreased to $55.3 million or $.68 per share
from $63.9 million or $.79 per share for the same period last year. 
Earnings continue to be unfavorably impacted by increased interest
expense which was higher by $4.2 million for the quarter and $14.9
million for the first nine months due to both higher debt levels
and higher interest rates.  Net income was also negatively impacted
by weakness in our Mexican operations brought on by the devaluation
of the Mexican peso, as discussed below.  These impacts were
somewhat offset by a comparatively lower effective tax rate in
fiscal 1995.

Income from our unconsolidated joint ventures was down $4.4 million
or $.05 per share for the first nine months compared to the
respective period of the prior year, due primarily to economic
problems in Mexico.  The Mexican peso was devalued by approximately
45% during fiscal 1995.  This devaluation had the effect of
reducing shareholders' equity in the amount of approximately 
$20 million.  During 1994, the Company had entered into a forward
contract for the delivery of Mexican pesos in April of 1995 to
hedge its exposure, therefore, the devaluation itself has not had
a significant impact on the results of operations through nine
months of fiscal 1995.  The impact of the devaluation on the
Mexican economy, however, has had a very unfavorable impact on
sales and profits of our Mexican operations.  Management has taken
steps where possible to help mitigate the impact on earnings of the
devaluation, including price increases, identifying U.S. import
opportunities for Mexican-sourced raw materials and additional
sales opportunities.

The peso has further weakened during the fourth quarter and will
likely have an additional unfavorable effect on quarterly earnings.

Return on equity (ROE) calculated by dividing twelve months to date
net income by average shareholders' equity during that period,
decreased to 11.0% at August 31, 1995 from 12.8% at year-end 1994
versus 21.9% at August 31, 1994.  The restructuring charge booked
in the fourth quarter of FY 1994 is the primary reason for the
decline in ROE versus the third quarter of 1994.


In the fourth quarter of 1994, the Company announced a
comprehensive restructuring of its business operations.  As a
result of this program, the Company recorded a restructuring charge
in the amount of $70 million before tax and $46 million after tax. 
The majority of the restructuring plan will be completed in 1995,
the following progress has been made during the first nine months
of 1995:

*    The worldwide work force has been reduced by approximately 530
     positions since February 1, 1995 through position eliminations
     and a special early retirement program.  In conjunction with
     this work force reduction, termination benefits of
     approximately $5.4 million were paid and charged to the
     restructuring liability in the first nine months of 1995.  The
     remaining cost of this portion of the work force reduction
     will be paid by the Company's employee benefit plans as
     retirement benefits.  The additional employee benefit plan
     liabilities associated with these retirement benefits
     approximate $18.0 million and have been charged to the
     restructuring liability in 1995.  The remainder of the work
     force reduction will be completed as production facilities
     identified for closure in the restructuring plan are closed. 
     Severance costs were reduced by approximately $0.5 million as
     a result of a higher than expected rate of employee elections
     to transfer to positions at other locations and other
     opportunities to continue employment.

*    The process of closing the McCormick Flavor Group's plant in
     Hayward, California and the Food Service Division's plant in
     Hunt Valley, Maryland is underway.  It is expected that these
     plants will be closed and their production needs absorbed by
     other facilities by the end of the first quarter of 1996.  The
     sale of Golden West Foods, Inc. was completed July 6, 1995. 
     The expected before tax loss on the disposal of these
     facilities was reduced by $1.5 million in the first quarter. 
     The current adjusted restructuring reserve is adequate to
     cover losses associated with the disposal of these facilities.

*    The realignment of certain operating facilities in the U.K.
     has begun and is expected to be completed in 1997.

*    In conjunction with the work force reduction effected
     February 1, 1995, the Company has substantially completed the
     consolidation of certain administrative functions.

*    The Company will lease a $20 million consolidated distribution
     center to distribute the finished goods produced by all of its
     Hunt Valley plants.  Construction of this facility has begun
     and is expected to be completed in early 1996.  The
     restructuring reserve for costs associated with this project
     were reduced by $0.9 million in the first quarter.  The
     adjusted reserve balance is adequate to cover remaining costs
     associated with this project.

Cash and capital expenditures associated with the restructuring
plan during the first nine months of 1995 were approximately $16
million net of anticipated tax benefits.

Savings from the portions of the restructuring plan that were
completed in the first nine months of 1995 will consist principally
of lower personnel costs after February 1, 1995.  These savings
will be invested in the Company's brands through product
development and consumer promotion activities.

Financial Condition

The Company's capital structure (excluding $55.4 million
non-recourse debt) was 58.3% debt to total capital at August 31,
1995, up from 52.0% at year-end 1994 and 54.0% at August 31, 1994. 
During the third quarter the Company increased its net short-term
borrowings by $40 million.  This cash, plus cash generated from
operations, was used to meet cash needs that mainly included
seasonal working capital requirements, capital asset additions and
shareholder dividends.  The Company has begun a plan to improve
working capital management which is anticipated to result in
reductions in the investment in inventories, most of which
reduction will occur in the fourth quarter.  Further reductions are
planned for 1996.  Working capital reductions under this plan will
be used to reduce debt and fund the costs of the restructuring
plan.  The Company's current ratio remained the same during the
third quarter at 1.0, down from 1.1 at year-end 1994 largely due to
the Company's increased use of commercial paper borrowings.  The
Company maintains $370 million of committed credit facilities that
provide additional liquidity.  These facilities were not in use at
the end of the third quarter.

                   PART II - OTHER INFORMATION

Item 6  Exhibits and Reports on Form 8-K

(a)  No response required.

(b)  None.



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                  McCORMICK & COMPANY, INCORPORATED

Date: October 16, 1995        By: /s/ Robert G. Davey     
                                          Robert G. Davey
                                         Vice President &
                                      Chief Financial Officer

Date: October 16, 1995        By: /s/ J. Allan Anderson     
                                          J. Allan Anderson
                                    Vice President & Controller


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<PERIOD-END>                               AUG-31-1995
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