MCCORMICK & CO INC, DEF 14A, 1997-02-18

MCCORMICK & CO INC
DEF 14A, 1997-02-18
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS

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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [ x ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ x ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11
(c) or Section 240.14a-12

McCORMICK & COMPANY, INCORPORATED

(Name of Registrant as specified in its Charter)

The Board of Directors of McCormick & Company, Incorporated

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(j)(2)

[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)

[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

[ X ] No filing fee.

1) Title of each class of securities to which
transaction applies:

________________________________________________

2) Aggregate number of securities to which transaction
applies:

________________________________________________

3) Per unit price or other underlying value of
transaction computed

pursuant to Exchange Act Rule 0-11:

________________________________________________

4) Proposed maximum aggregate value of transaction:

_______________________________________________

[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form of
Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule of Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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McCORMICK & COMPANY, INCORPORATED
18 Loveton Circle
Sparks, Maryland 21152

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 19,
1997

The Annual Meeting of the Stockholders of McCormick & Company,
Incorporated will be held at the Hunt Valley Inn, Hunt Valley,
Maryland at 10:00 a.m., March 19, 1997, for the purpose of
considering and acting upon:

(a) the election of directors to act until the next Annual
Meeting of Stockholders or until their respective successors are
duly elected and qualified;

(b) the approval of the 1997 Employees Stock Purchase Plan,
which Plan, as set forth in Exhibit A to the Proxy Statement,
has been adopted by the Board of Directors subject to the
approval of the stockholders;

(c) the approval of the 1997 Stock Option Plan, which Plan, as
set forth in Exhibit B to the Proxy Statement, has been adopted
by the Board of Directors subject to the approval of the
stockholders;

(d) the ratification of the appointment of Ernst & Young LLP
as independent auditors of the Company to serve for the 1997 fiscal
year; and

(e) any other matters that may properly come before such
meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on
December 31, 1996 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
or any adjournments thereof. Only holders of Common Stock shall
be entitled to vote. Holders of Common Stock Non-Voting are
welcome to attend and participate in this meeting.

IF YOU ARE A HOLDER OF COMMON STOCK, A PROXY CARD IS ENCLOSED.
PLEASE SIGN THE PROXY CARD PROMPTLY AND RETURN IT IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE IN ORDER THAT YOUR STOCK MAY BE
VOTED AT THIS MEETING. THE PROXY MAY BE REVOKED BY YOU AT ANY
TIME BEFORE IT IS VOTED.

February 19, 1997 Richard W. Single, Sr.
Secretary

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished on or about February 19,
1997 to the holders of Common Stock in connection with the
solicitation by the Board of Directors of the Company of proxies
to be voted at the Annual Meeting of Stockholders or any
adjournments thereof. Any proxy given may be revoked at any time
insofar as it has not been exercised. Such right of revocation
is not limited or subject to compliance with any formal
procedure. The shares represented by all proxies received will
be voted in accordance with instructions contained in the
respective proxies. The cost of the solicitation of proxies will
be borne by the Company. In addition to the solicitation of
proxies by use of the mails, officers and regular employees of
the Company may solicit proxies by telephone, telegraph, or
personal interview. The Company also may request brokers and
other custodians, nominees, and fiduciaries to forward proxy
soliciting material to the beneficial owners of shares held of
record by such persons, and the Company may reimburse them for
their expenses in so doing.

At the close of business on December 31, 1996, there were
outstanding 11,494,557 shares of Common Stock which represent
all of the outstanding voting securities of the Company. Except
for certain voting limitations imposed by the Company's Charter
on beneficial owners of ten percent or more of the outstanding
Common Stock, each of said shares of Common Stock is entitled to
one vote. Only holders of record of Common Stock at the close of
business on December 31, 1996 will be entitled to vote at the
meeting or any adjournments thereof.

PRINCIPAL STOCKHOLDERS

On December 31, 1996, the assets of The McCormick Profit
Sharing Plan and PAYSOP (the "Plan") included 2,964,165 shares
of the Company's Common Stock, which represented 25.8% of the
outstanding shares of Common Stock. The address for the Plan is
18 Loveton Circle, Sparks, Maryland 21152. The Plan is not the
beneficial owner of the Common Stock for purposes of the voting
limitations described in the Company's Charter. Each Plan
participant has the right to vote all shares of Common Stock
allocated to such participant's Plan account. The Plan's
Investment Committee possesses investment discretion over the
shares, except that, in the event of a tender offer, each
participant of the Plan is entitled to instruct the Investment
Committee as to whether to tender Common Stock allocated to such
participant's account. Membership on the Investment Committee
consists of three directors, Robert G. Davey, Carroll D.
Nordhoff, and Karen D. Weatherholtz, and the Company's Vice
President & Controller, J. Allan Anderson, and the Company's
Vice President & Treasurer, Christopher J. Kurtzman. Mary D.
McCormick, whose address is 830 West 40th Street, Baltimore,
Maryland 21211, held 609,012 shares of Common Stock as of
December 31, 1996, representing 5.3% of the outstanding shares
of Common Stock. Harry K. Wells and his wife Lois L.Wells,
whose address is P. O. Box 409, Riderwood, Maryland 21139, held
in two trusts 586,623 shares of Common Stock as of December 31,
1996, representing 5.1% of the outstanding shares of Common
Stock.

ELECTION OF DIRECTORS

On March 19, 1997, Mr. George W. Koch will retire as a member
of the Board of Directors of the Company. The Company is
grateful to Mr. Koch for his contributions during his years of
service.

On December 16, 1996, Mr. Robert W. Schroeder was elected as
a member of the Board of Directors. Dr. Freeman A. Hrabowski, III
was elected as a member of the Board of Directors effective
January 16, 1997. Neither has previously stood for election to
the Board at an Annual Meeting of Stockholders.

The persons listed in the following table have been nominated
for election as directors to serve until the next Annual Meeting
of Stockholders or until their respective successors are duly
elected and qualified. Management has no reason to believe that
any of the nominees will be unavailable for election. In the
event a vacancy should occur, the proxy holders reserve the
right to reduce the total number of nominations for election.
There is no family relationship between any of the nominees. No
nominee has a substantial interest in any matter to be acted
upon at the Annual Meeting.

The following table shows, as of December 31, 1996, the names
and ages of all nominees, the principal occupation and business
experience of each nominee during the last five years, the year
in which each nominee was first elected to the Board of
Directors, the amount of securities beneficially owned by each
nominee, and directors and executive officers as a group, and
the nature of such ownership. Except as otherwise noted, no
nominee owns more than one percent of either class of the
Company's common stock.

REQUIRED VOTE OF STOCKHOLDERS. The favorable vote of at least a
majority of the shares of Common Stock of the Company present in
person or by proxy at a meeting at which a quorum is present is
required for the election of each nominee.

<TABLE>
The Board of Directors recommends that stockholders vote FOR each
of the nominees listed below.

Year First
Principal Occupation & Elected Amount and Nature<F1>of
Name Age Business Experience Director Beneficial Ownership
<S> <C> <C> <C> <C>

Common
Common Non-Voting

James J. Albrecht 64 Vice President - Science & 1987 81,530 49,256
Technology (1996 to Present);
Group Vice President --
Asia/Pacific (1993 to 1996);
Vice President & Managing
Director - International
Group (1989 to 1993)

James S. Cook 68 Executive in Residence, 1982 1,750 3,710
Northeastern University
(1986 to Present)

Robert G. Davey 47 Executive Vice President & 1994 22,945 4,614
Chief Financial Officer
(1996 to Present); Vice
President & Chief Financial
Officer (1994 to 1996);
President, McCormick Canada,
Inc., a subsidiary of the
Company (1991 to 1994)

Freeman A. Hrabowski, III 46 President, University of 1997 - 0 - - 0 -
Maryland Baltimore County
(1992 to Present); Executive
Vice President, University
of Maryland Baltimore County
(1987 to 1992)

Robert J. Lawless 50 President (1996 to Present), 1994 23,453 22,725
Chief Executive Officer
(1997 to Present) & Chief
Operating Officer (1995 to
Present), Executive Vice
President (1995 to 1996);
Senior Vice President - The
Americas (1994 to 1995);
Group Vice President -
Europe (1993 to 1994); Vice
President & Deputy Managing
Director, International Group
(1991 to 1993)

Charles P. McCormick, Jr. 68 Chairman of the Board 1955 264,787<F2> 19,167
(1995 to Present), Chief (2.3%)
Executive Officer (1996 to
1997); Chairman Emeritus
(1993 to 1994); Chairman
of the Board (1988 to 1993),
Chief Executive Officer
(1987 to 1992)

George V. McGowan 68 Chairman of the Executive 1983 2,253 2,782
Committee, Baltimore Gas
and Electric Company (1993
to Present); Chairman of the
Board & Chief Executive
Officer, Baltimore Gas and
Electric Company (1988 to 1992)

Carroll D. Nordhoff 51 Executive Vice President 1991 46,559 17,940
(1994 to Present); Executive
Vice President -The Americas
(1993 to 1994); Executive
Vice President - Corporate
Operations Staff (1992 to 1993)

Robert W. Schroeder 51 Vice President & General 1996 11,919 8,009
Manager, McCormick/Schilling
Division (1995 - Present); Vice
President - Sales & Marketing,
McCormick/Schilling Division
(1994 - 1995); Vice President -
Packaging Group (1991 - 1994)

Richard W. Single, Sr. 58 Vice President - Government 1988 80,139 19,407<F3>
Affairs & Secretary/Counsel
to the Board of Directors
(1996 - Present); Vice President
(1987 to 1996); Secretary and
General Counsel (1986 to 1996)

William E. Stevens 54 Senior Vice President, 1988 2,750 7,950
Mills & Partners, (1996 to
Present) President and
Chief Executive Officer,
United Industries Corp.
(1989 to 1996)

Karen D. Weatherholtz 46 Vice President -Human 1992 22,868 11,099
Relations (1988 to Present)

Directors and Executive Officers as a Group
(14 persons).................................................. 613,456 179,689

(5.4%)
<FN>

<F1>Includes shares of Common Stock and Common Stock Non-Voting
known to be beneficially owned by directors and executive officers
alone or jointly with spouses, minor children and relatives (if
any) who have the same home as the director or executive officer.
Also includes the following numbers of shares which could be
acquired within 60 days of December 31, 1996 pursuant to the
exercise of stock options: Dr. Albrecht - 4,910 shares of Common
Stock, 4,911 shares of Common Stock Non-Voting; Mr. Cook - 1,750
shares of Common Stock, 1,750 shares of Common Stock Non-Voting;
Mr. Davey - 7,840 shares of Common Stock, 4,614 shares of Common
Stock Non-Voting; Mr.Lawless - 8,127 shares of Common Stock, 4,709
shares of Common Stock Non-Voting; Mr. McCormick - 9,625 shares of

Common Stock, 8,375 shares of Common Stock Non-Voting; Mr. McGowan
- - 1,750 shares of Common Stock, 1,750 shares of Common Stock
Non-Voting; Mr. Nordhoff - 11,875 shares of Common Stock, 8,656
of Common Stock Non-Voting; Mr. Schroeder - 8,127 shares of
Common Stock, 4,709 of Common Stock Non-Voting; Mr. Single -
5,829 shares of Common Stock, 5,276 shares of Common Stock
Non-Voting; Mr. Stevens - 1,750 shares of Common Stock, 1,750
shares of Common Stock Non-Voting; Ms. Weatherholtz - 8,354
shares of Common Stock, 6,116 shares of Common Stock Non-Voting;
and directors and executive officers as a group - 80,099 shares of
Common Stock, 58,604 shares of Common Stock Non-Voting. Also
includes shares of Common Stock which are beneficially owned by
certain directors and officers by virtue of their participation in
the McCormick Profit Sharing Plan and PAYSOP: Dr. Albrecht - 8,230
shares; Mr. Davey - 1,564 shares; Mr. Lawless - 1,509 shares; Mr.
Nordhoff - 7,392 shares; Mr. Schroeder - 0 shares; Mr. Single -
16,289 shares; Ms. Weatherholtz - 8,347 shares; and directors and
executive officers as a group - 52,703 shares.

<F2>Includes 2,702 shares of Common Stock owned by Mr.
McCormick's wife. Mr. McCormick disclaims beneficial ownership
of said shares.

<F3>Includes 687 shares of Common Stock Non-Voting owned by Mr.
Single's son. Mr. Single disclaims beneficial ownership of said
shares.
</FN>
</TABLE>

BOARD COMMITTEES

The Board of Directors has established the following committees
to perform certain specific functions. There is no Nominating
Committee of the Board of Directors. Board Committee membership
as of February 19, 1997 is listed below.

AUDIT COMMITTEE. This Committee reviews the plan for and the
results of the independent audit and internal audit, reviews the
Company's financial information and internal accounting and
management controls, and performs other related duties. The
following directors are currently members of the Committee and
serve at the pleasure of the Board of Directors: Messrs. Cook,
Koch and Stevens. The Audit Committee held 6 meetings during the
last fiscal year.

COMPENSATION COMMITTEE. This Committee establishes and oversees
executive compensation policy; makes decisions about base pay,
incentive pay and any supplemental benefits for the Chief
Executive Officer, other members of the Executive Committee, and
any other executives listed in the proxy statement as one of the
five highest paid executives; and approves the grant of stock
options, the timing of the grants, the price at which the
options are to be offered, and the amount of the options to be
granted to employee directors and officers. The following
directors are members of the Committee and serve at the pleasure
of the Board of Directors: Messrs. Cook, Koch, McGowan and
Stevens. None of the Committee members are employees of the
Company or are eligible to participate in the Company's stock
option programs which are administered by the Committee. The
Compensation Committee held 3 meetings during the last fiscal
year.

EXECUTIVE COMMITTEE. This Committee possesses authority to
exercise all of the powers of the Board of Directors in the
management and direction of the affairs of the Company between
meetings of the Board of Directors, subject to specific
limitations and directions of the Board of Directors and subject
to limitations of Maryland law. This Committee also reviews and
approves all benefits and salaries of a limited group of senior
executives and reviews and approves individual awards under
approved stock option plans for all persons except directors and
officers (see Compensation Committee). The following directors
are currently members of the Committee and serve at the pleasure
of the Board of Directors: Messrs. Davey, Lawless, McCormick,
and Nordhoff. The Executive Committee held 18 meetings during
the last fiscal year.

ATTENDANCE AT MEETINGS

During the last fiscal year, there were 11 meetings of the
Board of Directors. All of the Directors were able to attend at
least 90% of the total number of meetings of the Board and the
Board Committees on which they served.

OTHER DIRECTORSHIPS

Certain individuals nominated for election to the Board of
Directors hold directorships in other companies. Dr. Hrabowski
is a director of Baltimore Gas and Electric Company, the
Baltimore Equitable Society, Mercantile Shareholders Corporation
and UNC, Incorporated. Mr. McGowan is a director of Baltimore
Gas and Electric Company, Baltimore Life Insurance Company, Life
of Maryland, Inc., NationsBank, N.A., Organization Resources
Counselors, Inc., and UNC, Incorporated.

REPORT ON EXECUTIVE COMPENSATION

Compensation Policy

The Company's executive compensation philosophy is to align the
interests of senior executive management with shareholder
interests through compensation linked to growth in profitability
and stock price performance. The principal elements of executive
compensation for the Company are base salary, annual management
incentive bonus, and stock options. Salary levels, annual bonus
targets, and stock option grant levels are established in part
on the basis of median levels of compensation expected to be
paid during the fiscal year to senior executive management of
companies in the manufacturing and food industries of a size
comparable to that of the Company. The Company makes these
determinations on the basis of, among other things, published
surveys and periodic special studies conducted by independent
compensation consultants. The most recent study was conducted
by Sibson and Company, Inc.

Compensation Committee and Executive Committee Determinations

Salary levels of the Company's senior executive officers are
reviewed annually and, where appropriate, are adjusted to
reflect individual responsibilities and performance as well as
the Company's competitive position within the food industry. The
Compensation Committee sets base salaries by targeting midpoints
of the marketplace average and adjusting each executive
officer's salary to reflect individual performance, experience
and contribution. The Compensation Committee considers salaries
paid to senior executives at companies which are comparable to
the Company (based on line of business or sales volume) in
establishing base salaries for senior executive management of
the Company. Those companies considered included most of the
fifteen companies in the S&P Food Products Index and other
manufacturing companies that are not included in that index but
had similar sales volumes.

Annual Management Incentive Bonuses for members of the Executive
Committee and any other executive officers identified in the
Summary Compensation Table on page 11 are determined by the
Compensation Committee. Bonuses for other senior management are
determined by the Executive Committee. Target bonuses are
established as a percentage of the midpoint of the salary range
of the executive officer's grade level, and the amount of the
target payable, if any, is based on the Company's financial
performance. The amount of target bonuses payable to operating
unit executives is based on a formula, weighted two thirds on
the achievement of operating profit and working capital
objectives of the executive's operating unit and one third on
growth in the Company's EPS.

In 1996, the Company accomplished a complete portfolio review,
including the sale of the Gilroy Foods businesses; balance sheet
objectives were achieved; and the Company returned to growth in
the second half of the year. As a result, the Compensation
Committee approved a bonus in the amount of 60% of target to the
corporate executives, since the accomplishments were consistent
with goals to increase economic value added (EVA).

STOCK OPTIONS

Stock options are granted by the Compensation Committee to key
management employees of the Company, including executive officers.
The purpose of stock option grants is to aid the Company in
securing and retaining capable employees by offering them an
incentive, in the form of a proprietary interest in the Company, to
join or continue in the service of the Company and to maximize
their efforts to promote its economic performance. This incentive
is created by granting options that have an exercise price of not
less than 100% of the fair market value of the underlying stock on
the date of grant, so that the employee may not profit from the
option unless the Company's stock price increases. Options granted
are designed to help the Company retain employees in that they are
not fully exercisable in the early years and "vest" only if the
employee remains with the Company. Accordingly, an employee must
remain with the Company for a period of years in order to enjoy the
full economic benefit of the option. The number of options granted
is a function of the recipient's salary grade level.

1996 Compensation Actions - Chief Executive Officer

As a non-employee Chief Executive Officer, Mr. McCormick has a
consulting agreement with the Company, which was approved by the
Compensation Committee. His stipend was $47,583.33 per month
during fiscal year 1996. In March 1996, Mr. McCormick was
awarded stock options in the amount of 500 shares voting and 500
shares non-voting in accordance with the grants made to the
other outside directors. In May 1996, he was awarded stock
options in the amount of 18,750 shares voting and 6,250 shares
non-voting.

At year end, the Compensation Committee approved an additional
payment of $195,300 to Mr. McCormick based on the achievement of
the Company's balance sheet objectives, accomplishment of a
complete portfolio review, and the Company's return to growth in
the second half of the year.

Mr. McCormick did not participate in the Compensation
Committee's deliberations about his consulting agreement.

Due to Mr. Blattman's retirement one month after the start of
the fiscal year, the Compensation Committee took no compensation
actions with respect to Mr. Blattman during 1996. Mr. Blattman
did, however, receive the same employee dividend payment that U.
S. employees at all levels receive in the year when they retire.
This payment was in the amount of $10,000 for Mr. Blattman.

1996 Compensation Actions - Other Executive Officers

Salary increases, bonuses and stock option grants for executive
officers were granted in a manner consistent with those granted
to other Company managers.

Submitted By:

COMPENSATION COMMITTEE EXECUTIVE COMMITTEE

George V. McGowan, Chairman Charles P. McCormick, Jr., Chairman
James S. Cook Robert G. Davey
George W. Koch Robert J. Lawless
William E. Stevens Carroll D. Nordhoff

Compensation Committee Interlocks and Insider Participation

During fiscal year 1996 the Compensation Committee was
comprised of four independent outside directors. Members are
James S. Cook, George W. Koch, George V. McGowan (Chairman) and
William E. Stevens. No member of the Committee has any
interlocking or insider relationship with the Company which is
required to be reported under the applicable rules and
regulations of the Securities and Exchange Commission.

At the close of fiscal year 1996, members of the Executive
Committee were Robert G. Davey, Robert J. Lawless, Charles P.
McCormick, Jr. (Chairman) and Carroll D. Nordhoff. All except
Mr. McCormick are employees and executive officers of the
Company. Mr. McCormick is a retired employee of the Company. The
table beginning on page 4 of this Proxy Statement sets forth the
business experience of each of the members.

<TABLE>
SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid by the Company
and its subsidiaries for services rendered during each of the fiscal
years ended November 30, 1996, 1995 and 1994 to the Chief Executive
Officer of the Company and each of the four most highly compensated
executive officers who were executive officers on the last day of
the 1996 fiscal year, determined by reference to total annual salary
and bonus for the 1996 fiscal year.

Long Term
Compensation
Annual Compensation

Awards All Other
Name and Fiscal <F1> Other Annual Securities Compensation
Principal Position Year Salary ($) Bonus ($) Compensation ($) Underlying ($) <F2>
<S> <C> <C> <C> <C> <C> <C>

Charles P. McCormick, Jr. 1996 - 195,300 600,000 <F3> 26,000 0
Chairman of the Board & 1995 - 6,690 226,800 <f3) 6,000 0
Chief Executive Officer 1994 - 42,000 93,467 <F3> 1,000 0

H. Eugene Blattman 1996 33,333 10,000 <F3> 0 1,539
President & Chief 1995 405,400 14,000 23,000 6,208
Executive Officer 1994 356,967 244,000 25,000 9,257
(1994 to January 1, 1996)

James J. Albrecht 1996 259,103 34,000 <F3> 13,200 3,359
Vice President - 1995 246,171 30,968 7,750 2,880
Science & Technology 1994 242,717 173,400 7,750 7,029

Robert G. Davey 1996 227,483 66,500 <F3> 17,800 3,097
Executive Vice President & 1995 194,350 6,825 11,500 2,735
Chief Financial Officer 1994 134,495 60,000 4,000 2,986

Robert J. Lawless 1996 359,567 123,540 <F3> 25,000 3,713
President & Chief 1995 239,567 40,031 12,250 2,736
Operating Officer 1994 192,358 150,000 38,290<F4> 4,800 6,490

Carroll D. Nordhoff 1996 255,594 63,300 <F3> 21,000 3,430
Executive Vice President 1995 242,629 8,447 13,250 3,026
1994 232,508 100,000 13,250 6,932

<FN>
<F1> Includes Corporate Board of Directors Fees and Service Awards.

<F2> Amounts paid or accrued under the Company's Profit Sharing
Plan for the accounts of such individuals. Figures for 1996
are estimates. The stated figure includes payments persons would
have received under the Company's Profit Sharing Plan but
for certain limits imposed by the Internal Revenue Code: (i) for
1996 for Messrs. Blattman, Albrecht, Davey, Lawless and
Nordhoff in the amounts of $1,461, $581, $319, $935 and $652,
respectively; (ii) for 1995 for Messrs. Blattman, Albrecht
and Nordhoff, payments in the amounts of $3,472, $144 and $290,
respectively; (iii) for 1994 for Messrs. Blattman, Albrecht
and Nordhoff in the amounts of $2,439, $211 and $114, respectively.

<F3> Mr. McCormick is paid a consulting fee for services rendered
to the Company. There is no amount of Other Annual
Compensation that is required to be reported.

<F4> The Company paid Mr. Lawless $577 in 1994 toward the
additional taxes payable by him from the inclusion in his income
of travel expenses for his wife, which expenses were incurred by
the Company in relocating Mr. Lawless to the United States
in 1994, and in having Mr. Lawless's wife accompany him on business
trips. The travel expenses of Mrs. Lawless were $23,770
in 1994.
</FN>
</TABLE>

COMPENSATION OF DIRECTORS

Corporate Board of Directors' fees were paid at the rate of
$5,400 per year for each director who was an employee of the
Company during the fiscal year ended November 30, 1996. Fees
paid to each director who was not an employee of the Company
presently consist of an annual retainer fee of $18,000 and
$1,100 for each Board meeting attended and $900 for each
Committee meeting attended.

On July 18, 1994, Mr. McCormick was elected as Chairman of the
Board. Mr. McCormick's services in such capacity are
consultative in nature. During 1996, the Company paid Mr.
McCormick $47,583 per month for his services as Chief Executive
Officer as well as Chairman of the Board. Mr. McCormick
received an incentive payment of $195,300 for services rendered
during fiscal year 1996.

PENSION PLAN TABLE

The following table shows the estimated annual benefits (on a
single-life basis), including supplemental benefits, payable
upon retirement (assuming retirement at age 65) to participants
in the designated average compensation and years of service
classifications:

<TABLE>
<CAPTION>
Average Years of Service
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
<S> <C> <C> <C> <C> <C>
$300,000 78,010 104,013 130,016 156,019 182,023

350,000 91,060 121,413 151,766 182,119 212,473

400,000 104,110 138,813 173,516 208,219 242,923

450,000 117,160 156,213 195,266 234,319 273,373

500,000 130,210 173,613 217,016 260,419 303,823

550,000 143,260 191,013 238,766 286,519 334,273

600,000 156,310 208,403 260,516 312,619 364,723

</TABLE>

The Company's Pension Plan is non-contributory. A majority of
the employees of the Company and participating subsidiaries are
eligible to participate in the Plan upon completing one year of
service and attaining age 21. The Plan provides benefits (which
are reduced by an amount equal to 50% of the participant's
Social Security benefit) based on an average of the participant's
highest consecutive 60 months of compensation, excluding any cash
bonuses, and length of service. In 1979, the Company adopted a
supplement to its Pension Plan to provide a limited group of its
senior executives with an inducement to retire before age 65. That
group of senior executives will receive credit for additional
service for employment after age 55. In 1983, the supplement was
expanded to include a significant portion of the senior executives'
bonuses in the calculation of pension benefits. The supplement was
amended in 1996 to provide that if a senior executive with Company
service outside the U.S. retires after serving at least his or her
last three years in the U.S., all of the executive's years of
Company service will be counted in calculating pension benefits.
The group of senior executives includes those listed in the table
on page 11.

For purposes of calculating the pension benefit, the average of
the highest consecutive 60 months of compensation for Dr. Albrecht
and Messrs. Blattman, Davey, Lawless, and Nordhoff as of November
30, 1996 was $421,138, $482,112, $251,923, $355,143 and $304,938,
respectively. The years of credited service for Dr. Albrecht and
Messrs. Blattman, Davey, Lawless, and Nordhoff as of the same date
were 14, 7, 3, 6, and 26 years, respectively.

Mr. Lawless and Mr. Davey are also entitled to receive pension
benefits under the registered pension plan ("RPP") offered to
employees of McCormick Canada, Inc. Benefits under the RPP are
based on the average of the participant's highest three consecutive
years of earnings. Upon retirement the Company has agreed to pay
Mr. Lawless and Mr. Davey a supplemental benefit equal to the
excess, if any, of the benefit calculated under the RPP (assuming
all their service at McCormick Canada and the Company had been
under the RPP) over (i) the pension benefit accrued under RPP
(based on his years of service with McCormick Canada) plus (ii)
the benefit accrued under the Company's Pension Plan (based on
years of service with the Company).

<TABLE>
STOCK OPTIONS

During the last fiscal year, the Company has granted stock
options to certain employees, including executive officers,
pursuant to stock option plans approved by the Company's
stockholders.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Potential Realizable
Value At Assumed Annual
Rates of Stock Price
Appreciation For Option
Term ($)<F2>
Individual Grants<F1>

Number of % of Total Exercise or Expiration 0% 5% 10%
Securities Options/SARs Base Price Date
Underlying Granted to ($/Shares)
Name Options/SARs Employees in
Granted (#) Fiscal Year
<S> <C> <C> <C> <C> <C> <C> <C>
Charles P. McCormick, Jr. 26,000 3.6% $22.3750 03/19/01 $0 $160,680 $355,160

H. Eugene Blattman 0 0.0% $22.3750 03/19/01 $0 $0 $0

James J. Albrecht 13,200 1.8% $22.3750 03/19/01 $0 $81,576 $180,312

Robert G. Davey 17,800 2.5% $22.3750 03/19/01 $0 $110,004 $243,148

Robert J. Lawless 25,000 3.5% $22.3750 03/19/01 $0 $154,500 $341,500

Carroll D. Nordhoff 21,000 2.9% $22.3750 03/19/01 $0 $129,780 $286,860
<FN>
<F1> In general, the stock options are exercisable cumulatively as
follows: none of the shares granted during the first year of the
option; not more than 50% of the shares granted during the second
year of the option; and 100% of the shares granted, less any portion
of such option previously exercised, at any time during the period
between the end of the second year of the option and the expiration
date. Approximately 372 employees of the Company were granted
options under the Company's option plan during the last fiscal year.

<F2> The dollar amounts under these columns are the result of
calculations at 0%, and at the 5% and 10% compounded annual
rates set by the Securities and Exchange Commission, and
therefore are not intended to forecast future appreciation,
if any, in the price of the Company's common stock. The potential
realizable values illustrated at 5% and 10% compound annual
appreciation assume that the price of the Company's common
stock increases $6.18 and $13.66 per share, respectively,
over the 5-year term of the options. If the named executives
realize these values, the Company's stockholders will realize
aggregate appreciation in the price of the approximately 78
million shares of the Company's common stock outstanding as
of December 31, 1996 of approximately $480 million and $1.06
billion, over the same period.
</FN>
</TABLE>

<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES

Value of Unexercised
Number of Shares In-the-Money
Underlying Unexercised Options/SARs
Shares Acquired Value Options/SARs at FY-End at FY-End ($)
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>

Charles P. McCormick, Jr. 0 $0 18,000/29,000 $11,500/$66,375

H. Eugene Blattman 17,000 $83,500 62,000/0 $115,625/$0

James J. Albrecht 10,000 $51,250 9,821/28,879 $9,642/$62,996

Robert G. Davey 0 $0 12,454/26,846 $18,942/$63,796

Robert J. Lawless 6,000 $30,750 12,836/35,214 $19,144/$83,062

Carroll D. Nordhoff 0 $0 20,531/42,969 $27,003/$92,560

</TABLE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Mr. McGowan, a director of the Company, failed to file on a
timely basis the Form 4 Report to the Securities and Exchange
Commission to report the exercise on March 12, 1996 of an option
for 1,000 shares of Common Stock and 1,000 shares of Common
Stock Non-Voting of the Company and the sale of 1,500 shares of
Common Stock on March 21, 1996. The transactions were reported
on a Form 5 filed by Mr. McGowan on January 14, 1997.

Set forth below is a line graph comparing the yearly percent
change in the Company's cumulative total shareholder return
(stock price appreciation plus reinvestment of dividends) on the
Company's common stock with (i) the cumulative total return of
the Standard & Poor's 500 Stock Index, assuming reinvestment of
dividends, and (ii) the cumulative total return of the Standard
& Poor's Food Products Index, assuming reinvestment of dividends.

<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN<F1>
AMONG McCORMICK & COMPANY, INCORPORATED,
S&P 500 STOCK INDEX & S&P FOOD PRODUCTS INDEX<F2>
<CAPTION>

1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
McCormick 100 140.29 116.51 97.36 124.00 132.44

S & P 500 100 118.47 130.44 131.80 180.54 230.84

S & P Food 100 115.73 106.99 112.58 144.69 183.30

Assumes $100 invested on December 1, 1991 in McCormick & Company
common stock, S&P 500 Stock Index and S&P Food Products Index
<FN>
<F1> Total Return Assumes Reinvestment of Dividends
<F2> Fiscal Year ending November 30
</FN>
</TABLE>

1997 EMPLOYEES STOCK PURCHASE PLAN

Since 1966 it has been the policy of the Company to make
available to virtually all of its employees the opportunity to
purchase shares of the Company's stock through employees stock
purchase plans. Since the Board of Directors believes that these
plans have been successful in achieving their purposes, a new
employees stock purchase plan is being submitted to the
stockholders at this time.

On January 16, 1997, the Board of Directors adopted the "1997
Employees Stock Purchase Plan," which is designed to meet the
requirements of the Internal Revenue Code for employee stock
purchase plans. The full text of the Plan is set forth in
Exhibit A to this Proxy Statement and reference is made thereto
for a complete statement of its terms and provisions. If the
Plan is not approved by the required vote of stockholders, it
will terminate. The Company intends to file a registration
statement under the Securities Act of 1933 to register the
shares subject to the Plan prior to the issuance of any
securities subject to issuance under the Plan.

Participation in the Plan is limited to persons who on March
19, 1997 are employees of the Company or designated subsidiaries
and, with stated exceptions, all such employees are eligible to
participate. It is estimated that approximately 5,100 employees
will be eligible to participate in the Plan.

Under the Plan, options are to be granted on March 19, 1997 to
each eligible employee to purchase the maximum number of shares
of Common Stock Non-Voting of the Company which, at the March
19, 1997 price can be purchased with approximately 10% of said
employee's compensation for one year, as defined in the Plan.
Payment for all shares purchased will be made through payroll
deductions over a 24-month period, beginning June 1, 1997. After
payroll deductions have begun, prepayment for the total shares
purchasable is permitted at any time before May 31, 1999.
Interest on all such amounts will accrue at the rate of 5% per
year, and will be paid to the employees after completion of
payment for their shares or upon prior withdrawal from the Plan.
The purchase price per share is the NASDAQ National Market
closing price of the Company's Common Stock Non-Voting in the
over-the-counter market as reported in The Wall Street Journal
for either March 19, 1997 or for the date of exercise, whichever
price is lower. The closing price of the Common Stock Non-Voting
as reported in The Wall Street Journal for February 3, 1997 was
$24.875.

Subject to certain limitations set forth in the Plan, employees
are permitted, at any time prior to May 31, 1999, to terminate
or reduce their payroll deductions, to reduce their options to
purchase, to exercise their options in whole or in part, or to
withdraw all or part of the balance in their accounts, with
interest.

The Plan also contains provisions governing the rights and
privileges of employees or their representatives in the event of
termination of employment, retirement, severance, lay-off,
disability, death or other events.

Certificates for all shares of stock purchased under the Plan
will be delivered as soon as practicable after May 31, 1999, or
on such earlier date as full payment is made for all shares
which the employee has elected to purchase. No employee or his
or her legal representative will have any rights as a stockholder
with respect to any shares to be purchased until completion of
payments for all the shares and the issuance of the stock
certificate.

The Plan contemplates that all funds contributed by employees
will be under the control of the Company and may be used for any
corporate purpose.

The Company has been advised by counsel that, under the U. S.
Internal Revenue Code, if a participant who is subject to U.S.
income taxation acquires stock upon the exercise of an option
under the Plan, the participant will not recognize income, and
the Company will not be allowed a deduction as a result of such
exercise, if the following conditions are met: (i) the Plan is
approved by the stockholders of the Company on or before January
15, 1998; (ii) at all times during the period beginning with the
grant of the option and ending on the day three months before
the date of such exercise, the participant was an employee of
the Company or a subsidiary of the Company; and (iii) the
participant makes no disposition of the stock within two years
after the grant of the option or within one year after the
transfer of the stock to the participant. In the event of a sale
or other disposition of such stock by the participant after
compliance with the applicable conditions set forth above, any
gain realized over the price paid for the stock will be treated
as long-term capital gain, and any loss will be treated as
long-term capital loss, in the year of the sale. If the
conditions stated in clauses (i) and (ii) are not met, the
participant will recognize compensation income upon the exercise
of the option. If the conditions in clauses (i) and (ii) are
met, but the condition in clause (iii) is not met, the
participant will recognize compensation income upon the early
disposition of the stock. In either case the amount of compensation
will be equal to the excess of the value of the stock on the date
of exercise over the purchase price, except that in the case of a
person subject to Section 16(b) of the Securities Exchange Act of
1934, the amount of compensation income will be determined based on
the value of the stock on the date on which the Section 16(b)
restriction lapses (and the inclusion in income of the compensation
will be delayed until that time). In general, compensation income
will be subject to income tax at regular income tax rates. If the
participant is treated as having received compensation income, an
equivalent deduction generally will be allowed to the Company or a
subsidiary of the Company. For the purpose of the foregoing, an
option is exercised on May 31, 1999 or such earlier date as the
employee makes an irrevocable election to purchase stock. No
income will result to participants upon the issuance of the
options.

The Company has been further advised by counsel that the interest
accrued on an employee's stock purchase account will be taxable
income in the year paid or applied to the purchase of stock on
behalf of such employee and an equivalent deduction will be allowed
to the Company or a subsidiary of the Company.

<TABLE>

The following table shows the estimated maximum number of shares of
Common Stock Non-Voting that each listed person, and
each listed group, will be entitled to acquire in accordance with
the provisions of the 1997 Employees Stock Purchase Plan
(based on the stock price in effect on February 3, 1997).
The-Dollar Value equals the number of shares that can be acquired
by each person or group multiplied by the February 3, 1997 stock
price.

NEW PLAN BENEFITS

1997 Employee Stock Purchase Plan<F1>
<CAPTION>
Name and Position Dollar Value ($) Number of Units
<S> <C> <C>

James J. Albrecht
Vice President -
Science & Technology $26,200 1,053

Robert G. Davey
Executive Vice President &
Chief Financial Officer $27,000 1,085

Robert J. Lawless
President, Chief Executive Officer
& Chief Operating Officer $47,000 1,889

Carroll D. Nordhoff
Executive Vice President $26,300 1,057

Executive Officer Group
(10 persons)
$219,070 8,806

Outside Director Group
(4 persons) N/A N/A

Non-Executive Officer/
Employee Group (approximately
5,100 persons) $17,336,878 696,959

<FN>
<F1> Messrs. Schroeder and Single and Ms. Weatherholtz, who are
nominees to the Board of Directors in addition to the persons
listed in the New Plan Benefits table, will receive options
under the Plan to purchase the following number of shares of
Common Stock Non-Voting: Mr. Schroeder, 964 shares, Mr.
Single, 770 shares and Ms. Weatherholtz, 663 shares.
Director nominees who are not employees of the Company are not
eligible to participate in the Plan. No person will receive
options for as much as 5% of the shares subject to the Plan.
</FN>
</TABLE>

The Plan contemplates that the Company will make available
sufficient shares of its Common Stock Non-Voting to allow each
eligible employee to elect to purchase the full number of shares
covered by the options granted. On the basis of the closing
price of the shares of the Company's Common Stock Non-Voting on
February 3, 1997, it is estimated that a maximum of 705,766
shares will be required if each eligible employee elects to
participate to the full extent of his or her option. The Plan
provides for adjustments in the case of certain changes in the
Company's capital structure.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE PLAN.

1997 STOCK OPTION PLAN

The Company's stock option plans are designed to provide an
incentive to officers and other key employees to enhance the
identity of their interests with the interests of stockholders
and to increase their stake in the future growth and prosperity
of the Company. The plans are also intended to induce the
continued employment of those employees and to enable the
Company to attract and retain key executives. Since the Board
of Directors believes that these plans have been successful in
achieving their purposes, a new stock option plan is being
submitted to the stockholders at this meeting.

On January 16, 1997, the Board of Directors of the Company
adopted the "1997 Stock Option Plan" which permits the grant of
"incentive stock options," which are designed to meet the
requirements of the Internal Revenue Code, and other stock
options. The full text of the Plan is set forth as Exhibit B to
this Proxy Statement, and reference is made thereto for a
complete statement of its terms and conditions. Adoption of the
Plan by the Board of Directors is subject to the approval of the
stockholders of the Company. If the Plan is not so approved by
the required vote of stockholders, it will terminate, and all
options granted thereunder will be canceled. On or about March
20, 1997, the Company intends to file a registration statement
under the Securities Act of 1933 to register the shares of stock
subject to the Plan.

A total of 3,750,000 shares of Common Stock and 1,250,000 shares
of Common Stock Non-Voting may be issued under the terms of the
Plan. No option may be granted under the Plan to any optionee
for more than 350,000 shares of stock. The number of shares
issuable under the Plan is subject to adjustment in the event of
certain changes in the Company's capital structure.

The Board of Directors has the power to administer the Plan and
select employees to receive options thereunder. The Board may
delegate its powers and functions in these respects to a committee.

The Compensation Committee will review and approve the grant of
options pursuant to the Company's stock option plans to the
Company's directors and officers. The Executive Committee reviews
and approves the grant of options to all other option plan
participants. No option may be granted after January 15, 2007,
although options may extend past that date.

The option price cannot be less than 100% of the market value of
the optioned stock on the date the option is granted. In fixing
market value, the Board uses the NASDAQ National Market closing
price of the common stock as reported for the day of granting
the option. The closing price for the stock as reported in The
Wall Street Journal for February 3, 1997, was $24.875. Payment
of the option price may be in cash or Company stock. The law
currently provides, and on the date of adoption of the Plan the
law provided, that to the extent that the aggregate fair market
value of stock (determined at the time the option is granted)
with respect to which incentive stock options are exercisable
for the first time by any individual during any calendar year
exceeds $100,000, such options shall be treated as options which
are not incentive stock options. No option shall be granted for
a period in excess of ten years. In the event of termination of
employment for reasons other than retirement, disability or
death, the options expire unless they are exercised within 30
days following such termination. Options are not transferable
otherwise than by will or under the laws of descent and
distribution. Recipients of options are required to remain in
the employ of the Company for a period of time, not less than
one year, as specified in the option agreements.

The Company has been advised by counsel that, under the U. S.
Internal Revenue Code, if a holder of an incentive stock option
who is subject to U. S. income taxation acquires stock upon the
exercise of his option, no income will result to the option
holder upon such exercise, and the Company will be allowed no
deduction as a result of such exercise, if the following
conditions are met: (i) the Plan is approved by the
stockholders of the Company on or before January 15, 1998; (ii)
the option holder, when the option is granted, does not own,
actually or constructively, stock possessing more than 10% of
the total combined voting power of all classes of stock of the
Company or any subsidiary of the Company; (iii) at all times
during the period beginning with the grant of the option and
ending on the day three months (one year, if the option holder
is totally and permanently disabled) before the date of such
exercise, the option holder was an employee of the Company or of
a subsidiary of the Company; and (iv) the option holder makes no
disposition of the stock within two years after the grant of
the option or within 12 months after the transfer of the stock
to him. In the event of a sale of such stock by the option
holder after compliance with the applicable conditions set forth
above, any gain realized on the shares acquired through exercise
of the option will be treated as long-term capital gain, and any
loss will be treated as long-term capital loss, in the year of
the sale. The excess of the value of the stock on the date of
exercise over the option price may, under certain circumstances,
be subject to the alternative minimum tax. If the option holder
fails to comply with conditions (i), (ii) and (iii) above, he
will be treated as having received compensation on the date of
exercise equal to the excess of the value of the stock on that
date over the option price; under certain conditions, a person
subject to Section 16(b) of the Securities Exchange Act of 1934
will be treated as having received compensation on the date on
which the Section 16(b) restriction lapses unless he elects,
within 30 days of the date of exercise, to use the value on the
date of exercise. If the option holder complies with conditions
(i), (ii) and (iii) above, but fails to comply with condition
(iv) above by disposing of the stock in an arms-length sale
within either the two-year or twelve-month period referred to in
condition (iv) the option holder will recognize compensation
income in the year of the disposition equal to the excess of the
value of the stock on the exercise date (or, if less, the amount
realized in the sale) over the option price. If the amount
realized on the sale exceeds the value of the stock on the
exercise date, the option holder will recognize a capital gain
equal to the amount realized on the sale less his tax basis (the
option price plus the compensation realized as a result of
exercising the option). If the option holder is treated as
having received compensation, an equivalent deduction generally
will be allowed to the Company or a subsidiary of the Company.

The Company has been further advised by counsel that, except as
provided below for persons subject to Section 16(b) of the
Securities Exchange Act of 1934, upon the exercise of an option
other than an incentive stock option, the option holder is
treated for U. S. federal income tax purposes as receiving
compensation income at that time equal to the excess of the
value of the stock on that date over the option price. In the
case of a person subject to Section 16(b), however, under
certain conditions, the option holder's compensation will be
calculated based on the value of the stock on the date on which
the Section 16(b) restriction lapses unless he elects, within 30
days of the date of exercise, to use the value on the date of
exercise. A deduction equivalent to the compensation realized
by the option holder generally will be allowed to the Company or
a subsidiary of the Company. The optionee's basis in such stock
will include his option price plus the amount of compensation
income realized as a result of exercise. When the optionee
sells the stock, he will recognize a long-term capital gain or
loss if, at the time of the sale, he has held the stock for more
than twelve months from the date of compensation recognition.
If the optionee has held such stock for twelve months or less,
his capital gain or loss will be short-term.

Section 162(m) of the Internal Revenue Code imposes a one
million dollar limit on the compensation that the Company may
deduct in any year with respect to its chief executive officer
and with respect to each of its other four most highly-compensated
officers. Performance-based compensation, however, is not subject
to this limitation, and the Plan is designed to permit the grant of
options that qualify as performance-based compensation.

The Board of Directors may terminate, suspend or amend the Plan
in whole or in part from time to time. The Board of Directors
may also separate the Plan into two plans, one for directors and
officers (administered by the Compensation Committee) and one
for all other Plan participants (administered by the Executive
Committee). No action, however, shall be taken without the
approval of the stockholders of the Company to increase the
maximum number of shares to be offered for sale under options,
change the option price, change the class of participants
eligible to receive options or extend the term of the Plan.
Section 15 of the Plan, set forth in Exhibit B, contains a
complete description of how the Plan may be amended.

REQUIRED VOTE OF STOCKHOLDERS The favorable vote of at least a
majority of shares of Common Stock of the Company present in
person or by proxy at a meeting at which a quorum is present is
required for approval of the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
PLAN.

RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors, upon recommendation of the Audit Committee,
has appointed the accounting firm of Ernst & Young LLP to serve as
the independent auditors of the Company for the current fiscal year
subject to ratification by the stockholders of the Company. Ernst
& Young LLP were first appointed to serve as independent auditors
of the Company in 1982 and are considered by management of the
Company to be well qualified.

Representatives of Ernst & Young LLP are expected to be present at
the Annual Meeting. They will have an opportunity to make a
statement if they desire to do so and are expected to be available
to respond to appropriate questions.

REQUIRED VOTE OF STOCKHOLDERS. The favorable vote of at least a
majority of the shares of Common Stock of the Company present
in person or by proxy at a meeting at which a quorum is present
is required for ratification of the appointment of independent
auditors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
RATIFICATION.

OTHER MATTERS

Management knows of no other matters which may be presented for
consideration at the meeting. However, if any other matters
properly come before the meeting, it is the intention of the
persons named in the proxy to vote such proxy in accordance with
their judgment on such matters.

VOTING PROCEDURES

Each matter submitted to the stockholders for a vote is deemed
approved if a majority of the shares of Common Stock of the
Company present in person or by proxy at a meeting at which a
quorum is present votes in favor of the matter. The presence in
person or by proxy of stockholders entitled to cast a majority
of all the votes entitled to be cast at the meeting constitutes
a quorum.

Stockholder votes are tabulated manually by the Company's
Shareholder Relations Office. Broker non-votes are neither
counted in establishing a quorum nor voted for or against
matters presented for stockholder consideration; proxy cards
which are executed and returned without any designated voting
direction are voted in the manner stated on the proxy card.
Abstentions and broker non-votes with respect to a proposal are
not counted as favorable votes, and therefore have the same
effect as a vote against the proposal.

STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING

Proposals of stockholders to be presented at the 1998 Annual
Meeting must be received by the Secretary of the Company prior
to October 18, 1997 to be considered for inclusion in the 1998
proxy material.

EXHIBIT A

McCORMICK & COMPANY, INCORPORATED

1997 EMPLOYEES STOCK PURCHASE PLAN

SECTION 1 - PURPOSE

The purpose of this Plan is to afford to employees of McCormick
& Company, Incorporated and designated subsidiaries (namely,
McCormick Canada, Inc., Mojave Foods Corporation, Setco, Inc.,
and Tubed Products, Inc.) (the "Corporations") an opportunity to
acquire shares of Common Stock Non-Voting of McCormick &
Company, Incorporated (the "Company") pursuant to options to
purchase granted by this Plan to them.

SECTION 2 - NUMBER OF SHARES OFFERED

The offering pursuant to this Plan is for a number of shares
of the Company's Common Stock Non-Voting sufficient to allow each
employee to elect to purchase the full number of shares
purchasable pursuant to the terms of Section 6 of this Plan.

SECTION 3 - ELIGIBLE EMPLOYEES

All persons who on March 19, 1997, are employees of the
Corporations will be eligible to participate in this Plan,
except for the following who shall not be eligible:

(a) Any employee whose customary employment as of March 19,
1997, was 16 hours or less per week or for not more than 4
months during the calendar year;

(b) Any employee who, immediately after March 19, 1997, would
own (as defined in the Internal Revenue Code, Sections 423 and
424(d)) stock, and/or hold outstanding options to purchase
stock, possessing 5% or more of the total combined voting power
or value of all classes of stock of the Company or of any
subsidiary;

(c) Any employee whose grant of an option hereunder would
permit his rights to purchase stock under this Plan and under
all other employee stock purchase plans, if any, of the Company
or its subsidiaries to accrue at a rate which exceeds $25,000 of
the fair market value of such stock (determined at the time such
option is granted) for each calendar year in which such option
is outstanding at any time; and

(d) Any employee residing in a state where the offer or sale
of the shares provided by this Plan is not authorized or permitted
by applicable state law.

SECTION 4 - EFFECTIVE DATE

The options under this Plan are granted as of March 19, 1997,
subject to approval of this Plan by the stockholders of the
Company within 12 months of its adoption by the Board of
Directors.

SECTION 5 - PURCHASE PRICE

The purchase price for all shares shall be the NASDAQ National
Market closing price of the Company's Common Stock Non-Voting on
the over-the-counter market as reported in The Wall Street
Journal either:

(a) For March 19, 1997 (which is the date of the grant), or

(b) For the date such option is exercised, whichever price is
lower.

SECTION 6 - NUMBER OF SHARES PURCHASABLE

Each eligible employee is, by the terms of this Plan, granted
an option to purchase a maximum number of shares of Common Stock
Non-Voting of the Company (increased by any fractional amount
required to make a whole share) which, at the purchase price, as
determined in accordance with Section 5(a), will most closely
approximate 10% of his compensation for one year, as below
defined. Notwithstanding any other provision of this Plan, no
employee may elect to purchase less than five shares nor may any
options be exercised for less than five shares.

Such compensation for one year shall be deemed to be the base
wage paid to such employee by the Corporations. The base wage
for such employee shall be computed as follows:

(a) The straight-line hourly base wage rate of such employee
in effect on March 19, 1997, multiplied by 2080 hours (40 hours
per week multiplied by 52 weeks), or by such number as the
Company deems to constitute the number of hours in a normal work
year for such employee; or

(b) The salary of such employee in effect on March 19, 1997,
annualized.

SECECTION 7 - ELECTION TO PURCHASE AND PAYROLL DEDUCTION

No later than April 28, 1997, an eligible employee may elect
to purchase all or part of the shares which he is entitled to
purchase under Section 6. Such election shall be made by the
execution and delivery to the Corporations of an approved
written form authorizing uniform periodic payroll deductions
over a two-year period beginning June 1, 1997, in such amounts
as will in the aggregate (exclusive of interest which, it is
contemplated, will be paid to the employee at the end of such
period) equal the total option price for all of the shares
covered by this election to purchase. If an employee fails to
make such election by April 28, 1997, the option provided by
this Plan shall terminate on that date. Except as otherwise
provided in the Plan, after payroll deductions have begun,
prepayment for the total shares purchasable will be permitted at
any time prior to May 31, 1999. In the event an employee makes
such prepayment, there shall be no payroll deductions under the
Plan on behalf of said employee after such prepayment.

SECTION 8 - INTEREST ON PAYROLL DEDUCTIONS

The Company and participating subsidiaries will maintain a
record of amounts credited to each employee authorizing a
payroll deduction pursuant to Section 7. Interest will accrue on
payroll deductions beginning June 1, 1997, on the average
balance of such deductions during the period of this Plan at the
rate of 5% per year. Such interest shall be payable to the
employee on or about May 31, 1999, or at such time as said
employee may for any reason terminate his election to purchase
shares under this Plan, or at such time as said employee
exercises his option to purchase stock under the Plan and
provides or pays in full the sum necessary to purchase such
shares.

SECTION 9 - CHANGES IN ELECTIONS TO PURCHASE

An employee may, at any time prior to May 31, 1999, by written
notice to the Corporations, direct the Corporations to reduce or
cease payroll deductions (or, if the payment for shares is being
made through periodic cash payments, notify the Corporations
that such payments will be reduced or terminated) or withdraw
part or all of the money in his account and continue payroll
deductions, in accordance with the following alternatives:

(a) Exercise his option to purchase the number of shares
which may be purchased at the purchase price with all or any
specified part of the amount (including interest) then credited to
his account, and withdraw any amount (including interest) remaining
in such account; or

(b) Reduce the amount of his subsequent payroll deductions
(or periodic cash payments) and/or withdraw all or any specified
part of the amount then credited to his account, in which event
his option to purchase shall be reduced to the number of shares
which may be purchased, at the March 19, 1997 price, with the
amount, if any, remaining in his account (exclusive of interest)
plus the aggregate amount of the authorized payroll deductions
(or periodic cash payments) to be made thereafter; or

An employee may make only one withdrawal of all or part of his
account and continue his payroll deductions. If the employee
thereafter wishes to withdraw any funds from his account, he
must withdraw the entire amount (including interest) in his
account and terminate his option to purchase.

Any reduction made in the number of shares subject to an
option to purchase is subject to the provisions of Section 6 and
shall be permanent.

SECTION 10 - VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE

In the event an employee voluntarily leaves the employ of the
Corporations, otherwise than by retirement under a plan of the
Corporations, or is discharged for cause prior to May 31, 1999,
he can elect within 10 days after termination of his employment
to:

(b) Withdraw the amount (including interest) in his account
and terminate his option to purchase; or

(c) Exercise his option up to the number of shares
purchasable under this Plan (Section 6) with full payment for such
shares.

If the employee fails to make an election within 10 days after
termination of employment, he shall be deemed to have elected
subsection 10(b) above.

SECTION 11 - RETIREMENT OR SEVERANCE

In the event an employee who has an option to purchase shares
leaves the employ of the Corporations on or after March 19,
1997, because of retirement under a plan of the Corporations, or
because of termination of his employment by the Corporations for
any reason except discharge for cause, he may elect, within 10
days after the date of such retirement or termination, to:

(a) In the event of retirement only, continue his option to
purchase shares by making periodic cash payments to the
Corporations in amounts equal to the payroll deductions
previously authorized; or

(b) Exercise his option for the number of shares which may be
purchased at the purchase price with all or any specified part
of the amount (including interest) then credited to his account,
and withdraw any amount (including interest) remaining in such
account; or

(c) Exercise his option up to the number of shares
purchasable under this Plan (Section 6) with full payment for such
shares within said 10 day period; or

(d) Withdraw the amount (including interest) in his account
and terminate his option to purchase.

In the event the employee does not make an election within the
aforesaid 10 day period, he will be deemed to have elected
subsection 11(d) above.

SECTION 12 - LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY

Payroll deductions for shares for which an employee has an
option to purchase may be suspended during any period of absence
of the employee from work due to lay-off, authorized leave of
absence or disability or, if the employee so elects, periodic
payments for such shares may continue to be made in cash.

If such employee returns to active service prior to May 31,
1999, his payroll deductions will be resumed and if said
employee did not make periodic cash payments during his period
of absence, he shall, by written notice to his employing
Corporation within 10 days after his return to active service,
but not later than May 31, 1999, elect:

(a) To make up any deficiency in his account resulting from
a suspension of payroll deductions by an immediate cash payment;
or

(b) Not to make up such deficiency, in which event the number
of shares to be purchased by him shall be reduced to the number of
whole shares which may be purchased at the March 19, 1997 price,
with the amount, if any, then credited to his account (including
interest) plus the aggregate amount, if any, of all payroll
deductions to be made thereafter; or

An employee on lay-off, authorized leave of absence or disability
on May 31, 1999, shall deliver written notice to his employing
Corporation on or before May 31, 1999, electing one of the
alternatives provided in the foregoing clauses (a), (b) and
(c) of this Section 12. If any employee fails to deliver such
written notice within 10 days after his return to active service
or by May 31, 1999, whichever is earlier, he shall be deemed to
have elected subsection 12(c) above.

If the period of an employee's lay-off, authorized leave of
absence or disability shall terminate on or before May 31, 1999,
and the employee shall not resume active employment with the
Corporations, he shall make an election in accordance with the
provisions of Section 10 of this Plan.

SECTION 13 - DEATH

In the event of the death of an employee while his option to
purchase shares is in effect, the legal representatives of such
employee may, within 90 days after his death (but not later than
May 31, 1999) by written notice to the employing Corporation,
elect to:

(a) Make up any deficiency in such employee's account
occurring after his death or by reason of his prior illness and to
continue to make periodic cash payments for the remainder of the
period ending May 31,1999; or

(b) Withdraw the amount (including interest) in his account
and terminate his option to purchase; or

(c) Exercise the employee's option for the number of shares
which may be purchased at the purchase price with all or any
specified part of the amount (including interest) then credited
to his account, and withdraw any amount (including interest)
remaining in such account; or

(d) Exercise his option up to the number of shares
purchasable under this Plan (Section 6) with full payment for such
shares.

In the event the legal representatives of such employee fail
to deliver such written notice to the employing Corporation within
the prescribed period, the election to purchase shares shall
terminate and the amount, including interest, then credited to
the employee's account shall be paid to such legal representatives.

SECTION 14 - FAILURE TO MAKE PERIODIC CASH PAYMENTS

Under any of the circumstances contemplated by this Plan,
where the purchase of shares is to be made through periodic cash
payments in lieu of payroll deductions, the failure to make any
such payments shall reduce, to the extent of the deficiency in
such payments, the number of shares purchasable under this Plan.

SECTION 15 - FUNDS IN STOCK OPTION ACCOUNTS

Amounts credited to the employee's account shall be under the
control of the Company and may be used for any corporate
purpose. Amounts credited to the accounts of employees of
subsidiaries of the Company named in Section 1 of this Plan
shall be remitted to the Company from time to time. The amount,
exclusive of interest, credited to the account of each employee
shall be applied to pay for shares purchased by such employee
and any amount not used for this purpose shall be repaid to the
employee by the Company.

SECTION 16 - RIGHTS AS STOCKHOLDER

No employee, former employee, or his representatives shall
have any rights as a stockholder with respect to any shares of
stock which any employee has elected to purchase under this Plan
until full payment for all shares has been made and a certificate
for such shares has been issued. Certificates for shares will be
issued as soon as practicable after full payment for such shares
has been made. However, certificates for shares will not be
issued prior to approval of the Plan by the stockholders of the
Company.

SECTION 17 - NON-ASSIGNABILITY

No assignment or transfer by any employee, former employee or his
legal representatives of any option, election to purchase shares or
any other interest under this Plan will be recognized; any
purported assignment or transfer, whether voluntary or by operation
of law (except by will or the laws of descent and distribution),
shall have the effect of terminating such option, election to
purchase or other interest. An employee's option and election to
purchase shall be exercisable only by him during his lifetime and
upon his death, by his legal representative in accordance with
Section 13. If an election to purchase is terminated by reason of
the provisions of this Section 17, the only right thereafter
continuing shall be the right to have the amount then credited to
the employee's account, including interest, paid to the employee or
other person entitled thereto, as the case may be.

SECTION 18 - EFFECT OF CHANGES IN SHARES

In the event of any change in the capital stock of the Company
through merger, consolidation or reorganization, or in the event
of any dividend to holders of shares of the Common Stock Non-Voting
of the Company payable in stock of the same class in an amount in
excess of 2% in any year, or in the event of a stock split, or in
the event of any other change in the capital structure of the
Company, the Company will make such adjustments with respect to the
shares of stock subject to this offering as it deems equitable to
prevent dilution or enlargement of the rights of participating
employees.

SECTION 19 - ADMINISTRATION; MISCELLANEOUS

(a) The Compensation Committee of the Company (the
"Committee") or such employee or employees as they may designate,
shall be responsible for the administration of this Plan, including
the interpretation of its provisions, and the decision of the
Committee or of such other employee or employees with respect to
any question arising under the Plan shall be final and binding
for all purposes.

(b) Uniform policies shall be pursued in the administration of
this Plan and there shall be no discrimination between particular
employees or groups of employees. The Committee, or such employee
or employees as they may designate to administer this Plan, shall
have the authority, which shall be exercised without
discrimination, to make exceptions to the provisions of
this Plan under unusual circumstances where strict adherence to
such provisions would work undue hardship.

(c) The Company may allow a reasonable extension of the time
within which an election to purchase shares under this Plan
shall be made, if it shall determine there are circumstances
warranting such action, in which event such extension shall be
made available on a uniform basis to all employees similarly
situated; provided that in no event shall the period for payroll
deductions be extended beyond May 31, 1999.

SECTION 20 - AMENDMENT AND DISCONTINUANCE

The Board of Directors of the Company may alter, suspend or
terminate the Plan; provided, however, that, except to conform
the Plan from time to time to the requirements of the Internal
Revenue Code with respect to employee stock purchase plans, no
action of the Board shall increase the period during which this
Plan shall remain in effect, or further limit the employees of
the Corporations who are eligible to participate in the Plan, or
increase the maximum period during which any option granted
under the Plan may remain unexercised, or (other then as set
forth in Section 18 above) increase the number of shares of
stock to be optioned under the Plan or reduce the purchase price
per share, with respect to the shares optioned or to be optioned
under the Plan, or without the consent of the holder of the
option, otherwise alter or impair any option granted under the
Plan.

EXHIBIT B

McCORMICK & COMPANY, INCORPORATED

1997 STOCK OPTION PLAN

SECTION 1 - ADMINISTRATION

(a) Subject to paragraph (b) of this Section, this Plan shall
be administered by the Board of Directors at the principal office
of the Company; provided that the Board of Directors, any or all of
the powers conferred upon the Board of Directors under this Plan,
except the approval of the total number of shares to be optioned at
any one time and except any powers which under the applicable
Maryland law may not be delegated by the Board of Directors.
Except as limited by the Board of Directors, and subject to
paragraph (b) of this Section, the Executive Committee is
authorized to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other
determinations necessary or advisable for its administration.

(b) The grant of options or shares of stock pursuant to the
Company's stock option plans for the Company's directors and
officers shall be administered by the Compensation Committee.
All determinations with respect to which officers and directors
may be awarded grants of options, the timing of the grants, and
the amount of options to be granted to officers and directors,
and other decisions arising out of the administration of the
Plan with respect to directors and officers, shall be made by
the Compensation Committee, and all references in this Plan
document to the authority of the Board of Directors in these
specified areas shall be deemed to refer to the Compensation
Committee. The review and approval of individual awards under
this Plan for all persons except directors and officers shall be
made by the Executive Committee, or another committee designated
by the Board of Directors. In the event the Board of Directors
deems it necessary in the future to separate the Plan into two
plans, one for directors and officers (administered by the
Compensation Committee) and one for all other Plan participants
(administered by the Executive Committee) then the Board of
Directors shall have the authority to so act, without the need
for further shareholder approval.

SECTION 2 - SHARES SUBJECT TO THE PLAN

The Board, from time to time, may provide for the option and
sale in the aggregate of up to three million, seven hundred
fifty thousand (3,750,000) shares of Common Stock and one
million two hundred and fifty thousand (1,250,000) shares of
Common Stock Non-Voting of this Corporation. If an option
ceases to be exercisable in whole or in part by reason of
expiration of the term of the option or upon or following
termination of employment of the optionee, the shares which are
subject to such option but as to which the option has not been
exercised shall continue to be available under the Plan. Shares
shall be made available from authorized and unissued stock.

SECTION 3 - TYPES OF OPTIONS

The Board may grant stock options which constitute "incentive
stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, or stock options
which do not constitute ISOs ("NQSOs"). Each ISO shall be
designated as an ISO in the agreement evidencing the option. If
the agreement does not contain a designation that it is an ISO,
it shall not be an ISO.

SECTION 4 - PARTICIPANTS

The Board shall determine and designate from time to time
those key employees of this Corporation and its subsidiary
companies (herein collectively referred to as the Company) to whom
options shall be granted and who thereby become participants in the
Plan and the number of shares to be covered by each option.

SECTION 5 - ALLOTMENT OF SHARES

The Board shall determine the number of shares to be offered
from time to time to each participant pursuant to the options
granted under this Plan. The law currently provides, and on the
date of adoption of the Plan the law provided, that to the
extent that the aggregate fair market value of stock (determined
at the time the option is granted) with respect to which ISOs
are exercisable for the first time by any individual during any
calendar year (under all plans of the employer corporation and
its parent and subsidiary corporations) exceeds $100,000, such
options shall be treated as options which are not ISOs.
Notwithstanding anything contained herein to the contrary, the
maximum number of shares to be optioned to any participant under
an ISO, NQSO, or any combination thereof, shall not exceed three
hundred fifty thousand (350,000) shares of Common Stock and/or
Common Stock Non-Voting in the aggregate. No option may be
granted under the Plan after ten (10) years from the earlier of
the date the Plan is approved by the Board or by the
Corporation's stockholders.

SECTION 6 - OPTION PRICE

The option price per share for options granted hereunder shall
be determined by the Board and shall in no instance be less than
100% of the fair market value on the date the options are
granted.

SECTION 7 - OPTION PERIOD AND LIMITATIONS UPON EXERCISE OF
OPTIONS

The period during which an option may be exercised shall be
determined by the Board, except that no option shall be exercisable
after the expiration of ten (10) years from the date of the
granting thereof. Options granted under the Plan may be
exercised regardless of whether previously granted options have
been exercised in full or have expired by lapse of time. The
Board shall specify a period of time during which the participant
must be an employee of the Company, such period of time to be no
less than one (1) year from the date the option is granted. An
option may be exercised in full at any time, or from time to time
in part, during the option period subject to such limitations and
restrictions as may be included in the option, including provisions
insuring compliance with all applicable laws and regulations
pertaining to the sale of these securities.

SECTION 8 - EXERCISE OF OPTIONS AND PAYMENT FOR STOCK

The option may be exercised by sending a written notice to the
Company to the attention of the Office of the Secretary together
with payment in full for the stock. Payment for the stock may
be in the form of stock of this Corporation, taken into account
at its fair market value at the time of payment, or cash. Upon
receipt of notice and payment, the Company shall be obligated to
have the stock transferred to the optionee. A participant shall
have none of the rights of a shareholder until shares are issued
to him.

SECTION 9 - TERMINATION OF EMPLOYMENT

Subject to Sections 10, 11, and 12, the right to exercise an
option shall terminate thirty (30) days after a participant
ceases to be an employee.

SECTION 10 - RIGHTS IN THE EVENT OF RETIREMENT

If a participant retires prior to the expiration of his
options without having fully exercised his options, he shall
have the right to exercise his options up until their expiration
date. If a participant dies after retirement, but before
expiration of the option, Section 12 hereof shall be applicable.

SECTION 11 - RIGHTS IN THE EVENT OF DISABILITY

If a participant ceases to be an employee on account of total
and permanent disability without having fully exercised his
options, he shall have the right to exercise his options up
until their expiration date. If a participant dies after
becoming totally and permanently disabled, but before expiration
of the option , Section 12 hereof shall be applicable.

SECTION 12 - RIGHTS IN THE EVENT OF DEATH

If a participant dies prior to termination of the right to
exercise his option without having fully exercised his option,
the executors, administrators or personal representatives or
legatees or distributes of his estate shall have the right,
prior to the expiration of the term of the option, to exercise
such option in full at any time or from time to time in part.

SECTION 13 - EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN

In the event there is any change in the Common Stock or Common
Stock Non-Voting of the Corporation through the declaration of
stock dividends, or through recapitalization resulting in stock
splits or combinations or exchanges of shares, or otherwise, the
number of shares available for option and the shares subject to
any option and the option price shall be appropriately adjusted;
provided, however, in such cases, fractional parts of shares
will be disregarded.

SECTION 14 - NON-ASSIGNABILITY

Options shall not be transferable other than by will or by the
laws of descent and distribution, and during a participant's
lifetime are exercisable only by him.

SECTION 15 - AMENDMENT

The Board may terminate, suspend, or amend the Plan in whole
or in part from time to time, including the adoption of amendments
deemed necessary or desirable to qualify the options under the
Internal Revenue Code and under rules and regulations promulgated
by the Securities and Exchange Commission with respect to employees
who are subject to the provisions of Section 16 of the Securities
and Exchange Act of 1934, or to correct any defect or supply an
omission or reconcile any inconsistency in the Plan or in any
option granted thereunder, or to separate the Plan into two
separate plans (in accordance with the provisions of Section 1)
without the approval of the stockholders of the Company; provided,
however; that no action shall be taken without the approval of the
stockholders of the Company to increase the maximum number of
shares to be offered for sale under options in the aggregate or to
any individual employee (except in accordance with the provisions
of Section 13), change the option price, change the class of
participants eligible to receive such options under the Plan, or
extend the term of the Plan. No amendment or termination or
modification of the Plan shall in any manner affect any option
theretofore granted without the consent of the optionee, except
that the Board may amend or modify the Plan in a manner that does
affect options theretofore granted upon a finding by the Board that
such amendment or modification is in the best interest of the
holder of outstanding options affected thereby.

SECTION 16 - EFFECTIVE

This Plan shall become effective immediately upon adoption of
the Board of Directors; provided, however, that it will be
subject to approval by the stockholders, which approval must be
obtained within twelve months of the date of the Board of
Directors' adoption of this Plan, and any options granted
hereunder prior to such approval by the stockholders shall
include a provision to the effect that no such option may be
exercised prior to stockholders approval of this Plan.

PROXY CARD

McCORMICK & COMPANY, INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Charles P. McCormick, Jr., Robert
J. Lawless and Richard W. Single, Sr. and each of them, the proxies
of the undersigned, with several power of substitution, to vote all
shares of Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders to be held on March 19, 1997,
and at any and all adjournments thereof, in accordance with the
following ballot and in accordance with their best judgment in
connection with such other business as may properly come before the
Meeting:

1. ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING
NOMINEES:

J. J. Albrecht, J. S. Cook, R.G. Davey, F. A. Hrabowski, III,
R.J. Lawless, C. P. McCormick, Jr., G. V. McGowan, C. D.
Nordhoff, R.W. Schroeder, R. W. Single, Sr., W. E. Stevens, K. D.
Weatherholtz

FOR all nominees listed above
WITHHELD for all nominees listed above
WITHHELD as to the following nominees only:________________

2. PROPOSAL TO APPROVE THE 1997 EMPLOYEES STOCK PURCHASE PLAN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
FOR AGAINST ABSTAIN

3. PROPOSAL TO APPROVE THE 1997 STOCK OPTION PLAN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL
FOR AGAINST ABSTAIN

4. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
FOR AGAINST ABSTAIN

5. IN THEIR DISCRETION, the proxies are authorized to vote on
such other matters as may properly come before the Meeting.

IN THE ABSENCE OF SPECIFIC INSTRUCTIONS APPEARING ON THE PROXY,
PROXIES WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE
APPROVAL OF THE PROPOSALS SET FORTH HEREIN, AND IN THE BEST
DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS WHICH THE PROXIES
DO NOT KNOW A REASONABLE TIME BEFORE THE SOLICITATION ARE TO BE
PRESENTED AT THE MEETING, OR AS MAY OTHERWISE PROPERLY COME BEFORE
THE MEETING.

Dated: ___________________, 1997
_________________________________

(Please sign as name(s) appear at left.
Ifjoint account, both owners should
sign)