SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEATHERHOLTZ KAREN D

(Last)

(First)

(Middle)

MCCORMICK & COMPANY, INCORPORATED

18 LOVETON CIRCLE

(Street)

SPARKS

21152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MCCORMICK & CO INC [ MKC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President -

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Voting	04/02/2007		M		1,023	A	$32.83	26,450	D
Common Stock - Voting	04/02/2007		F		349	D	$38.39	26,101	D
Common Stock - Voting	04/02/2007		M		1,754	A	$38.28	27,855	D
Common Stock - Voting	04/02/2007		F		597	D	$38.39	27,258	D
Common Stock - Voting								20,418.174	I	401(k) Retirement Plan
Common Stock - Non Voting	04/02/2007		M		341	A	$32.83	565.865	D
Common Stock - Non Voting	04/02/2007		F		117	D	$38.39	448.865	D
Common Stock - Non Voting	04/02/2007		M		584	A	$38.28	1,032.865	D
Common Stock - Non Voting	04/02/2007		F		199	D	$38.39	833.865	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$32.83	04/02/2007		M			1,023	⁽¹⁾	⁽¹⁾	Common Stock - Voting	1,023	⁽²⁾	0	D
Restricted Stock Units	$38.28	04/02/2007		M			1,754	⁽¹⁾	⁽¹⁾	Common Stock - Voting	1,754	⁽²⁾	0	D
Restricted Stock Units	$32.83	04/02/2007		M			341	⁽¹⁾	⁽¹⁾	Common Stock - Non Voting	341	⁽²⁾	0	D
Restricted Stock Units	$38.28	04/02/2007		M			584	⁽¹⁾	⁽¹⁾	Common Stock - Non Voting	584	⁽²⁾	0	D
Option - Right to Buy	$12.72							⁽³⁾	⁽³⁾	Common Stock - Voting	18,750		18,750	D
Option - Right to Buy	$17.84							⁽³⁾	⁽³⁾	Common Stock - Voting	31,500		31,500	D
Option - Right to Buy	$21.38							⁽³⁾	⁽³⁾	Common Stock - Voting	31,500		31,500	D
Common Stock - Voting	$22.26							⁽³⁾	⁽³⁾	Common Stock - Voting	31,500		31,500	D
Option - Right to Buy	$30.6							⁽³⁾	⁽³⁾	Common Stock - Voting	27,900		27,900	D
Option - Right to Buy	$38.35							⁽³⁾	⁽³⁾	Common Stock - Voting	17,550		17,550	D
Option - Right to Buy	$32.83							⁽³⁾	⁽³⁾	Common Stock - Voting	9,225		9,225	D
Option - Right to Buy	$38.28							⁽³⁾	⁽³⁾	Common Stock - Voting	7,950		7,950	D
Option - Right to Buy	$12.72							⁽³⁾	⁽³⁾	Common Stock - Non Voting	6,250		6,250	D
Option - Right to Buy	$17.84							⁽³⁾	⁽³⁾	Common Stock - Non Voting	10,500		10,500	D
Option - Right to Buy	$21.38							⁽³⁾	⁽³⁾	Common Stock - Non Voting	10,500		10,500	D
Option - Right to Buy	$22.26							⁽³⁾	⁽³⁾	Common Stock - Non Voting	10,500		10,500	D
Option - Right to Buy	$30.6							⁽³⁾	⁽³⁾	Common Stock - Non Voting	9,300		9,300	D
Option - Right to Buy	$38.35							⁽³⁾	⁽³⁾	Common Stock - Non Voting	5,850		5,850	D
Option - Right to Buy	$32.83							⁽³⁾	⁽³⁾	Common Stock - Non Voting	3,075		3,075	D
Option - Right to Buy	$38.28							⁽³⁾	⁽³⁾	Common Stock - Non Voting	2,650		2,650	D

Explanation of Responses:

1. Pursuant to the terms of the Restricted Stock Unit Agreement, these Restricted Stock Units immediately became fully vested and non-forfeitable upon Ms. Weatherholtz' retirement, effective April 2, 2007.

2. Restricted Stock Units granted.

3. Pursuant to the terms of the Option Agreement, these Options immediately became fully exercisable upon Ms. Weatherholtz' retirement, effective April 2, 2007.

Remarks:

	Sonia G. Cudd, Attorney-in-fact	04/04/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.