MCCORMICK & CO INC — Director's Dealing 2004

Apr 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCCORMICK & CO INC (MKC)
CIK: 0000063754
Period of Report: 2004-04-06

Reporting Person: LAWLESS ROBERT J (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-06	Common Stock - Voting	J	20972	—	Disposed	137652.868	Direct
2004-04-06	Common Stock - Voting	J	18330	—	Disposed	119322.868	Direct
2004-04-06	Common Stock - Voting	M	125700	$16.625	Acquired	245022.868	Direct
2004-04-06	Common Stock - Voting	F	62916	$33.215	Disposed	182106.838	Direct
2004-04-06	Common Stock - Voting	S	21409	$33.215	Disposed	160697.868	Direct
2004-04-06	Common Stock - Voting	M	125700	$14.5313	Acquired	286397.868	Direct
2004-04-06	Common Stock - Voting	F	54993	$33.215	Disposed	231404.868	Direct
2004-04-06	Common Stock - Voting	S	24111	$33.215	Disposed	207293.868	Direct
2004-04-06	Common Stock - Non-Voting	J	20972	—	Acquired	26337.201	Direct
2004-04-06	Common Stock - Non-Voting	J	18330	—	Acquired	44667.201	Direct
2004-04-06	Common Stock - Non-Voting	M	41900	$14.5313	Acquired	86567.201	Direct
2004-04-06	Common Stock - Non-Votng	F	20972	$33.215	Disposed	65595.201	Direct
2004-04-06	Common Stock - Non-Voting	S	7136	$33.215	Disposed	58459.201	Direct
2004-04-06	Common Stock - Non-Voting	M	41900	$16.625	Acquired	100359.201	Direct
2004-04-06	Common Stock - Non-Voting	F	18330	$33.215	Disposed	82029.201	Direct
2004-04-06	Common Stock - Non-Voting	S	8037	$33.215	Disposed	73992.201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-06	Option - Right to Buy	$16.625	M	125700	Disposed	2008-03-17	Common Stock - Voting (125700)	Direct
2004-04-06	Option - Right to Buy	$14.5313	M	125700	Disposed	2009-03-16	Common Stock - Voting (125700)	Direct
2004-04-06	Option - Right to Buy	$16.625	M	41900	Disposed	2008-03-17	Common Stock - Non-Voting (41900)	Direct
2004-04-06	Option - Right to Buy	$14.5313	M	41900	Disposed	2009-03-16	Common Stock - Non-Voting (41900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Voting	16628.361	Indirect

Footnotes

F1: Share for share conversion.

F2: Shares held in the McCormick Profit Sharing Plan as of November 30, 2003. The reporting person owns units in the McCormick Stock Fund in the Profit Sharing Plan and the number of shares required as beneficially owned is based on the reporting person's pro rata interest in the asset value of the McCormick Stock Fund on the date indicated.

F3: Option exercised.