MCCORMICK & CO INC — Director's Dealing 2004

Apr 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCCORMICK & CO INC (MKC)
CIK: 0000063754
Period of Report: 2004-03-30

Reporting Person: KELLY KENNETH A JR (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-30	Common Stock - Voting	M	8250	$16.625	Acquired	13063.122	Direct
2004-03-30	Common Stock - Voting	S	8250	$33.0934	Disposed	4813.122	Direct
2004-03-30	Common Stock - Voting	M	8250	$14.5313	Acquired	13063.122	Direct
2004-03-30	Common Stock - Voting	S	8250	$33.0934	Disposed	4813.122	Direct
2004-03-30	Common Stock - Non-Voting	M	2750	$16.625	Acquired	5492.741	Direct
2004-03-30	Common Stock - Non-Voting	S	2750	$33.0934	Disposed	2742.741	Direct
2004-03-30	Common Stock - Non-Voting	M	2750	$14.5313	Acquired	5492.711	Direct
2004-03-30	Common Stock - Non-Voting	S	2750	$33.0934	Disposed	2742.741	Direct
2004-03-30	Common Stock - Non-Voting	M	5750	$12.7188	Acquired	8492.741	Direct
2004-03-30	Common Stock - Non-Voting	S	5750	$33.0934	Disposed	2742.741	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-30	Common Stock - Voting	$16.625	M	8250	Disposed	2008-03-17	Common Stock - Voting (8250)	Direct
2004-03-30	Common Stock - Voting	$14.5313	M	8250	Disposed	2009-03-16	Common Stock - Voting (8250)	Direct
2004-03-30	Common Stock -Non-Voting	$16.625	M	2750	Disposed	2008-03-17	Common Stock - Non-Voting (2750)	Direct
2004-03-30	Common Stock -Non-Voting	$14.5313	M	2750	Disposed	2008-03-16	Common Stock - Non-Voting (2750)	Direct
2004-03-30	Common Stock -Non-Voting	$12.7188	M	5750	Disposed	2010-01-18	Common Stock - Non-Voting (5750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Voting	1367.082	Indirect

Footnotes

F1: 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 reported as beneficially owned is based on the reporting person's pro rata interest in the net asset value of the McCormick Stock Fund on the date indicated.

F2: Option exercised.