MCCORMICK & CO INC — Director's Dealing 2004

Feb 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCCORMICK & CO INC (MKC)
CIK: 0000063754
Period of Report: 2004-02-19

Reporting Person: DAVEY ROBERT G (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-19	Common Stock - Voting	J	10357	—	Acquired	65644	Direct
2004-02-19	Common Stock - Voting	M	64050	$14.5313	Acquired	129694	Direct
2004-02-19	Common Stock - Voting	F	29989	$31.035	Disposed	99705	Direct
2004-02-19	Common Stock - Voting	F	11615	$31.035	Disposed	88090	Direct
2004-02-19	Common Stock - Voting	M	87000	$12.7188	Acquired	175090	Direct
2004-02-19	Common Stock - Voting	F	35655	$31.035	Disposed	139435	Direct
2004-02-19	Common Stock - Voting	F	17508	$31.035	Disposed	121927	Direct
2004-02-19	Common Stock - Non-Voting	J	10357	—	Disposed	5157	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-19	Option - Right to Buy	$14.5313	M	64050	Disposed	2009-03-16	Common Stock - Voting (64050)	Direct
2004-02-19	Option - Right to Buy	$12.7188	M	87000	Disposed	2010-01-18	Common Stock - Non-Voting (87000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Voting	10994.315	Indirect

Footnotes

F1: Share for share conversion of Non-Voting shares to Voting.

F2: Shares held in the McCormick Profit Sharing Plan as of 11/30/03. 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.

F3: Option exercise.