MCCORMICK & CO INC — Director's Dealing 2004

Jan 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCCORMICK & CO INC (MKC)
CIK: 0000063754
Period of Report: 2004-01-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-21	Common Stock - Voting	J	746.209	$29.62	Acquired	158624.868	Direct
2004-01-21	Common Stock - Non-Voting	J	18.653	$29.62	Acquired	5365.201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-27	Option - Right to Buy	$30.60	A	221805	Acquired	2014-01-26	Common Stock - Voting (221805)	Direct
2004-01-27	Option - Right to Buy	$30.60	A	73935	Acquired	2014-01-26	Common Stock - Non-Voting (73935)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Voting	16628.361	Indirect

Footnotes

F1: Shares acquired pursuant to the McCormick Dividend Reinvestment Plan.

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 granted.