SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                     _______________________



                            Form 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 SECURITIES EXCHANGE ACT of 1934



                _________________________________

        Date of Report (Date of earliest event reported):
                         August 29, 1996


                McCORMICK & COMPANY, INCORPORATED
     (Exact name of registrant as specified in its charter)

Maryland                 0-748               52-0408290
(State or other          (Commission         (IRS Employer
jurisdiction)            File Number)        Identification No.)


18 Loveton Circle        21152
Sparks, Maryland         (Zip Code)
(Address of principal
executive offices)


Registrant's telephone number, including area code: (410) 771-7301
Item 2.  Acquisition or Disposition of Assets.

     On August 29, 1996, the Registrant sold substantially all of
the assets of Gilroy Foods, Incorporated ("GFI"), a wholly owned
subsidiary of the Registrant engaged in the business of
manufacturing and selling dehydrated onion, garlic, capsicum and
vegetable products.  The purchaser of the assets was ConAgra, Inc. 
The assets included land, buildings, fixed assets, inventory,
receivables and certain intangible property.  The assets sold to
ConAgra, Inc. did not include the investments of GFI in affiliates
in Egypt and Mexico, or in Gilroy Energy Company, Inc. ("GEC"), a
wholly owned subsidiary of GFI. The bargained-for purchase price
was approximately $132,000,000.

     On the same date, the Registrant sold substantially all of the
assets of GEC, a wholly owned subsidiary of GFI engaged in the
cogeneration business.  The purchaser of the assets was Calpine
Gilroy Cogen, L.P., an affiliate of Calpine Corporation.  The
assets included leasehold interests, fixed assets, spare parts and
certain intangibles.  The bargained-for purchase price was
approximately $125,000,000 plus a payment for working capital at
the date of sale.  The Registrant will be paid an additional sum of
approximately $24,000,000 pursuant to the terms of a
noncompetition/earnings contingency agreement over the next four
years.

     The proceeds of the sale of GFI and GEC will be used to repay
debt, fund a previously announced share repurchase program of the
Registrant, future acquisitions and for general working capital
purposes.

Item 7.   Financial Statements and Exhibits.

     (b)  Pro Forma Financial Information:  Pro forma financial
information for the disposition of the businesses as described in
Item 2 is attached as Exhibit 99 to this Report.

     (c)  Exhibits

          Asset Purchase Agreement among the Registrant, GFI and
ConAgra, Inc., dated as of August 28, 1996 and attached as Exhibit
2;

          Asset Purchase Agreement among the Registrant, GEC and
Calpine Gilroy Cogen, L.P., dated as of August 28, 1996 and
attached as Exhibit 2;

          NonCompetition/Earnings Contingency Agreement among the
Registrant, GEC and Calpine Gilroy Cogen, L.P. dated as of August
28, 1996 and attached as Exhibit 2.




                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.         

                         McCORMICK & COMPANY, INCORPORATED


                         By:/s/Robert G. Davey       
                            Robert G. Davey
                            Vice President & Chief Financial
                              Officer



DATE:     September  13, 1996



                                             Sequential
                                             Page
Exhibit Index                                Number  

Exhibit

2.   Asset Purchase Agreement                     
     among McCormick & Company,
     Incorporated, GFI  and ConAgra, Inc.
     dated as of August 28, 1996


     Asset Purchase Agreement
     among McCormick & Company, 
     Incorporated, GEC and Calpine Gilroy
     Cogen, L.P. dated as of
     August 28, 1996


     NonCompetition/Earnings Contingency Agreement
     among Registrant, GEC and Calpine Gilroy
     Cogen, L.P. dated as of August 28, 1996


99.  Pro Forma Financial Information
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4413}]
{"company-data": {"conformed-name": "MCCORMICK & CO INC", "cik": "0000063754", "assigned-sic": "2090", "irs-number": "520408290", "state-of-incorporation": "MD", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-00748", "film-number": "96629938"}, "business-address": {"street1": "18 LOVETON CIRCLE", "street2": "P O BOX 6000", "city": "SPARKS", "state": "MD", "zip": "21152", "phone": "4107717301"}, "mail-address": {"street1": "18 LOVETON CIRCLE", "street2": "P O BOX 6000", "city": "SPARKS", "state": "MD", "zip": "21152"}, "former-company": {"former-conformed-name": "MCCORMICK & CO", "date-changed": "19660620"}}
SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                     _______________________

                            Form 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 SECURITIES EXCHANGE ACT of 1934

                _________________________________

        Date of Report (Date of earliest event reported):
                         August 29, 1996

                McCORMICK & COMPANY, INCORPORATED
     (Exact name of registrant as specified in its charter)

Maryland                 0-748               52-0408290
(State or other          (Commission         (IRS Employer
jurisdiction)            File Number)        Identification No.)

18 Loveton Circle        21152
Sparks, Maryland         (Zip Code)
(Address of principal
executive offices)

Registrant's telephone number, including area code: (410) 771-7301
Item 2.  Acquisition or Disposition of Assets.

     On August 29, 1996, the Registrant sold substantially all of
the assets of Gilroy Foods, Incorporated ("GFI"), a wholly owned
subsidiary of the Registrant engaged in the business of
manufacturing and selling dehydrated onion, garlic, capsicum and
vegetable products.  The purchaser of the assets was ConAgra, Inc. 
The assets included land, buildings, fixed assets, inventory,
receivables and certain intangible property.  The assets sold to
ConAgra, Inc. did not include the investments of GFI in affiliates
in Egypt and Mexico, or in Gilroy Energy Company, Inc. ("GEC"), a
wholly owned subsidiary of GFI. The bargained-for purchase price
was approximately $132,000,000.

     On the same date, the Registrant sold substantially all of the
assets of GEC, a wholly owned subsidiary of GFI engaged in the
cogeneration business.  The purchaser of the assets was Calpine
Gilroy Cogen, L.P., an affiliate of Calpine Corporation.  The
assets included leasehold interests, fixed assets, spare parts and
certain intangibles.  The bargained-for purchase price was
approximately $125,000,000 plus a payment for working capital at
the date of sale.  The Registrant will be paid an additional sum of
approximately $24,000,000 pursuant to the terms of a
noncompetition/earnings contingency agreement over the next four
years.

     The proceeds of the sale of GFI and GEC will be used to repay
debt, fund a previously announced share repurchase program of the
Registrant, future acquisitions and for general working capital
purposes.

Item 7.   Financial Statements and Exhibits.

     (b)  Pro Forma Financial Information:  Pro forma financial
information for the disposition of the businesses as described in
Item 2 is attached as Exhibit 99 to this Report.

     (c)  Exhibits

          Asset Purchase Agreement among the Registrant, GFI and
ConAgra, Inc., dated as of August 28, 1996 and attached as Exhibit
2;

          Asset Purchase Agreement among the Registrant, GEC and
Calpine Gilroy Cogen, L.P., dated as of August 28, 1996 and
attached as Exhibit 2;

          NonCompetition/Earnings Contingency Agreement among the
Registrant, GEC and Calpine Gilroy Cogen, L.P. dated as of August
28, 1996 and attached as Exhibit 2.

                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.         

                         McCORMICK & COMPANY, INCORPORATED

                         By:/s/Robert G. Davey       
                            Robert G. Davey
                            Vice President & Chief Financial
                              Officer

DATE:     September  13, 1996

                                             Sequential
                                             Page
Exhibit Index                                Number  

Exhibit

2.   Asset Purchase Agreement                     
     among McCormick & Company,
     Incorporated, GFI  and ConAgra, Inc.
     dated as of August 28, 1996

     Asset Purchase Agreement
     among McCormick & Company, 
     Incorporated, GEC and Calpine Gilroy
     Cogen, L.P. dated as of
     August 28, 1996

     NonCompetition/Earnings Contingency Agreement
     among Registrant, GEC and Calpine Gilroy
     Cogen, L.P. dated as of August 28, 1996

99.  Pro Forma Financial Information