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McCORMICK &
COMPANY, INC. 18
Loveton Circle, Sparks, MD 21152-6000 USA / TEL (410)771-7301  FAX (410) 771-7462

Via Facsimile (202.772.9368), U.S. Mail and EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC  20549-0213

Attn: Jill S. Davis

RE:                McCormick &
Company, Incorporated (the “Company”)
                                Form 10-K
for Fiscal Year Ended November 30, 2005
                                Filed January 27,
2006
                                Form 10-Q
for Fiscal Quarter Ended February 28, 2006
                                Filed April 6,
2006
                                File No. 1-14920

Dear Ms. Davis:

Please find set forth below our responses to the
comments raised by the Staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) in its letter dated June 2, 2006, with respect to
the above-captioned periodic reports. For ease of reference, we have reproduced
below the full text of the Staff’s comments, each of which is followed by the
Company’s response. Capitalized terms not defined herein shall have the
meanings given to them in the Company’s period reports.

Form 10-K
for the Fiscal Year Ended November 30, 2005

Controls and
Procedures, page 10

Disclosure
Controls and Procedures, page 10

1.               We note management
has established and maintains a system of disclosure controls and procedures “to
provide reasonable assurances.”  Please
confirm, if true, that your disclosure controls and procedures are effective at
the reasonable assurance level or otherwise advise. Please advise your
conclusion as to effectiveness of your disclosure controls and procedures to
ensure that the reader understands their effectiveness is based upon the
reasonable assurance level.

McCormick &
Company, Inc Response:

1.               We confirm that our
disclosures are effective at the reasonable assurance level. In future filings
we will revise our conclusion on the effectiveness of our disclosure controls
to indicate that they are based upon the reasonable assurance level.

Internal
Control over Financial Reporting

2.               Please disclose
whether or not you had any change in your internal control over financial
reporting as required by Item 308(c) of Regulation S-K.

McCormick &
Company, Inc Response:

2.               In the fourth
quarter of 2005 there were no changes in our internal controls over financial
reporting that would have required disclosure under Item 308(c) of
Regulation S-K. In our Form 10-Q filings, we included disclosure
indicating if there were any changes during the quarter materially affecting,
or reasonably likely to materially affect, our internal controls over financial
reporting. In future filings, we will continue this practice in our Form 10-Q
filings and also make the corresponding disclosure in our Form 10-K
filings with respect to the fourth quarter.

Financial Statements

Consolidated Statement of
Cash Flows, page 40

3.               We note that you
have included the subtotal “net income from continuing operations” as a
component subtotal in your reconciliation of net income to cash provided by
operating activities. We do not believe this presentation is contemplated by
paragraph 21 of FAS 95, which states that “Cash flows from operating activities
are generally the cash effects of transactions and other events that enter into
the determination of net income.”  Please
revise your presentation to comply with SFAS 95 or provide reference to the
accounting literature you are relying on in support of your presentation.

McCormick &
Company, Inc Response:

3.               In February 2006,
after we had filed our Form 10-K for our fiscal year ended November 30,
2005, we became aware of the SEC’s position on classification of cash flows on
discontinued operations through the AICPA’s
Center for Public Company Audit Firms Alert No. 90, “SEC Staff
Position Regarding Changes to the Statement of Cash Flows Relating to
Discontinued Operations.” Through that communication and in consultation with
our independent accountants, we were advised that the SEC would not object to a
retrospective modification of the cash flow statement similar to a change in
accounting method when presented in the next periodic filing subsequent to February 15,
2006. Additionally, we reviewed the potential effect of this modification and
given that this related to a transaction in 2003 and the nature of the
modification, we felt that it would not be material to an investor. Accordingly
we did not amend our Form 10-K for this modification. We will make
this change in any future filings that will include such cash flow information.

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Note 1 Summary of
Significant Accounting Policies, page 42

General

4.               We
note your disclosure on page 33 indicating that you manage volatility of
raw material costs by purchasing raw material for future delivery and through
customer price adjustments. Please tell us whether or not you are relying on
the scope exceptions identified in paragraph 10 (b) of SFAS 133 with
respect to accounting for your purchases of raw materials for future delivery. If
applicable, please provide support for your accounting under this literature. Also
refer to paragraph 4 of SFAS 138.

4.     McCormick &
Company, Inc Response:

Raw materials purchased for future delivery are made
under standard purchase orders. These purchase orders specify the product,
quantity, price and approximate delivery terms. Only raw materials purchased
for use in production or sale as finished goods are acquired under purchase
orders with future delivery dates. Generally, these raw materials are black
pepper, vanilla beans, garlic and onions.

The purchase orders and related governing agreements
do not contain any provisions which would permit net settlement by either the
Company or the supplier. Further, there is no ready market mechanism for the
raw materials or the purchase orders which would facilitate net settlement
outside of the purchase order agreement. Essentially, these purchase orders can
not be converted to cash and must be settled by accepting delivery of the
underlying product. Therefore, we have concluded that these purchase order
agreements do not meet the definition of a derivative financial instrument
under SFAS No. 133 and are not relying on the scope exception identified
in paragraph 10(b) of SFAS No. 133 in determining the appropriate
accounting for these raw material purchase commitments. Therefore, paragraph 4
of SFAS 138 would also not be relevant.

Generally, we include these purchase commitments in
the table of commercial commitments and if material disclose them in the notes
to the financial statements. When we determine that we have acquired title to
the goods, we include them in inventory and record the related payable.

Consolidation

5.               We
note your disclosure on page 44 that you adopted FIN46 in the fourth
quarter of 2003. Please expand your disclosure under this heading to address
your policy of consolidation for entities in which you hold a variable
interest.

McCormick & Company, Inc Response:

5.               When
we adopted FIN46 we disclosed the changes in our balance sheet and income
statement due to the effect of the adoption. Ccnsolidation of this entity
increased assets at the end of 2003 by $11.2 million, long-term debt by $14.0
million and minority interest by $0.5 million. The balance sheet of this entity
has remained relatively constant since

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                        that date. The maximum impact
of this entity to net income in any of the three years ended November 30,
2005 was $2.1 million. We have no other involvement in variable interest
entities other than that disclosed in the initial adoption. Since the entities
that we consolidate in which we hold a variable interest are insignificant to
the company we felt that a disclosure of the consolidation policy on these
entities was not necessary. In the event that we would increase our holding or
affiliation with variable interest entities in the future such that a
disclosure of consolidation policy for these entities would be meaningful to
investors, we will add that disclosure in future filings.

Inventories

6.               Please expand your
disclosure to address the nature of the cost elements included in inventory to
comply with Rule 5-02.6.(b) of Regulation S-X.

McCormick &
Company, Inc Response:

6.               In our industry the
cost elements included in inventory are well defined (i.e. not percentage of
completion, government cost allocations, etc.) and there are no alternatives
under GAAP. Given that there are no alternatives we felt that such disclosure
was not meaningful in our situation. However, if that should change in the
future such that a disclosure of cost elements included in inventory would be
meaningful to investors, we will add that disclosure in future filings.

Goodwill and Other
Intangible Assets

7.               Please expand your
disclosure to explain how you determine goodwill impairment under paragraphs 19
and 20 of SFAS 142. In this regard, please revise your disclosure so that it is
clear what you mean by your statement that “Impairment assessments for goodwill
are done at the reporting unit level.”
In addition, describe your impairment assessment approach for your
indefinite-lived intangible assets separate from that of goodwill.

McCormick &
Company, Inc Response:

7.               In future filings
we will expand our disclosure on impairment testing on goodwill to describe
that goodwill is reviewed at least annually for impairment by comparing the
fair value of a reporting unit with its carrying amount, including goodwill. Fair
value is calculated by using a discounted cash flow of the reporting unit. We
have concluded that, after considering the guidance in SFAS 142, our reporting
units are the same as our business segments.
We will include this disclosure in future filings.

Since we used similar methods to value our indefinite
lived intangibles and goodwill we combined the two disclosures. In future
filings, we will expand our disclosure to explain how we determined goodwill
impairments as noted above and we will also revise our disclosure to provide a
separate discussion of our indefinite lived intangible assets.

Revenue
Recognition

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8.               We note from your
disclosure on page 34 that your consumer business sells products by
entering into annual or multi-year contracts with your customers. Please expand
your disclosure under this heading to describe how you apply your revenue
recognition principles to these specifically identified sales contracts.

McCormick &
Company, Inc Response:

8.               Our consumer
business enters into multi-year agreements with certain of our customers. These
agreements deal with trade allowances and trade terms for these customers. Our
accounting for trade terms is further explained in the revenue recognition note
and in the note on prepaid allowances. The sales under these agreements are
made on a normal purchase order basis and revenue is recognized as product is
delivered to the customer as described in our revenue recognition note.

Note 2
Acquisitions, page 44

9.               We note your
acquisition of Silvo and Zatarain’s in fiscal years 2004 and 2003 respectively.
Please expand your disclosures to include a condensed balance sheet disclosing
the amount assigned to each major asset and liability caption of the entity at
the acquisition along with the supplemental pro forma disclosure of revenues,
net income and earnings per share, or tell us why you believe this guidance
would not apply. Refer to paragraphs 51, 54 and 55 SFAS 141.

McCormick &
Company, Inc Response:

9.               We did not include
the disclosures in paragraph 51, 54 and 55 of SFAS 141, as those disclosures
are required of material acquisitions. We determined that these were not
material businesses based on a qualitative and quantitative review of the
impact to the total corporation. In addition these acquisitions did not meet
the definition of a significant subsidiary in Regulation S-X and accordingly
disclosures called for in that regulation were not necessary.

Note 12.
Stock-based Compensation Plans, page 53.

10.         We note your disclosure
regarding your ESPP which enables employees to purchase non-voting common stock
at lower of the stock price at grant date or exercise date. Please expand your
disclosure to clarify how you account for these options with variable terms.

McCormick & Company, Inc Response:

10.
Our ESPP has a look-back option which under SFAS 123R paragraph 13 causes the
plan to be compensatory. The plan does not meet the test for being a liability
award under 123R and therefore is accounted for as an equity award. We have
followed the guidance in illustration 19 of SFAS 123R which addresses how to
account for an ESPP with a look-back option. For the ESPP we value the grants
using the Black-Scholes model which we disclose on page 43 of our Form 10-K.
Our accounting and disclosures in our 2005 Annual Report are actually based on
SFAS 123 and not SFAS 123R. The calculations for the disclosure under SFAS 123
are identical to those under SFAS 123R and the relevant example in SFAS 123 is
illustration 9 which begins at paragraph 348. The accounting for the ESPP in
2005 was in conformity with APB No. 25 and no expense was recorded for these
awards.

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                        The accounting for the ESPP in
2005 was in conformity with APS No.25 and no expense was recorded for these
awards.

Note 15.
Commitments and Contingencies, page 53

11.         We note from your
disclosure that you are a party to various legal proceedings and claims. Please
expand your disclosure to conclude using terms defined in paragraph 3 of SFAS 5.
These terms are defined by SFAS 5 and we believe that any disclosure that
describes how you applied the standard, including your conclusions as to the
likelihood of loss, should also use those terms.

McCormick &
Company, Inc Response:

11.         We will revise our
disclosure in future filings to use the specific terms “probable” and  “reasonably possible” such as:

We are a party to various pending legal proceedings
and claims, tax issues and other matters arising out of the normal course of
business. All such claims for which a loss is probable have been properly
accrued as a liability. Although the results of pending claims and litigation
that are reasonably possible cannot be predicted with certainty, in management’s
opinion, the final outcome of these proceedings, claims, tax issues and other
matters are not material.

Note 16 Business
Segments and Geographic Areas, page 54

12.         We note your disclosure
indication that you do not allocate jointly utilized assets by segment for
internal reporting or resource allocation purposes and therefore have disclosed
assets and corresponding depreciation and capital costs in the aggregate. We
further note that you have reported segment profits inclusive of depreciation
expense derived from the underlying segment assets. Please provide the facts
and circumstances surrounding your conclusion that the presentation of total
assets for each reportable segment may be properly excluded from your disclosure.
Additionally, please explain how you have allocated goodwill on a segment
basis.

McCormick &
Company, Inc Response:

12.         For internal reporting
purposes we do allocate depreciation to each segment. For instance in the case
of plant assets we do this based on the relative production of a plant asset
consumed by each segment. However, for internal reporting purposes we do not
allocate the plant assets to each of the segments. In our interpretation of
SFAS 131, we are required to report segment information as it is reported to
the top decision makers of the