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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, 2006

Filed
January 29, 2007

File No. 001-14920

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 May 22, 2007, with respect to the
above-captioned periodic report. 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.

Management’s Discussion
and Analysis, page 18

1.               Please expand upon
the types of expenses that you include in the cost of goods sold line item and
types of expenses that you include in the selling and general expenses line
item.  Please tell us whether you
include, purchasing and receiving costs, inspection costs, internal transfer
costs, and other cost of your distribution network in the cost of goods sold
line item.  If you currently exclude a
portion of these costs from cost of goods sold please disclose:

·                  in
a footnote the line items that these excluded costs are included in and the
amounts included in each line item for each period presented, and

·                  in
MD&A that your gross margins may not be comparable to those of other entities,
since some entities include all of the costs related to their distribution
network in cost of goods sold and others like you exclude a portion of them
from gross margin, including them instead in a line items, such as selling and
general expenses.

McCormick & Company, Inc.
Response:

1.   Cost of
Sales (COS) consists of all costs incurred to get a product in a condition and
location where it is ready for sale and shipment to a customer.  COS include purchasing and receiving costs,
inspection costs, and internal transfer costs (up to the point where the
product has reached a distribution center and is ready for shipment to a
customer).  All costs incurred past the
point where a product is ready for shipment to a customer are considered
selling, general and administrative expense (SG&A), as are all costs not
associated with the production process.
Costs of operating a distribution center and the costs of freight for
shipments to customers (shipping and handling costs) are accordingly included
in SG&A.  Shipping and handling costs
are an area where companies differ in classification of expenses between COS
and SG&A.  In accordance with EITF
00-10 we disclose in footnote 1 (on page 43 of our 2006 annual report) that we
classify shipping and handling costs in SG&A and we disclose the amount for
each of the three years for which we present an income statement.  Our production and procurement processes are
not complex and the classification of expenses between COS and SG&A are
easy to distinguish.  We have been
consistent in our classification over the years and we feel the potential
inconsistency of classification of shipping and handling costs with other
companies has been properly disclosed.

Note 15 Business Segments
and Geography Area, page 55

2.               Please revise the
notes to your financial statements to report sales of groups of similar
products.  For example, we note that you
sell spices, herbs, sauces, marinades, wet flavors, coating systems, and
compound flavors.  Refer to paragraph 37
of SFAS 131.

McCormick & Company, Inc.
Response:

2.               The Staff raised a
comment similar to this one in a letter dated November 3, 2000, relating to a
Registration Statement on Form S-3 that we initially filed on September 22,
2000.  Our response at that time was the
following:

The Company currently produces and sells several thousand individual
products, all of which are similar in composition and nature.  The Company believes that it is impracticable
to segregate and specifically identify revenues and profits for each of these individual
product lines.  Any attempt to group or
otherwise segregate them according to segmentation criteria such as product
type, customer base or production means is arbitrary.  Furthermore, the Company does not
specifically identify sales and profits for each of these individual product
lines internally for management reporting purposes.  Instead, the Company’s public disclosures
regarding the segregation of sales and profits by segment, namely consumer and
industrial, parallel its internal reporting and financial statement
preparation.  Therefore, the Company
believes that it is impracticable to provide any further segment-based
disclosures in its public filings.

In further response to the comment in 2000, we enhanced our segment
footnote to include the following statement.
“In each of our segments, we produce and sell many individual products
which are similar in composition and nature.
It is impractical to

segregate and identify profits for each of these individual product
lines.”  This same disclosure has been
made in each annual report since 2000 and is included on page 55 of our 2006
annual report.

The facts and circumstances described in our reply in 2000 have not
changed.  However, as a result of your
recent comment we have reviewed our current disclosures and in future filings
we will further refine this disclosure to say that it is impractical to
segregate and identify revenues and profits for each of these individual
product lines.

We trust that the
forgoing appropriately addresses the issues raised in your comment letter.  In addition, as requested in the Staff’s
letter, we acknowledge that:

·                  the
company is responsible for the adequacy and accuracy of the disclosure in the
filings;

·                  Staff
comments, or changes to disclosure in response to Staff comments, do not
foreclose the SEC from taking any action with respect to the filings; and

·                  the
Company may not assert Staff comments as a defense in any proceeding initiated
by SEC or any person under the Federal securities laws of the United States.

If you have any questions
or require any additional information or documents, please telephone me at
(410) 771-7599,  Thank you.

  Very truly yours,

  /s/ Francis A. Contino

  Francis A. Contino

Cc: John Cannarella (SEC)

Robert Skelton, General Counsel