Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CONTINO FRANCIS A
   2. Issuer Name and Ticker or Trading Symbol
MCCORMICK & CO INC [MKC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President -
(Last)
(First)
(Middle)
MCCORMICK & COMPANY, INCORPORATED, 18 LOVETON CIRCLE		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2006
(Street)

SPARKS, MD 21152		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock - Voting               12,825 D  
Common Stock - Voting               27,137 I Trust
Common Stock - Voting               24,334.343 I Profit Sharing Plan
Common Stock - Non Voting               761.92 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option - Right to Buy $ 32.83 02/28/2006   A   28,800   02/28/2007 02/27/2016 Common Stock - Voting 28,800 (1) 28,800 D  
Option - Right to Buy $ 32.83 02/28/2006   A   9,600   02/28/2007 02/27/2016 Coomon Stock - Non Voting 9,600 (1) 9,600 D  
Restricted Stock Units $ 32.83 02/28/2006   A   6,363     (2)   (2) Common Stock - Voting 6,363 (3) 6,363 D  
Restricted Stock Units $ 32.83 02/28/2006   A   2,121     (2)   (2) Common Stock - Non Voting 2,121 (3) 2,121 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CONTINO FRANCIS A
MCCORMICK & COMPANY, INCORPORATED
18 LOVETON CIRCLE
SPARKS, MD 21152		   X     Executive Vice President -  

Signatures

 Sonia Cudd, Attorney-in-Fact   03/13/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Option grantd
(2) The reported Restricted Stock Units entitle the reporting person to receive, on each of the first and second anniversaries of the date of grant, a distribution of common stock equal to 50% of the grant
(3) Restrcited Stock Units granted

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