Sec Form 4/A Filing - WILSON ALAN D @ MCCORMICK & CO INC - 2012-07-31

FORM 4/A 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 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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1. Name and Address of Reporting Person WILSON ALAN D 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) Chairman, President & CEO (Last) (First) (Middle) MCCORMICK & COMPANY, INCORPORATED, 18 LOVETON CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2012 (Street) SPARKS, MD21152 4. If Amendment, Date Original Filed (MM/DD/YY) 08/01/2012 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/31/2012 M 39,676 A $ 38.28 132,213.551 D Common Stock - Voting 07/31/2012 F 31,489 D $ 61.125 100,724.551 D Common Stock - Voting 07/31/2012 M 76,350 A $ 37.59 177,074.551 D Common Stock - Voting 07/31/2012 F 60,118 D $ 61.125 116,956.551 D Common Stock - Voting 07/31/2012 M 169,369 A $ 29.89 286,325.551 D Common Stock - Voting 07/31/2012 F 121,579 D $ 61.125 164,746.551 D Common Stock - Voting 9,909.17 I 401(k) Retirement Plan Common Stock - Non Voting 07/31/2012 M 13,224 A $ 38.28 20,620.66 D Common Stock - Non Voting 07/31/2012 F 10,496 D $ 61.125 10,124.66 D Common Stock - Non Voting 07/31/2012 M 25,450 A $ 37.59 35,574.66 D Common Stock - Non Voting 07/31/2012 F 20,040 D $ 61.125 15,534.66 D Common Stock - Non Voting 07/31/2012 S 8,138 D $ 61.17 7,396.66 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Phantom Stock ( 2 ) ( 2 ) ( 2 ) Common Stock - Voting 0 1,006.5638 I Deferred Compensation Plan Option - Right to Buy $ 38.28 07/31/2012 M 39,676 03/28/2008 03/27/2017 Common Stock - Voting 39,676 $ 0 ( 1 ) 0 D Option - Right to Buy $ 37.59 07/31/2012 M 76,350 04/02/2009 04/01/2018 Common Stock - Voting 76,350 $ 0 ( 1 ) 0 D Option - Right to Buy $ 29.89 07/31/2012 M 169,369 03/25/2010 03/24/2019 Common Stock - Voting 169,369 $ 0 ( 1 ) 56,456 D Option - Right to Buy $ 38.28 07/31/2012 M 13,224 03/28/2008 03/27/2017 Common Stock - Non Voting 13,224 $ 0 ( 1 ) 0 D Option - Right to Buy $ 37.59 07/31/2012 M 25,450 04/02/2009 04/01/2018 Common Stock - Non Voting 25,450 $ 0 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILSON ALAN D MCCORMICK & COMPANY, INCORPORATED 18 LOVETON CIRCLE SPARKS, MD21152 X Chairman, President & CEO Signatures W. Geoffrey Carpenter, Attorney-in-fact 10/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option exercised. ( 2 )Each share of phantom stock represents the right to receive one share of Common Stock - Voting. Shares of phantom stock are payable in shares of Common Stock - Voting in accordance with the terms of the Deferred Compensation Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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