Sec Form 4 Filing - WEATHERHOLTZ KAREN D @ MCCORMICK & CO INC - 2007-04-02

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 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 WEATHERHOLTZ KAREN 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) Senior Vice President - (Last) (First) (Middle) MCCORMICK & COMPANY, INCORPORATED, 18 LOVETON CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2007 (Street) SPARKS, MD21152 4. If Amendment, Date Original Filed (MM/DD/YY) 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 04/02/2007 M 1,023 A $ 32.83 26,450 D Common Stock - Voting 04/02/2007 F 349 D $ 38.39 26,101 D Common Stock - Voting 04/02/2007 M 1,754 A $ 38.28 27,855 D Common Stock - Voting 04/02/2007 F 597 D $ 38.39 27,258 D Common Stock - Voting 20,418.174 I 401(k) Retirement Plan Common Stock - Non Voting 04/02/2007 M 341 A $ 32.83 565.865 D Common Stock - Non Voting 04/02/2007 F 117 D $ 38.39 448.865 D Common Stock - Non Voting 04/02/2007 M 584 A $ 38.28 1,032.865 D Common Stock - Non Voting 04/02/2007 F 199 D $ 38.39 833.865 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 Restricted Stock Units $ 32.83 04/02/2007 M 1,023 ( 1 ) ( 1 ) Common Stock - Voting 1,023 ( 2 ) 0 D Restricted Stock Units $ 38.28 04/02/2007 M 1,754 ( 1 ) ( 1 ) Common Stock - Voting 1,754 ( 2 ) 0 D Restricted Stock Units $ 32.83 04/02/2007 M 341 ( 1 ) ( 1 ) Common Stock - Non Voting 341 ( 2 ) 0 D Restricted Stock Units $ 38.28 04/02/2007 M 584 ( 1 ) ( 1 ) Common Stock - Non Voting 584 ( 2 ) 0 D Option - Right to Buy $ 12.72 ( 3 ) ( 3 ) Common Stock - Voting 18,750 18,750 D Option - Right to Buy $ 17.84 ( 3 ) ( 3 ) Common Stock - Voting 31,500 31,500 D Option - Right to Buy $ 21.38 ( 3 ) ( 3 ) Common Stock - Voting 31,500 31,500 D Common Stock - Voting $ 22.26 ( 3 ) ( 3 ) Common Stock - Voting 31,500 31 ,500 D Option - Right to Buy $ 30.6 ( 3 ) ( 3 ) Common Stock - Voting 27,900 27,900 D Option - Right to Buy $ 38.35 ( 3 ) ( 3 ) Common Stock - Voting 17,550 17,550 D Option - Right to Buy $ 32.83 ( 3 ) ( 3 ) Common Stock - Voting 9,225 9,225 D Option - Right to Buy $ 38.28 ( 3 ) ( 3 ) Common Stock - Voting 7,950 7,950 D Option - Right to Buy $ 12.72 ( 3 ) ( 3 ) Common Stock - Non Voting 6,250 6,250 D Option - Right to Buy $ 17.84 ( 3 ) ( 3 ) Common Stock - Non Voting 10,500 10,500 D Option - Right to Buy $ 21.38 ( 3 ) ( 3 ) Common Stock - Non Voting 10,500 10,500 D Option - Right to Buy $ 22.26 ( 3 ) ( 3 ) Common Stock - Non Voting 10,500 10,500 D Option - Right to Buy $ 30.6 ( 3 ) ( 3 ) Common Stock - Non Voting 9,300 9,300 D Option - Right to Buy $ 38.35 ( 3 ) ( 3 ) Common Stock - Non Voting 5,850 5,850 D Option - Right to Buy $ 32.83 ( 3 ) ( 3 ) Common Stock - Non Voting 3,075 3,075 D Option - Right to Buy $ 38.28 ( 3 ) ( 3 ) Common Stock - Non Voting 2,650 2,650 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEATHERHOLTZ KAREN D MCCORMICK & COMPANY, INCORPORATED 18 LOVETON CIRCLE SPARKS, MD21152 X Senior Vice President - Signatures Sonia G. Cudd, Attorney-in-fact 04/04/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Restricted Stock Unit Agreement, these Restricted Stock Units immediately became fully vested and non-forfeitable upon Ms. Weatherholtz' retirement, effective April 2, 2007. ( 2 )Restricted Stock Units granted. ( 3 )Pursuant to the terms of the Option Agreement, these Options immediately became fully exercisable upon Ms. Weatherholtz' retirement, effective April 2, 2007.

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).

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