SYSCO CORP, 10-K, 1994-09-29

SYSCO CORP
10-K, 1994-09-29
GROCERIES & RELATED PRODUCTS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 2, 1994

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544

SYSCO CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 74-1648137
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)

1390 ENCLAVE PARKWAY, HOUSTON, TEXAS 77077-2099
(Address of principal executive offices)

Registrant's telephone number, including area code: (713) 584-1390

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------
Common Stock, $1.00 par value New York Stock Exchange
Liquid Yield Option Notes due 2004 New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK OF THE REGISTRANT HELD BY
STOCKHOLDERS WHO WERE NOT AFFILIATES (AS DEFINED BY REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION) OF THE REGISTRANT WAS APPROXIMATELY
$4,459,000,000 AT SEPTEMBER 9, 1994 (BASED ON THE CLOSING SALES PRICE ON THE
NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON SEPTEMBER 9, 1994, AS REPORTED BY THE
WALL STREET JOURNAL (SOUTHWEST EDITION)). AT SEPTEMBER 9, 1994, THE REGISTRANT
HAD ISSUED AND OUTSTANDING AN AGGREGATE OF 183,421,732 SHARES OF ITS COMMON
STOCK.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the proxy statement to be filed not later than 120 days after
July 2, 1994 are incorporated by reference into Part III.
<PAGE> 2
PART I

ITEM 1. BUSINESS

Sysco Corporation (together with its subsidiaries and divisions hereinafter
referred to as "SYSCO" or the "Company") is engaged in the marketing and
distribution of a wide range of food and related products to the foodservice or
"away-from-home-eating" industry. The foodservice industry consists of two
major customer segments -- "traditional" and "chain restaurants". Traditional
foodservice customers include restaurants, hospitals, schools, hotels and
industrial caterers. SYSCO's chain restaurant customers include regional pizza
and French-style bakery operations and national hamburger, chicken and steak
chain operations.

Services to the Company's traditional foodservice and chain restaurant
customers are supported by similar physical facilities, vehicles, materials
handling equipment and techniques, and marketing, merchandising and operating
staffs.

CUSTOMERS AND PRODUCTS

The traditional foodservice segment includes businesses and organizations which
prepare and serve food to be eaten away from home. Products distributed by the
Company include a full line of frozen foods, such as frozen meats, fully
prepared frozen entrees, frozen fruits, vegetables and desserts, and a full
line of canned and dry goods. In addition, SYSCO's broader line of product
offerings includes such items as fresh meat, imported specialties and fresh
produce. The Company also supplies a wide variety of nonfood items, including
paper products such as disposable napkins, plates and cups; tableware such as
china and silverware; restaurant and kitchen equipment and supplies;
medical/surgical supplies; and cleaning supplies. SYSCO distributes both
nationally-branded merchandise and products packaged under its own private
brands.

The Company believes that prompt and accurate delivery of orders, close contact
with customers and the ability to provide a full array of products and services
to assist customers in their foodservice operations are of primary importance
in the marketing and distribution of products to the foodservice industry.
SYSCO offers daily delivery to certain customer locations and has the
capability of delivering special orders on short notice. Through its more than
8,100 sales, marketing and service representatives, the Company keeps informed
as to its customers' needs and acquaints them with new products. SYSCO also
provides ancillary services relating to its foodservice distribution such as
providing customers with product usage reports and other data, menu-planning
advice, contract services for installing kitchen equipment, installation and
service of beverage dispensing machines and assistance in inventory control.

No single traditional foodservice customer accounted for as much as 3% of
SYSCO's sales for its fiscal year ended July 2, 1994. Approximately 5% of
traditional foodservice sales during fiscal 1994 resulted from a process of
competitive bidding. There are no

1
<PAGE> 3
material long-term contracts with any traditional foodservice customer that may
not be cancelled by either party at its option.

The Company's SYGMA Network operations specialize in customized service to
chain restaurants, which service is also provided to a lesser extent by many of
the Company's traditional foodservice operations. SYSCO's sales to the chain
restaurant industry consist of a variety of food products necessitated by the
increasingly broad menus of chain restaurants. The Company believes that
consistent product quality and timely and accurate service are important
factors in the selection of a chain restaurant supplier. No chain restaurant
customer accounted for as much as 3% of SYSCO's sales for its fiscal year ended
July 2, 1994, and there are no material long-term contracts with any chain
restaurant customer that may not be cancelled by either party at its option.

SYSCO does not record sales on the basis of the type of foodservice industry
customer, but based upon available information, the Company estimates that
sales by type of customer during the past three fiscal years were as follows:

<TABLE>
<CAPTION>
Fiscal Fiscal Fiscal
Type of Customer 1994 1993 1992
---------------- ------ ------ ------
<S> <C> <C> <C>
Restaurants 60% 60% 60%
Hospitals and nursing homes 13 13 13
Schools and colleges 7 7 8
Hotels and motels 6 6 6
Other 14 14 13
--- --- ---
Totals 100% 100% 100%
=== === ===
</TABLE>

SOURCES OF SUPPLY

SYSCO estimates that it purchases from thousands of independent sources, none
of which represents the source of more than 5% of the Company's purchases.
These sources of supply consist generally of large corporations selling brand
name and private label merchandise and independent private label processors and
packers. Generally, purchasing is carried out on a decentralized basis through
centrally developed purchasing programs (see "Corporate Headquarters' Services
and Controls" below) and direct purchasing programs established by the
Company's various operating subsidiaries and divisions. The Company
continually develops relationships with suppliers but has no material long-term
purchase commitments with any supplier.

ACQUISITIONS AND DIVESTITURES

Since its formation as a Delaware corporation in 1969 and commencement of
operations in March 1970, SYSCO has grown both through internal expansion of
existing operations and acquisitions of formerly independent companies. The
shareholders of nine companies exchanged their stock for SYSCO common stock at
the formation of the Company, and through the end of fiscal 1994, fifty-one
companies have been acquired, as follows:

2
<PAGE> 4
<TABLE>
<CAPTION>
Date Accounted
Company Acquired for as a:
------- -------- -------------
<S> <C> <C>
The Grant Grocer Company June 1970 Pooling
The Albany Frosted Foods, Inc. and Affiliated Companies September 1970 Pooling
Arrow Food Distributors, Inc. January 1971 Purchase
Koon Food Sales, Inc. March 1971 Pooling
Rome Foods Company October 1971 Pooling
Saunders Food Distributors, Inc. October 1971 Purchase
Hallsmith Company, Inc. April 1972 Pooling
The Miesel Company June 1972 Pooling
Robert Orr & Company July 1972 Pooling
Jay Rodgers Co. July 1972 Pooling
Hardin's, Inc. August 1972 Pooling
Baraboo Food Products, Inc. May 1973 Pooling
E. R. Cochran Company December 1973 Purchase
The Fialkow Company December 1973 Purchase
Sterling-Keeleys Incorporated December 1973 Purchase
Harrisonburg Fruit & Produce Co. April 1974 Pooling
Alabama Complete Foods, Inc. July 1974 Pooling
Swan Food Sales, Inc. October 1974 Purchase
Tri-State General Food Supply Co., Inc. December 1974 Purchase
Marietta Institutional Wholesalers, Inc. June 1975 Purchase
Monticello Provision Company August 1975 Purchase
Oregon Film Service, Inc. and Affiliated Companies September 1975 Purchase
Mid-Central Fish & Frozen Foods, Inc. December 1975 Purchase
Glen-Webb & Co. December 1978 Purchase
Select-Union Foods, Inc. April 1979 Purchase
S.E. Lankford, Jr. Produce, Inc. September 1981 Purchase
General Management Corporation and Subsidiaries January 1982 Purchase
Frosted Foods, Inc. January 1982 Purchase
Pegler & Company October 1983 Purchase
Bell Distributing Company December 1983 Purchase
DiPaolo Food Distributors, Inc. June 1985 Purchase
B. A. Railton Company September 1985 Purchase
CML Company, Inc. September 1985 Purchase
New York Tea Company September 1985 Purchase
Operating divisions of PYA/Monarch, Inc. and
PYA/Monarch of Texas, Inc. (Wholly-owned
subsidiaries of Sara Lee Corporation)
Amarillo, Texas September 1985 Purchase
Austin, Texas September 1985 Purchase
Beaumont, Texas September 1985 Purchase
Trammell, Temple & Staff, Inc. January 1986 Purchase
Deaktor Brothers Provision Co. March 1986 Purchase
Bangor Wholesale Foods, Inc. June 1986 Purchase
General Foodservice Supply, Inc. December 1986 Purchase
Vogel's June 1987 Purchase
Major-Hosking's, Inc. July 1987 Purchase
Foodservice distribution - related businesses of
Staley Continental, Inc. (CFS Continental) August 1988 Purchase
Olewine's, Inc. December 1988 Purchase
Oklahoma City-based foodservice distribution
businesses of Scrivner, Inc. April 1990 Purchase
New York and Pennsylvania-based foodservice
distribution businesses of Scrivner, Inc. April 1991 Purchase
Benjamin Polakoff & Son, Inc. May 1992 Purchase
Perloff Brothers, Inc. (Tartan Foods) December 1992 Purchase
St. Louis Division of Clark Foodservice, Inc. February 1993 Purchase
Ritter Food Corporation August 1993 Purchase
</TABLE>

3
<PAGE> 5
SYSCO sold its Global/Sysco division, its last remaining consumer-sized frozen
food distribution business, in August 1992.

Two companies were acquired in fiscal 1993. Tartan Sysco Food Services, Inc.
(formerly Perloff Brothers, Inc.) of Philadelphia, Pennsylvania is a full-line
foodservice distributor to customers in Pennsylvania, Delaware, New Jersey and
Maryland. Sysco Food Services of St. Louis, Inc. (formerly the St. Louis
Division of Clark Foodservice, Inc.) is a full-line foodservice distributor to
customers in St. Louis, Missouri and surrounding communities.

On August 20, 1993 SYSCO purchased Ritter Sysco Food Services, Inc. (formerly
Ritter Food Corporation) of Elizabeth, New Jersey, a full-line foodservice
distributor to customers in New Jersey, metropolitan New York, western
Connecticut and the Philadelphia, Pennsylvania area.

CORPORATE HEADQUARTERS' SERVICES AND CONTROLS

SYSCO's corporate staff, currently consisting of approximately 690 persons,
provides a number of services to the Company's operating divisions and
subsidiaries. These persons possess experience and expertise in, among other
areas, accounting and finance, cash management, data processing, employee
benefits, engineering and insurance. Also provided are legal, marketing and
tax compliance services as well as warehousing and distribution services which
provide assistance in space utilization, energy conservation, fleet management
and work flow.

The corporate staff also administers a consolidated product procurement program
engaged in the task of developing, obtaining and assuring consistent quality
food and nonfood products. The program covers the purchasing and marketing of
SYSCO (R) Brand merchandise, as well as private label and national brand
merchandise, encompassing substantially all product lines. The Company's
operating subsidiaries and divisions may participate in the program at their
option.

CAPITAL IMPROVEMENTS

To maximize productivity and customer service, the Company continues to
construct and modernize its distribution facilities where the appropriate
return on investment is projected. During fiscal 1994, 1993 and 1992,
approximately $161,000,000, $128,000,000 and $134,000,000, respectively, were
invested in facility expansions, fleet additions and other capital asset
enhancements. The Company estimates its capital expenditures in fiscal 1995
should be in the range of $150,000,000 to $200,000,000. During the three years
ended July 2, 1994, capital expenditures have been financed primarily by
internally generated funds and bank borrowings.

EMPLOYEES

As of July 2, 1994, the Company had approximately 26,200 employees, 21.9% of
whom are represented by unions, primarily the International Brotherhood of
Teamsters.

4
<PAGE> 6
Contract negotiations are handled locally with monitoring and assistance by the
corporate staff. Collective bargaining agreements covering approximately 12% of
the Company's union employees expire during fiscal 1995. SYSCO considers its
labor relations to be satisfactory.

COMPETITION

The business of SYSCO is competitive with numerous companies engaged in
foodservice distribution. While competition is encountered primarily from
local and regional distributors, a few companies compete with SYSCO on a
national basis.

The Company believes that, although price and customer contact are important
considerations, the principal competitive factor in the foodservice industry is
the ability to deliver a wide range of quality products and related services on
a timely and dependable basis. Although SYSCO has less than 10% of the
foodservice industry market in the United States, SYSCO believes, based upon
industry trade data, that its sales to the "away-from-home-eating" industry are
the largest of any foodservice distributor. While adequate industry statistics
are not available, the Company believes that in most instances its local
operations are among the leading distributors of food and related nonfood
products to foodservice customers in their respective trading areas.

GENERAL

Except for the SYSCO (R) trademark, the Company does not own or have the right
to use any patents, trademarks, licenses, franchises or concessions, the loss
of which would have a materially adverse effect on the operations or earnings
of the Company.

SYSCO is not engaged in material research activities relating to the
development of new products or the improvement of existing products. The
Company is engaged in an internally developed project that involves the
redesign and development of the computer operating systems through which
SYSCO's operating companies will process, control and report the results of all
transactions. The project is approaching completion, with the first
installation scheduled during calendar 1995. The costs of this project will be
amortized over future earnings as completed portions of the project are put
into use.

The Company's distribution facilities have tanks for the storage of diesel fuel
and other petroleum products which are subject to laws regulating such storage
tanks. Other federal, state and local provisions relating to the protection of
the environment or the discharge of materials do not materially impact the
Company's use or operation of its facilities. The Company anticipates that
compliance with these laws will not have a material effect on the capital
expenditures, earnings or competitive position of SYSCO and its subsidiaries.

Sales of the Company do not generally fluctuate on a seasonal basis, and
therefore, the business of the Company is not deemed to be seasonal.

The Company operates 106 facilities within the United States and two in Canada.

5
<PAGE> 7
ITEM 2. PROPERTIES

As of July 2, 1994 the table below shows the number of distribution facilities
and self-serve centers occupied by the Company in each state or province and
the aggregate cubic footage devoted to cold and dry storage.

<TABLE>
<CAPTION>
Number of Cold Storage Dry Storage
Facilities (Thousands (Thousands
Location and Centers Cubic Feet) Cubic Feet)
-------- ----------- ------------ -----------
<S> <C> <C> <C>
Alabama 2 125 424
Arizona 1 1,485 3,410
Arkansas 1 1,200 1,145
California 9 7,566 15,479
Colorado 5 2,759 5,476
Florida 3 6,054 5,158
Georgia 3 1,969 6,381
Idaho 1 578 656
Illinois 2 2,471 2,870
Indiana 1 1,404 1,832
Iowa 1 642 1,259
Kansas 1 1,975 2,592
Kentucky 3 1,868 3,486
Louisiana 1 2,575 1,875
Maine 1 429 1,008
Maryland 4 4,515 5,609
Massachusetts 3 3,614 6,173
Michigan 4 3,649 6,067
Minnesota 1 2,085 2,370
Mississippi 2 1,318 1,991
Missouri 1 1,128 1,348
Montana 1 2,043 1,876
Nebraska 1 1,518 1,673
New Jersey 3 1,567 5,527
New Mexico 2 1,235 2,024
New York 9 4,337 8,767
North Carolina 2 346 848
Ohio 7 4,681 8,938
Oklahoma 3 1,085 2,634
Oregon 2 2,271 3,455
Pennsylvania 6 2,752 5,945
South Dakota 1 5 100
Tennessee 5 6,423 7,351
Texas 9 8,534 14,529
Utah 1 1,837 1,919
Virginia 1 940 950
Washington 2 2,609 2,812
Wisconsin 1 2,566 2,244
British Columbia, Canada 2 1,426 1,855
--- ------- -------

Total 108 95,584 150,056
=== ====== =======
</TABLE>

6
<PAGE> 8
The Company owns approximately 208,678,000 cubic feet of its distribution
facilities and self-serve centers (or 85% of the total cubic feet), and the
remainder is occupied under leases expiring at various dates from fiscal 1995
to 2011, exclusive of renewal options. Certain of the facilities owned by the
Company are either subject to mortgage indebtedness or industrial revenue bond
financing arrangements totaling $71,534,000 at July 2, 1994. Such mortgage
indebtedness and industrial revenue bond financing arrangements mature at
various dates.

Facilities in Lincoln, Nebraska; Albuquerque, New Mexico; Harrisburg,
Pennsylvania; San Antonio, Texas; Newark, New Jersey; Atlanta, Georgia;
Jackson, Mississippi; and Louisville, Kentucky (which in the aggregate account
for approximately 13% of total sales) are operating near maximum capacity and
the Company is currently constructing or planning replacements or expansions
for these distribution facilities. During fiscal 1995 the Company is planning
to complete construction of a distribution facility near Hartford, Connecticut
and begin construction of a distribution facility in Milwaukee, Wisconsin.

The Company's fleet of approximately 4,500 delivery vehicles consists of
tractor and trailer combinations, vans and panel trucks, most of which are
either wholly or partially refrigerated for the transportation of frozen or
perishable foods. The Company owns approximately 91% of these vehicles and
leases the remainder.

ITEM 3. LEGAL PROCEEDINGS

SYSCO is engaged in various legal proceedings which have arisen but have not
been fully adjudicated. These proceedings, in the opinion of management, will
not have a material adverse effect upon the consolidated balance sheets or
results of operations of the Company when ultimately concluded.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

7
<PAGE> 9
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the executive officers of the Company, each of whom holds the
office opposite his name below until the meeting of the Board of Directors
immediately preceding the next Annual Meeting of Stockholders or until his
successor has been elected or qualified. Executive officers who are also
directors, serve as directors until the expiration of their term which is the
Annual Meeting of Stockholders in the calendar year specified in parentheses or
until his successor has been elected and qualified.

<TABLE>
<CAPTION>
Served
in This
Position
Name of Officer Capacity Since Age
--------------- -------- --------- ---
<S> <C> <C> <C>
John F. Baugh Senior Chairman of the Board of 1985 78
Directors (1994)

John F. Woodhouse Chairman of the Board 1985 & 63
of Directors and Chief 1982
Executive Officer (1995)

Herbert Irving Vice Chairman and 1969 76
Chairman of the Finance
Committee of the Board
of Directors (1994)

Bill M. Lindig President and Chief 1985 & 57
Operating Officer and 1983
Director (1996)

Charles H. Cotros Executive Vice President and 1988, 1989 57
President, Foodservice & 1985
Operations and Director (1994)

James A. Schlindwein Executive Vice President, 1983 & 65
Procurement (until August 30, 1994) 1982
and Director (1994)

Gregory K. Marshall Senior Vice President, 1993 & 47
Multi-Unit Sales and Chief 1984
Executive Officer, The
SYGMA Network, Inc.

Richard J. Schnieders Senior Vice President, 1992 46
Merchandising Services

John K. Stubblefield, Jr. Senior Vice President, 1993 & 48
Chief Financial Officer & 1994
Controller
</TABLE>

Each of the executive officers listed above has been employed by the Company,
or a subsidiary or division of the Company, in an executive capacity throughout
the past five years.

8
<PAGE> 10
PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

The principal market for SYSCO's Common Stock is the New York Stock Exchange.
The table below sets forth the high and low sales prices per share for SYSCO's
Common Stock as reported on the New York Stock Exchange Composite Tape and the
cash dividends paid for the periods indicated.

<TABLE>
<CAPTION>
Common Stock Prices
---------------------------------- Dividends
High Low Paid
---------- --------- ---------
<S> <C> <C> <C>
Fiscal 1993
First Quarter $27-1/4 $23-5/8 $.06
Second Quarter 27-3/4 23-1/2 .06
Third Quarter 27-1/8 23-1/4 .07
Fourth Quarter 27 22-1/4 .07

Fiscal 1994
First Quarter $30-3/8 $23-3/4 $.07
Second Quarter 31 27 .07
Third Quarter 29-1/4 25-1/8 .09
Fourth Quarter 26-3/8 22-5/8 .09
</TABLE>

The approximate number of shareholders of SYSCO's Common Stock as of July 2,
1994 was 19,900.

9
<PAGE> 11
ITEM 6.
SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
- - - ----------------------------------------------------------------------------------------------------------------------------------
Fiscal Year Ended
- - - ----------------------------------------------------------------------------------------------------------------------------------
1993
(In thousands except for share data) 1994 (53 weeks) 1992 1991 1990
- - - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $10,942,499 $10,021,513 $ 8,892,785 $8,149,700 $7,590,568
Earnings before income taxes 367,582 331,977 281,656 250,864 216,086
Income taxes 150,830 130,170 109,427 97,034 83,625
----------- ---------- ----------- ---------- ----------
Net earnings 216,752 201,807 172,229 153,830 132,461
=========== ========== =========== ========== ==========
Earnings per share 1.18 1.08 .93 .83 .73
=========== ========== =========== ========== ==========
Cash dividends per share .32 .26 .17 .12 .10
Total assets 2,811,729 2,530,043 2,325,206 2,177,695 2,001,020
Capital expenditures 161,485 127,879 134,290 134,921 182,387
Long-term debt 538,711 494,062 488,828 543,176 583,496
Shareholders' equity 1,240,909 1,137,216 1,056,846 918,626 770,829
----------- ---------- ----------- ---------- ----------
Total capitalization 1,779,620 1,631,278 1,545,674 1,461,802 1,354,325
=========== ========== =========== ========== ==========
Ratio of long-term debt to capitalization 30.3% 30.3% 31.6% 37.2% 43.1%
</TABLE>

10
<PAGE> 12
ITEM 7.
MANAGEMENT DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

SYSCO provides marketing and distribution services to foodservice customers
throughout the contiguous United States and western Canada. The company intends
to continually expand its market share through profitable sales growth and
constant emphasis on the development of its consolidated buying programs. The
company also strives to increase the effectiveness of its marketing associates
and the productivity of its warehousing and distribution activities. These
objectives require continuing investment. SYSCO's resources include cash
provided by operations and access to capital from financial markets.

SYSCO has a stock repurchase program which is used primarily to offset
shares issued from time to time in conjunction with various employee benefit
plans and conversions of Liquid Yield Option Notes. The number of shares
acquired and their cost for the past three years was 3,000,000 shares for
$80,131,000 in fiscal 1994, 7,200,000 shares for $180,343,000 in fiscal 1993
and 800,0000 shares for $19,803,000 in fiscal 1992.

SYSCO's operations generate a significant amount of cash which is used
to fund the company's investment in facilities, fleet and other equipment
required to meet its customers' needs and provide for growth. Net cash
generated from operating activities was $282,515,000 in 1994, $257,165,000 in
1993 and $234,552,000 in 1992. Expenditures for facilities, fleet and other
equipment were $161,485,000 in 1994, $127,879,000 in 1993 and $134,290,000 in
1992. Expenditures in fiscal 1995 should be in the range of $150,000,000 to
$200,000,000.

The net cash provided by operations less cash utilized for capital
expenditures, the stock repurchase program, cash dividends and other uses
resulted in long-term debt of $538,711,000 at July 2, 1994. About 47% of the
total long-term debt is at fixed rates averaging 7.98% and 53% was at floating
rates averaging 4.36%. Long-term debt to capitalization is 30% at July 2, 1994,
equal to the 30% at July 3, 1993 and down from the 32% at June 27, 1992. SYSCO
continues to have borrowing capacity available and alternative financing
arrangements are evaluated as appropriate.

SYSCO has a commercial paper program which is currently supported by a
$300,000,000 bank credit facility. During fiscal 1994, 1993 and 1992,
commercial paper and bank borrowings ranged from approximately $184,900,000 to
$415,100,000, $87,500,000 to $292,500,000 and $130,000,000 to $380,000,000,
respectively.

In summary, SYSCO believes that through continual monitoring and
management of assets together with the availability of additional capital in
the financial markets, it will meet its cash requirements while maintaining
proper liquidity for normal operating purposes.

SALES

The annual increases in sales of 9% in 1994 and 13% in 1993 result from several
factors. Sales in fiscal 1994 and 1993 were affected by modest growth in the
U.S. economy, as well as in the foodservice industry, and acquisitions.
Excluding the impact of the 53rd week in fiscal 1993, sales increased about
11.5% in fiscal 1994 and about 10% in fiscal 1993. After adjusting for
acquisitions, food price increases and eliminating the sales effect of the 53rd
week in fiscal 1993, real sales growth was about 7% in 1994 and 9% in 1993. The
cost of SYSCO's foodservice products is estimated to have averaged an increase
of about 1.9% from the beginning to the end of fiscal 1994 compared to an
increase of approximately 1.2% in fiscal 1993. Industry sources estimate the
total foodservice market experienced real growth of approximately 2.3% in
calendar 1993 and 1.2% in calendar 1992.

11
<PAGE> 13
Sales for fiscal 1992 through 1994 were as follows:

<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------
Year Sales % Increase
- - - ------------------------------------------------------------------------------------------------
<S> <C> <C>
1994 $10,942,499,000 9%
1993 (53 Weeks) 10,021,513,000 13
1992 8,892,785,000 9
</TABLE>

A comparison of the sales mix in the principal product categories
during the last three years is presented below:
<TABLE>
<CAPTION>
- - - --------------------------------------------------------------------------------------------------------------
1994 1993 1992
------------------------------
<S> <C> <C> <C>
Medical supplies 1% --% --%
Dairy products 8 8 8
Fresh and frozen meats 16 16 17
Seafoods 6 6 6
Poultry 9 9 8
Frozen fruits, vegetables, bakery and other 14 15 15
Canned and dry products 25 25 26
Paper and disposables 7 7 7
Janitorial products 2 2 2
Equipment and smallwares 3 3 3
Fresh produce 6 6 5
Beverage products 3 3 3
--- --- ---
100% 100% 100%
=== === ===
</TABLE>

A comparison of sales by type of customer during the last three years
is presented below:

<TABLE>
<CAPTION>
- - - --------------------------------------------------------------------------------------------------------------
1994 1993 1992
------------------------------
<S> <C> <C> <C>
Restaurants 60% 60% 60%
Hospitals and nursing homes 13 13 13
Schools and colleges 7 7 8
Hotels and motels 6 6 6
All other 14 14 13
--- --- ---
100% 100% 100%
=== === ===
</TABLE>

COST OF SALES

Cost of sales increased about 9% in 1994 and 13% in 1993. These increases were
generally in line with the increases in sales. The rate of increase is
influenced by SYSCO's overall customer and product mix as well as economies
realized in product acquisition.

OPERATING EXPENSES

Operating expenses include the costs of warehousing and delivering products as
well as selling and administrative expenses. These expenses as a percent of
sales for the 1994, 1993 and 1992 fiscal years were 14.3%, 14.2% and 14.3%,
respectively. Changes in the percentage relationship of operating expenses to
sales result from an interplay of several economic influences. Inflationary
increases in operating costs generally have been offset through improved
productivity.

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<PAGE> 14
INTEREST EXPENSE

Interest expense decreased $2,732,000 or approximately 7% in fiscal 1994 as
compared to a decrease of $4,271,000 or approximately 10% in fiscal 1993. The
decrease in fiscal 1994 is due primarily to the expiration of the interest rate
swap in December 1993, while the decrease in fiscal 1993 was due to a reduction
in average borrowings. Interest capitalization during the past three years was
$1,313,000 in 1994, $1,315,000 in 1993 and $2,292,000 in 1992.

OTHER INCOME, NET

Other income decreased $381,000 or about 18% in fiscal 1994 and decreased
$4,292,000 or about 67% in fiscal 1993. About one-half of the decrease in
fiscal 1993 resulted from the sale of the last retail distribution company on
August 3, 1992. This company previously had significant income from storage and
handling activities. Other changes between the years result from fluctuations
in miscellaneous activities including gains and losses on the sale of old
facilities.

EARNINGS BEFORE INCOME TAXES

Earnings before income taxes rose $35,605,000 or approximately 11% above fiscal
1993, which had increased $50,321,000 or approximately 18% over the prior year.
Additional sales and realization of operating efficiencies contributed to the
increases.

PROVISION FOR INCOME TAXES

The effective tax rate for 1994 was approximately 41% and in 1993 and 1992 was
approximately 39%. In August 1993 the Omnibus Budget Reconciliation Act of 1993
became effective. This legislation increased the top corporate tax rate from
34% to 35% effective January 1, 1993. Consequently, in the first quarter of
fiscal 1994 SYSCO had a charge to earnings for taxes of $4,900,000 relating to
transactions and events through July 3, 1993. About $3,300,000 of the charge
relates to an increase in deferred taxes and $1,600,000 relates to the
retroactivity of the tax rate increase to January 1, 1993. The effective tax
rate for fiscal 1994, excluding the effect of the $4,900,000 charge, was 40%.

NET EARNINGS

Fiscal 1994 represents the eighteenth consecutive year of increased earnings
for SYSCO. Net earnings for the year rose $14,945,000 or approximately 7% above
fiscal 1993, which had increased $29,578,000 or approximately 17% over the
prior year. Excluding the impact of the extra week in fiscal 1993 and the
increased tax rate in fiscal 1994, net earnings would have increased
approximately 14% in 1994 and approximately 15% in fiscal 1993.

DIVIDENDS

The quarterly dividend rate of nine cents per share was established in November
1993 when it was increased from the seven cents per share set in November 1992.

RETURN ON SHAREHOLDERS' EQUITY

The return on average shareholders' equity for 1994, 1993 and 1992 was
approximately 18%, 18% and 17%, respectively. Since inception SYSCO has
averaged in excess of a 16% return on shareholders' equity.

13
<PAGE> 15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SYSCO CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 2, 1994

Financial Statements:

<TABLE>
<CAPTION>
Page
<S> <C>
Report of Management on Internal Accounting Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Consolidated Financial Statements:

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Consolidated Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Consolidated Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Consolidated Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Summary of Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Additional Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Schedules:

V Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1

VI Accumulated Depreciation and Amortization of Plant and Equipment . . . . . . . . . . . . . . . . . . . . . S-2

VIII Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3

IX Short-term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
</TABLE>

All other schedules are omitted because they are not
applicable or the information is set forth in the consolidated
financial statements or notes thereto.

Financial Statements of the Registrant are omitted because the
Registrant is primarily an operating company and all
subsidiaries are wholly-owned.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None

14
<PAGE> 16
REPORT OF MANAGEMENT ON INTERNAL ACCOUNTING CONTROLS

The management of SYSCO is responsible for the preparation and integrity of the
consolidated financial statements of the Company. The accompanying
consolidated financial statements have been prepared by the management of the
Company, in accordance with generally accepted accounting principles, using
management's best estimates and judgment where necessary. Financial
information appearing throughout this Annual Report is consistent with that in
the consolidated financial statements.

To help fulfill its responsibility, management maintains a system of internal
controls designed to provide reasonable assurance that assets are safeguarded
against loss or unauthorized use and that transactions are executed in
accordance with management's authorizations and are reflected accurately in the
Company's records. The concept of reasonable assurance is based on the
recognition that the cost of maintaining a system of internal accounting
controls should not exceed benefits expected to be derived from the system.
SYSCO believes that its long-standing emphasis on the highest standards of
conduct and ethics, embodied in comprehensive written policies, serves to
reinforce its system of internal controls. The Company's operations review
function monitors the operation of the internal control system and reports
findings and recommendations to management and the Board of Directors. It also
oversees actions taken to address control deficiencies and seeks opportunities
for improving the effectiveness of the system.

Arthur Andersen LLP, independent public accountants, has been engaged to
express an opinion regarding the fair presentation of the Company's financial
condition and operating results. As part of their audit of the Company's
financial statements, Arthur Andersen LLP considered the Company's system of
internal controls to the extent they deemed necessary to determine the nature,
timing and extent of their audit tests.

The Board of Directors oversees the Company's financial reporting through its
Audit Committee which consists entirely of outside directors. The Board, after
a recommendation from the Audit Committee, selects and engages the independent
public accountants annually. The Audit Committee reviews both the scope of the
accountants' audit and recommendations from both the independent public
accountants and the internal operations review function for improvements in
internal controls. The independent public accountants have free access to the
Audit Committee and from time to time confer with them without management
representation.

15
<PAGE> 17
SYSCO recognizes its responsibility to conduct business in accordance with high
ethical standards. This responsibility is reflected in a comprehensive code of
business conduct that, among other things, addresses potentially conflicting
outside business interests of Company employees and provides guidance as to the
proper conduct of business activities. Ongoing communications and review
programs are designed to help ensure compliance with this code.

The Company believes that its system of internal controls is effective and
adequate to accomplish the objectives discussed above.

/s/ John F. Woodhouse /s/ John K. Stubblefield, Jr.
--------------------- -----------------------------
John F. Woodhouse John K. Stubblefield, Jr.
Chairman & Chief Executive Officer Senior Vice President,
Chief Financial Officer & Controller

16
<PAGE> 18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Sysco Corporation

We have audited the accompanying consolidated balance sheets of Sysco
Corporation (a Delaware corporation) and subsidiaries as of July 2, 1994 and
July 3, 1993, and the related consolidated results of operations, shareholders'
equity and cash flows for each of the three years in the period ended July 2,
1994. These financial statements and the schedules referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sysco Corporation
and subsidiaries as of July 2, 1994 and July 3, 1993, and the results of their
operations and their cash flows for each of the three years in the period ended
July 2, 1994, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in Item 14(a) are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Arthur Andersen LLP
Houston, Texas
August 3, 1994

17
<PAGE> 19
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------------
(In thousands except for share data) July 2, 1994 July 3, 1993
- - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets
Cash $ 86,735 $ 68,759
Accounts and notes receivable, less
allowances of $15,999 and $15,122 856,448 770,553
Inventories 601,994 534,167
Deferred taxes 38,091 28,878
Prepaid expenses 16,380 17,379
------------- ------------
Total current assets 1,599,648 1,419,736

Plant and equipment at cost, less depreciation 817,221 759,857
Other assets
Goodwill and intangibles, less amortization 266,021 267,056
Other 128,839 83,394
------------- ------------
Total other assets 394,860 350,450
------------- ------------
Total assets $ 2,811,729 $ 2,530,043
============= ============

Liabilities and shareholders' equity
Current liabilities
Notes payable $ 5,247 $ 6,609
Accounts payable 632,373 550,507
Accrued expenses 176,043 159,056
Accrued income taxes 29,168 26,929
Current maturities of long-term debt 3,730 3,372
------------- ------------
Total current liabilities 846,561 746,473
Long-term debt 538,711 494,062
Deferred taxes 185,548 152,292

Contingencies

Shareholders' equity
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none -- --
Common stock, par value $1 per share
Authorized 500,000,000 shares, issued
191,293,725 shares 191,294 191,294
Paid-in capital 60,003 74,158
Retained earnings 1,200,735 1,043,057
------------- ------------
1,452,032 1,308,509
Less cost of treasury stock, 8,224,505 and 6,836,329 shares 211,123 171,293
------------- ------------
Total shareholders' equity 1,240,909 1,137,216
------------- ------------
Total liabilities and shareholders' equity $ 2,811,729 $ 2,530,043
============= ============
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

18
<PAGE> 20
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------------
Year Ended
- - - -----------------------------------------------------------------------------------------------------------------------------------
July 3, 1993
(In thousands except for share data) July 2, 1994 (53 Weeks) June 27, 1992
- - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $ 10,942,499 $ 10,021,513 $ 8,892,785

Costs and expenses
Costs of sales 8,971,628 8,225,275 7,303,886
Operating expenses 1,568,773 1,427,394 1,270,397
Interest expense 36,272 39,004 43,275
Other income, net (1,756) (2,137) (6,429)
------------- ------------- ------------
Total costs and expenses 10,574,917 9,689,536 8,611,129
------------- ------------- ------------
Earnings before income taxes 367,582 331,977 281,656
Income taxes 150,830 130,170 109,427
------------- ------------- ------------
Net earnings $ 216,752 $ 201,807 $ 172,229
============= ============= ============
Earnings per share $ 1.18 $ 1.08 $ .93
============= ============= ============
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

19
<PAGE> 21
CONSOLIDATED SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
Cost of
Common Paid-In Retained Treasury
(In thousands) Stock Capital Earnings Stock
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at June 29, 1991 $ 92,600 $ 49,616 $ 776,410
Net earnings for year ended June 27, 1992 172,229
Cash dividends paid, $.17 per share (31,637)
Treasury stock purchses, net $ 19,803
Stock issued upon conversion of Liquid
Yield Option Notes 1 42
Stock options exercised 386 7,437
Employees' Stock Purchase Plan 186 6,137
Management Incentive Plan 119 3,123
2-for-1 stock split 93,292 (66,355) (26,937)
---------- --------- ----------- ---------

Balance at June 27, 1992 186,584 -- 890,065 19,803
Net earnings for year ended July 3, 1993 201,807
Cash dividends paid, $.26 per share (48,815)
Treasury stock purchases 180,343
Stock issued upon conversion of Liquid
Yield Option Notes 4,710 85,649
Stock options exercised (8,284) (11,557)
Employees' Stock Purchase Plan (1,625) (12,785)
Management Incentive Plan (1,582) (4,511)
---------- --------- ----------- ---------

Balance at July 3, 1993 191,294 74,158 1,043,057 171,293
Net earnings for year ended July 2, 1994 216,752
Cash dividends paid, $.32 per share (59,074)
Treasury stock purchases 80,131
Stock issued upon conversion of Liquid
Yield Option Notes (642) (3,282)
Stock options excercised (9,741) (16,055)
Employees' Stock Purchase Plan (1,461) (14,262)
Management Incentive Plan (2,311) (6,702)
---------- --------- ----------- ---------

Balance at July 2, 1994 $ 191,294 $ 60,003 $1,200,735 $ 211,123
========== ========= ========== =========
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

20
<PAGE> 22
CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
Year Ended
- - - ------------------------------------------------------------------------------------------------------------------------------------
July 3, 1993
(In thousands) July 2, 1994 (53 Weeks) June 27, 1992
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 216,752 $ 201,807 $ 172,229
Add non-cash items:
Depreciation and amortization 119,982 107,718 99,510
Interst on Liquid Yield Option Notes 5,740 8,004 10,552
Deferred tax provision 23,292 13,281 15,521
Provision for losses on receivables 17,918 14,312 14,422
Additional investment in certain assets and
liabilities, net of effect of businesses acquired and sold:
(Increase) in receivables (86,487) (103,236) (69,192)
(Increase) in inventories (58,282) (38,114) (27,190)
Decrease (increase) in prepaid expenses 3,606 (2,864) (1,211)
Increase in accounts payable 73,777 54,077 40,413
Increase (decrease) in accrued expenses 15,510 13,144 (3,421)
Increase in accrued income taxes 2,277 20,863 3,190
(Increase) in other assets (51,570) (31,827) (20,271)
------------ ------------ -----------
Net cash provided by operating activities 282,515 257,165 234,552
------------ ------------ -----------
Cash flows from investing activities:
Additions to plant and equipment (161,485) (127,879) (134,290)
Proceeds from sales of plant and equipment 2,693 5,136 16,379
Acquisitions of businesses, net of cash acquired (15,606) (10,481) (12,996)
Proceeds from sale of business -- 10,878 --
------------ ------------ -----------
Net cash used for investing activities (174,398) (122,346) (130,907)
------------ ------------ -----------
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments) 38,798 80,363 (59,389)
Other debt repayments (13,240) (8,981) (6,094)
Common stock issuances -- -- 17,431
Common stock reissued from treasury 23,506 17,362 --
Treasury stock purchases (80,131) (180,343) (19,803)
Dividends paid (59,074) (48,815) (31,637)
------------ ------------ -----------
Net cash used for financing activities (90,141) (140,414) (99,492)
------------ ------------ -----------
Net increase (decrease) in cash 17,976 (5,595) 4,153
Cash at beginning of year 68,759 74,354 70,201
------------ ------------ -----------
Cash at end of year $ 86,735 $ 68,759 $ 74,354
============ ============ ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 36,527 $ 38,999 $ 44,058
Income taxes 126,310 96,291 89,478
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

21
<PAGE> 23
SUMMARY OF ACCOUNTING POLICIES

BUSINESS AND CONSOLIDATION

SYSCO Corporation (SYSCO) is engaged in the marketing and distribution of a
wide range of food and related products to the foodservice or
"away-from-home-eating" industry. These services are performed from 68
distribution facilities for approximately 245,000 customers located in the 36
states where the facilities are situated and in 12 adjacent states. The
company also has one facility in Vancouver, British Columbia, which provides
services to customers in that area.

The accompanying financial statements include the accounts of SYSCO
and its subsidiaries. All significant intercompany transactions and account
balances have been eliminated. Certain amounts in the prior years have been
reclassified to conform to the 1994 presentation.

Earnings of acquisitions recorded as purchases are included in SYSCO's
results of operations from the date of acquisition.

INVENTORIES

Inventories consist of food and related products held for resale and are
valued at the lower of cost (first-in, first-out method) or market.

PLANT AND EQUIPMENT

Capital additions, improvements and major renewals are classified as plant and
equipment and are carried at cost. Depreciation is recorded using the
straight-line method which reduces the book value of each asset in equal
amounts over its estimated useful life. Maintenance, repairs and minor
renewals are charged to earnings when they are incurred. Upon the disposition
of an asset, its accumulated depreciation is deducted from the original cost,
and any gain or loss is reflected in current earnings.

Applicable interest charges incurred during the construction of new
facilities are capitalized as one of the elements of cost and are amortized
over the assets' estimated useful lives. Interest capitalized during the past
three years was $1,313,000 in 1994, $1,315,000 in 1993 and $2,292,000 in 1992.

GOODWILL AND INTANGIBLES

Goodwill and intangibles represents the excess of cost over the fair value of
tangible net assets acquired and is being amortized over 40 years using the
straight-line method. Accumulated amortization at July 2, 1994, July 3, 1993
and June 27, 1992 is $43,120,000, $35,416,000 and $27,929,000, respectively.

COMPUTER SYSTEMS DEVELOPMENT PROJECT

SYSCO has capitalized direct costs incurred in connection with an internal
computer systems development project. The capitalization of these costs began
once it was reasonably certain that the new system would be completed and
would fulfill its intended use. Costs of $29,658,000, $14,094,000 and
$2,660,000 were capitalized during fiscal 1994, 1993 and 1992, respectively.
Amounts capitalized will be amortized over future earnings commencing in fiscal
1995 as completed portions of the project are put into use.

INSURANCE PROGRAM

SYSCO maintains a self-insurance program covering portions of workers'
compensation, general and auto liability costs. The amounts in excess of the
self-insured levels are fully insured. Self-insurance accruals are based on
claims filed and an estimate for significant claims incurred but not reported.

INCOME TAXES

SYSCO follows the liability method for deferred income taxes as required by
the provisions of Statement of Financial Accounting Standard (SFAS) 109,
"Accounting for Income Taxes."

CASH FLOW INFORMATION

For cash flow purposes, cash includes cash equivalents such as time deposits,
certificates of deposit and all highly liquid instruments with original
maturities of three months or less.

22
<PAGE> 24
ADDITIONAL FINANCIAL INFORMATION

INCOME TAXES

The income tax provisions consist of the following:

<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------
1994 1993 1992
---------------------------------------------------
<S> <C> <C> <C>
Federal income taxes $130,733,000 $108,990,000 $91,747,000
State and local income taxes 20,097,000 21,180,000 17,680,000
------------ ------------ ------------
Total $150,830,000 $130,170,000 $109,427,000
============ ============ ============
</TABLE>

Included in the income taxes charged to earnings are net deferred tax
provisions of $23,292,000 in 1994, $13,281,000 in 1993 and $15,521,000 in 1992.
The provisions result from the effects of net changes during the year in
deferred tax assets and liabilities arising from temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.

Significant components of the company's deferred tax assets and
liabilities are as follows:

<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------
July 2, 1994 July 3, 1993
-------------------------------
<S> <C> <C>
Deferred tax liabilities:
Excess tax depreciation and basis differences of assets $165,353,000 $143,995,000
Computer systems development project 17,190,000 5,833,000
Other 3,005,000 2,464,000
------------ ------------
Total deferred tax liabilities 185,548,000 152,292,000
------------ ------------
Deferred tax assets:
Accrued pension expenses 13,003,000 9,367,000
Accrued medical and casualty insurance expenses 8,519,000 9,264,000
Bad debt reserve 6,138,000 4,065,000
Uniform capitalization of inventory 4,746,000 3,560,000
Other 5,685,000 2,622,000
------------ ------------
Total deferred tax assets 38,091,000 28,878,000
------------ ------------
Net deferred tax liabilities $147,457,000 $123,414,000
============ ============
</TABLE>

The company has enjoyed taxable earnings during each of its twenty-five
year existence and knows of no reason such profitability should not continue.
Consequently, the company believes that it is more likely than not that the
entire benefit of existing temporary differences will be realized and therefore
no valuation allowance has been established for deferred assets.

The effective tax rate was 41% in 1994 and 39% in 1993 and 1992 and an
analysis is as follows:

<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------
1994 1993 1992
------------------------------------------
<S> <C> <C> <C>
Statutory Federal income tax rate 35% 34% 34%
Retroactive Federal income tax charge 1 -- --
State and local income taxes,
net of Federal income tax benefit 5 5 5
-- -- --
41% 39% 39%
== == ==
</TABLE>

23
<PAGE> 25
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

The allowance for doubtful accounts receivable was $15,999,000 as of July 2,
1994, $15,122,000 as of July 3, 1993 and $13,673,000 as of June 27, 1992.
Customer accounts written off, net of recoveries were $17,291,000 or .16% of
sales, $13,163,000 or .13% of sales and $14,377,000 or .16% of sales for fiscal
years 1994, 1993 and 1992, respectively.

SHAREHOLDERS' EQUITY

Earnings per share have been computed by dividing net earnings by 184,338,616
in 1994, 186,745,576 in 1993 and 186,001,381 in 1992, which represents the
weighted average number of shares of common stock outstanding during those
respective years.

In May 1986, the Board of Directors adopted a Warrant Dividend Plan
designed to protect against those unsolicited attempts to acquire control of
SYSCO that the Board believes are not in the best interest of the shareholders.
The plan, as adjusted, provides for a dividend distribution of one-fourth of
one Preferred Stock Purchase Right (Right) for each outstanding share of SYSCO
common stock. Each Right may be exercised to purchase one one-hundredth of a
share of newly created Series A Junior Participating Preferred Stock at an
exercise price of $135, subject to adjustment. The Rights will not be
exercisable until a party either acquires 20% of the company's common stock or
makes a tender offer for 20% or more of its common stock. In the event of a
merger or other business combination transaction, each Right effectively
entitles the holder to purchase $270 worth of stock of the surviving company
for a purchase price of $135.

The Rights expire on May 30, 1996 and may be redeemed before
expiration by the company at a price of $.05 per Right until a party acquires
20% of the company's common stock or thereafter under certain circumstances.
As a result of the Rights distribution, 600,000 of the 1,500,000 authorized
preferred shares have been reserved for issuance as Series A Junior
Participating Preferred Stock.

PLANT AND EQUIPMENT

A summary of plant and equipment, including the related accumulated
depreciation, appears below:

<TABLE>
<CAPTION>
- - - --------------------------------------------------------------------------------------------------------------
Estimated
July 2, 1994 July 3, 1993 Useful Lives
-------------------------------------------------------------------
<S> <C> <C> <C>
Plant and equipment, at cost
Land $ 81,933,000 $ 70,254,000
Buildings and improvements 606,986,000 566,153,000 10-40 years
Equipment 718,410,000 619,183,000 3-20 years
------------------- --------------------
1,407,329,000 1,255,590,000
Accumulated depreciation (590,108,000) (495,733,000)
------------------- --------------------
Net plant and equipment $ 817,221,000 $ 759,857,000
=================== ====================
</TABLE>

DEBT

At July 2, 1994 and July 3, 1993 SYSCO had $5,247,000 and $6,609,000,
respectively, of short-term bank borrowings. The level of such borrowings
fluctuates during the year based on working capital requirements.

SYSCO's long-term debt is comprised of the following:

<TABLE>
- - - ----------------------------------------------------------------------------------------------------------
July 2, 1994 July 3, 1993
-----------------------------------------
<S> <C> <C>
Revolving loan agreement and commercial paper,
interest averaging 4.4% in 1994 and 3.2% in 1993 $ 273,800,000 $ 218,778,000
Senior notes, interest at 9.95%, maturing in 1999 91,500,000 91,500,000
Liquid Yield Option Notes, interest at 6.25%, maturing in 2004 95,653,000 92,614,000
Industrial Revenue Bonds, mortgages and other, interest
averaging 6.9% in 1994 and 7.3% in 1993, maturing at
various dates to 2026 81,488,000 94,542,000
---------------- ----------------
Total long-term debt 542,441,000 497,434,000
Less current maturities (3,730,000) (3,372,000)
---------------- ----------------
Net long-term debt $ 538,711,000 $ 494,062,000
================ ================
</TABLE>

24
<PAGE> 26
The principal payments required to be made on long-term debt during
the next five years are shown below:

<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1995 $ 3,730,000
1996 3,324,000
1997 9,547,000
1998 2,611,000
1999 101,610,000

</TABLE>

SYSCO has a $300,000,000 revolving loan agreement maturing in 1997
which currently supports the company's commercial paper program. Management
anticipates extending this agreement prior to its maturity date. The
commercial paper borrowings at July 2, 1994 were $273,800,000. The Liquid
Yield Option Notes have no periodic interest payments, will yield 6.25% if held
to maturity, and can be converted into SYSCO common stock at a conversion rate
of 24.512 shares per note. Each note which initially sold for $397.27 has an
accreted value of $531.37 at July 2, 1994.

The Industrial Revenue Bonds have varying structures. Final
maturities range from one to thirty-two years and certain of the bonds provide
SYSCO the right to redeem (a call) at various dates. These call provisions
generally provide the bondholder a premium in the early call years, declining
to par value as the bonds approach maturity. Certain bonds have provisions
whereby the holder may require SYSCO to purchase or redeem the bonds (a put)
under certain circumstances. If certain of these bonds are purchased from
bondholders, they can be remarketed at the then prevailing interest rates.

Long-term debt at July 2, 1994 was $538,711,000, of which 47% is
secured at fixed rates averaging 7.98% with the average life of eight years,
while the remainder is financed at floating rates averaging 4.36%. Certain
loan agreements contain typical covenants to protect noteholders including
provisions to maintain tangible net worth and funded indebtedness at specified
levels.

The fair value of SYSCO's long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to the company for debt of the same remaining maturities. The fair
value of long-term debt approximates $562,000,000 at July 2, 1994. As part of
normal business activities, SYSCO issues letters of credit through major
banking institutions as required by certain vendor and insurance agreements.
As of July 2, 1994, SYSCO had not entered into any significant derivative or
other off-balance-sheet financing arrangements.

LEASES

Although SYSCO normally purchases assets, it has obligations under capital and
operating leases for certain distribution facilities, vehicles and computers.
Total rental expense under operating leases was $31,089,000, $27,506,000 and
$26,759,000 in fiscal 1994, 1993 and 1992, respectively. Contingent rentals,
subleases, assets and obligations under capital leases are not significant.

Aggregate minimum lease payments under existing non-capitalized
long-term leases are as follows:

<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1995 $ 13,487,000
1996 10,253,000
1997 7,176,000
1998 4,942,000
1999 3,444,000
Later years 5,612,000

</TABLE>

25
<PAGE> 27
INCENTIVE STOCK OPTION PLANS

EMPLOYEE INCENTIVE STOCK OPTION PLAN

The Employee Incentive Stock Option Plan adopted in fiscal 1982 provided for
the issuance of options to purchase SYSCO common stock to officers and key
personnel of the company and its subsidiaries at the market price at date of
grant, as adjusted for stock splits. No further grants will be made under this
plan which expired in November 1991 and was replaced by the 1991 Stock Option
Plan.

The following summary presents information with regard to incentive
options under this plan:

<TABLE>
<CAPTION>
- - - ----------------------------------------------------------------------------------------------------------
Maximum Shares
Shares Under Average Price
Exercisable Option Per Share
-----------------------------------------------------
<S> <C> <C> <C>
Balance at June 29, 1991 1,579,124 3,683,210 $ 11.77
Granted 740,548 22.25
Cancelled (169,788) 13.25
Exercised (860,080) 9.12
---------
Balance at June 27, 1992 1,682,890 3,393,890 14.65
Granted -- --
Cancelled (191,991) 14.60
Exercised (527,829) 9.77
---------
Balance at July 3, 1993 1,940,987 2,674,070 15.62
Granted -- --
Cancelled (112,187) 13.02
Exercised (757,604) 12.39
---------
Balance at July 2, 1994 1,600,282 1,804,279 17.14
=========
</TABLE>

1991 STOCK OPTION PLAN

The 1991 Stock Option Plan was adopted in fiscal 1992 and reserves 3,000,000
shares of SYSCO common stock for options to directors, officers and key
personnel of the company and its subsidiaries at the market price at date of
grant. This plan provides for the issuance of options which are qualified as
incentive stock options under the Internal Revenue Code of 1986, options which
are not so qualified and stock appreciation rights. To date, the company has
issued stock options but no stock appreciation rights.

The following summary presents information with regard to options
issued under the 1991 plan:

<TABLE>
<CAPTION>
- - - ----------------------------------------------------------------------------------------------------------
Maximum Shares
Shares Under Average Price
Exercisable Option Per Share
-----------------------------------------------------
<S> <C> <C> <C>
Balance at June 27, 1992 -- -- $ --
Granted 525,580 25.25
Cancelled (10,260) 25.25
Exercised -- --
---------
Balance at July 3, 1993 -- 515,320 25.25
Granted 633,650 28.88
Cancelled (26,484) 26.50
Exercised (8,071) 25.25
---------
Balance at July 2, 1994 163,305 1,114,415 27.28
=========
</TABLE>

<PAGE> 28
EMPLOYEE BENEFIT PLANS

SYSCO and each of its subsidiaries have defined benefit and defined
contribution retirement plans for their employees. Also, the company
contributes to various multi-employer plans under collective bargaining
agreements.

The defined benefit pension plans pay benefits to employees at
retirement using formulas based on a participant's years of service and
compensation. The defined contribution 401(k) plans provide that under certain
circumstances the company may make matching contributions of up to 50% of the
first 6% of a participant's compensation.

The funded status of the defined benefit plans is as follows:

<TABLE>
<CAPTION>
- - - --------------------------------------------------------------------------------------------------------
July 2, 1994 July 3, 1993
------------------------------------
<S> <C> <C>
Assets available for benefits $ 110,344,000 $ 106,338,000
Projected benefit obligation
Vested (103,437,000) (88,688,000)
Nonvested (9,778,000) (9,181,000)
--------------- --------------
Total accumulated benefit obligation (113,215,000) (97,869,000)
Effect of projected future compensation increases (16,322,000) (11,299,000)
--------------- --------------
Total actuarial projected benefit obligation (129,537,000) (109,168,000)
--------------- --------------
Assets (less than) projected obligation $ (19,193,000) $ (2,830,000)
=============== ==============
Consisting of:
Amounts to be offset against (charged to) future pension costs
Remaining assets in excess of obligation existing at
adoption of SFAS 87 in 1986 $ 10,313,000 $ 11,493,000
Unrecognized actuarial loss due to differences in
assumptions and actual experience (21,302,000) (11,161,000)
Unrecognized prior service cost 10,011,000 11,194,000
Accrued pension costs (18,215,000) (14,356,000)
--------------- --------------
$ (19,193,000) $ (2,830,000)
=============== ==============
</TABLE>

The projected unit credit method was used to determine the actuarial
present value of the accumulated benefit obligation and the projected benefit
obligation. The discount rate used was 7.75% in 1994, 1993 and 1992 and the
rate of increase in future compensation levels used was 5.5% in each year. The
expected long-term rate of return on assets used was 10% in 1994 and 12% in
1993 and 1992. The plans invest primarily in marketable securities and time
deposits.

Net pension costs were as follows:

<TABLE>
<CAPTION>
- - - -------------------------------------------------------------------------------------------------------
1994 1993 1992
--------------------------------------------------
<S> <C> <C> <C>
Defined benefit plans
Benefits earned during the year $ 16,866,000 $ 18,410,000 $ 14,584,000
Interest accrued on benefits earned
in prior years 9,655,000 8,663,000 6,467,000
Actual return on plan assets 378,000 (14,355,000) (9,664,000)
Net amortization and deferral (13,356,000) 3,063,000 (1,119,000)
------------ ------------ -------------
Net pension costs from defined
benefit plans 13,543,000 15,781,000 10,268,000
Defined contribution plans 8,407,000 3,326,000 5,892,000
Multi-employer pension plans 12,412,000 10,285,000 8,776,000
------------ ------------ -------------
Net pension costs $ 34,362,000 $ 29,392,000 $ 24,936,000
============ ============ =============
</TABLE>

SYSCO also has a Management Incentive Plan that compensates key
management personnel for specific performance achievements. The awards under
this plan were $12,508,000 in 1994, $11,725,000 in 1993 and $8,026,000 in 1992.
In addition to the company's defined benefit plan, participants in the
Management Incentive Plan will receive benefits upon retirement under a
Supplemental Executive Retirement Plan. This plan is a nonqualified,
unfunded supplementary retirement plan for which SYSCO has purchased
life insurance on the

27
<PAGE> 29

lives of the participants with carrying values of $33,199,000 at July 2, 1994
and $26,740,000 at July 3, 1993. The company is the sole owner and beneficiary
of such policies. The periodic pension costs of this plan were $3,109,000 in
1994 and $2,996,000 in 1993. The actuarially determined accumulated benefit
obligation for this plan included in accrued expenses was $16,558,000 at July
2, 1994 and $13,898,000 at July 3, 1993. After taking into consideration the
effect of future compensation increases, the projected benefit obligation of
this plan was $23,941,000 at July 2, 1994 and $19,224,000 at July 3, 1993.

SYSCO has an Employees' Stock Purchase Plan which permits employees
(other than directors) who have been employed for at least one year to invest
by means of periodic payroll deductions in SYSCO common stock at 85% of the
closing price on the last business day of each fiscal quarter. During 1994,
579,916 shares of SYSCO common stock were purchased by the participants as
compared to 538,923 purchased in 1993 and 514,392 purchased in 1992. The total
number of shares which may be sold pursuant to the plan may not exceed
12,000,000 shares of which 1,691,079 remained available at July 2, 1994.

At the beginning of fiscal 1994, SYSCO implemented SFAS 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions." This
statement requires that the cost of retiree benefits other than pensions be
recognized in the financial statements during the years the employee provides
services. In the prior years, the company's portion of the cost of these
benefits has been expensed under the pay-as-you-go method. SYSCO provides
postretirement health care benefits to eligible retired employees and their
dependents. This accounting change had no significant effect on net earnings or
financial condition in fiscal 1994.

Net periodic postretirement benefit cost for fiscal 1994 was as
follows:

<TABLE>
<S> <C>
- - - ----------------------------------------------------------------------------------
Service cost-benefits earned during the period $238,000
Interest cost 280,000
Amortization of transition obligation 173,000
--------
Net periodic postretirement benefit cost $691,000
========
</TABLE>

The components of the postretirement benefit obligation, included in
accrued expenses at July 2, 1994 were:

<TABLE>
<S> <C>
- - - ----------------------------------------------------------------------------------
Retirees $ 589,000
Fully eligible active participants 1,588,000
Other active employees 2,420,000
------------
Accumulated postretirement benefit obligation 4,597,000
Unrecognized net loss and effects of changes in assumptions (123,000)
Unrecognized prior service cost (1,095,000)
Unrecognized transition obligation (3,250,000)
------------
Accrued postretirement benefit liability $ 129,000
============
</TABLE>

The discount rate used to determine the accumulated postretirement
benefit obligation was 8%. A health care cost trend rate is not used in the
calculations because SYSCO subsidizes the cost of postretirement medical
coverage by a fixed dollar amount with the retiree responsible for the cost of
coverage in excess of the subsidy, including all future cost increases.

The Financial Accounting Standards Board (FASB) has issued an
Accounting Standard, which when effective, will require the recognition of
certain benefits paid to former or inactive employees after employment but
before retirement. SYSCO will recognize the provisions of the FASB Standard in
its fiscal year ending July 1, 1995. If the Standard had been adopted in fiscal
1994, the effects on net earnings or financial condition would not be
significant.

CONTINGENCIES

SYSCO is engaged in various legal proceedings which have arisen but have not
been fully adjudicated. These proceedings, in the opinion of management, will
not have a material adverse effect upon the consolidated financial position or
results of operations of the company when ultimately concluded.

28
<PAGE> 30
QUARTERLY RESULTS (UNAUDITED)

Financial information for each quarter in the years ended July 2, 1994 and
July 3, 1993:

<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
Quarter Ended
1994 ---------------------------------------------------------------
(In thousands except for share data) October 2 January 1 April 2 July 2 Fiscal Year
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $ 2,709,874 $ 2,665,882 $ 2,684,854 $ 2,881,889 $ 10,942,499
Cost of sales 2,224,155 2,179,225 2,209,780 2,358,468 8,971,628
Operating expenses 389,249 384,340 391,844 403,340 1,568,773
Interest expense 9,602 10,347 7,949 8,374 36,272
Other income, net (959) (175) (496) (126) (1,756)
------------ ------------ ------------ ------------ ------------
Earnings before income taxes 87,827 92,145 75,777 111,833 367,582
Income taxes 39,767 36,582 30,083 44,398 150,830
------------ ------------ ------------ ------------ ------------
Net earnings $ 48,060 $ 55,563 $ 45,694 $ 67,435 $ 216,752
============ ============ ============ ============ ============
Per share:
Earnings $ .26 $ .30 $ .25 $ .37 $ 1.18
Cash dividends .07 .07 .09 .09 .32
Market price 30-24 31-27 29-25 26-23 31-23
</TABLE>

<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
Quarter Ended
---------------------------------------------------------------
1993 July 3 Fiscal Year
(In thousands except for share data) September 26 December 26 March 27 (14 Weeks) (53 Weeks)
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $ 2,415,827 $ 2,392,345 $ 2,399,326 $ 2,814,015 $ 10,021,513
Cost of sales 1,987,820 1,961,447 1,968,664 2,307,344 8,225,275
Operating expenses 345,632 341,758 351,825 388,179 1,427,394
Interest expense 9,608 9,769 9,369 10,258 39,004
Other income, net (773) 103 (661) (806) (2,137)
------------ ------------ ------------ ------------ ------------
Earnings before income taxes 73,540 79,268 70,129 109,040 331,977
Income taxes 28,681 30,914 27,350 43,225 130,170
------------ ------------ ------------ ------------ ------------
Net earnings $ 44,859 $ 48,354 $ 42,779 $ 65,815 $ 201,807
============ ============ ============ ============ ============
Per share:
Earnings $ .24 $ .26 $ .23 $ .35 $ 1.08
Cash dividends .06 .06 .07 .07 .26
Market price 27-24 28-24 27-23 27-22 28-22

- - - ------------------------------------------------------------------------------------------------------------------------------------
Percentage increases -- 1994 vs 1993:
Sales 12% 11% 12% 2% 9%
Earnings before income taxes 19 16 8 3 11
Net earnings 7 15 7 2 7
Earnings per share 8 15 9 6 9
</TABLE>

29
<PAGE> 31
PART III

The information required by Items 10, 11, 12 and 13 is included in the
Company's definitive proxy statement which will be filed pursuant to Regulation
14A under the Securities Exchange Act of 1934 no later than 120 days after the
close of the 1994 fiscal year, and said proxy statement is hereby incorporated
by reference thereto.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning Executive Officers is included in Part I (Item 4A) of
this Form 10-K (page 8).

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Disclosures regarding related transactions are included in the definitive proxy
statement on page 14 under the caption "Compensation Committee Interlocks and
Insider Participation."

30
<PAGE> 32
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K

(a) The following documents are filed, or incorporated by
reference, as part of this Form 10-K:

1. All financial statements. See index to Consolidated
Financial Statements on page 14 of this Form 10-K.

2. Financial Statement Schedules. See page 14 of this
Form 10-K.

3. Exhibits.

3(a) Restated Certificate of Incorporation, as
amended, hereby incorporated by reference to
Form 10-K for the year ended June 29, 1991.

3(b) BYLAWS, AS AMENDED.

4(a) Competitive Advance and Revolving Credit
Facility Agreement dated as of July 27,
1988, as amended February 14, 1989 and May 1,
1989 hereby incorporated by reference to the
Form 10-K for the year ended July 1, 1989.

Agreement and Third Amendment to Competitive
Advance and Revolving Credit Facility and
Modification of Notes dated as of January 2,
1990 hereby incorporated by reference to Form
10-K for the year ended June 30, 1990.

AGREEMENT AND FOURTH AMENDMENT TO COMPETITIVE
ADVANCE AND REVOLVING CREDIT FACILITY
AGREEMENT, DATED AS OF JANUARY 31, 1994.

4(b) Sysco Corporation Note Agreement dated as of
June 1, 1989 hereby incorporated by
reference to the Form 10-K for the year
ended July 1, 1989.

4(c) Indenture, dated as of October 1, 1989,
between Sysco Corporation and Chemical Bank,
Trustee hereby incorporated by reference to
Registration Statement on Form S-3 (File No.
33-31227).

31
<PAGE> 33
10(a) Amended and restated Sysco Corporation
Executive Deferred Compensation Plan
incorporated by reference to Form 10-K for
the year ended July 3, 1993.

10(b) Amended and restated Sysco Corporation
Supplemental Executive Retirement Plan
incorporated by reference to Form 10-K for
the year ended July 3, 1993.

10(c) Sysco Corporation Employee Incentive Stock
Option Plan incorporated by reference to the
Form S-8 filed under
the Securities Act of 1933, as amended, dated
April 1, 1987, as amended.

10(d) SYSCO CORPORATION AMENDED AND RESTATED
MANAGEMENT INCENTIVE PLAN (SUBJECT TO
APPROVAL BY STOCKHOLDERS AT 1994 ANNUAL
MEETING).

10(e) Sysco Corporation 1991 Stock Option Plan
incorporated by reference to Form 10-K for
the year ended June 27, 1992.

11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

21 SUBSIDIARIES OF THE REGISTRANT

23 INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

27 FINANCIAL DATA SCHEDULE

(b) Reports on Form 8-K

None

32
<PAGE> 34
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Sysco Corporation has duly caused this Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 2nd day of
September, 1994.

SYSCO CORPORATION

By /s/ JOHN F. WOODHOUSE
John F. Woodhouse
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated and on the date indicated above.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS:

/s/ JOHN F. BAUGH Senior Chairman of the
John F. Baugh Board of Directors

/s/ JOHN K. STUBBLEFIELD, JR. Senior Vice President,
John K. Stubblefield, Jr. Chief Financial Officer & Controller

33
<PAGE> 35
DIRECTORS:

/s/ JOHN W. ANDERSON /s/ BILL M. LINDIG
John W. Anderson Bill M. Lindig

/s/ JOHN F. BAUGH /s/ RICHARD G. MERRILL
John F. Baugh Richard G. Merrill

_________________________ /s/ DONALD H. PEGLER, JR.
Colin G. Campbell Donald H. Pegler, Jr.

/s/ CHARLES H. COTROS /s/ FRANK H. RICHARDSON
Charles H. Cotros Frank H. Richardson

/s/ FRANK A. GODCHAUX III /s/ JAMES A. SCHLINDWEIN
Frank A. Godchaux III James A. Schlindwein

/s/ JONATHAN GOLDEN /s/ PHYLLIS SHAPIRO SEWELL
Jonathan Golden Phyllis Shapiro Sewell

/s/ HERBERT IRVING /s/ THOMAS B. WALKER, JR.
Herbert Irving Thomas B. Walker, Jr.

/s/ DONALD J. KELLER /s/ JOHN F. WOODHOUSE
Donald J. Keller John F. Woodhouse
Director and
Chief Executive Officer

34
<PAGE> 36
SYSCO CORPORATION AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
BALANCE AT OTHER CHANGES- BALANCE
BEGINNING ADDITIONS RETIREMENT ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD AT COST OR SALES DESCRIBE OF PERIOD
-------------- -------------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JUNE 27, 1992
------------------------

Land.................................. $ 63,903,000 $ 6,348,000 $ (1,351,000) $ 400,000 (A) $ 69,300,000

Buildings and improvements............ 498,386,000 57,621,000 (20,091,000) 5,024,000 (A) 540,940,000

Machinery, fixtures and equipment..... 495,699,000 70,321,000 (18,195,000) 944,000 (A) 548,769,000
-------------- ------------ ------------ ------------ --------------
TOTALS $1,057,988,000 $134,290,000 $(39,637,000) $ 6,368,000 $1,159,009,000
============== ============ ============ ============ ==============

YEAR ENDED JULY 3, 1993
-----------------------

Land.................................. $ 69,300,000 $ 3,265,000 $ (2,362,000) $ 51,000 (A) $ 70,254,000

4,077,000 (A)
Buildings and improvements............ 540,940,000 33,300,000 (1,116,000) (11,048,000) (B) 566,153,000

6,364,000 (A)
Machinery, fixtures and equipment..... 548,769,000 91,314,000 (21,811,000) (5,453,000) (B) 619,183,000
-------------- ------------ ------------ ------------ --------------
TOTALS $1,159,009,000 $127,879,000 $(25,289,000) $ (6,009,000) $1,255,590,000
============== ============ ============ ============ ==============

YEAR ENDED JULY 2, 1994
-----------------------

Land.................................. $ 70,254,000 $ 11,719,000 $ (40,000) $ 81,933,000

Buildings and improvements............ 566,153,000 39,759,000 (2,080,000) $ 3,154,000 (A) 606,986,000

Machinery, fixtures and equipment..... 619,183,000 110,007,000 (25,519,000) 14,739,000 (A) 718,410,000
-------------- ------------ ------------ ------------ --------------
TOTALS $1,255,590,000 $161,485,000 $(27,639,000) $ 17,893,000 $1,407,329,000
============== ============ ============ ============ ==============
</TABLE>

(A) Allocation of purchase price to plant and equipment at date of
acquisition of companies purchased in the fiscal year.
(B) Allocation of cost of plant and equipment at date of sale of business
sold in the fiscal year.

S-1
<PAGE> 37
SYSCO CORPORATION AND SUBSIDIARIES

SCHEDULE VI -- ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PLANT AND EQUIPMENT

<TABLE>
<CAPTION> ADDITIONS
BALANCE AT CHARGED TO OTHER CHANGES- BALANCE
BEGINNING COSTS AND RETIREMENT ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD EXPENSES OR SALES DESCRIBE OF PERIOD
-------------- -------------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JUNE 27, 1992
------------------------

Buildings and improvements........... $ 95,796,000 $ 25,078,000 $ (7,620,000) $ 22,000 (A) $113,276,000

Machinery, fixtures and equipment.... 263,091,000 63,349,000 (15,710,000) 580,000 (A) 311,310,000
------------ ------------ ------------ ----------- ------------
TOTALS.............. $358,887,000 $ 88,427,000 $(23,330,000) $ 602,000 $424,586,000
============ ============ ============ =========== ============
YEAR ENDED JULY 3, 1993
-----------------------

$ 740,000 (A)
Buildings and improvements........... $113,276,000 $ 25,464,000 $ (861,000) (5,680,000) (B) $132,939,000

4,987,000 (A)
Machinery, fixtures and equipment.... 311,310,000 69,524,000 (19,292,000) (3,735,000) (B) 362,794,000
------------ ------------ ------------ ----------- ------------
TOTALS.............. $424,586,000 $ 94,988,000 $(20,153,000) $(3,688,000) $495,733,000
============ ============ ============ =========== ============
YEAR ENDED JULY 2, 1994
-----------------------

Buildings and improvements........... $132,939,000 $ 28,396,000 $ (1,139,000) $ 2,251,000 (A) $162,447,000

Machinery, fixtures and equipment.... 362,794,000 78,820,000 (23,807,000) 9,854,000 (A) 427,661,000
------------ ------------ ------------ ----------- ------------
TOTALS.............. $495,733,000 $107,216,000 $(24,946,000) $12,105,000 $590,108,000
============ ============ ============ =========== ============
</TABLE>

(A) Allocation to plant and equipment at date of acquisition of companies
purchased in the fiscal year.
(B) Allocation of cost to plant and equipment at date of sale of business
sold in the fiscal year.

S-2
<PAGE> 38
SYSCO CORPORATION AND SUBSIDIARIES

SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Balance at Charged to Charged to Balance at
Beginning Costs and Other Accounts Deductions End of
Description of Period Expenses Describe (1) Describe Period
----------- ---------- ---------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Allowance
For year ended for doubtful $14,377,000 (2)
June 27, 1992......... accounts $13,583,000 $14,422,000 $ 75,000 30,000 (3) $13,673,000

Allowance
For year ended for doubtful $13,163,000 (2)
July 3, 1993.......... accounts $13,673,000 $14,312,000 $ 350,000 50,000 (3) $15,122,000

Allowance
For year ended for doubtful
July 2, 1994.......... accounts $15,122,000 $17,918,000 $ 250,000 $17,291,000 (2) $15,999,000
</TABLE>

(1) Allowance accounts added from acquisitions.
(2) Customer accounts written off, net of recoveries.
(3) Allowance accounts deducted due to sales of businesses.

S-3
<PAGE> 39
SYSCO CORPORATION AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS

<TABLE>
<CAPTION>
WEIGHTED MAXIMUM AVERAGE AMOUNT WEIGHTED AVERAGE
BALANCE AT AVERAGE AMOUNT OUTSTANDING INTEREST RATE
CATEGORY OF AGGREGATE END INTEREST OUTSTANDING DURING THE DURING THE
SHORT-TERM BORROWINGS OF PERIOD RATE DURING THE PERIOD PERIOD (3) PERIOD (3)
--------------------- ---------- -------- ----------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JUNE 27, 1992
------------------------

Bank credit lines (1)............. $ 2,057,000 5.93% $ 65,500,000 $ 18,198,000 5.57%

Commercial paper (2).............. 127,588,000 3.86 250,200,000 160,692,000 5.07

Revolving loan agreement (2)...... -- -- 35,000,000 11,814,000 5.95

YEAR ENDED JULY 3, 1993
-----------------------

Bank credit lines (1)............. $ 6,609,000 4.90% $ 66,800,000 $ 22,717,000 3.65%

Commercial paper (2)............. 218,778,000 3.22 250,000,000 165,543,000 3.36

Revolving loan agreement (2)...... -- -- -- -- --

YEAR ENDED JULY 2, 1994
-----------------------

Bank credit lines (1)............. $ 5,247,000 6.17% $ 125,100,000 $ 47,534,000 3.65%

Commercial paper (2)............. 273,800,000 4.41 300,000,000 255,056,000 3.50

Revolving loan agreement (2)...... -- -- -- -- --
</TABLE>

(1) Bank credit lines primarily reflect the overnight funding of working
capital requirements.

(2) The Company currently maintains a $300,000,000 revolving credit facility
with a group of banks, which supports the commercial paper program and
provides short-term fundings as requested. Borrowings under the
commercial paper program and the revolving loan agreement are issued
with specific maturity dates, generally one to three months. The
revolving credit facility expires in fiscal 1997.

(3) Average amounts outstanding and weighted average interest rates were
computed based upon the weighted average of short-term borrowings and
related interest rates during the period.

S-4
<PAGE> 40
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
3(a) Restated Certificate of Incorporation, as amended, hereby
incorporated by reference to Form 10-K for the year ended
June 29, 1991.

3(b) BYLAWS, AS AMENDED.

4(a) Competitive Advance and Revolving Credit Facility
Agreement dated as of July 27, 1988, as amended
February 14, 1989 and May 1, 1989 hereby incorporated
by reference to the Form 10-K for the year ended
July 1, 1989.

Agreement and Third Amendment to Competitive Advance
and Revolving Credit Facility and Modification of Notes
dated as of January 2, 1990 hereby incorporated by reference
to Form 10-K for the year ended June 30, 1990.

AGREEMENT AND FOURTH AMENDMENT TO COMPETITIVE
ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT,
DATED AS OF JANUARY 31, 1994.

4(b) Sysco Corporation Note Agreement dated as of June 1,
1989 hereby incorporated by reference to the Form 10-K
for the year ended July 1, 1989.

4(c) Indenture, dated as of October 1, 1989, between Sysco
Corporation and Chemical Bank, Trustee hereby
incorporated by reference to Registration Statement on
Form S-3 (File No. 33-31227).

10(a) Amended and restated Sysco Corporation Executive
Deferred Compensation Plan incorporated by reference to
Form 10-K for the year ended July 3, 1993.

10(b) Amended and restated Sysco Corporation Supplemental
Executive Retirement Plan incorporated by reference to
Form 10-K for the year ended July 3, 1993.
</TABLE>
<PAGE> 41

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
10(c) Sysco Corporation Employee Incentive Stock Option Plan
incorporated by reference to the Form S-8 filed under the
Securities Act of 1933, as amended, dated April 1, 1987,
as amended.

10(d) SYSCO CORPORATION AMENDED AND RESTATED MANAGEMENT INCENTIVE
PLAN (SUBJECT TO APPROVAL BY STOCKHOLDERS AT 1994 ANNUAL MEETING).

10(e) Sysco Corporation 1991 Stock Option Plan incorporated
by reference to Form 10-K for the year ended June 27, 1992.

11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

21 SUBSIDIARIES OF THE REGISTRANT

23 INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

27 FINANCIAL DATA SCHEDULE
</TABLE>

<PAGE> 1
BY - LAWS
OF
SYSCO CORPORATION
(A DELAWARE CORPORATION)

EXHIBIT 3(b)

ARTICLE I
STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in
the corporation shall be entitled to have a certificate signed by, or in the
name of, the corporation by the Chairman or Vice-Chairman of the Board of
Directors or the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation certifying the number of shares owed by him in the corporation.
Any or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock, and
whenever the corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by
the General Corporation Law. Any restrictions on the transfer or registration
of transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of any
lost, stolen, or destroyed certificate, or his legal representative, to give
the corporation a bond sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new
certificate.

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<PAGE> 2
2. FRACTIONAL SHARE INTERESTS. The corporation shall not issue
fractions of a share. In lieu thereof it shall either pay in cash the fair
value of fractions of a share, as determined by the Board of Directors, to
those entitled thereto or issue scrip or fractional warrants in registered or
bearer form over the manual or facsimile signature of an officer of the
corporation or of its agent, exchangeable as therein provided for full shares,
but such scrip or fractional warrants shall not entitle the holder to any
rights of a stockholder except as therein provided. Such scrip or fractional
warrants may be issued subject to the condition that the same shall become void
if not exchanged for certificates representing full shares of stock before a
specified date, or subject to the condition that the shares of stock for which
such scrip or fractional warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of such scrip
or fractional warrants, or subject to any other conditions which the Board of
Directors may determine.

3. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if
any, transfers or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the corporation, in
accordance with the terms and procedures as outlined in The Uniform Stock
Transfer Act.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to or dissent
from any corporate action in writing without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the directors may fix, in advance, a date as the
record date for any such determination of stockholders. Such date shall not be
more than sixty days nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is
fixed, the record date for the determination of stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held; the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. When a determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided in this paragraph, such determination
shall apply to any adjournment thereof; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

5. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock"
or "shares of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders

- 2 -
<PAGE> 3
of record of outstanding shares of stock when the corporation is authorized to
issue only one class of shares of stock, and said reference is also intended to
include any outstanding share or shares of stock and any holder or holders of
record of outstanding shares of stock of any class upon which or upon whom the
certificate of incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the certificate of
incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided,
however, that no such right shall vest in the event of an increase or a
decrease in the authorized number of shares of stock of any class or series
which is otherwise denied voting rights under the provisions of the certificate
of incorporation.

6. STOCKHOLDER MEETINGS.

- Time. The first annual meeting shall be held on the
second Friday in October, 1970; and each successive annual meeting shall be
held on the date and at the time and place fixed, from time to time, by the
directors, and if no date has been set by the directors, then on the first
Friday in November in each year, unless said date falls on a legal holiday, in
which case the meeting shall be held on the secular day next following. A
special meeting shall be held on the date and at the time fixed by the
directors.

- Place. Annual meetings and special meetings shall be
held at such place, within or without the State of Delaware, as the directors
may, from time to time fix. Whenever the directors shall fail to fix such
place, the meeting shall be held at the registered office of the corporation in
the State of Delaware.

- Call. Annual meetings and special meetings may be called
by the Chairman of the Board or by the directors or by any officer instructed
by the directors to call the meeting.

- Notice Or Waiver Of Notice. Written notice of all
meetings shall be given, stating the place, date, and hour of the meeting and
stating the place within the city or other municipality or community at which
the list of stockholders of the corporation may be examined. The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall, (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called. If any action is proposed
to be taken which would, if taken, entitle stockholders to receive payment for
their shares of stock, the notice shall include a statement of that purpose and
to that effect. Except as otherwise provided by the General Corporation Law, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than fifty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at his record address or at such other address

- 3 -
<PAGE> 4
which he may have furnished by request in writing to the Secretary of the
corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States mail. If a meeting is adjourned
to another time, not more than thirty days hence, and/or to another place, and
if an announcement of the adjourned time and/or place is made at the meeting,
it shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice by him before or after the time stated therein. Attendance of a person
at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in any written waiver of notice.

- Stockholder List. The officer who has charge of the
stock ledger or the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at the place within the city or other municipality
or community where the meeting is to be held, which location shall be specified
in the notice of the meeting, or if not so specified, at the location where the
meeting is to be held. The list shall also be produced and kept at the time
and at the location where the meeting is to be held. The list shall also be
produced and kept at the time and at the location of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who the stockholders entitled
to examine the stock ledger, the list required by this section, or the books of
the corporation, or to vote at any meeting of stockholders.

- Conduct Of Meeting. Meetings of the stockholders shall
be presided over by one of the following officers in the order of seniority and
if present and acting - the Chairman of the Board, the President, a
Vice-President, or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the stockholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but if neither the Secretary nor an Assistant Secretary is
present the Chairman of the meeting shall appoint a secretary of the meeting.

- Proxy Representation. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as

- 4 -
<PAGE> 5
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.

- Inspectors And Judges. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any
adjournment thereof. If an inspector or inspectors or judge or judges are not
appointed, the person presiding at the meeting may, but need not, appoint one
or more inspectors or judges. In case any person who may be appointed as an
inspector or judge fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the meeting
by the person presiding thereat. Each inspector or judge, if any, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector or judge at such meeting with
strict impartiality and according to the best of his ability. The inspectors
or judges, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspector or inspectors or
judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them and execute a certificate of any
fact found by him or them.

- Quorum. The holders of thirty-five percent (35%) of the
shares entitled to vote shall constitute a quorum at a meeting of stockholders
for the transaction of any business. The stockholders present may adjourn the
meeting despite the absence of a quorum.

- Voting. Except as may otherwise be provided in the
certificate of incorporation, or in a resolution of the Board of Directors in
accordance with Section 151 of the General Corporation Law of Delaware, each
share of stock shall entitle the holder thereof to one vote. In the election
of directors, a plurality of the votes cast shall elect. Any other action
shall be authorized by a majority of the votes cast except where the General
Corporation Law prescribes a different percentage of votes and/or a different
exercise of voting power. In the election of directors, voting need not be by
ballot. Voting by ballot shall not be required for any other corporate action
except as otherwise provided by the General Corporation Law.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled
to vote upon the action if such meeting were held shall consent in writing to
such corporate action being taken; or if less than all of said stockholders,
but not less than those having at least the

- 5 -
<PAGE> 6
minimum voting power required to take corporate action under the provisions
of the General Corporation law, shall consent in writing to such corporate
action; provided that prompt notice be given to all stockholders of the taking
of such action without a meeting and by less than unanimous written consent.

ARTICLE II
DIRECTORS

1. FUNCTIONS AND DEFINITION. The business of the corporation
shall be managed by the Board of Directors of the corporation. The use of the
phrase "whole board" herein refers to the total number of directors which the
corporation would have if there were no vacancies.

2. QUALIFICATION AND NUMBER. The property, affairs and
business of the corporation shall be managed by its board of directors,
consisting of not less than three nor more than sixteen persons, with the exact
number of directors determined from time to time by the board of directors. A
director need not be a stockholder, a citizen of the United States or a
resident of the State of Delaware.

The directors shall be divided into three classes. The
first class (Class I) shall consist of five directors and the term of office of
such class shall expire at the next Annual Meeting of Stockholders in 1978.
The second class (Class II) shall consist of five directors and the term of
office of such class shall expire at the Annual Meeting of Stockholders in
1979. The third class (Class III) shall consist of five directors and the term
of office of such third class shall expire at the Annual Meeting of
Stockholders in 1980. At the Annual Meeting of Stockholders in 1977, five
directors shall be elected as Class III directors whose term of office shall
expire at the Annual Meeting of Stockholders in 1980, one director shall be
elected as a Class I director whose term of office shall expire at the Annual
Meeting of Stockholders in 1978, and one director shall be elected as a Class
II director whose term of office shall expire at the Annual Meeting of
Stockholders in 1979. Should the number of directors be increased or decreased
in the future, no class of directors shall have more than one director more
than any other class of directors. At each annual election commencing at the
Annual Meeting of Stockholders in 1978, the successors to the class of
directors whose term expires at that time shall be elected to hold office for
the term of three years to succeed those whose term expires, so that the term
of office of one class of directors shall expire in each year. Each director
shall hold office for the term for which he is elected or appointed or until
his successor shall be elected and qualified, or until his death, removal or
resignation. Newly created directorships resulting from an increase in the
number of directors by action of the Board of Directors, may be filled by the
Board of Directors at the meeting at which the number of directors is
increased, or any subsequent meeting of the directors, by a majority of the
directors then in office, although less than a quorum, or by the stockholders
at a meeting called for the purpose of electing directors.

- 6 -
<PAGE> 7
3. ELECTION AND TERM. The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation,
shall be elected by the incorporator or incorporators and shall hold office
until the first annual meeting of stockholders and until their successors have
been elected and qualified or until their earlier resignation or removal and
shall serve staggered terms as provided for in ARTICLE II, Paragraph 2 of these
By - Laws. Any director may resign at any time upon written notice to the
corporation. Thereafter, directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the term of office to
which they are elected or until their successors have been elected and
qualified or until their earlier resignation or removal. In the interim
between annual meetings of stockholders or of special meetings of stockholders
called for the election of directors and/or for the removal of one or more
directors and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including vacancies
resulting from the removal of directors for cause or without cause, may be
filled only for the remainder of the term of the director or directors whose
term he or they may fill, by the vote of a majority of the remaining directors
then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- Time. Meetings shall be held at such time as the Board
shall fix except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble.

- Place. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board.

- Call. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, or the President, or of a
majority of the directors in office.

- Notice Or Actual Or Constructive Waiver. No notice shall
be required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings upon three days' notice for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the purpose of
the meeting. Any requirement of furnishing a notice shall be waived by any
director who signs a written waiver of such notice before or after the time
stated therein.

- Quorum And Action. A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided, that such majority shall constitute at least one-third of the whole
Board. A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as herein
otherwise provided, and except as otherwise provided by the General

- 7 -
<PAGE> 8
Corporation Law, the act of the Board shall be the act by vote of a majority of
the directors present at a meeting, a quorum being present. The quorum and
voting provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these By - Laws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board.

- Chairman Of The Meeting. The Chairman of the Board, and
if present and acting, shall preside at all meetings. Otherwise, the
President, if present and acting, or any other Director chosen by the Board,
shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause or without cause by the stockholders. One or more of the
directors may be removed for cause by the Board of Directors.

6. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
including an Executive Committee, each committee to consist of two or more of
the directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to
the extent provided in the resolution of the Board, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it. In the absence or disqualification
of any member of any such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

7. ACTION IN WRITING. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.

ARTICLE III
OFFICERS

The directors shall elect a Chairman of the Board, a President, a
Secretary, and a Treasurer, and may elect a Vice-Chairman thereof, and one or
more Vice-Presidents, Assistant Secretaries, and Assistant Treasurers, and may
elect or appoint such other officers and agents as are desired. The President
may but need not be a director. Any number of offices may be held by the same
person. In the absence, disqualification, death or removal of the Chairman of
the Board, the Vice Chairman, the President, or any other director chosen by
the Board, shall serve in lieu of the said Chairman. The

- 8 -
<PAGE> 9
Chairman of the Board shall be an ex officio member of all standing committees
unless otherwise provided in the resolution appointing such committees. The
Chairman of the Board shall have power to call meetings of the shareholders and
directors of the corporation and shall have the power to act as chairman of
such meetings.

Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of stockholders and until his
successor has been elected and qualified. Any officer may resign at any time
upon written notice.

The Chairman, if any, of the Board of Directors shall preside at all
meetings of stockholders and directors. Except where by law the signature of
the President is required, he shall possess the same power as the President to
sign all certificates, contracts and other instruments of the corporation which
may be authorized by the Board of Directors. During the absence or disability
of the President he shall exercise all the powers and discharge all the duties
of the President.

The President, in the absence of the Chairman of the Board, shall
preside at all meetings of stockholders and directors, shall have general
supervision of the affairs of the corporation, shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors; shall make reports to the Board of Directors and
stockholders and perform all such other duties as are incident to his office or
are properly required of him by the Board of Directors.

The Vice Presidents, during the absence or disability of the President
and the Chairman of the Board of Directors, in the order designated by the
Board of Directors, shall exercise all the functions of the President. Each
Vice President shall have such powers and discharge such duties as may be
assigned to him from time to time by the Board of Directors.

The Secretary shall issue notice of all meetings of stockholders and
directors, shall keep minutes of all meetings, shall have charge of the seal of
the corporation and the corporate books, and shall make such reports and
perform such other duties as are incident to his office, or are properly
required of him by the Board of Directors.

The Treasurer shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation in payment of the just demands against the corporation
or as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors from time to time as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties
incident to his office or that are properly required of him by the Board of
Directors.

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<PAGE> 10
The Assistant Treasurers, in the order of their seniority, shall, in
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer, and shall perform such other duties as the Board of
Directors shall prescribe.

In the case of absence or inability to act of any officer of the
corporation and of any person herein authorized to act in his place, the Board
of Directors may, from time to time, delegate the powers or duties of such
officer to any other officer or any director or other person whom it may
select.

Vacancies in any office arising from any cause may be filled by the
directors at any regular or special meeting.

The Board of Directors may appoint such other officers and agents as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

The Board of Directors may remove any officer for cause or without
cause.

ARTICLE IV
CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors
shall prescribe. The corporation seal may be a facsimile seal, if the Board
shall so determine.

ARTICLE V
FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

ARTICLE VI
CONTROL OVER BY - LAWS

The power to amend, alter, and repeal these By - Laws and to adopt new
By - Laws shall be vested in the Board of Directors; provided, that the Board
of Directors may delegate such power, in whole or in part, to the stockholders;
and provided, further, that any By - Law, other than an initial By - Law, which
provides for the election of directors by classes for staggered terms shall be
adopted by the stockholders.

- 10 -
<PAGE> 11
ARTICLE VII
INDEMNIFICATION

(a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee, or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (c) of this Article VII hereof
with respect to proceedings to enforce rights to indemnification, the
corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation.

(b) Right to Advancement of Expenses. The right to
indemnification conferred in paragraph (a) of this Article VII shall include
the right to be paid by the corporation the expenses incurred in defending any
proceeding for which such right to indemnification is applicable in advance of
its final disposition (hereinafter an "advancement of expenses"; provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon the delivery to the corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Article VII or otherwise.

(c) Right of Indemnitee to Bring Suit. The rights to
indemnification and to the advancement of expenses conferred in paragraphs (a)
and (b) of this Article VII shall be contract rights. If a claim under
paragraph (a) or (b) of this Article VII is not paid in

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<PAGE> 12
full by the corporation within sixty days after a written claim has been
received by the corporation, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses), it shall be a defense that the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. In any suit by the corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
corporation shall be entitled to recover such expenses upon a final
adjudication that the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the corporation (including its Board of Directors, independent legal
counsel or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by
the indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article VII or otherwise shall be on the corporation.

(d) Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article VII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the corporation's certificate of incorporation, by - law,
agreement, vote of stockholders or disinterested directors or otherwise.

(e) Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

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<PAGE> 1
EXHIBIT 4(a)

AGREEMENT AND FOURTH AMENDMENT
TO
COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT

THIS AGREEMENT AND FOURTH AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (this "Amendment") dates as of January 31,
1994 is among SYSCO CORPORATION, a Delaware corporation (the "Company"), the
banks listed on the signature pages hereof (the "Banks"), TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, a national banking association, as agent for the Banks
(in such capacity, the "Agent"), and CHEMICAL BANK, a New York banking
corporation, as auction administration agent (in such capacity, the "Auction
Administration Agent").

PRELIMINARY STATEMENT

The Company, the Banks, certain other banks, the Agent and the
Auction Administration Agent have entered into a Competitive Advance and
Revolving Credit Facility Agreement dated as of July 27, 1988 as modified by an
Agreement and First Amendment to Competitive Advance and Revolving Credit
Facility Agreement dated as of February 14, 1989, by an Agreement and Second
Amendment to Competitive Advance and Revolving Credit Facility Agreement and
Modification of Notes dated as of May 1, 1989 and by an Agreement and Third
Amendment to Competitive Advance and Revolving Credit Facility Agreement and
Modification of Notes dated as of January 2, 1990 (said Competitive Advance and
Revolving Credit Facility Agreement as so modified and amended as being the
"Credit Agreement"). All capitalized terms defined in the Credit Agreement and
not otherwise defined herein shall have the same meanings herein as in the
Credit Agreement. The Company, the Banks, the Agent and the Auction
Administration Agent have agreed, upon the
<PAGE> 2
terms and conditions specified herein, to amend certain of the provisions of
the Credit Agreement as hereinafter set forth:

NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Company, the Banks, the Agent and the
Auction Administration Agent hereby agree as follows:

SECTION 1. Amendments to Section 1.01 of the Credit Agreement.

(a) The following terms and related definitions are
hereby deleted from Section 1.01 of the Credit Agreement: "Current Assets,"
"Current Liabilities," "Consolidated Cash Flow" and "Consolidated Fixed
Charges."

(b) The definition of the term "Indebtedness" contained
in Section 1.01 of the Credit Agreement is hereby amended in its entirety to
read as follows:

" 'Indebtedness' when used with respect to any Person means,
without duplication, (i) all indebtedness of such Person for borrowed
money (whether by loan or the issuance and sale of debt securities) or
for the deferred purchase price of property or services (including,
without limitation, obligations, contingent or otherwise, in respect
of letters of credit, other than payment letters of credit issued to
pay for the purchase of goods by such Person in the ordinary course of
its business),(ii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property),(iii) all
Capitalized Lease Obligations, (iv) all Assurances and (v) all
Indebtedness referred to in clause (i),(ii) or (iii) above secured by
(or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or interest
in property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Indebtedness.".

SECTION 2. Amendments to Article IV of the Credit Agreement.

(a) The first sentence of Section 4.05 of the Credit
Agreement is hereby amended in its entirety to read as follows:

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<PAGE> 3
"Each Assurance and each obligation in respect of a letter of
credit (unless such letter of credit is a payment letter of credit
issued to pay for the purchase by the Company or a Subsidiary of goods
in the ordinary course of such Person's business) is listed in the
consolidated financial statements referred to in Section 4.04, in the
most recently delivered consolidated financial statements delivered
pursuant to Section 5.01(i) or on Schedule III, other than any such
Assurance or obligation which together with all such other Assurances
and obligations does not exceed 1% of Net Worth.".

(b) Section 4.18(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:

"(c) Neither the Company nor any ERISA Affiliate has
incurred, or is reasonably expected to incur, any Withdrawal Liability
to any Multiemployer Plan which would exceed in the aggregate 2% of
Net Worth.".

SECTION 3. Amendments to Article V of the Credit Agreement.

(a) Section 5.01(g) of the Credit Agreement is hereby
amended in its entirety to read as follows:

"(g) Maintenance of Insurance. Maintain, and cause each
Subsidiary to maintain, insurance with responsible, reputable and
solvent insurance companies or associations (or as to workers'
compensation or similar insurance, with an insurance fund or by
self-insurance authorized by the jurisdiction of its incorporation) in
such amounts and covering such risks as are usually insured against by
corporations of established reputation engaged in the same or similar
businesses and similarly situated, including, without limitation,
workers' compensation or similar insurance, insurance against loss by
fire or damage and public liability insurance; provided however, the
Company and any Subsidiary may, in lieu of maintaining such insurance
against losses by fire or damage and public liability insurance,
maintain a self-insurance program with respect to such losses and
liabilities. Any such program of self-insurance maintained by the
Company or any Subsidiary shall be of a type with reserves that are
appropriate, prudent and customary for corporations of similar size
engaged in the same or similar business and owning or operating
similar properties."

(b) Subsections (i) and (ii) of Section 5.01(i) of the
Credit Agreement are hereby amended in their entirety to read as follows:

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<PAGE> 4

"(i) As soon as available, and in any event within 120
days after the end of each fiscal year, (i) a copy of the annual audit
report of the Company for such fiscal year containing a Consolidated
balance sheet and Consolidated statements of income, stockholders'
equity and Consolidated cash flow for such year of the Company and the
Consolidated Subsidiaries, audited and certified by independent
certified public accountants of recognized standing; (ii) a report of
such certified public accountants stating that, in making the
examination necessary for expressing an opinion on such financial
statements, nothing came to their attention that caused them to
believe that there is in existence or has occurred any Event of
Default hereunder, or, to the extent the occurrence thereof is
ascertainable by accountants in the course of normal audit procedures,
any Default or, if such accountants shall have obtained knowledge of
any such Default or Event of Default, they shall disclose in such
report the nature thereof and the length of time it has existed; and
(iii) an Officers' Certificate of the Company (A) setting forth, in
sufficient detail, the information and computations demonstrating
whether the Company was in compliance with Sections 5.02(c) and (b)
during such fiscal year and as at the end of such fiscal year and (B)
stating that there exists no Event of Default or Default, or, if any
such Event of Default or Default exists, stating the nature thereof,
the period of existence thereof and what action the Company has taken
and proposes to take with respect thereto;

(ii) As soon as available, and in any event within 60
days after the end of each of the first three quarterly accounting
periods in each fiscal year, (i) the Consolidated balance sheet and
Consolidated statements of income and Consolidated cash flow for the
periods beginning on the first day of such fiscal year and the first
day of such quarterly accounting period and ending on the date of such
balance sheet, setting forth in comparative form the corresponding
Consolidated figures for the corresponding periods of the preceding
fiscal year, all in reasonable detail, certified by a Financial
Officer of the Company as having been prepared in accordance with
generally accepted accounting principles consistently applied
throughout the period involved (except for such changes as are
disclosed in such financial statements or in the notes thereto and
concurred in by independent certified public accountants) and (ii) an
Officers' Certificate of the Company (A) setting forth, in sufficient
detail, the information and computations demonstrating whether the
Company was in compliance with Sections 5.02(c) and (b) during the
periods covered by the financial reports then being furnished and as
of the end of such periods and (B) stating that there exists no Event
of Default or Default, or, if any such Event of Default or Default
exists, stating the nature thereof, the period of existence thereof
and what action the Company has taken and proposes to take with
respect thereto;".

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<PAGE> 5
"(vi) Within ten Business Days after the Company obtains
knowledge thereof, notice of any litigation or governmental proceeding
pending against the Company or any Subsidiary which, individually or
in the aggregate, might otherwise materially adversely affect the
business, operations or condition, financial or otherwise, of the
Company and the Consolidated Subsidiaries taken as a whole or the
ability of the Company to perform its obligations under this Agreement
or the Notes;".

SECTION 4. Amendments to Section 5.02 of the Credit Agreement.

(a) Clause (i) of Section 5.02(a) of the Credit
Agreement is hereby amended in its entirety to read as follows:

"(i) the Liens existing on the date hereof and listed on
Schedule V, or if not so listed, secure obligations which in the
aggregate for the Company and its Subsidiaries do not exceed 20% of
Net Worth;".

(b) Section 5.02(d) of the Credit Agreement is hereby
amended in its entirety to read as follows:

"(d) Funded Indebtedness. Permit the ratio of
Consolidated Funded Indebtedness to Total Capitalization to be greater
than .60 to 1.0 at the end of any quarterly accounting period."

"(e) Working Capital. Intentionally omitted."

(d) Section 5.02(f) of the Credit Agreement is hereby
deleted in its entirety and shall read as follows:

"(f) Cash Flow. Intentionally omitted.".

(e) Section 5.02(k) of the Credit Amendment is hereby
amended in its entirety to read as follows:

"(k) Consolidation, Merger or Acquisition. The Company
will not, and will not permit any Consolidated Subsidiary to, (i)
enter into a consolidation with any other Person or merge with or into
any other Person or (ii) acquire the assets of or of the aggregate
equity interest in

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<PAGE> 6
any other Person (any such transaction being herein called an
"Acquisition"), except that:

(A) the Company may permit a Consolidated
Subsidiary to merge into the Company or may effect an
Acquisition of a Consolidated Subsidiary, and a Consolidated
Subsidiary may consolidate or merge with or into another
Consolidated Subsidiary; and

(B) the Company or any Consolidated Subsidiary
may merge with, or effect an Acquisition of, any Person other
than the Company or a Consolidated Subsidiary if

(i) in the case of any merger or
Acquisition involving the Company, the Company is
the continuing corporation and, in the case of any
merger or Acquisition involving a Consolidated
Subsidiary, the continuing corporation (immediately
after giving effect to such merger or Acquisition is
a Consolidated Subsidiary; and

(ii) immediately after the consummation
of the merger or Acquisition, and after giving
effect thereto, no Default or Event of Default would
exist.".

SECTION 5. Amendments to Section 7.05. Section 7.05 of the
Credit Agreement is hereby amended in its entirety to read as follows:

"SECTION 7.05. AGENTS' INDEMNITY. NEITHER AGENT SHALL BE
REQUIRED TO TAKE ANY ACTION HEREUNDER OR TO PROSECUTE OR DEFEND ANY
SUIT IN RESPECT OF THIS AGREEMENT OR THE NOTES UNLESS INDEMNIFIED TO
SUCH AGENT'S SATISFACTION BY THE BANKS AGAINST LOSS, COST, LIABILITY
AND EXPENSE. IF ANY INDEMNITY FURNISHED TO SUCH AGENT SHALL BECOME
IMPAIRED, IT MAY CALL FOR ADDITIONAL INDEMNITY AND CEASE TO DO THE
ACTS INDEMNIFIED AGAINST UNTIL SUCH ADDITIONAL INDEMNITY IS GIVEN. IN
ADDITION, THE BANKS AGREE TO INDEMNIFY EACH AGENT (TO THE EXTENT NOT
REIMBURSED BY THE COMPANY), RATABLY ACCORDING TO THE RESPECTIVE
PRINCIPAL AMOUNTS OF THE COMMITTED NOTES THEN HELD BY EACH OF THEM (OR
IF NO COMMITTED NOTES ARE AT THE TIME OUTSTANDING, RATABLE ACCORDING
TO EITHER (I) THE RESPECTIVE AMOUNTS OF THEIR COMMITMENTS, OR IF NO
COMMITMENTS ARE OUTSTANDING, THE RESPECTIVE AMOUNTS OF THE COMMITMENTS
IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS CEASED TO BE
OUTSTANDING, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES
OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED
ON, INCURRED BY, OR ASSERTED AGAINST SUCH AGENT IN ANY WAY RELATING TO
OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY
SUCH AGENT UNDER THIS AGREEMENT OR THE NOTES

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<PAGE> 7
(INCLUDING, WITHOUT LIMITATION, ANY ACTION TAKEN OR OMITTED UNDER
ARTICLE II OF THIS AGREEMENT); PROVIDED THAT NO BANK SHALL BE LIABLE
FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
RESULTING FROM SUCH AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS
SECTION 7.05, TO INDEMNIFY EACH AGENT RATABLY AS AFORESAID FOR ALL
SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR
RESULTING FROM SUCH AGENT'S SOLE OR CONTRIBUTORY NEGLIGENCE. WITHOUT
LIMITATION OF THE FOREGOING, EACH BANK AGREES TO REIMBURSE EACH AGENT
PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT-OF-POCKET
EXPENSES (INCLUDING REASONABLE COUNSEL FEES) INCURRED BY SUCH AGENT IN
CONNECTION WITH THE PREPARATION, EXECUTION, ADMINISTRATION, OR
ENFORCEMENT OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THIS AGREEMENT AND THE NOTES TO THE EXTENT
THAT SUCH AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY THE COMPANY.
THE PROVISIONS OF THIS SECTION 7.05 SHALL SURVIVE THE TERMINATION OF
THE AGREEMENT AND/OR THE PAYMENT OR ASSIGNMENT OF ANY OF THE NOTES.".

SECTION 6. Amendment to Section 8.05. Section 8.05 of the
Credit Agreement is hereby amended in its entirety to ready as follows:

"SECTION 8.05. INDEMNITY. (A) THE COMPANY SHALL INDEMNIFY THE
AGENT, THE BANKS AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM, AND HOLD EACH OF THEM
HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES
TO WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES,
LIABILITIES, CLAIMS OR DAMAGES ARISE OUT OF OR RESULT FROM (I) THE
TRANSACTIONS EVIDENCED BY THE ASSET PURCHASE AGREEMENT AND THE
DOCUMENTS EXECUTED IN CONNECTION THEREWITH, (II) THIS AGREEMENT OR ANY
ACTUAL OR PROPOSED USE BY THE COMPANY OF THE PROCEEDS OF ANY EXTENSION
OF CREDIT BY ANY BANK HEREUNDER OR BREACH BY THE COMPANY OF THIS
AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS
AGREEMENT OR (III) ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDING
(INCLUDING ANY THREATENED INVESTIGATION OR PROCEEDING) RELATING TO THE
FOREGOING, AND THE COMPANY SHALL REIMBURSE THE AGENT AND EACH BANK,
AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS, UPON DEMAND FOR ANY EXPENSES (INCLUDING LEGAL
FEES) REASONABLY INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION OR
PROCEEDING; BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS,
DAMAGES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED.

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<PAGE> 8
(B) WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT
IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE
INDEMNIFIED HEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST
ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR
RESULTING FROM THE SOLE OR CONTRIBUTORY ORDINARY NEGLIGENCE OF SUCH
PERSON. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER OBLIGATIONS OF
THE COMPANY HEREUNDER, THE OBLIGATIONS OF THE COMPANY UNDER THIS
SECTION 8.05 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND/OR
PAYMENT OF THE NOTES.".

SECTION 7. Conditions of Effectiveness. This Amendment shall
become effective when, and only when the following conditions shall have been
fulfilled:

(a) the Company, the Agent, the Auction Administration
Agent and each Bank shall have executed a counterpart hereof and delivered the
same to the Agent or, in the case of any Bank as to which an executed
counterpart hereof shall not have been so delivered, the Agent shall have
received written confirmation by telecopy or other similar writing from such
Bank of execution of a counterpart hereof by such Bank; and

(b) the Agent shall have received from the Company a
certificate of the Secretary or Assistant Secretary of the Company certifying
that attached thereto is (i) a true and complete copy of the general borrowing
resolutions of the Board of Directors of the Company authorizing the execution,
delivery and performance of the Credit Agreement, as amended hereby, and (ii)
the incumbency and specimen signature of each officer of the Company executing
this Amendment.

SECTION 8. Representations and Warranties True; No Default or
Event of Default. The Company hereby represents and warrants to the Agent, the
Auction Administration Agent and the Banks that after giving effect to the
execution and delivery of this Amendment (a) the representations and warranties
set forth in the Credit Agreement are true and correct on the date hereof as
though made on and as of such date; provided, however, that for purposes of
this clause (a), Schedules II and III as used in Sections 4.02 and 4.05,
respectively, of the Credit Agreement shall be

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<PAGE> 9
deemed to include any supplements to such Schedules delivered to the Agent and
the Banks by the Company prior to the date of this Amendment and (b) neither
any Default nor Event of Default has occurred and is continuing as of the date
hereof.

SECTION 9. Reference to the Credit Agreement and Effect on the
Notes and other Documents executed pursuant to the Credit Agreement.

(a) Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement," "hereunder," "herein,"
"hereof" or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended hereby.

(b) Upon the effectiveness of this Amendment, each
reference in the Notes and the other documents and agreements delivered or to
be delivered pursuant to the Credit Agreement shall mean and be a reference to
the Credit Agreement, as affected and amended hereby.

(c) The Credit Agreement and the Notes and the other
documents and agreements delivered pursuant to the Credit Agreement, as amended
and modified by the amendments referred to above, shall remain in full force
and effect and are hereby ratified and confirmed.

SECTION 10. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.

SECTION 11. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE

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<PAGE> 10

COMPANY, THE AGENT, THE AUCTION ADMINISTRATION AGENT AND THE BANKS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.

SECTION 12. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.

SECTION 13. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AS AMENDED
HEREBY, THE NOTES AND THE LETTER AGREEMENTS REFERRED TO IN SECTIONS 2.05(B) AND
2.05(C) OF THE CREDIT AGREEMENT CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN
SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed effective as of the date first stated herein, by their respective
officers thereunto duly authorized.

SYSCO CORPORATION

By: /s/ WILLIAM J. DELANEY
Name: William J. DeLaney
Title: Vice President and Treasurer

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<PAGE> 11
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION,
INDIVIDUALLY AND AS AGENT

By: /s/ JAN H. DANVERS
Name: Jan H. Danvers
Title: Senior Vice President

CHEMICAL BANK, AS AUCTION
ADMINISTRATION AGENT

By: /s/ JANET M. BELDEN
Name: Janet M. Belden
Title: Vice President

THE CHASE MANHATTAN BANK,
N.A.

By: /s/ RICHARD A. BONOMO
Name: Richard A. Bonomo
Title: Vice President

CONTINENTAL BANK N.A.

By: /s/ MARY JO HOCH
Name: Mary Jo Hoch
Title: Vice President

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<PAGE> 12
CREDIT LYONNAIS
CAYMAN ISLAND BRANCH

By: /s/ ROBERT IVOSEVICH
Name: Robert Ivosevich
Title: Authorized Signature

NATIONSBANK OF TEXAS, N.A.

By: /s/ BOYD P. GENTRY
Name: Boyd P. Gentry
Title: Senior Vice President

THE FUJIBANK, LIMITED,
HOUSTON AGENCY

By: /s/ DAVID L. KELLEY
Name: David L. Kelley
Title: Vice President and Senior
Manager

THE TORONTO-DOMINION BANK

By: /s/ LISA ALLISON
Name: Lisa Allsion
Title: Mgr. Cr. Admin.

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<PAGE> 13
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY AND
CAYMAN ISLANDS BRANCH

By: /s/ EVANS SWANN
Name: Evans Swann
Title: Vice President

By: /s/ DAN O. BOYLE
Name: Dan O. Boyle
Title: Vice President

WACHOVIA BANK OF NORTH
CAROLINA, NATIONAL
ASSOCIATION

By: /s/ KAY S. TRIPLETT
Name: Kay S. Triplett
Title: Senior Vice President

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<PAGE> 1

SYSCO CORPORATION

AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN

Effective As Of July 3, 1994

EXHIBIT 10(d)

This Sysco Corporation Amended and Restated Management Incentive Plan
(the "Plan") was adopted by unanimous action of the Plan Compensation Committee
(as hereinafter defined) of Sysco Corporation (the "Company") on September 1,
1994, and by the Board of Directors of the Company (the "Board of Directors")
on September 2, 1994.

1. STATEMENT OF PRINCIPLE

The purpose of the Plan is to reward (i) certain key management
personnel for outstanding performance in the management of the divisions or
subsidiaries of the Company (both a division and subsidiary of the Company are
herein referred to as a "Subsidiary") and (ii) certain corporate personnel
for managing the operations of the Company as a whole. Except as otherwise
provided in Section 8 hereof, the total number of shares of Sysco Common Stock,
$1 par value ("Common Stock"), which may be awarded pursuant to this Plan
shall not exceed 2,367,118 shares. All references to periods in the Plan are
to fiscal periods unless otherwise specifically noted.

2. PLAN COMPENSATION COMMITTEE

The Board of Directors has established a committee (the "Plan
Compensation Committee") which is charged with structuring, proposing the
implementation of, and implementing the terms and conditions of, the Plan. The
Plan Compensation Committee shall, at all times, consist of two or more
directors of the Company. The Plan Compensation Committee shall have the
authority to adopt, alter and repeal such rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and
any agreements relating thereto); to otherwise supervise the administration of
the Plan; and, except as to the application of this Plan to Senior Executive
Participants (as defined in Section 3 below), to delegate such authority
provided to it hereunder as it may deem necessary or appropriate to the
Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer and any Executive Vice President with authority over food service
operations, and any of them individually. All decisions made by the Plan
Compensation Committee pursuant to the provisions of the Plan shall be made in
the Plan Compensation Committee's sole discretion and shall be final and
binding on all persons, including the Company and Participants. Each director
while a member of the Plan Compensation Committee shall (i) meet the definition
of "disinterested person" contained in Rule 16b-3 promulgated pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended, and (ii)

- 1 -

<PAGE> 2
be an "outside director", within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), any regulations interpreting
Section 162(m) of the Code, or any other applicable Internal Revenue Service
pronouncements pertaining thereto.

3. PARTICIPANTS

The participants in the Plan for a fiscal year shall be designated by
the Plan Compensation Committee from the persons who are employed by any
Subsidiary ("Subsidiary Participants") or the Company ("Corporate
Participants"), in the following capacities (Subsidiary Participants, Corporate
Participants, and Senior Executive Participants are referred to collectively as
"Participants" or individually as a "Participant"):

Subsidiary Participants - Persons who serve as the Chairman of
the Board of Directors, Chief Executive Officer, Chief Operating
Officer, President, or an Executive Vice President of a Subsidiary,
regardless of whether such Participant works for a division or a
subsidiary of the Company.

Corporate Participants - Persons (i) who serve as Chairman of the
Board of Directors, Chief Executive Officer, Chief Operating Officer,
President, Executive or Senior Vice President, Vice President,
Secretary, Treasurer, Controller, Assistant Secretary, Assistant
Treasurer, Assistant Controller, General Counsel or any other officer
of the Company elected by the Board of Directors, and (ii) who are
also employees of the Company or a Subsidiary.

Senior Executive Participants - In addition to the participants
described above, persons who are "covered employees" of the Company
within the meaning of Code Section 162(m) and proposed Treasury
Regulation 1.162-27(c)(2) (or any successor statute or regulating
section, or any administrative interpretation thereof) (the "Executive
Compensation Provisions") during a fiscal year of the Company shall be
participants in the Plan for such fiscal year. If a Participant is
both a Senior Executive Participant and a Corporate or a Subsidiary
Participant during a fiscal year as a result of the application of the
Executive Compensation Provisions, he or she shall be considered a
Senior Executive Participant, and not a Corporate or a Subsidiary
Participant, during such fiscal year, and shall be subject to any and
all restrictions applicable to Senior Executive Participants hereunder
during such fiscal year.

To the extent possible, the Plan Compensation Committee shall
designate Participants in the Plan prior to the commencement of the fiscal year
in which such designated Participants will be entitled to a bonus under the
Plan, or as soon as practicable during the fiscal year in which a person first
becomes eligible to be a Participant. Once designated as a Participant, the
Plan Compensation Committee can remove an employee as a Participant with or
without cause at any time and the Participant shall not be entitled to any
bonus under the Plan for the year in which he or she is removed regardless of
when during such year he or she is removed.

-2-

<PAGE> 3

4. DEFINITIONS

(A) For Table A Calculations:

(i) Total Capital - for any Subsidiary, the sum of the
following components:

(a) Stockholders' equity - the average of the
amounts outstanding for such Subsidiary at
the end of each quarter for which the
computation is being made (quarterly average
basis).

(b) Long-term debt - the average of the long-term
portion of debt of such Subsidiary
outstanding at the end of each quarter for
which the computation is being made
(quarterly average basis).

(c) Intercompany borrowings - the average of the
amount outstanding at the end of each day
during the period for which the computation
is being made (daily average basis).

(d) FASB No. 13 leases - the average of the
capitalized value of long-term leases at the
end of each quarter during the period for
which the computation is being made
(quarterly average basis).

(e) Imputed plant and equipment - for
Subsidiaries which are leasing major capital
items, the estimated present value of the
cost of such items as of the end of the
fiscal year will be included in the
determination of Total Capital.

(ii) Return on Capital - the Return on Capital for any
Subsidiary is expressed as a percentage and is computed by dividing the
Subsidiary's pretax earnings by the Subsidiary's Total Capital.

(iii) Increase in Pretax Earnings - the Increase in Pretax
Earnings is expressed as a percentage increase of the Subsidiary's actual
pretax earnings for the current year compared to the greater of (a) the
Subsidiary's actual pretax earnings for the prior year, or (b) those earnings
which would have been required to have been earned by the Subsidiary in the
prior year in order to have obtained a 20% return on such Subsidiary's Total
Capital.

(B) For Table B Calculations:

(i) Return on Stockholders' Equity - expressed as a
percentage and computed by dividing the Company's net after-tax earnings for
the year by the Company's average stockholders' equity at the end of each
quarter during the year.

-3-
<PAGE> 4
(ii) Increase in Earnings Per Share - expressed as a
percentage increase of the net after-tax earnings per share for the year over
the prior year's net after-tax earnings per share.

In determining the average amount outstanding of stockholders'
equity, long-term debt, and capitalized value of long-term leases under
paragraphs 4(A)(i)(a), (b) and (d), above, and the quarterly average
stockholders' equity under paragraph 4(B)(i) above, such averages shall be
determined by dividing five (5) into the sum of the amounts outstanding of the
relevant category at the end of each of the four quarters of the fiscal year
plus the amount outstanding of the relevant category at the beginning of the
fiscal year.

5. METHOD OF OPERATION

The bonus which a Participant can earn is based on the performance of
the Company as a whole and either the performance of the Subsidiary which
employs such Participant (as to Subsidiary Participants) or of a select group
of Subsidiaries (as to Corporate Participants). The bonus is calculated with
respect to an entire fiscal year and, if earned, shall be paid in accordance
with Section 7 hereof.

(A) Subsidiary Participants and certain Senior Executive
Participants.

With respect to each Subsidiary Participant and each Senior
Executive Participant who would be a Subsidiary Participant but for the
application of the Executive Compensation Provisions, a portion of the bonus
may be earned on the basis of the results of operations of the Subsidiary
employing such Participant, and the balance of the bonus on the basis of the
results of operations of the Company as a whole, all as shown on Tables A and B
attached hereto and made a part hereof. The bonus for such a Participant shall
equal the sum of (i) 70% of the Participant's annual base salary in effect at
the fiscal year end times the applicable percentage determined from Table A,
the "Operations of the Subsidiary" (as adjusted, if applicable, as provided in
Section 5(B), plus (ii) 20% of the Participant's annual base salary in effect
at the fiscal year end times the applicable percentage determined from Table B,
the "Operations of the Company", subject to the further adjustments and
additions provided for in the Plan, unless the Plan Compensation Committee
shall formulate a different bonus structure as to any Subsidiary Participant.
No bonus shall be paid to a Subsidiary Participant or to a Senior Executive
Participant who would be a Subsidiary Participant but for the application of
the Executive Compensation Provisions based upon the Table B calculation unless
he or she is entitled to a bonus based upon the Table A calculation.

For Subsidiary Participants and Senior Executive Participants
who would be Subsidiary Participants but for the application of the Executive
Compensation provisions, the portion of the bonus based upon the results of
Operations of the Subsidiary is determined by multiplying the appropriate
percentage shown on Table A which coincides for the relevant Subsidiary with
the appropriate level of Return on Capital and Increase in Pretax Earnings by

-4-
<PAGE> 5

70% of the Participant's base salary. Accordingly, such a Participant will
not be entitled to any bonus under this Section 5(A) unless the Subsidiary that
employs the Participant achieves, as a minimum, an Increase in Pretax Earnings
of 4% and a 12% Return on Capital, unless the Plan Compensation Committee
formulates a different bonus structure for such Participant. By way of example
based upon Table A, if the Subsidiary achieves only these minimum results, the
Participant will be entitled to a bonus of 70% of his or her base salary
multiplied by a bonus factor of 5%.

Subject to the further adjustments and additions provided for
in this Plan, the remaining portion of the bonus for Subsidiary Participants
and Senior Executive Participants who would be Subsidiary Participants but for
the application of the Executive Compensation Provisions is based upon the
Operations of the Company. This portion of such a Participant's bonus is
calculated by determining the appropriate percentage shown on Table B which
coincides with the appropriate Increase in Earnings Per Share and Return on
Stockholders' Equity for the Company as a whole, and multiplying that
percentage by 20% of the Participant's base salary. A Subsidiary Participant
or a Senior Executive Participant who would be a Subsidiary Participant but for
the application of the Executive Compensation provisions will receive no bonus
as a result of the Table B calculation unless the Company achieves an Increase
in Earnings Per Share of at least 10% and achieves a Return on Stockholders'
Equity of at least 14%, unless the Plan Compensation Committee formulates a
different bonus structure for such Participant. By way of example, if the
Company achieves only these minimum results, such a Participant would receive,
based upon Table B, a bonus of 20% of his or her base salary multiplied by the
bonus factor of 10%, provided that the Participant is entitled to a bonus based
upon the Operations of the Subsidiary employing such Participant.

Notwithstanding the foregoing, unless otherwise determined by
the Plan Compensation Committee in its sole discretion, only Subsidiary
Participants whose Subsidiary achieved a 20% or greater Return on Capital for
the fiscal year preceding the fiscal year for which the bonus is being
determined (the "Prior Fiscal Year"; the fiscal year for which the bonus is
being calculated is the "Current Fiscal Year") shall be entitled to a bonus
determined from Tables A and B in the manner provided in this paragraph 5(A).
For any Subsidiary Participant whose Subsidiary did not achieve a 20% or
greater Return on Capital for the Prior Fiscal Year, the Plan Compensation
Committee may establish a special bonus formula for, or it may decline to award
a bonus to, such Subsidiary Participant for the Current Fiscal Year.

(B) Additional Bonus. In addition to the bonus calculated in
accordance with Section 5(A) above, a Subsidiary Participant may also be
entitled to an additional bonus ("Additional Bonus") if awarded by the Plan
Compensation Committee in its sole discretion. The Additional Bonus shall be
established by the Plan Compensation Committee, in its sole discretion, at one
or more times during such fiscal year or within ninety (90) days following the
end of such fiscal year. The Plan Compensation Committee shall determine the
Additional Bonus applicable to a particular Subsidiary Participant, if any,
based upon (i) annual sales increases of the Subsidiary which employs such
Participant over prior year's sales in excess of 15%, (ii) the development of
management personnel at the Subsidiary which employs such Participant who are
made available

-5-
<PAGE> 6
for transfer to other Subsidiaries or the corporate headquarters of the
Company, (iii) such Participant's supervision of another Subsidiary or
Subsidiaries in addition to the Subsidiary which employs them and to which they
are primarily responsible, and (iv) such other criteria as the Plan
Compensation Committee may develop in its sole discretion.

A Senior Executive Participant who would be a Subsidiary
Participant but for the application of the Executive Compensation Provisions
shall not be entitled to an Additional Bonus.

With respect to a Corporate Participant or Senior Executive
Participant who would be a Corporate Participant but for the application of the
Executive Compensation Provisions and subject to the further adjustments and
additions provided for in this Plan, a portion of the bonus shall depend upon
the results of the Operations of the Company as shown on Table B, and the
balance of his or her bonus shall depend on the number of Subsidiaries
obtaining a 20% or greater Return on Capital.

The portion of such Participant's bonus based upon the
Operations of the Company is calculated in the same manner as that portion of a
Subsidiary Participant's bonus which is based upon the Operations of the
Company except that it is equal to the product of (i) a percentage of such
Participant's base salary (the "Salary Percentage") and (ii) the appropriate
percentage shown on Table B which coincides with the appropriate Increase in
Earnings per Share and Return on Stockholder's Equity for the Company as a
whole. The Salary Percentage of a Corporate Participant or Senior Executive
Participant who would be a Corporate Participant but for the application of the
Executive Compensation Provisions shall be one hundred percent (100%) unless
reduced by the Plan Compensation Committee at such time as the Plan
Compensation Committee shall determine in its sole discretion.

A Corporate Participant or Senior Executive Participant who
would be a Corporate Participant but for the application of the Executive
Compensation Provisions will not receive any bonus (as a result of the Table B
calculation or otherwise) unless the Company achieves an Increase in Earnings
Per Share of at least 10% and achieves a Return on Stockholders' Equity of at
least 14%.

Subject to the further adjustments and additions provided for
in this Plan, the remainder of the bonus payable hereunder to a Corporate
Participant or a Senior Executive Participant who would be a Corporate
Participant but for the application of the Executive Compensation Provisions is
calculated by determining the number of Subsidiaries of the Company that have
attained at least a 20% or greater Return on Capital. If a minimum of ten
Subsidiaries have obtained a 20% or greater Return on Capital, and all
Subsidiaries which have obtained a 20% or greater Return on Capital employ at
least 50% or more of the aggregate of the Total Capital of all Subsidiaries,
then such Participant will be entitled to receive an additional bonus equal to
the product of (i) the Participant's Salary Percentage and (ii) 9% of the
Participant's base

-6-
<PAGE> 7

salary for the first ten Subsidiaries which obtain such a Return on Capital and
an additional 1-1/2% of the Participant's base salary for each additional
Subsidiary which obtains such a Return on Capital. By way of example, if 18
Subsidiaries (which, in the aggregate, employ 51% of the Total Capital of all
Subsidiaries) obtain a 20% or greater Return on Capital, a Corporate
Participant or Senior Executive Participant who would be a Corporate
Participant but for the application of the Executive Compensation Provisions
will receive a bonus equal to the product of (i) the Participant's Salary
Percentage and (ii) 21% of the Participant's base salary (9% for the
performance of the first ten Subsidiaries in the group, and 12% for the
performance of the additional eight Subsidiaries in the group).

(D) General Rules Regarding Bonus Calculation.

In determining whether or not the results of operations of a
Subsidiary or the Company for a given fiscal year results in a bonus, generally
accepted accounting principles shall be applied on a basis consistent with
prior periods, and such determination shall be based on the calculations made
by the Company, approved (in the case of Senior Executive Participants) by the
Plan Compensation Committee and binding on each Participant.

Except as provided in Section 11 as to Senior Executive
Participants, there is no limit to the bonus that can be obtained. Although
Tables A and B to the Plan have only been calculated to 160% and 142%,
respectively, the "grids" shall be deemed to continue to increase in the same
ratios as set forth.

(E) Tax Law Changes.

If the Internal Revenue Code is amended during any year and,
as a result of such amendment(s), the effective tax rate applicable to the
earnings of the Company (as described in the "Summary of Accounting Policies"
section of the Company's annual report to the Securities and Exchange
Commission on Form 10-K) changes during a year, the calculation of the net
after-tax earnings per share of the Company (which calculations determine the
appropriate "grid" set forth in Table B applicable to a Participant) for the
year in which such rate change becomes effective (the "Rate Change Year")
shall be made as if such rate change had not occurred during the Rate Change
Year. In determining the appropriate "grid" applicable to a Participant in the
year following the Rate Change Year, the calculation of the net after-tax
earnings per share of the Company for such following year shall be made after
taking into account such rate change, and shall be compared, for purposes of
computing the appropriate Increase in Earnings Per Share for such year, with
the net after-tax earnings per share of the Company for the Rate Change Year,
computed after taking into account such rate change.

6. NO EMPLOYMENT ARRANGEMENTS IMPLIED

Nothing herein shall imply any right of employment for a Participant
and if a Participant is terminated, voluntarily or involuntarily, with or
without cause, prior to the end of a given fiscal year, such Participant shall
not be entitled to any bonus for such fiscal year regardless of whether

-7-
<PAGE> 8
or not such bonus had been or would have been earned in whole or in part, but
any unpaid bonus earned with respect to a prior fiscal year shall not be
affected.

7. PAYMENT

Within 90 days following the end of each fiscal year, the Company
shall determine, and, in the case of Senior Executive Participants, the Plan
Compensation Committee shall approve, the amount of any bonus earned by each
Participant pursuant to the provisions of Section 5 above. Such bonus shall be
payable in cash unless the Participant has given notice to the Plan
Compensation Committee within 90 days after the commencement of such fiscal
year that such Participant has elected the option provided in Section 7(A)
below. The amount of any bonus that a Participant is entitled to receive for a
fiscal year shall be determined as of the last day of such fiscal year and each
Participant shall be deemed to have constructively received his bonus
(including the value of the shares of stock if he or she elects to receive a
portion of his or her bonus in stock) as of the last day of such fiscal year
notwithstanding the fact that it may be paid or delivered to him or her
thereafter.

(A) Each Participant shall be entitled to receive, in increments
of 5%, up to 40% of his or her bonus in shares of Common Stock (with the exact
percent fixed by the Participant) with such shares to be valued at the closing
price of the Common Stock on the primary securities exchange on which such
stock is traded on the last trading day of such fiscal year. Such election
shall be made no later than 90 days after the beginning of the fiscal year in
respect of which the bonus is to be calculated and once made shall be
irrevocable for such fiscal year. If the Participant elects to receive such
shares, the Participant shall receive as additional compensation an additional
number of shares of Common Stock equal to 50% of the number of shares received
by reason of this election (the "Additional Shares"), plus the Additional Cash
Bonus (as defined in Section 7(B) below). For example, if a Participant earns
a $10,000 bonus and the Common Stock is selling at $50 per share, and the
Participant elects to receive 40% of the bonus in the form of Common Stock in a
timely manner, the Participant would receive $6,000 plus 120 shares of Common
Stock (80 shares pursuant to his election, plus 40 Additional Shares), plus
the Additional Cash Bonus (as defined in Section 7(B) below).

(B) If a Participant elects to receive Common Stock in accordance
with Section 7(A) above, he or she shall also receive, as an additional bonus
pursuant to the Plan, a cash amount equal to the value of the Additional Shares
(which shall be the aggregate closing price of the Additional Shares on the
last trading day of such fiscal year), multiplied by the effective tax rate
applicable to the Company for the fiscal year for which the bonus is
calculated, as described in the "Summary of Accounting Policies" section of the
Company's annual report to the Securities and Exchange Commission on Form 10-K
for such fiscal year (the "Additional Cash Bonus").

8. RECAPITALIZATION OF COMPANY

In the event of a recapitalization of the Company or its merger into
or consolidation with another corporation, a Participant shall be entitled to
receive such securities which he or she

-8-
<PAGE> 9

would have been entitled to receive had he or she been a shareholder of the
Company holding shares pursuant to this Plan at the time of such
recapitalization, merger or consolidation. In the event of a stock split,
stock, dividend or combination of shares with respect to the Common Stock of
the Company after the determination of the number of shares to which a
Participant is entitled but before delivery of such shares to the Participant,
then the number of shares that such Participant shall be entitled to receive
shall be proportionately adjusted.

9. INVESTMENT REPRESENTATION AND RESTRICTIONS ON THE STOCK AND RIGHT OF
REPURCHASE BY THE COMPANY

(A) The shares to be issued to a Participant may, at the option of
the Company, be unregistered and in such event the Participant shall execute an
investment letter in form satisfactory to the Company, which letter shall
contain an agreement that the Participant will not sell, transfer, give or
otherwise convey any of such shares for a period of two years from the date on
which such shares were issued to the Participant, except in the event of the
Participant's death or termination of employment due to disability or
retirement under normal Company benefit plans, but then only in accordance with
the requirements of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, and the shares shall bear a legend reflecting the
investment representation and the unregistered status of the shares.

(B) If the shares to be issued to a Participant are registered
pursuant to the registration provisions of the Securities Act of 1933, as
amended, then the Participant shall enter into an agreement at the time of
issuance of such shares that the Participant will not sell, transfer, give or
otherwise convey any of such shares for a period of two years from the date on
which such shares were issued to the Participant, except in the event of death
or termination of employment due to disability or retirement under the normal
Company benefit plans, and such shares shall bear a legend reflecting the terms
of such restriction.

(C) If a Participant's employment is terminated at any time within
the first year following the issuance of shares for any reason, with or without
cause, other than his death or termination of employment due to disability or
retirement under normal Company benefit plans, then upon demand of the Company
made in writing within 30 days from the date of termination, such Participant
will sell to the Company all of the stock issued to the Participant within the
twelve months preceding the date of termination at a purchase price equal to
the lower of the then market price of the stock as hereinafter determined or
the price at which the stock was valued for purposes of issuing it pursuant to
this Plan. If a Participant's employment is terminated after one year but
before two years from the date on which any shares of Common Stock were issued
to him pursuant to this Plan, on the demand of the Company made in writing
within 30 days from the date of termination, such Participant will sell to the
Company, in addition to the shares he or she may be required to sell under the
preceding sentence, 50% of the stock issued to the Participant within
twenty-four months but more than twelve months preceding the date of
termination at a purchase price equal to the lower of the then market price of
the stock as hereinafter determined, or the price at which the stock was valued
for purposes of issuing it pursuant to this Plan. The market price of the
Common Stock shall be deemed to be the closing price of such stock on the

-9-
<PAGE> 10
primary securities exchange on which such stock is traded on the date of
termination; and if such stock did not trade on such date, then on the next day
on which it does trade. The shares of Common Stock issued under this Plan
shall bear a legend reflecting these restrictions.

10. AMENDMENTS AND TERMINATION

This Plan may be amended at any time by the Board of Directors and any
such amendment shall be effective as of commencement of the fiscal year during
which the Plan is amended, regardless of the date of the amendment, unless
otherwise stated by the Board of Directors, provided that if such an amendment
affects any material term of a performance goal hereunder, and thus would
affect the ability of the Corporation to deduct payments of compensation to
Senior Executive Participants because of the provisions of Code Section 162(m),
any regulations issued interpreting Code Section 162(m), or any other
applicable Internal Revenue Service pronouncements pertaining thereto, such
amendment must be approved by the stockholders of the Company after disclosure
of the terms of such amendment to the stockholders, prior to the payment of any
amounts pursuant to the terms of such amendment to any Senior Executive
Participant. This Plan may be terminated at any time by the Board of Directors
and termination will be effective as of the commencement of the fiscal year in
which such action to terminate the Plan is taken.

11. OVERALL LIMITATION UPON PAYMENTS UNDER PLAN TO SENIOR EXECUTIVE
PARTICIPANTS.

Notwithstanding any other provision in this Plan to the contrary, in
no event shall any Senior Executive Participant be entitled to a bonus amount
for any fiscal year (which bonus amount shall include, if applicable, the value
of the Additional Shares (as defined in Section 7(A) above, and the Additional
Cash Bonus (as defined in Section 7(B) above)) in excess of one percent (1%)
of the Company's earnings before income taxes as publicly disclosed in the
"Consolidated Results of Operations" section of the Company's annual report to
the Securities and Exchange Commission on Form 10-K for such fiscal year.

-10-
<PAGE> 11
EXHIBIT 1 - TABLE A
MANAGEMENT INCENTIVE PLAN

OPERATIONS OF THE SUBSIDIARY

SUBSIDIARY PARTICIPANT - 70% OF PARTICIPANT'S BASE SALARY
MULTIPLIED BY PERCENTAGE DETERMINED FROM TABLE A

<TABLE>
<CAPTION>
PERCENTAGE INCREASE IN PRETAX EARNINGS
RETURN
ON
CAPITAL 4-6 6-8 8-10 10-12 12-14 14-16 16-18 18-20 20-23 23-25 25-28 28-30 30-33 33-35 35-38 38-40 40-43 43-45 45-48 48-50 50-53
- - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12-16 5 7 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100
16-20 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105
20-24 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110
24-28 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115
28-32 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120
32-36 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125
36-40 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130
40-44 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135
44-48 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140
48-52 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145
52-56 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145 147 150
56-60 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145 147 150 152 155
60-64 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145 147 150 152 155 157 160

</TABLE>

<PAGE> 12
EXHIBIT 2 - TABLE B
MANAGEMENT INCENTIVE PLAN

OPERATIONS OF THE COMPANY

SUBSIDIARY PARTICIPANT - 20% OF THE PARTICIPANT'S BASE SALARY
MULTIPLIED BY PERCENTAGE DETERMINED FROM TABLE B

CORPORATE PARTICIPANT - 70% OF PARTICIPANT'S BASE SALARY
MULTIPLIED BY PERCENTAGE DETERMINED FROM TABLE B

<TABLE>
<CAPTION>
Return on PERCENTAGE INCREASE IN EARNINGS PER SHARE
Stockholders'
Equity
10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 20-21 21-22 22-23 23-24 24-25 25-26 26-27 27-28 28-29 29-30
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14% 10 20 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107
15% 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112
16% 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117
17% 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122
18% 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127
19% 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132
20% 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137
21% 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142
</TABLE>

<PAGE> 1
SYSCO CORPORATION AND SUBSIDIARIES

STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

EXHIBIT 11

<TABLE>
<CAPTION>
June 27, 1992 July 3, 1993 July 2, 1994
------------- ------------ ------------
<S> <C> <C> <C>
Calculation of Primary Earnings Per Share:
- - - ------------------------------------------

Net earnings applicable to common stock $172,229,000 $201,807,000 $216,752,000
============ ============ ============
Average number of common shares and common stock
equivalents outstanding 186,001,381 186,745,576 184,338,616

Dilutive effect of stock options (1) -- -- --
------------ ------------ ------------
186,001,381 186,745,576 184,338,616
============ ============ ============
Primary earnings per share $ .93 $ 1.08 $ 1.18
============ ============ ============

Calculation of Fully Diluted Earnings Per Share:
- - - ------------------------------------------------

Net earnings applicable to common stock $172,229,000 $201,807,000 $216,752,000
============ ============ ============

Average number of shares outstanding on a fully
diluted basis -- same as for calculation of primary
earnings per share 186,001,381 186,745,576 184,338,616

Dilutive effect of stock options and
Liquid Yield Option Notes (2) -- -- --
------------ ------------ ------------
186,001,381 186,745,576 184,338,616
============ ============ ============
Fully diluted earnings per share $ .93 $ 1.08 $ 1.18
============ ============ ============
</TABLE>

(1) Maximum possible dilutive effect of outstanding options in each year is
less than 3%.

(2) Maximum possible dilutive effect of outstanding options and Liquid Yield
Option Notes during each year is less than 3%.

<PAGE> 1
SYSCO CORPORATION AND SUBSIDIARIES

SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21

Registrant: Sysco Corporation

The following is a list of wholly-owned subsidiaries of the Registrant at
July 2, 1994.

<TABLE>
<CAPTION>
State of
Name of Subsidiary Incorporation
- - - ------------------ -------------
<S> <C>
Allied-Sysco Food Services, Inc. ................................. California
Arrow-Sysco Food Services, Inc. .................................. Delaware
Bell/Sysco Food Services, Inc. ................................... North Carolina
Deaktor/Sysco Food Services Company .............................. Pennsylvania
DiPaolo/Sysco Food Services, Inc. ................................ Ohio
Grants - Sysco Food Services, Inc. ............................... Michigan
Hardin's-Sysco Food Services, Inc. ............................... Tennessee
K.W. Food Distributors, Ltd. ..................................... B.C. Canada
Lankford-Sysco Food Services, Inc. ............................... Maryland
Maine/Sysco, Inc. ................................................ Maine
Major-Sysco Food Services, Inc. .................................. California
Mid-Central /Sysco Food Services, Inc. ........................... Missouri
Miesel/Sysco Food Service Company ................................ Delaware
Nobel/Sysco Food Services Company ................................ Colorado
* Sysco Equipment & Furnishings Company .................... Delaware
Olewine's-Sysco Food Services Company ............................ Pennsylvania
Robert Orr-Sysco Food Services Co. ............................... Tennessee
Pegler-Sysco Food Services Company ............................... Nebraska
* Food Service Transportation, Inc. ........................ Nebraska
* Pegler-Sysco Transportation Co. .......................... Nebraska
Ritter Sysco Food Services, Inc. ................................. New Jersey
* Dowd Food Discount Corp. ................................. New Jersey
Smelkinson Sysco Food Services, Inc. ............................. Delaware
Sysco Avard Food Services, Inc. .................................. Delaware
Sysco Food Services - Chicago, Inc. .............................. Delaware
Sysco Food Services - Jacksonville, Inc. ......................... Delaware
Sysco Food Services of Arizona, Inc. ............................. Delaware
Sysco Food Services of Arkansas, Inc. ............................ Arkansas
Sysco Food Services of Atlanta, Inc. ............................. Delaware
Sysco Food Services of Atlantic City, Inc. ....................... Delaware
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
State of
Name of Subsidiary Incorporation
- - - ------------------ -------------
<S> <C>
Sysco Food Services of Austin, Inc. .............................. Delaware
Sysco Food Services of Beaumont, Inc. ............................ Texas
Sysco Food Services of Central Florida, Inc. ..................... Delaware
Sysco Food Services of Cleveland, Inc. ........................... Delaware
Sysco Food Services of Dallas, Inc. .............................. Texas
Sysco Food Services of Houston, Inc. ............................. Delaware
Sysco Food Services of Idaho, Inc. ............................... Idaho
Sysco Food Services of Indianapolis, Inc. ........................ Delaware
Sysco Food Services of Iowa, Inc. ................................ Delaware
Sysco Food Services of Los Angeles, Inc. ......................... Delaware
Sysco Food Services of Minnesota, Inc. ........................... Delaware
Sysco Food Services of Montana, Inc. ............................. Delaware
Sysco Food Services of Oklahoma, Inc. ............................ Delaware
Sysco Food Services of Portland, Inc. ............................ Delaware
Sysco Food Services of San Antonio, Inc. ......................... Delaware
Sysco Food Services of Seattle, Inc. ............................. Delaware
Sysco Food Services of South Florida, Inc. ....................... Delaware
Sysco Food Services of St. Louis, Inc. ........................... Delaware
Sysco Food Services of Virginia, Inc. ............................ Virginia
Sysco/Frost-Pack Food Services, Inc. ............................. Michigan
Sysco Intermountain Food Services, Inc. .......................... Delaware
Sysco/Louisville Food Services Co. ............................... Delaware
Tartan Sysco Food Services, Inc. ................................. Pennsylvania
* Concors Supply Co., Inc. ................................. Delaware
* Garden Cash & Carry, Inc. ................................ Delaware
The SYGMA Network, Inc. .......................................... Delaware
The SYGMA Network of Ohio, Inc. .................................. Delaware
The SYGMA Network of Pennsylvania, Inc. .......................... Delaware

Inactive
- - - --------

CFS Bakeries, Inc. ............................................... California
CFS Continental Transportation Company ........................... Illinois
FSB, Inc. ........................................................ Delaware
Sysco Frosted Foods, Inc. ........................................ Delaware
SyscoMed, Inc. ................................................... Delaware
Tartan Foods, Inc. ............................................... Delaware
Vernon, Inc. ..................................................... California
</TABLE>

* 2nd Tier Subsidiary

<PAGE> 1
SYSCO CORPORATION AND SUBSIDIARIES

INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

EXHIBIT 23

As independent public accountants, we hereby consent to the incorporation of
our report included in the Company's Report on Form 10-K for the year ended
July 2, 1994 into the Company's previously filed (i) Post-Effective Amendment
No. 1 of the Registration Statement and Prospectus of Sysco Corporation
relating to the offering of Sysco Common Stock under the Sysco Corporation
Management Incentive Plan (Registration No. 2-73392, (ii) Registration
Statement and Prospectus of Sysco Corporation relating to the Sysco Corporation
1974 Employee's Stock Purchase Plan (Registration No. 33-10906), (iii)
Post-Effective Amendment No. 1 of the Registration Statement and Prospectus
relating to the offering of Sysco Common Stock under the Sysco Corporation
Incentive Stock Option Plan (Registration No. 2-76096), (iv) Registration
Statement and Prospectus of Sysco Corporation relating to the offering of
additional shares of Sysco Common Stock under the Sysco Corporation Management
Incentive Plan (Registration No. 33- 45804), and (v) Registration Statement and
Prospectus of Sysco Corporation relating to the offering of Sysco Common Stock
under the Sysco Corporation 1991 Stock Option Plan (Registration No. 33-45820).

/s/ Arthur Andersen LLP

Arthur Andersen LLP
Houston, Texas
August 3, 1994

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Item 8.,
Financial Statements and Supplementary Data and is qualified by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-02-1994
<PERIOD-END> JUL-02-1994
<CASH> 86,735
<SECURITIES> 0
<RECEIVABLES> 872,447
<ALLOWANCES> (15,999)
<INVENTORY> 601,994
<CURRENT-ASSETS> 1,599,648
<PP&E> 1,407,329
<DEPRECIATION> (590,108)
<TOTAL-ASSETS> 2,811,729
<CURRENT-LIABILITIES> 846,561
<BONDS> 538,711
<COMMON> 191,294
0
0
<OTHER-SE> 1,049,615
<TOTAL-LIABILITY-AND-EQUITY> 2,811,729
<SALES> 10,942,499
<TOTAL-REVENUES> 10,942,499
<CGS> 8,971,628
<TOTAL-COSTS> 10,574,917
<OTHER-EXPENSES> (1,756)
<LOSS-PROVISION> 17,918
<INTEREST-EXPENSE> 36,272
<INCOME-PRETAX> 367,582
<INCOME-TAX> 150,830
<INCOME-CONTINUING> 216,752
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 216,752
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 1.18

</TABLE>