SYSCO CORP, 10-K, 1995-09-27

SYSCO CORP
10-K, 1995-09-27
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 1, 1995

[ ] 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:

<TABLE>
<CAPTION>
Name of Each Exchange on
Title of Each Class Which Registered
------------------- ----------------------------
<S> <C>
Common Stock, $1.00 par value New York Stock Exchange
Liquid Yield Option Notes due 2004 New York Stock Exchange
</TABLE>

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
$5,141,000,000 AT SEPTEMBER 8, 1995 (BASED ON THE CLOSING SALES PRICE ON THE
NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON SEPTEMBER 8, 1995, AS REPORTED BY THE
WALL STREET JOURNAL (SOUTHWEST EDITION)). AT SEPTEMBER 8, 1995, THE REGISTRANT
HAD ISSUED AND OUTSTANDING AN AGGREGATE OF 182,778,021 SHARES OF ITS COMMON
STOCK.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the proxy statement to be filed not later than 120 days after
July 1, 1995 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 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 meats, fully prepared
entrees, fruits, vegetables and desserts, and a full line of canned and dry
goods, fresh meats, 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 and 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
8,700 sales, marketing and service representatives, the Company keeps informed
of the needs of its customers 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 5% of
SYSCO's sales for its fiscal year ended July 1, 1995. Approximately 5% of
traditional foodservice sales during fiscal 1995 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 1, 1995, 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 1995 1994 1993
- ---------------- ----- ------ ------
<S> <C> <C> <C>
Restaurants 60% 60% 60%
Hospitals and nursing homes 12 13 13
Schools and colleges 7 7 7
Hotels and motels 6 6 6
Other 15 14 14
--- --- ---
Totals 100% 100% 100%
=== === ===
</TABLE>

SOURCES OF SUPPLY

SYSCO estimates that it purchases from thousands of independent sources, none
of which accounts for 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 1995, fifty-one
companies have been acquired, as follows:

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

3
<PAGE> 5
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, consisting of approximately 700 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. During fiscal 1995, 1994
and 1993, approximately $202,000,000, $161,000,000, and $128,000,000,
respectively, were invested in facility expansions, fleet additions and other
capital asset enhancements. The Company estimates its capital expenditures in
fiscal 1996 should be in the range of $210,000,000 to $230,000,000. During the
three years ended July 1, 1995, capital expenditures have been financed
primarily by internally generated funds, the Company's commercial paper program
and bank borrowings.

EMPLOYEES

As of July 1, 1995, the Company had approximately 28,100 employees, 23% of whom
are represented by unions, primarily the International Brotherhood of
Teamsters. Contract negotiations are handled locally with monitoring and
assistance by the corporate staff. Collective bargaining agreements covering
approximately 49% of the Company's union employees expire during fiscal 1996.
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.

4
<PAGE> 6
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.

DEBT ISSUANCE

In June 1995, the Company issued $150,000,000 principal amount of 6 1/2% Senior
Notes due June 15, 2005. These notes, which were priced at 99.4% of par, are
unsecured, not redeemable prior to maturity and are not subject to any sinking
fund requirement. The notes were issued under a $500,000,000 shelf
registration filed with the Securities and Exchange Commission in June 1995.
No other securities have been issued under the shelf registration.

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 has completed 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. Installation will continue company-wide through the next several
years and such installations are expected to provide the basis for business
expansion over this period without having a material adverse effect on the
business or operations of the Company. 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 103 facilities within the United States and two in Canada.

5
<PAGE> 7
ITEM 2. PROPERTIES

As of July 1, 1995 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 1 65 324
Arizona 1 1,485 3,410
Arkansas 1 1,200 1,145
California 10 8,021 16,155
Colorado 5 2,759 5,476
Connecticut 1 2,417 2,659
Florida 3 6,054 5,158
Georgia 3 3,195 6,179
Idaho 1 578 656
Illinois 2 2,824 3,225
Indiana 1 1,404 1,832
Iowa 1 687 1,215
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 4,427 5,596
Massachusetts 3 3,395 3,696
Michigan 3 3,452 5,438
Minnesota 1 2,085 2,370
Mississippi 2 2,179 2,736
Missouri 1 1,128 1,348
Montana 1 2,043 1,830
Nebraska 1 2,092 2,618
New Jersey 3 1,567 5,527
New Mexico 2 1,856 2,024
New York 9 4,397 8,767
North Carolina 2 346 848
Ohio 5 4,557 8,728
Oklahoma 3 1,145 2,519
Oregon 2 2,335 3,455
Pennsylvania 6 4,125 6,068
South Dakota 1 5 100
Tennessee 4 6,305 7,351
Texas 9 10,624 15,650
Utah 1 1,810 1,845
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 105 104,950 152,770
=== ======= =======
</TABLE>

6
<PAGE> 8

The Company owns approximately 219,491,000 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
1996 to 2015, 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 $65,983,000 at July 1, 1995. Such
mortgage indebtedness and industrial revenue bond financing arrangements mature
at various dates.

Facilities in Newark, New Jersey; Jackson, Mississippi; San Antonio, Texas;
Louisville, Kentucky; Cleveland, Ohio; Detroit, Michigan; Cincinnati, Ohio;
Austin, Texas; and Harrisonburg, Virginia (which in the aggregate account for
approximately 14% of total sales) are operating near maximum capacity and the
Company is currently constructing or planning replacements or expansions for
these distribution facilities. The Company is planning to complete
construction of full service distribution facilities near Milwaukee, Wisconsin
and Tampa, Florida during fiscal 1996.

The Company's fleet of approximately 4,800 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 93% 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
NAME OF OFFICER CAPACITY POSITION SINCE AGE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John F. Baugh Senior Chairman of the Board of 1985 79
Directors (1997)

John F. Woodhouse Chairman of the Board 1985 64
of Directors (1995)

Bill M. Lindig President and Chief 1985, 1995 58
Executive Officer and & 1983
Director (1996)

Charles H. Cotros Executive Vice President and 1988, 1995 58
Chief Operating Officer and & 1985
Director (1997)

O. Wayne Duncan Senior Vice President, 1995 57
Operations

Thomas E. Lankford Senior Vice President, 1995 47
Operations

Gregory K. Marshall Senior Vice President, 1993 & 48
Multi-Unit Sales and Chief 1984
Executive Officer, The
SYGMA Network, Inc.

Richard J. Schnieders Senior Vice President, 1992 47
Merchandising Services

John K. Stubblefield, Jr. Senior Vice President and 1993 & 49
Chief Financial Officer 1994

Arthur J. Swenka Senior Vice President, 1995 58
Operations and Director (1997)

James D. Wickus Senior Vice President, 1995 52
Operations

Diane S. Day Vice President and Treasurer 1994 46
</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 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

Fiscal 1995
First Quarter $26-1/2 $21-1/8 $.09
Second Quarter 27-3/4 23-5/8 .09
Third Quarter 28-3/4 24-7/8 .11
Fourth Quarter 29-7/8 26-1/4 .11
</TABLE>

The approximate number of shareholders of SYSCO's Common Stock as of July 1,
1995 was 21,100.

9
<PAGE> 11
Item 6.
SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Fiscal Year Ended
- -----------------------------------------------------------------------------------------------------------------------
1993
(In thousands except for share data) 1995 1994 (53 Weeks) 1992 1991
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $12,118,047 $10,942,499 $10,021,513 $8,892,785 $8,149,700
Earnings before income taxes 417,618 367,582 331,977 281,656 250,864
Income taxes 165,794 150,830 130,170 109,427 97,034
-------------------------------------------------------------------------
Net earnings 251,824 216,752 201,807 172,229 153,830
=========================================================================
Earnings per share 1.38 1.18 1.08 .93 .83
=========================================================================
Cash dividends per share .40 .32 .26 .17 .12

Total assets 3,094,691 2,811,729 2,530,043 2,325,206 2,177,695
Capital expenditures 201,577 161,485 127,879 134,290 134,921

Long-term debt 541,556 538,711 494,062 488,828 543,176
Shareholders' equity 1,403,603 1,240,909 1,137,216 1,056,846 918,626
-------------------------------------------------------------------------
Total capitalization 1,945,159 1,779,620 1,631,278 1,545,674 1,461,802
=========================================================================
Ratio of long-term debt to capitalization 27.8% 30.3% 30.3% 31.6% 37.2%
</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 continue to 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 2,100,000 shares for
$53,166,000 in fiscal 1995, 3,000,000 shares for $80,131,000 in fiscal 1994 and
7,200,000 shares for $180,343,000 in fiscal 1993.

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 $336,903,000 in 1995, $282,515,000 in 1994 and
$257,165,000 in 1993. Expenditures for facilities, fleet and other equipment
were $201,577,000 in 1995, $161,485,000 in 1994 and $127,879,000 in 1993.
Expenditures in fiscal 1996 should be in the range of $210,000,000 to
$230,000,000.

In June 1995, SYSCO issued 6.5% senior notes totaling $150,000,000 due
June 15, 2005. These notes, which were priced at 99.4% of par, are unsecured,
not redeemable prior to maturity and are not subject to any sinking fund
requirement. The notes were issued under a $500,000,000 shelf registration
filed with the Securities and Exchange Commission in June 1995. No other
securities have been issued under the shelf registration.

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 $541,556,000 at July 1, 1995. About 71% of the
total debt is at fixed rates averaging 7.42% and 29% of the total debt is at
floating rates averaging 6.01%. Long-term debt to capitalization is 28% at July
1, 1995, down from the 30% at July 2, 1994 and at July 3, 1993. 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 1995, 1994 and 1993,
commercial paper and bank borrowings ranged from approximately $146,200,000 to
$425,100,000, $184,900,000 to $415,100,000 and $87,500,000 to $292,500,000,
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 11% in 1995 and 9% in 1994 result from several
factors. Sales in fiscal 1995 and 1994 were affected by the relatively modest
growth in the U.S. economy, as well as in the foodservice industry. After
adjusting for food price increases and adjusting for acquisitions in fiscal
1994, real sales growth was about 9% in 1995 and 7% in 1994. The cost of SYSCO's
foodservice products is estimated to have averaged an increase of about 2% from
the beginning to the end of fiscal 1995 compared to an increase of
approximately 1.9% in fiscal 1994. Industry sources estimate the total
foodservice market experienced real growth of approximately 3% in calendar 1994
and 2.3% in calendar 1993.

<PAGE> 13

Sales for fiscal 1993 through 1995 were as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Year Sales % Increase
- -------------------------------------------------------------------------------
<S> <C> <C>
1995 $12,118,047,000 11%
1994 10,942,499,000 9
1993 (53 Weeks) 10,021,513,000 13
</TABLE>

A comparison of the sales mix in the principal product categories
during the last three years is presented below:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1995 1994 1993
------------------------
<S> <C> <C> <C>
Medical supplies 1% 1% --%
Dairy products 8 8 8
Fresh and frozen meats 15 16 16
Seafoods 6 6 6
Poultry 9 9 9
Frozen fruits, vegetables, bakery and other 15 14 15
Canned and dry products 25 25 25
Paper and disposables 7 7 7
Janitorial products 2 2 2
Equipment and smallwares 3 3 3
Fresh produce 6 6 6
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>
- -------------------------------------------------------------------------------
1995 1994 1993
------------------------
<S> <C> <C> <C>
Restaurants 60% 60% 60%
Hospitals and nursing homes 12 13 13
Schools and colleges 7 7 7
Hotels and motels 6 6 6
All other 15 14 14
------------------------
100% 100% 100%
========================
</TABLE>

COST OF SALES

Cost of sales increased about 11% in 1995 and 9% in 1994. 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 1995, 1994 and 1993 fiscal years were 14.3%, 14.3% and 14.2%,
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.

12
<PAGE> 14

INTEREST EXPENSE

Interest expense increased $2,307,000 or approximately 6% in fiscal 1995 as
compared to a decrease of $2,732,000 or approximately 7% in fiscal 1994. The
increase in fiscal 1995 is due primarily to increased borrowings and rates,
while the decrease in fiscal 1994 was due primarily to the expiration of an
interest rate swap in December 1993. Interest capitalized during the past three
years was $2,833,000 in 1995, $1,313,000 in 1994 and $1,315,000 in 1993.

OTHER INCOME, NET

Other income increased $467,000 or about 27% in fiscal 1995 and decreased
$381,000 or about 18% in fiscal 1994. 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 $50,036,000 or approximately 14% above fiscal
1994, which had increased $35,605,000 or approximately 11% over the prior year.
Additional sales and realization of operating efficiencies contributed to the
increases.

PROVISION FOR INCOME TAXES

The effective tax rate for 1995 was approximately 40% compared to 41% in 1994
and 39% in 1993. 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 1995 represents the nineteenth consecutive year of increased earnings
for SYSCO. Net earnings for the year rose $35,072,000 or approximately 16%
above fiscal 1994, which had increased $14,945,000 or approximately 7% over the
prior year. After adjusting for the $4,900,000 catch-up tax provision in fiscal
1994, net earnings in 1995 increased about 14% over 1994. Excluding the impact
of the extra week in fiscal 1993 and the increased tax rate in fiscal 1994, net
earnings increased approximately 14% in 1994 over 1993.

DIVIDENDS

The quarterly dividend rate of eleven cents per share was established in
November 1994 when it was increased from the nine cents per share set in
November 1993.

RETURN ON SHAREHOLDERS' EQUITY

The return on average shareholders' equity for 1995, 1994 and 1993 was
approximately 19%, 18% and 18%, 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 1, 1995

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

Schedule:

II Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . S-1

</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/ BILL M. LINDIG /s/ JOHN K. STUBBLEFIELD, JR.
- ------------------------------------- -------------------------------
Bill M. Lindig John K. Stubblefield, Jr.
President and Chief Executive Officer Senior Vice President and
Chief Financial Officer

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 1, 1995 and
July 2, 1994, and the related statements of consolidated results of operations,
shareholders' equity and cash flows for each of the three years in the period
ended July 1, 1995. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and the schedule 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 1, 1995 and July 2, 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
July 1, 1995, 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 schedule listed in Item 14(a) is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states 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 2, 1995

17
<PAGE> 19

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
(In thousands except for share data) July 1, 1995 July 2, 1994
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets
Cash $ 133,886 $ 86,735
Accounts and notes receivable, less allowances of $16,001 and $15,999 932,533 856,448
Inventories 667,861 601,994
Deferred taxes 33,935 38,091
Prepaid expenses 18,685 16,380
---------------------------
Total current assets 1,786,900 1,599,648

Plant and equipment at cost, less depreciation 896,079 817,221

Other assets
Goodwill and intangibles, less amortization 258,206 266,021
Other 153,506 128,839
---------------------------
Total other assets 411,712 394,860
---------------------------
Total assets $3,094,691 $2,811,729
===========================
Liabilities and shareholders' equity
Current liabilities
Notes payable $ 1,181 $ 5,247
Accounts payable 708,380 632,373
Accrued expenses 206,131 176,043
Accrued income taxes 22,462 29,168
Current maturities of long-term debt 6,569 3,730
---------------------------
Total current liabilities 944,723 846,561

Long-term debt 541,556 538,711
Deferred taxes 204,809 185,548

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 48,674 60,003
Retained earnings 1,379,405 1,200,735
---------------------------
1,619,373 1,452,032
Less cost of treasury stock, 8,429,203 and 8,224,505 shares 215,770 211,123
---------------------------
Total shareholders' equity 1,403,603 1,240,909
---------------------------
Total liabilities and shareholders' equity $3,094,691 $2,811,729
===========================
</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 1, 1995 July 2, 1994 (53 Weeks)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $12,118,047 $10,942,499 $10,021,513
Costs and expenses
Cost of sales 9,927,448 8,971,628 8,225,275
Operating expenses 1,736,625 1,568,773 1,427,394
Interest expense 38,579 36,272 39,004
Other income, net (2,223) (1,756) (2,137)
---------------------------------------------------
Total costs and expenses 11,700,429 10,574,917 9,689,536
---------------------------------------------------
Earnings before income taxes 417,618 367,582 331,977
Income taxes 165,794 150,830 130,170
---------------------------------------------------
Net earnings $ 251,824 $ 216,752 $ 201,807
===================================================
Earnings per share $ 1.38 $ 1.18 $ 1.08
===================================================
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

<PAGE> 21

CONSOLIDATED SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock Treasury Stock
----------------------- Paid-in Retained ------------------------
(In thousands except for share data) Shares Amount Capital Earnings Shares Amount
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at June 27, 1992 186,583,586 $186,584 $ 890,065 807,514 $ 19,803
Net earning for year ended July 3, 1993 201,807
Cash dividends paid,
$.26 per share (48,815)
Treasury stock purchases 7,200,000 180,343
Stock issued upon conversion of Liquid
Yield Option Notes 4,710,139 4,710 $ 85,649
Stock options exercised (8,284) (466,306) (11,557)
Employees' Stock Purchase Plan (1,625) (517,504) (12,785)
Management Incentive Plan (1,582) (187,375) (4,511)
------------------------------------------------------------------------------------

Balance at July 3, 1993 191,293,725 191,294 74,158 1,043,057 6,836,329 171,293
Net earnings for year ended July 2, 1994 216,752
Cash dividends paid, $.32 per share (59,074)
Treasury stock purchases 3,000,000 80,131
Stock issued upon conversion of
Liquid Yield Option Notes (642) (130,228) (3,282)
Stock options exercised (9,741) (652,732) (16,055)
Employees' Stock Purchase Plan (1,461) (561,368) (14,262)
Management Incentive Plan (2,311) (267,496) (6,702)
------------------------------------------------------------------------------------

Balance at July 2, 1994 191,293,725 191,294 60,003 1,200,735 8,224,505 211,123
Net earnings
for year ended July 1, 1995 251,824
Cash dividends paid,
$.40 per share (73,154)
Treasury stock purchases 2,100,000 53,166
Stock issued upon conversion of
Liquid Yield Option Notes (1,812) (592,700) (15,170)
Stock options exercised (6,297) (437,654) (11,196)
Employees' Stock Purchase Plan (2,635) (623,071) (15,944)
Management Incentive Plan (585) (241,877) (6,209)
------------------------------------------------------------------------------------
Balance at July 1, 1995 191,293,725 $191,294 $ 48,674 $1,379,405 8,429,203 $215,770
====================================================================================

</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 1, 1995 July 2, 1994 (53 Weeks)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 251,824 $ 216,752 $ 201,807
Add non-cash items:
Depreciation and amortization 130,796 119,982 107,718
Interest on Liquid Yield Option Notes 6,013 5,740 8,004
Deferred tax provision 23,417 23,292 13,281
Provision for losses on receivables 15,988 17,918 14,312
Additional investment in certain assets and liabilities,
net of effect of businesses acquired and sold:
(Increase) in receivables (92,073) (86,487) (103,236)
(Increase) in inventories (65,867) (58,282) (38,114)
(Increase) decrease in prepaid expenses (2,305) 3,606 (2,864)
Increase in accounts payable 76,007 73,777 54,077
Increase in accrued expenses 30,088 15,510 13,144
(Decrease) increase in accrued income taxes (6,706) 2,277 20,863
(Increase) in other assets (30,279) (51,570) (31,827)
---------------------------------------------
Net cash provided by operating activities 336,903 282,515 257,165
---------------------------------------------
Cash flows from investing activities:
Additions to plant and equipment (201,577) (161,485) (127,879)
Proceeds from sales of plant and equipment 5,088 2,693 5,136
Acquisitions of businesses, net of cash acquired -- (15,606) (10,481)
Proceeds from sale of business -- -- 10,878
---------------------------------------------
Net cash used for investing activities (196,489) (174,398) (122,346)
---------------------------------------------
Cash flows from financing activities:
Bank and commercial paper borrowings 15,747 38,798 80,363
Other debt repayments (6,521) (13,240) (8,981)
Common stock reissued from treasury 23,831 23,506 17,362
Treasury stock purchases (53,166) (80,131) (180,343)
Dividends paid (73,154) (59,074) (48,815)
---------------------------------------------
Net cash used for financing activities (93,263) (90,141) (140,414)
---------------------------------------------
Net increase (decrease) in cash 47,151 17,976 (5,595)
Cash at beginning of year 86,735 68,759 74,354
---------------------------------------------
Cash at end of year $ 133,886 $ 86,735 $ 68,759
=============================================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 38,487 $ 36,527 $ 38,999
Income taxes 145,596 126,310 96,291
</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 67
distribution facilities for approximately 255,000 customers located in the 37
states where facilities are situated and in 11 adjacent states. The company
also has one facility in Vancouver, British Columbia, which services 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.

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 $2,833,000 in 1995, $1,313,000 in 1994 and $1,315,000 in 1993.

GOODWILL AND INTANGIBLES

Goodwill and intangibles represent the excess of cost over the fair value of
tangible net assets acquired and are amortized over 40 years using the
straight-line method. Accumulated amortization at July 1, 1995, July 2, 1994
and July 3, 1993 is $50,935,000, $43,120,000 and $35,416,000, 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 $17,593,000, $29,658,000 and $14,094,000
were capitalized during fiscal 1995, 1994 and 1993, respectively. Amounts
capitalized will be amortized over future earnings as completed portions of the
project are put into use. Accumulated amortization at July 1, 1995 was
$232,000.

INSURANCE PROGRAM

SYSCO maintains a self-insurance program covering portions of workers'
compensation and general and automobile 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 Standards (SFAS) No. 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.

<PAGE> 24

ADDITIONAL FINANCIAL INFORMATION

INCOME TAXES

The income tax provisions consist of the following:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
1995 1994 1993
------------------------------------------
<S> <C> <C> <C>
Federal income taxes $144,574,000 $130,733,000 $108,990,000
State and local income taxes 21,220,000 20,097,000 21,180,000
------------------------------------------
Total $165,794,000 $150,830,000 $130,170,000
==========================================
</TABLE>

Included in the income taxes charged to earnings are net deferred tax
provisions of $23,417,000 in 1995, $23,292,000 in 1994 and $13,281,000 in 1993.
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 1, 1995 July 2, 1994
---------------------------------
<S> <C> <C>
Deferred tax liabilities:
Excess tax depreciation and basis differences of assets $178,548,000 $165,353,000
Computer systems development project 24,293,000 17,190,000
Other 1,968,000 3,005,000
--------------------------------
Total deferred tax liabilities 204,809,000 185,548,000
--------------------------------
Deferred tax assets:
Accrued pension expenses 14,963,000 13,003,000
Accrued medical and casualty insurance expenses 7,480,000 8,519,000
Bad debt reserve 5,424,000 6,138,000
Uniform capitalization of inventory 4,918,000 4,746,000
Other 1,150,000 5,685,000
--------------------------------
Total deferred tax assets 33,935,000 38,091,000
--------------------------------
Net deferred tax liabilities $170,874,000 $147,457,000
================================
</TABLE>

The company has enjoyed taxable earnings during each year of its
twenty-six 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 40% in 1995, 41% in 1994 and 39% in 1993 and
an analysis is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
1995 1994 1993
---------------------------------
<S> <C> <C> <C>
Statutory Federal income tax rate 35% 35% 34%
Retroactive Federal income tax charge - 1
State and local income taxes, net of Federal income tax benefit 5 5 5
---------------------------------
40% 41% 39%
=================================
</TABLE>

ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

The allowance for doubtful accounts receivable was $16,001,000 as of July 1,
1995, $15,999,000 as of July 2, 1994 and $15,122,000 as of July 3, 1993.
Customer accounts written off, net of recoveries, were $15,986,000 or .13% of
sales, $17,291,000 or .16% of sales and $13,163,000 or .13% of sales for fiscal
years 1995, 1994 and 1993, respectively.

SHAREHOLDERS' EQUITY

Earnings per share have been computed by dividing net earnings by 182,779,806
in 1995, 184,338,616 in 1994 and 186,745,576 in 1993, 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

23
<PAGE> 25
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 1, 1995 July 2, 1994 Useful Lives
----------------------------------------------------------------
<S> <C> <C> <C>
Plant and equipment, at cost
Land $ 86,185,000 $ 81,933,000
Buildings and improvements 675,011,000 606,986,000 10-40 years
Equipment 807,826,000 718,410,000 3-20 years
-----------------------------------------
1,569,022,000 1,407,329,000
Accumulated depreciation (672,943,000) (590,108,000)
-----------------------------------------
Net plant and equipment $ 896,079,000 $ 817,221,000
=========================================
</TABLE>

DEBT

At July 1, 1995 and July 2, 1994 SYSCO had $1,181,000 and $5,247,000,
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>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
July 1, 1995 July 2, 1994
-----------------------------
<S> <C> <C>
Commercial paper, interest averaging 6.1% in 1995 and 4.4% in 1994 $ 144,510,000 $ 273,800,000
Senior notes, interest at 9.95%, maturing in 1999 91,500,000 91,500,000
Senior notes, interest at 6.5%, maturing in 2005 149,103,000 -
Liquid Yield Option Notes, interest at 6.25%, maturing in 2004 88,045,000 95,653,000
Industrial Revenue Bonds, mortgages and other debt, interest averaging 7.1%
in 1995 and 6.9% in 1994, maturing at various dates to 2026 74,967,000 81,488,000
-----------------------------
Total long-term debt 548,125,000 542,441,000
Less current maturities (6,569,000) (3,730,000)
-----------------------------
Net long-term debt $ 541,556,000 $ 538,711,000
=============================
</TABLE>

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>
1996 $ 6,569,000
1997 9,499,000
1998 2,644,000
1999 101,549,000
2000 152,930,000
</TABLE>

24
<PAGE> 26
SYSCO has a $300,000,000 revolving loan agreement maturing in 2000 which
currently supports the company's commercial paper program. The commercial paper
borrowings at July 1, 1995 were $144,510,000. 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 per $1,000 of face
value at maturity, has an accreted value at July 1, 1995 of $565.01
per $1,000 of face value.

The Industrial Revenue Bonds have varying structures. Final maturities
range from one to thirty-one 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 1, 1995 was $541,556,000, of which 71% is at
fixed rates averaging 7.42% with an average life of eight years, while the
remainder is financed at floating rates averaging 6.01%. 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 $584,000,000 at July 1, 1995.

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 1, 1995 and July 2, 1994 letters of credit outstanding
were $29,664,000 and $30,664,000, respectively. As of July 1, 1995 SYSCO has
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 $32,105,000, $31,089,000 and
$27,506,000 in fiscal 1995, 1994 and 1993, 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>
1996 $14,815,000
1997 11,808,000
1998 8,984,000
1999 6,904,000
2000 4,324,000
Later years 7,418,000
</TABLE>

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.

25
<PAGE> 27

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 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 (111,719) 12.98
Exercised (757,604) 12.39
---------
Balance at July 2, 1994 1,600,594 1,804,747 17.14
Granted -- --
Cancelled (153,024) 15.30
Exercised (558,506) 14.40
---------
Balance at July 1, 1995 1,093,217 1,093,217 18.80
=========
</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 under this plan.

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

- ------------------------------------------------------------------------------
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
Granted 1,004,100 25.50
Cancelled (83,168) 26.83
Exercised (4,901) 25.25
---------
Balance at July 1, 1995 504,915 2,030,446 26.42
=========
</TABLE>

NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

In December 1994, the Board of Directors adopted, subject to the approval of the
shareholders at the annual meeting in November 1995, a non-employee directors
stock option plan which permits the issuance of up to 200,000 shares of
common stock to directors who are not employees of SYSCO. Under this plan
options to purchase common stock, at the fair market

26
<PAGE> 28
value on the date of the grant, are granted to each non-employee director
annually, provided certain earnings goals are met. As of July 1, 1995, options
for 18,000 shares had been contingently granted to nine non-employee
directors under this plan.

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) plan provides that under certain
circumstances the company may make matching contributions of up to 50% of the
first 6% of a participant's compensation. SYSCO's contribution to this plan was
$4,254,000 in 1995, $8,163,000 in 1994 and $2,901,000 in 1993.

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
July 1, 1995 July 2, 1994
-----------------------------
<S> <C> <C>
Assets available for benefits $ 137,613,000 $ 110,344,000
-----------------------------
Projected benefit obligation
Vested (129,265,000) (103,437,000)
Nonvested (10,651,000) (9,778,000)
-----------------------------
Total accumulated benefit obligation (139,916,000) (113,215,000)
Effect of projected future compensation increases (22,238,000) (16,322,000)
-----------------------------
Total actuarial projected benefit obligation (162,154,000) (129,537,000)
-----------------------------
Assets (less than) projected obligation $ (24,541,000) $ (19,193,000)
=============================
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 $ 9,134,000 $ 10,313,000
Unrecognized actuarial loss due to differences in assumptions and actual experience (21,538,000) (21,302,000)
Unrecognized prior service cost 9,074,000 10,011,000
Accrued pension costs (21,211,000) (18,215,000)
-----------------------------
$ (24,541,000) $ (19,193,000)
=============================
</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 8% in 1995 and 7.75% in 1994 and 1993 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 9% in 1995, 10% in 1994
and 12% in 1993. The plans invest primarily in marketable securities and time
deposits.

Net pension costs were as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
1995 1994 1993
----------------------------------------------
<S> <C> <C> <C>
Defined benefit plans
Benefits earned during the year $ 17,622,000 $ 16,866,000 $ 18,410,000
Interest accrued on benefits earned in prior years 11,476,000 9,655,000 8,663,000
Actual return on plan assets (19,078,000) 378,000 (14,355,000)
Net amortization and deferral 7,125,000 (13,356,000) 3,063,000
----------------------------------------------
Net pension costs from defined benefit plans 17,145,000 13,543,000 15,781,000
Defined contribution plans 4,274,000 8,407,000 3,326,000
Multi-employer pension plans 13,550,000 12,412,000 10,285,000
----------------------------------------------
Net pension costs $ 34,969,000 $ 34,362,000 $ 29,392,000
==============================================
</TABLE>

SYSCO also has a Management Incentive Plan that compensates key
management personnel for specific performance achievements. The awards under
this plan were $16,545,000 in 1995, $12,508,000 in 1994 and $11,725,000 in 1993.
In addition to receiving benefits under the company's defined benefit plan,
participants in the Management Incentive Plan will

27
<PAGE> 29
receive benefits upon retirement under a Supplemental Executive Retirement Plan.
This plan is a nonqualified, unfunded supplementary retirement plan. In order to
meet its obligations under this plan, SYSCO maintains life insurance policies on
the lives of the participants with carrying values of $40,200,000 at July 1,
1995 and $33,199,000 at July 2, 1994. SYSCO is the sole owner and beneficiary
of such policies. The periodic pension costs of this plan were $3,659,000 in
1995 and $3,109,000 in 1994. The actuarially determined accumulated benefit
obligation for this plan included in accrued expenses was $19,004,000 at July 1,
1995 and $16,558,000 at July 2, 1994. After taking into consideration the effect
of future compensation increases, the projected benefit obligation of this plan
was $27,046,000 at July 1, 1995 and $23,941,000 at July 2, 1994.

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 1995,
584,526 shares of SYSCO common stock were purchased by the participants as
compared to 579,916 purchased in 1994 and 538,923 purchased in 1993. The total
number of shares which may be sold pursuant to the plan may not exceed
12,000,000 shares of which 1,106,553 remained available at July 1, 1995.

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 provided, through December 31,
1994, 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 costs were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
1995 1994
------------------------------
<S> <C> <C>
Service cost - benefits earned during the period $288,000 $238,000
Interest cost 377,000 280,000
Amortization of transition obligation 165,000 173,000
Amortization of prior service cost 83,000 -
------------------------------
Net periodic postretirement benefit cost $913,000 $691,000
==============================
</TABLE>
The components of the postretirement benefit obligation, included in
accrued expenses at July 1, 1995 and July 2, 1994 were:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
July 1, 1995 July 2, 1994
--------------------------------
<S> <C> <C>
Retirees $ 472,000 $ 589,000
Fully eligible active participants 1,721,000 1,588,000
Other active employees 2,534,000 2,420,000
--------------------------------
Accumulated postretirement benefit obligation 4,727,000 4,597,000
Unrecognized net gain (loss) and effects of changes in assumptions 263,000 (123,000)
Unrecognized prior service cost (1,012,000) (1,095,000)
Unrecognized transition obligation (2,761,000) (3,250,000)
--------------------------------
Accrued postretirement benefit liability $ 1,217,000 $ 129,000
================================
</TABLE>

The discount rate used to determine the accumulated postretirement
benefit obligation was 7.75% in 1995 and 8% in 1994. 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.

At the beginning of fiscal 1995, SYSCO implemented SFAS 112, "Employers'
Accounting for Postemployment Benefits," which requires that accrual accounting
be used for the cost of certain obligations to be paid to former or inactive
employees after employment but before retirement. Such obligations include
salary continuation, disability, severance and workers' compensation. This
accounting change had no significant effect on net earnings or financial
condition in fiscal 1995.

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 1, 1995 and July
2, 1994:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1995 Quarter Ended
-----------------------------------------------------------------
(In thousands except for share data) October 1 December 31 April 1 July 1 Fiscal Year
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $ 2,983,096 $ 3,006,663 $ 2,966,355 $ 3,161,933 $ 12,118,047
Cost of sales 2,448,788 2,463,576 2,432,677 2,582,407 9,927,448
Operating expenses 429,591 428,276 436,443 442,315 1,736,625
Interest expense 8,453 9,968 10,317 9,841 38,579
Other income, net (528) (545) (624) (526) (2,223)
------------------------------------------------------------------------------------
Earnings before income taxes 96,792 105,388 87,542 127,896 417,618
Income taxes 38,426 41,839 34,754 50,775 165,794
------------------------------------------------------------------------------------
Net earnings $ 58,366 $ 63,549 $ 52,788 $ 77,121 $ 251,824
====================================================================================
Per share:
Earnings $ .32 $ .35 $ .29 $ .42 $ 1.38
Cash dividends .09 .09 .11 .11 .40
Market price 27-21 28-24 29-25 30-26 30-21
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1994 Quarter Ended
-----------------------------------------------------------------
(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

- -----------------------------------------------------------------------------------------------------------------------------------
Percentage increases--1995 vs. 1994:
Sales 10% 13% 10% 10% 11%
Earnings before income taxes 10 14 16 14 14
Net earnings 21 14 16 14 16
Earnings per share 23 17 16 14 17
</TABLE>

<PAGE> 31
PART III

Except as otherwise indicated, 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 1995 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

<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 Schedule. 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 hereby incorporated by reference to Form 10-K for
the year ended July 2, 1994.

AGREEMENT AND FIFTH AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF NOVEMBER
15, 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.

31
<PAGE> 33
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).

4(d) Indenture, dated as of June 15, 1995, between Sysco
Corporation and First Union National Bank of North
Carolina, Trustee, hereby incorporated by reference to
Registration Statement on Form S-3 (File No. 33-60023).

10(a) AMENDED AND RESTATED SYSCO CORPORATION EXECUTIVE DEFERRED
COMPENSATION PLAN

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 incorporated by reference to Form 10-K for
the year ended July 2, 1994.

10(e) SYSCO CORPORATION 1995 MANAGEMENT INCENTIVE PLAN (SUBJECT
TO APPROVAL BY STOCKHOLDERS AT THE 1995 ANNUAL MEETING).

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

10(g) SYSCO CORPORATION NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(SUBJECT TO APPROVAL BY STOCKHOLDERS AT THE 1995 ANNUAL
MEETING).

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 1st day of
September, 1995.

SYSCO CORPORATION

By /s/ BILL M. LINDIG
-------------------------------------
Bill M. Lindig
President 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:

<TABLE>
<S> <C>
/s/ JOHN F. WOODHOUSE Chairman of the Board
- ------------------------------------
John F. Woodhouse

/s/ JOHN K. STUBBLEFIELD, JR. Senior Vice President and
- ---------------------------------- Chief Financial Officer
John K. Stubblefield, Jr.
</TABLE>

33
<PAGE> 35
DIRECTORS:

<TABLE>
<S> <C> <C> <C>
/s/ JOHN W. ANDERSON /s/ RICHARD G. MERRILL
- -------------------------------- --------------------------------
John W. Anderson Richard G. Merrill

/s/ JOHN F. BAUGH /s/ DONALD H. PEGLER, JR.
- -------------------------------- --------------------------------
John F. Baugh Donald H. Pegler, Jr.

/s/ COLIN G. CAMPBELL /s/ FRANK H. RICHARDSON
- -------------------------------- --------------------------------
Colin G. Campbell Frank H. Richardson

/s/ CHARLES H. COTROS /s/ PHYLLIS SHAPIRO SEWELL
- -------------------------------- --------------------------------
Charles H. Cotros Phyllis Shapiro Sewell

/s/ FRANK A. GODCHAUX III /s/ ARTHUR J. SWENKA
- -------------------------------- --------------------------------
Frank A. Godchaux III Arthur J. Swenka

/s/ JONATHAN GOLDEN /s/ THOMAS B. WALKER, JR.
- -------------------------------- --------------------------------
Jonathan Golden Thomas B. Walker, Jr.

/s/ DONALD J. KELLER /s/ JOHN F. WOODHOUSE
- -------------------------------- --------------------------------
Donald J. Keller John F. Woodhouse

/s/ BILL M. LINDIG
- --------------------------------
Bill M. Lindig

</TABLE>

<PAGE> 36

SYSCO CORPORATION AND SUBSIDIARIES

SCHEDULE II -- 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 $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

Allowance
For year ended for doubtful
July 1, 1995......... accounts $15,999,000 $15,988,000 $ -- $15,986,000 (2) $16,001,000
</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-1
<PAGE> 37

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended July 1, 1995 Commission File No. 1-6544

SYSCO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

EXHIBITS

<PAGE> 38

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 hereby incorporated by
reference to Form 10-K for the year ended July 2, 1994.

AGREEMENT AND FIFTH AMENDMENT TO COMPETITIVE AND
REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF
NOVEMBER 15, 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).

</TABLE>

<PAGE> 39
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
10(a) AMENDED AND RESTATED SYSCO CORPORATION EXECUTIVE
DEFERRED COMPENSATION PLAN.

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 incorporated by reference to Form 10-K for the year ended
July 2, 1994.

10(e) SYSCO CORPORATION 1995 MANAGEMENT INCENTIVE PLAN
(SUBJECT TO APPROVAL BY STOCKHOLDERS AT 1995 ANNUAL MEETING).

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

10(g) SYSCO CORPORATION NON-EMPLOYEE DIRECTORS STOCK OPTION
PLAN (SUBJECT TO APPROVAL BY STOCKHOLDERS AT THE 1995
ANNUAL MEETING).

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

EXHIBIT #4(a)
<PAGE> 2
AGREEMENT AND FIFTH AMENDMENT
TO
COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT

THIS AGREEMENT AND FIFTH AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT
FACILITY AGREEMENT (this "Amendment") dated as of November 15, 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, by an Agreement and Third Amendment to
Competitive Advance and Revolving Credit Facility Agreement and Modification of
Notes dated as of January 2, 1990, and by an Agreement and Fourth Amendment to
Competitive Advance and Revolving Credit Facility Agreement dated as of January
31, 1994 (said Competitive Advance and Revolving Credit Facility Agreement as
so modified and amended 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

-1-
<PAGE> 3
the Credit Agreement. The Company, the Banks, the Agent and the Auction
Administration Agent have agreed, upon the terms and conditions specified
herein, to amend Section 1.01 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. Amendment to Section 1.01 of the Credit Agreement. The definition
of the term "Original Termination Date" contained in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:

"`Original Termination Date' means December 31, 1999."

SECTION 2. 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.

-2-
<PAGE> 4
SECTION 3. 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 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 4. 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 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 5. 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.

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<PAGE> 5
SECTION 6. 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 COMPANY, THE AGENT, THE
AUCTION ADMINISTRATION AGENT AND THE BANKS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.

SECTION 7. 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 8. 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.

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<PAGE> 6
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:
Name:
Title:

TEXAS COMMERCE BANK
NATIONAL ASSOCIATION,
INDIVIDUALLY AND AS AGENT

By:
Name: Jay Schwartz
Title: Vice President

-5-
<PAGE> 7
CHEMICAL BANK, AS AUCTION
ADMINISTRATION AGENT

By:
Name:
Title:

-6-
<PAGE> 8
THE CHASE MANHATTAN BANK,
N.A.

By:
Name:
Title:

-7-
<PAGE> 9
BANK OF AMERICA ILLINOIS
(SUCCESSOR TO CONTINENTAL BANK N.A.)

By:
Name:
Title:

-8-
<PAGE> 10
CREDIT LYONNAIS
CAYMAN ISLAND BRANCH

By:
Name:
Title:

-9-
<PAGE> 11
NATIONSBANK OF TEXAS, N.A.

By:
Name:
Title:

-10-
<PAGE> 12
THE FUJI BANK, LIMITED,
HOUSTON AGENCY

By:
Name:
Title:

-11-
<PAGE> 13
THE TORONTO-DOMINION BANK

By:
Name:
Title:

-12-
<PAGE> 14
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY AND
CAYMAN ISLANDS BRANCH

By:
Name:
Title:

-13-
<PAGE> 15
WACHOVIA BANK OF NORTH
CAROLINA, NATIONAL
ASSOCIATION

By:
Name:
Title:

-14-

<PAGE> 1

EXHIBIT #10(a)
<PAGE> 2

AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

<PAGE> 3
AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section
<S> <C>
ARTICLE I -- DEFINITIONS

Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6
Company Match . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Deferred Compensation Ledger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9
Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.10
MIP Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.13
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.14
Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.16
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.17
Sysco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.18
Total Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.19
Voting Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.20

ARTICLE II - ELIGIBILITY

ARTICLE III - BONUS DEFERRAL AND COMPANY CONTRIBUTIONS

Bonus Deferral Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
Company Match . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2

ARTICLE IV - ACCOUNT

Establishing a Participant's Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
Credit of the Participant's Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2
Crediting of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
Procedure to Credit Interest After Distribution
Has Begun . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5

</TABLE>

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<PAGE> 4
TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
Section
<S> <C>
ARTICLE V - VESTING

Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
Company Match . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2

ARTICLE VI - DISTRIBUTIONS

Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1

Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3
Termination Prior to Death, Disability or Retirement . . . . . . . . . . . . . . . . . . . . . 6.4
Events Causing a Reduction in Credited Interest . . . . . . . . . . . . . . . . . . . . . . . 6.5
Forfeiture For Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
Forfeiture For Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
Expenses Incurred in Enforcing the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
Restrictions on any Portion of Total Payments
Determined to be Excess Parachute Payments . . . . . . . . . . . . . . . . . . . . . . . . 6.10
Responsibility for Distributions and
Withholding and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11

ARTICLE VII - ADMINISTRATION

Committee Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
Committee Organization and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Powers of the Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3
Committee Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
Annual Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5
Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6

ARTICLE VIII - ADOPTION BY SUBSIDIARIES

Procedure for and Status After Adoption . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Termination of Participation By Adopting Subsidiary . . . . . . . . . . . . . . . . . . . . . 8.2

ARTICLE IX - AMENDMENT AND/OR TERMINATION

Amendment or Termination of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1
No Retroactive Effect on Awarded Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3

</TABLE>

-ii-
<PAGE> 5
TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
Section
<S> <C>
ARTICLE X - FUNDING

Payments Under This Agreement are the Obligation
of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
Agreement May Be Funded Through Rabbi Trust . . . . . . . . . . . . . . . . . . . . . . . . . 10.2
Reversion of Excess Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
Participants Must Reply Only on General
Credit of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4

ARTICLE XI - MISCELLANEOUS

Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
Distributions to Incompetents of Minors . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2
Nonalienation of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
Reliance Upon Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4
Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.6
Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.7
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.9

</TABLE>

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<PAGE> 6
AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, Sysco Corporation has established the Sysco Executive
Deferred Compensation Plan effective July 3, 1988, which plan was last amended
and restated in its entirety by an instrument dated September 20, 1993 (the
"Plan");

WHEREAS, Sysco Corporation retained the right to amend the
Plan at any time by an instrument in writing; and

WHEREAS, the Plan has been amended by the First Amendment to
the Plan, which amendment was executed January 26, 1995, and by the Second
Amendment to the Plan, which amendment was executed June 7, 1995, and;

WHEREAS, it has been determined that the Plan should again be
restated to incorporate the First and Second Amendments so that the Plan, as
amended, is set forth in one document;

NOW, THEREFORE, Sysco Corporation amends and restates the
Sysco Corporation Executive Deferred Compensation Plan as follows:
<PAGE> 7
ARTICLE I

DEFINITIONS

1.1 Account. "Account" means a Participant's Account in
the Deferred Compensation Ledger maintained by the Committee which reflects the
benefits a Participant is entitled to under this Plan.

1.2 Beneficiary. "Beneficiary" means a person or entity
designated by the Participant under the terms of this Plan to receive any
amounts distributed under the Plan upon the death of the Participant.

1.3 Board of Directors. "Board of Directors" means the
Board of Directors of Sysco.

1.4 Change of Control. "Change of Control" means the
occurrence of one or more of the following events:

(a) Any "person", including a "syndication" or "group" as
those terms are used in Section 13(d)(3) of the Securities Act, is or
becomes the beneficial owner, directly or indirectly, of securities of
Sysco representing 20% or more of the combined voting power of Sysco's
then outstanding Voting Securities;

(b) Sysco is merged or consolidated with another
corporation and immediately after giving effect to the merger or
consolidation either (i) less than 80% of the outstanding Voting
Securities of the surviving or resulting entity are then beneficially
owned in the aggregate by (x) the stockholders of Sysco immediately
prior to such merger or consolidation, or (y) if a record date has
been set to determine the stockholders of Sysco entitled to vote on
such merger or consolidation, the stockholders of Sysco as of such
record date, or (ii) the Board of Directors, or similar governing
body, of the surviving or resulting entity does not have as a majority
of its members the persons specified in clause (c)(i) and (ii) below;

(c) If at any time the following do not constitute a
majority of the Board of Directors of Sysco (or any successor entity
referred to in clause (b) above):

(i) persons who are directors of Sysco on July
12, 1991; and

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<PAGE> 8
(ii) persons who, prior to their election as a
director of Sysco (or successor entity if applicable) were
nominated, recommended or endorsed by a formal resolution of
the Board of Directors of Sysco;

(d) If at any time during a calendar year a majority of
the directors of Sysco are not persons who were directors at the
beginning of the calendar year; and

(e) Sysco transfers substantially all of its assets to
another corporation which is a less than 80% owned subsidiary of
Sysco.

1.5 Code. "Code" means the Internal Revenue Code of
1986, as amended from time to time.

1.6 Company. "Company" means Sysco and any Subsidiary
adopting the Plan.

1.7 Company Match. "Company Match" means the 50% match
which the Company makes yearly to that portion of the amount deferred, if any,
during a Plan Year by a Participant under this Plan which is not in excess of
20% of the Participant's MIP Bonus.

1.8 Committee. "Committee" means the persons who are
from time to time serving as members of the committee administering this Plan.

1.9 Deferred Compensation Ledger. "Deferred Compensation
Ledger" means the ledger maintained by the Committee for each Participant which
reflects the amount of compensation deferred by the Participant under this
Plan, the Company match, and the amount of interest credited on each of these
amounts.

1.10 Disability. "Disability" means a physical or mental
condition that meets the eligibility requirements for the receipt of disability
income under the terms of the Disability Income Plan sponsored by Sysco for
those employees participating in the Sysco Corporation Management Incentive
Plan.

1.11 MIP Bonus. "MIP Bonus" means a bonus awarded or to
be awarded to the Participant under the Sysco Corporation Management Incentive
Plan.

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<PAGE> 9
1.12 Participant. "Participant" means an employee of a
Company who is eligible for and is participating in the Plan.

1.13 Plan. "Plan" means the Sysco Corporation Executive
Deferred Compensation Plan set forth in this document, as amended from time to
time.

1.14 Plan Year. "Plan Year" means a one year period which
coincides with the fiscal year of Sysco. Sysco has a 52/53 week fiscal year
beginning on the Sunday next following the Saturday closest to June 30th of
each calendar year.

1.15 Retirement. "Retirement" means any termination of
the employment of a Participant from all Companies on or after attaining age
65.

1.16 Securities Act. "Securities Act" means the
Securities Exchange Act of 1934, as amended from time to time.

1.17 Subsidiary. "Subsidiary" means any wholly owned
subsidiary of Sysco.

1.18 Sysco. "Sysco" means the Sysco Corporation, the
sponsor of this Plan.

1.19 Total Payments. "Total Payments" mean all payments
or benefits received or to be received by a Participant in connection with a
Change of Control of Sysco and the termination of his employment under the
terms of this Agreement or the Sysco Corporation Supplemental Executive
Retirement Plan, and in connection with a Change of Control of Sysco under the
terms of any stock option plan or any other plan, arrangement or agreement with
the Company, its successors, any person whose actions result in a Change of
Control or any person affiliated with the Company or who as a result of the
completion of transactions causing a Change of Control become affiliated with
the Company within the meaning of Section 1504 of the Code, taken collectively.

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<PAGE> 10
1.20 Voting Securities. "Voting Securities" means any
security which ordinarily possesses the power to vote in the election of the
Board of Directors without the happening of any precondition or contingency.

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<PAGE> 11
ARTICLE II

ELIGIBILITY

Initially, all participants in the Sysco Corporation
Management Incentive Plan, exclusive of any participant whose income is subject
to the Canadian tax laws, will be eligible to participate in this Plan.
However, the Committee retains the right to establish such additional
eligibility requirements for participation in this Plan as it may determine is
appropriate or necessary from time to time and has the right to determine, in
its sole discretion, that any one or more persons who meet the eligibility
requirements will not be eligible to participate for one or more Plan Years
beginning after the date they are notified of this decision by the Committee.

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<PAGE> 12
ARTICLE III

BONUS DEFERRAL AND COMPANY CONTRIBUTIONS

3.1 Bonus Deferral Election. A Participant may elect
prior to the beginning of any Plan Year what, if any, percentage of his MIP
Bonus earned during the ensuing Plan Year is to be deferred under this Plan.
Prior to the period the Committee establishes for each Participant to make his
election, the Committee will notify all eligible Participants of the maximum
and minimum percentages of the MIP Bonus earned during the ensuing Plan Year
that may be deferred. Once an election has been made as to the percentage to
be deferred it becomes irrevocable for that Plan Year. The election to
participate in the Plan for a given Plan Year will be effective only upon
receipt by the Committee of the Participant's percentage deferral election on
such form as will be determined by the Committee from time to time. If the
Committee fails to receive an election prior to the beginning of a Plan Year,
the Participant will be deemed to have elected not to defer any part of his MIP
Bonus for that Plan Year.

3.2 Company Match. The Company will award each
Participant who elects to defer a portion of his MIP Bonus under this Plan with
an amount equal to 50% of that portion of the amount deferred which is not in
excess of 20% of his MIP Bonus, for a maximum match by the Company of 10% of
the Participant's MIP Bonus.

-7-
<PAGE> 13
ARTICLE IV

ACCOUNT

4.1 Establishing a Participant's Account. The Committee
will establish an Account for each Participant in a special Deferred
Compensation Ledger which will be maintained by the Company. The Account will
reflect the amount of the Company's obligation to the Participant at any given
time.

4.2 Credit of the Participant's Deferral and the
Company's Match. Upon completion of the Plan Year the Committee will
determine, as soon as administratively practicable, the amount of a
Participant's MIP Bonus that has been deferred for that Plan Year and the
amount of the Company Match and will credit those amounts to the Participant's
Account in the Deferred Compensation Ledger as of the July 1st coincident with
or closest to the end of the Plan Year for which the MIP Bonus was awarded.

4.3 Crediting of Interest. Interest will be credited on
a Participant's Account at the rate established by Section 4.4 in the form of
simple interest compounded annually but credited on a monthly basis. The
interest earned on each deferral and each Company Match will be entered
separately.

4.4 Interest Rate. Interest will be applied to each
year's deferral and each Company Match at the highest of the following
described rates plus 1%:

(a) a 20 year Treasury Bond,

(b) a 10 year Treasury Note, and

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<PAGE> 14
The highest rate is determined by taking a monthly average for
the calendar year ending prior to the beginning of the Plan Year. The rate,
once established, will be used for the entire Plan Year and will be compounded
annually. This interest will continue to be credited until distribution is
made in the case of a lump sum or until distribution has commenced in the case
of an installment distribution when the rate calculated under Section 4.5
becomes applicable. However if an event described in Section 6.5 occurs, the
rate credited under this Section will be reduced as required in Section 6.5.

4.5 Procedure to Credit Interest After Distribution Has
Begun. For purposes of crediting interest to a Participant's Account once the
Participant has qualified for and is receiving an installment distribution, the
interest rate to be applied to the declining balance beginning immediately
after the first installment is due will be that rate determined by taking a
monthly average of the rate calculated under Section 4.4 for the last calendar
year prior to the month in which the first installment becomes due. This rate,
once established, will be used until the distribution is complete and will be
compounded annually.

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<PAGE> 15
ARTICLE V

VESTING

5.1 Deferrals. All deferrals of the MIP Bonus will be
100% vested at all times. The applicable interest accumulated on those
deferrals will be 100% vested except for any reduction which may occur under
Section 6.5 and for the events of forfeiture described in Section 6.6 and 6.7.

5.2 Company Match. Each Company Match together with
interest accumulated on those matches will vest on: (a) the tenth anniversary
of the date as of which the Company Match was credited to the Participant's
Account, (b) the Participant's attaining age 60, (c) the Participant's death,
(d) the Participant's becoming disabled or (e) a Change of Control, whichever
shall occur earliest, except for the events of forfeiture described in Sections
6.6 and 6.7 and any reduction caused by the restriction in Section 6.10.

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<PAGE> 16
ARTICLE VI

DISTRIBUTIONS

6.1 Death. Upon the death of a Participant, the
Participant's Beneficiary or Beneficiaries will receive the portion of the
amount credited to the Participant's Account in the Deferred Compensation
Ledger which is vested under Sections 5.1 and 5.2 in 15 equal annual
installments of principal and interest. The first installment will be made 90
days after the Participant's death and each succeeding installment will be made
on the same day of each succeeding year thereafter.

Each Participant, upon making his initial deferral election,
will file with the Committee a designation of one or more Beneficiaries to whom
distributions otherwise due the Participant will be made in the event of his
death prior to the complete distribution of the amount credited to his Account
in the Deferred Compensation Ledger. The designation will be effective upon
receipt by the Committee of a properly executed form which the Committee has
approved for that purpose. The Participant may from time to time revoke or
change any designation of Beneficiary by filing another approved Beneficiary
designation form with the Committee. If there is no valid designation of
Beneficiary on file with the Committee at the time of the Participant's death,
or if all of the Beneficiaries designated in the last Beneficiary designation
have predeceased the Participant or otherwise ceased to exist, the Beneficiary
will be the Participant's spouse, if the spouse survives the Participant, or
otherwise the Participant's estate. A Beneficiary must survive the Participant
by 60 days in order to be considered to be living on the date of the
Participant's death. If any Beneficiary survives the Participant but dies or
otherwise ceases to exist before receiving all amounts due the Beneficiary from
the Participant's Account, the balance of the amount which would have been paid
to that Beneficiary

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<PAGE> 17
will, unless the Participant's designation provides otherwise, be distributed
to the individual deceased Beneficiary's estate or to the Participant's estate
in the case of a Beneficiary which is not an individual. Any Beneficiary
designation which designates any person or entity other than the Participant's
spouse must be consented to in writing in a form acceptable to the Committee in
order to be effective.

6.2 Disability. Upon the disability of a Participant,
the Participant will receive the portion of the amount credited to the
Participant's Account in the Deferred Compensation Ledger which is vested under
Sections 5.1 and 5.2 in 15 equal annual installments of principal and interest.
The first installment will be made 90 days after the Participant becomes
disabled and each succeeding installment will be made on the same day of each
succeeding year thereafter.

6.3 Retirement. Upon the Retirement of a Participant,
the Participant will receive the portion of the amount credited to his Account
in the Deferred Compensation Ledger which is vested under Sections 5.1 and 5.2
in 15 equal annual installments of principal and interest. The first
installment will be made 90 days after the Participant's retirement and each
succeeding installment will be made on the same day of each succeeding year
thereafter.

6.4 Termination Prior to Death, Disability or Retirement.
Upon a Participant's termination from the employ of all Companies on or after
age 60 but prior to death, Disability or Retirement, the Participant will
receive the portion of the amount credited to his Account in the Deferred
Compensation Ledger which is vested under Sections 5.1 and 5.2 in 15 equal
annual installments of principal and interest. The first installment will be
made 90 days after the Participant's termination and each succeeding
installment will be made on the same day of each succeeding year thereafter.
Upon a Participant's termination from the employ of all

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<PAGE> 18
Companies prior to both age 60 and death, Disability or Retirement, the
Participant will receive the portion of the amount credited to his Account in
the Deferred Compensation Ledger which is vested under Sections 5.1 and 5.2 in
one lump sum cash payment 90 days after the Participant's termination. Any
amounts not then vested will be forfeited.

6.5 Events Causing a Reduction in Credited Interest. If
a Participant terminates under Section 6.4 and there is no Change of Control
during the preceding four Plan Years, the interest on that portion or all of
the deferrals in the Account which the Participant becomes entitled to receive
may be reduced. Where there is no Change of Control during the preceding four
Plan Years the interest rate provided in Section 4.4 will become inapplicable
to each deferral which has become distributable because of the Participant's
termination but has been credited to the Participant's Account less than 10
years on that date if the Participant is not at least age 60 prior to the end
of the Plan Year. Instead the interest on each such deferral will be reduced
to the rate for 90 day Treasury Bills on the first market day of the calendar
year during which the Plan Year began. The rate, once established, will be
used for the entire Plan Year and will be compounded annually.

6.6 Forfeiture For Cause. If the Committee finds, after
full consideration of the facts presented on behalf of both the Company and a
former Participant, that the Participant was discharged by the Company for
fraud, embezzlement, theft, commission of a felony, proven dishonesty in the
course of his employment by the Company which damaged the Company, or for
disclosing trade secrets of the Company, the entire amount credited to his
Account in the Deferred Compensation Ledger, exclusive of an amount equal to
the sum of the total deferrals of the Participant, will be forfeited even
though it may have been previously vested under Sections 5.1 and/or 5.2. The
decision of the Committee as to the cause of a former Participant's

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<PAGE> 19
discharge and the damage done to the Company will be final. No decision of the
Committee will affect the finality of the discharge of the Participant by the
Company in any manner. Notwithstanding the foregoing, the forfeiture created
by this Section will not apply to a Participant or former Participant
discharged during the Plan Year in which a Change of Control occurs, or during
the next three succeeding Plan Years following the Plan Year in which a Change
of Controls occurs unless an arbitrator selected to review the Committee's
findings agrees with the Committee's determination to apply the forfeiture.
The arbitrator will be selected by permitting the Company and the Participant
to strike one name each from a panel of three names obtained from the American
Arbitration Association. The person whose name is remaining will be the
arbitrator.

6.7 Forfeiture for Competition. If at the time a
distribution is being made or is to be made to a Participant or former
Participant, the Committee finds after full consideration of the facts
presented on behalf of the Company and the Participant or former Participant,
that the Participant or former Participant at any time within two years from
his termination of employment from all Companies which adopted this Plan, and
without written consent of the Company, directly or indirectly owns, operates,
manages, controls or participates in the ownership, management, operation or
control of or is employed by, or is paid as a consultant or other independent
contractor by a business which competes or at any time did compete with the
Company by which he was formerly employed in a trade area served by the Company
at the time distributions are being made or to be made and in which the
Participant or former Participant had represented the Company while employed by
it; and, if the Participant or former Participant continues to be so engaged 60
days after written notice has been given to him, the Committee will forfeit all
amounts otherwise due the Participant or former Participant, exclusive

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<PAGE> 20
of an amount equal to the sum of the total deferrals of the Participant or
former Participant even though it may have been previously vested under
Sections 5.1 and/or 5.2. Notwithstanding the foregoing, the forfeiture created
by this Section will not apply to any Participant or former Participant whose
termination of employment from all Companies which adopted this Plan occurs
during the Plan Year in which a Change of Control occurs or during the next
three succeeding Plan Years following the Plan Year in which a Change of
Control occurs.

6.8 Hardship Withdrawals. Any Participant who is in pay
status may request a hardship withdrawal. No hardship withdrawal can exceed
the lesser of the amount credited to the Participant's Account or the amount
reasonably needed to satisfy the emergency need. Whether a hardship exists and
the amount reasonably needed to satisfy the emergency need will be determined
by the Committee based upon the evidence presented by the Participant and the
rules established in this Section. If a hardship withdrawal is approved by the
Committee it will be paid within 10 days of the Committee's determination. A
hardship for this purpose is a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant
or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of
1986, as amended) of the Participant, loss of the Participant's property due to
casualty, or any similar extraordinary and unforeseeable circumstance arising
as a result of events beyond the control of the Participant. The circumstances
that will constitute a hardship will depend upon the facts of each case, but,
in any case, payment may not be made to the extent that the hardship is or may
be relieved: (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Participant's assets, to the extent the
liquidation of such assets will not itself cause severe financial hardship, or
(c) by cessation of deferrals

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<PAGE> 21
under this Plan. Such foreseeable needs for funds as the need to send a
Participant's child to college or the desire to purchase a home will not be
considered to be a hardship.

6.9 Expenses Incurred in Enforcing the Plan. The Company
will, in addition, pay a Participant for all legal fees and expenses incurred
by him in contesting or disputing his termination or in seeking to obtain or
enforce any benefit provided by this Plan if the termination occurs in the Plan
Year in which a Change of Control occurs or during the next three succeeding
Plan Years following the Plan Year in which a Change of Control occurs except
to the extent that the payment of those fees or expenses are restricted under
Section 6.10.

6.10 Restrictions on any Portion of Total Payments
Determined to be Excess Parachute Payments. In the event that any payment or
benefit received or to be received by a Participant in connection with a Change
of Control of Sysco, or the termination of his employment by the Company would
not be deductible, whether in whole or in part, by the Company or any
affiliated company, as a result of Section 280G of the Code and a reduction
under the Sysco Corporation Supplemental Executive Retirement Plan is not
sufficient to cause all benefits paid under this Plan to be deductible, the
benefits payable under this Plan shall be reduced until no portion of the Total
Payments is not deductible as a result of Section 280G of the Code, or the
benefits payable under this Agreement have been reduced to an amount equal to
the Participant's MIP Bonus deferred under this Plan together with the interest
accrued on the deferred amount. In determining this limitation: (a) no portion
of the Total Payments which the Participant has waived in writing prior to the
date of the payment of benefits under this Plan will be taken into account, (b)
no portion of the Total Payments which tax counsel, selected by the Company's
independent auditors and acceptable to the Participant, determined not to
constitute a "parachute payment" within the meaning of Section 280G(b)(2) of
the Code will be taken into

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<PAGE> 22
account, (c) no portion of the Total Payments which tax counsel, selected by
the Company's independent auditors and acceptable to the Participant,
determines to be reasonable compensation for services rendered within the
meaning of Section 280G(b)(4) of the Code will be taken into account, and (d)
the value of any non-cash benefit or any deferred payment or benefit included
in the Total Payments will be determined by the Company's independent auditors
in accordance with Sections 280G(d)(3) and (4) of the Code.

6.11 Responsibility for Distributions and Withholding of
Taxes. The Committee will furnish information, to the Company last employing
the Participant, concerning the amount and form of distribution to any
Participant entitled to a distribution so that the Company may make or cause
the Rabbi Trust to make the distribution required. It will also calculate the
deductions from the amount of the benefit paid under the Plan for any taxes
required to be withheld by federal, state or local government and will cause
them to be withheld. If a Participant has deferred compensation under the Plan
while in the service of more than one Company, each Company for which the
Participant was working will reimburse the disbursing agent for the amount
attributable to compensation deferred while the Participant was in the service
of that Company if it has not already provided that funding to the disbursing
agent.

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<PAGE> 23
ARTICLE VII

ADMINISTRATION

7.1 Committee Appointment. The Committee will be
appointed by the Board of Directors. The initial Committee members will be
Messrs. Woodhouse, Lindig and Lowrey and Mrs. Riker. Each Committee member
will serve until his or her resignation or removal. The Board of Directors
will have the sole discretion to remove any one or more Committee members and
appoint one or more replacement or additional Committee members from time to
time.

7.2 Committee Organization and Voting. The Committee
will select from among its members a chairman who will preside at all of its
meetings and will elect a secretary without regard to whether that person is a
member of the Committee. The secretary will keep all records, documents and
data pertaining to the Committee's supervision and administration of the Plan.
A majority of the members of the Committee will constitute a quorum for the
transaction of business and the vote of a majority of the members present at
any meeting will decide any question brought before the meeting. In addition,
the Committee may decide any question by vote, taken without a meeting, of a
majority of its members. A member of the Committee who is also a Participant
will not vote or act on any matter relating solely to himself.

7.3 Powers of the Committee. The Committee will have the
exclusive responsibility for the general administration of the Plan according
to the terms and provisions of the Plan and will have all powers necessary to
accomplish those purposes, including but not by way of limitation the right,
power and authority:

(a) to make rules and regulations for the administration
of the Plan;

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<PAGE> 24
(b) to construe all terms, provisions, conditions and
limitations of the Plan;

(c) to correct any defect, supply any omission or
reconcile any inconsistency that may appear in the Plan in the manner
and to the extent it deems expedient to carry the Plan into effect for
the greatest benefit of all parties at interest;

(d) to designate the persons eligible to become
Participants and to establish the maximum and minimum amounts that may
be elected to be deferred;

(e) to determine all controversies relating to the
administration of the Plan, including but not limited to:

(1) differences of opinion arising between the
Company and a Participant except when the difference of
opinion relates to the entitlement to, the amount of or the
method or timing of payment of a benefit affected by a Change
of Control, in which event it shall be decided by judicial
action; and

(2) any question it deems advisable to determine
in order to promote the uniform administration of the Plan for
the benefits of all parties at interest; and

(f) to delegate by written notice those clerical and
recordation duties of the Committee, as it deems necessary or
advisable for the proper and efficient administration of the Plan.

7.4 Committee Discretion. The Committee in exercising
any power or authority granted under this Plan or in making any determination
under this Plan shall perform or refrain from performing those acts using its
sole discretion and judgment. Any decision made by the Committee or any
refraining to act or any act taken by the Committee in good faith shall be
final and binding on all parties. The Committee's decision shall never be
subject to de novo review. Notwithstanding the foregoing, the Committee's
decisions, refraining to act or acting is to be subject to judicial review for
those incidents occurring during the Plan Year in which a Change of Control
occurs and during the next three succeeding Plan Years.

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<PAGE> 25
7.5 Annual Statements. The Committee will cause each
Participant to receive an annual statement as soon as administratively possible
after the conclusion of each Plan Year containing the amounts deferred and the
Company Match through the end of that Plan Year and the interest applicable to
the deferred and matched amounts, and the amount vested as of the end of that
Plan Year.

7.6 Reimbursement of Expenses. The Committee will serve
without compensation for their services but will be reimbursed by Sysco for all
expenses properly and actually incurred in the performance of their duties
under the Plan.

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<PAGE> 26
ARTICLE VIII

ADOPTION BY SUBSIDIARIES

8.1 Procedure for and Status After Adoption. Any
Subsidiary may, with the approval of the Committee, adopt this Plan by
appropriate action of its board of directors. The terms of the Plan will apply
separately to each Subsidiary adopting the Plan and its Participants in the
same manner as is expressly provided for Sysco and its Participants except that
the powers of the Board of Directors and the Committee under the Plan will be
exercised by the Board of Directors of Sysco alone. Sysco and each Subsidiary
adopting the Plan will bear the cost of providing plan benefits for its own
Participants. It is intended that the obligation of Sysco and each Subsidiary
with respect to its Participants will be the sole obligation of the Company
that is employing the Participant and will not bind any other Company.

8.2 Termination of Participation By Adopting Subsidiary.
Any Subsidiary adopting the Plan may, by appropriate action of its board of
directors, terminate its participation in the Plan. The Committee may, in its
discretion, also terminate a Subsidiary's participation in the Plan at any
time. The termination of the participation in this Plan by a Subsidiary will
not, however, affect the rights of any Participant who is working or has worked
for the Subsidiary as to amounts previously standing to his credit in his
Account in the Deferred Compensation Ledger or reduce the interest rate of
interest to accrue on amounts deferred by him and credited to his Account prior
to the distribution of those funds to the Participant without his consent.

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<PAGE> 27
ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1 Amendment or Termination of the Plan. The Board of
Directors may amend or terminate this Plan at any time by an instrument in
writing without the consent of any adopting Company.

9.2 No Retroactive Effect on Awarded Benefits. No
amendment will affect the rights of any Participant to the amounts then
standing to his credit in his Account in the Deferred Compensation Ledger, to
change the method of calculating the rate of interest already accrued or to
accrue in the future on amounts deferred by him or matched by the Company prior
to the date of the amendment or to change a Participant's right under any
provision relating to a Change of Control after a Change of Control has
occurred without the Participant's consent. However, the Board of Directors
shall retain the right at any time to change in any manner the method of
calculating the rate of interest on all amounts deferred by a Participant
and/or matched by the Company after the date of the amendment if it has been
announced to the Participants.

9.3 Effect of Termination. If the Plan is terminated,
all amounts deferred by Participants and matched by the Company and credited to
a Participant's Account will immediately vest under Sections 5.1 and 5.2 and
interest will be applied to the Account in accordance with Section 4.4 as if
the Participant were entitled to and did retire on the date the Plan
terminated. Distribution would then, as soon as conveniently practicable,
commence in accordance with Section 6.3 and interest during the distribution
period would be calculated and credited in accordance with Section 4.5. The
forfeiture provisions of Sections 6.6 and 6.7 and

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the restriction set out in Section 6.10 would continue to apply throughout the
period of distribution.

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<PAGE> 29
ARTICLE X

FUNDING

10.1 Payments Under This Agreement are the Obligation of
the Company. The Company will pay the benefits due the Participants under this
Plan; however should it fail to do so when a benefit is due, the benefit will
be paid by the trustee of that certain trust agreement, entered into
contemporaneously with this agreement, by and between the Company and Texas
Commerce Bank National Association. In any event, if the trust fails to pay
for any reason, the Company still remains liable for the payment of all
benefits provided by this Plan.

10.2 Agreement May Be Funded Through Rabbi Trust. It is
specifically recognized by both the Company and the Participants that the
Company may, but is not required to, purchase life insurance so as to
accumulate assets sufficient to fund the obligations of the Company under this
Plan and that the Company may, but is not required to contribute any policy or
policies it may purchase and any amount it finds desirable to a trust
established to accumulate assets sufficient to fund the obligations of all of
the Companies signatory to this Plan. However, under all circumstances, the
Participants will have no rights to any of those policies; and likewise, under
all circumstances, the rights of the Participants to the assets held in the
trust will be no greater than the rights expressed in this agreement. Nothing
contained in the trust agreement which creates the funding trust will
constitute a guarantee by any Company that assets of the Company transferred to
the trust will be sufficient to pay any benefits under this Plan or would place
the Participant in a secured position ahead of general creditors should the
Company become insolvent or bankrupt. Any trust agreement prepared to fund the
Company's obligations under this agreement must specifically set out these
principles so it is clear in that trust

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<PAGE> 30
agreement that the Participants in this Plan are only unsecured general
creditors of the Company in relation to their benefits under this Plan.

10.3 Reversion of Excess Assets. Any adopting Company
may, at any time, request the actuary, who last performed the annual actuarial
valuation of the Sysco Retirement Plan, to determine the present Account
balance, assuming the Account balance to be fully vested and the interest rate
not to be reduced (whether they are or not), as of the month end coincident
with or next preceding the request, of all Participants and Beneficiaries of
deceased Participants for which all Companies are or will be obligated to make
payments under this Plan. If the fair market value of the assets held in the
trust, as determined by the Trustee as of that same date, exceeds the total of
the Account balances of all Participants and Beneficiaries by 25%, any Company
may direct the trustee to return to each Company its proportionate part of the
assets which are in excess of 125% of the Account balances. Each Company's
share of the excess assets will be the Participants' Accounts earned while in
the employ of that Company as compared to the total of the Account balances
earned by all Participants under the Plan times the excess assets. If there
has been a Change of Control, for the purpose of determining if there are
excess funds, all contributions made prior to the Change of Control will be
subtracted from the fair market value of the assets held in the trust as of the
determination date but before the determination is made.

10.4 Participants Must Rely Only on General Credit of the
Company. It is also specifically recognized by both the Company and the
Participants that this Plan is only a general corporate commitment and that
each Participant must rely upon the general credit of the Company for the
fulfillment of its obligations hereunder. Under all circumstances the rights
of Participants to any asset held by the Company will be no greater than the
rights expressed in this

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<PAGE> 31
agreement. Nothing contained in this agreement will constitute a guarantee by
the Company that the assets of the Company will be sufficient to pay any
benefits under this Plan or would place the Participant in a secured position
ahead of general creditors of the Company. Though the Company may establish or
become a signatory to a Rabbi Trust, as indicated in Section 10.1, to
accumulate assets to fulfill its obligations, the Plan and any such trust will
not create any lien, claim, encumbrance, right, title or other interest of any
kind whatsoever in any Participant in any asset held by the Company,
contributed to any such trust or otherwise designated to be used for payment of
any of its obligations created in this agreement. No specific assets of the
Company have been or will be set aside, or will in any way be transferred to
the trust or will be pledged in any way for the performance of the Company's
obligations under this Plan which would remove such assets from being subject
to the general creditors of the Company.

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<PAGE> 32
ARTICLE XI

MISCELLANEOUS

11.1 Limitation of Rights. Nothing in this Plan will be
construed:

(a) to give any employee of any Company any right to be
designated a Participant in the Plan;

(b) to give a Participant any right with respect to the
compensation deferred, the Company match or the interest credited in
the Deferred Compensation Ledger except in accordance with the terms
of this Plan;

(d) to evidence any agreement or understanding, expressed
or implied, that the Company will employ a Participant in any
particular position or for any particular remuneration; or

(e) to give a Participant or any other person claiming
through him any interest or right under this Plan other than that of
any unsecured general creditor of the Company.

11.2 Distributions to Incompetents or Minors. Should a
Participant become incompetent or should a Participant designate a Beneficiary
who is a minor or incompetent, the Committee is authorized to pay the funds due
to the parent of the minor or to the guardian of the minor or incompetent or
directly to the minor or to apply those funds for the benefit of the minor or
incompetent in any manner the Committee determines in its sole discretion.

11.3 Nonalienation of Benefits. No right or benefit
provided in this Plan will be transferable by the Participant except, upon his
death, to a named Beneficiary as provided in this Plan. No right or benefit
under this Plan will be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge the same will be void. No right or benefit
under this Plan will in any manner be liable for or subject to any debts,
contracts, liabilities or torts of the person

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<PAGE> 33
entitled to such benefits. If any Participant or any Beneficiary becomes
bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or
charge any right or benefit under this Plan, that right or benefit will, in the
discretion of the Committee, cease. In that event, the Committee may have the
Company hold or apply the right or benefit or any part of it to the benefit of
the Participant or Beneficiary, his or her spouse, children or other dependents
or any of them in any manner and in any proportion the Committee believes to be
proper in its sole and absolute discretion, but is not required to do so.

11.4 Reliance Upon Information. The Committee will not be
liable for any decision or action taken in good faith in connection with the
administration of this Plan. Without limiting the generality of the foregoing,
any decision or action taken by the Committee when it relies upon information
supplied it by any officer of the Company, the Company's legal counsel, the
Company's independent accountants or other advisors in connection with the
administration of this Plan will be deemed to have been taken in good faith.

11.5 Severability. If any term, provision, covenant or
condition of the Plan is held to be invalid, void or otherwise unenforceable,
the rest of the Plan will remain in full force and effect and will in no way be
affected, impaired or invalidated.

11.6 Notice. Any notice or filing required or permitted
to be given to the Committee or a Participant will be sufficient if in writing
and hand delivered or sent by U.S. mail to the principal office of the Company
or to the residential mailing address of the Participant. Notice will be
deemed to be given as of the date of hand delivery or if delivery is by mail,
as of the date shown on the postmark.

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<PAGE> 34
11.7 Gender and Number. If the context requires it, words
of one gender when used in this Plan will include the other genders, and words
used in the singular or plural will include the other.

11.8 Governing Law. The Plan will be construed,
administered and governed in all respects by the laws of the State of Texas.

11.9 Effective Date. This Plan will be operative and
effective on July 3, 1988.

IN WITNESS WHEREOF, the Company has executed this document on
this 16th day of August, 1995, restating the Plan to incorporate the First
Amendment executed January 26, 1995, and the Second Amedment executed June 7,
1995, into the amended and restated Plan, executed September 20, 1993.

SYSCO CORPORATION

By /s/ La Dee G. Riker
--------------------------

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<PAGE> 1

EXHIBIT #10(e)
<PAGE> 2

SYSCO CORPORATION

1995 MANAGEMENT INCENTIVE PLAN

This Sysco Corporation 1995 Management Incentive Plan (the "Plan") was
adopted by unanimous action of the Plan Compensation Committee (as hereinafter
defined) of Sysco Corporation (the "Company") on May 9, 1995, and by the Board
of Directors of the Company (the "Board of Directors") on May 10, 1995.

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 and/or managing the operations of
certain Subsidiaries. Except as otherwise provided in Section 8 hereof, the
total number of shares of Sysco Common Stock, $1.00 par value ("Common Stock"),
which may be awarded pursuant to the Plan shall not exceed 2,124,234 shares. All
references to periods in the Plan are to fiscal periods unless otherwise
specifically noted. Nothing in the Plan shall be deemed to affect incentive
bonuses paid or to be paid to participants under any predecessor management
incentive plan for fiscal years prior to the Company's 1996 fiscal year.

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)
including without limitation the manner of determining financial and accounting
concepts discussed in the Plan; to otherwise supervise the administration of the
Plan; and, except as to the application of the 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, 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 (hereinafter
defined). 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) 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
or the Company, in the following capacities (Subsidiary Participants, Corporate
Participants, Designated Participants and Senior Executive Participants are
referred to collectively as "Participants" or individually as a "Participant"):

Subsidiary Participants -- Persons who serve as an officer of a Subsidiary,
regardless of whether such Participant works for a division or a subsidiary
of the Company.

Corporate Participants -- Persons who serve as an officer of the Company
who are also employees of the Company or a Subsidiary.

1
<PAGE> 3

Designated Participants -- Persons other than Corporate Participants or
Subsidiary Participants who are employed by a Subsidiary or by the
corporate office of the Company who are designated by the Plan Compensation
Committee from time to time.

Senior Executive Participants -- 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 regulation section,
or any administrative interpretation thereof) (the "Executive Compensation
Provisions") during a fiscal year of the Company and who have been
designated by the Plan Compensation Committee as Corporate, Subsidiary or
Designated Participants in the Plan for such fiscal year. If a Participant
is both a Senior Executive Participant and a Corporate, Subsidiary or
Designated 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, Subsidiary or Designated
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.

4. 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 and possibly Designated
Participants) or of a select group of Subsidiaries (as to Corporate and possibly
Designated Participants), subject to the discretion of the Plan Compensation
Committee to formulate a different bonus structure as to any Participant, other
than Senior Executive Participants. The bonus is calculated with respect to an
entire fiscal year and, if earned, shall be paid in accordance with Section 6
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 depend upon the
return on capital and/or increase in pretax earnings of the Subsidiary employing
such Participant; a portion of the bonus may depend upon the return on
stockholder's equity and increase in earnings per share of the Company as a
whole; and a portion of the bonus may depend upon any one or more of the
following performance factors: (i) sales of the Company and/or one or more
Subsidiaries, (ii) pretax earnings of the Company, (iii) net earnings of the
Company and/or one or more Subsidiaries, (iv) control of operating and/or
nonoperating expenses of the Company and/or one or more Subsidiaries, (v)
margins of the Company and/or one or more Subsidiaries, (vi) market price of the
Company's securities, and (vii) other objectively measurable factors directly
tied to the performance of the Company and/or one or more Subsidiaries. The
relative weights of the factors considered and the percentages of the total
bonus comprised by the portion of the bonus determined with respect to the
Subsidiary employing the Participant and the portion of the bonus determined
with respect to the Company shall be determined by the Plan Compensation
Committee in its sole discretion. Notwithstanding the foregoing, the Plan
Compensation Committee may alter the bonus formula with respect to any such
Participant by changing the performance targets as determined in the sole
discretion of the Committee.

In addition to the bonus calculated in accordance with the first paragraph
of Section 4(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 may be established by the
Plan Compensation Committee at one or more times during such fiscal year or
within ninety (90) days following

2
<PAGE> 4

the end of such fiscal year based on such criteria as the Plan Compensation
Committee may develop in its sole discretion.

(B) Corporate Participants and certain Senior Executive Participants.

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 the Plan, a portion of the bonus may depend upon the return on
stockholder's equity and increase in earnings per share of the Company; portion
of the bonus may depend upon the return on capital of one or more of the
Subsidiaries and/or the increase in pretax earnings of one or more of the
Subsidiaries; and a portion of the bonus may depend upon any one or more of the
following performance factors: (i) sales of the Company and/or one or more
Subsidiaries, (ii) pretax earnings of the Company, (iii) net earnings of the
Company and/or one or more Subsidiaries, (iv) control of operating and/or
nonoperating expenses of the Company and/or one or more Subsidiaries, (v)
margins of the Company and/or one or more Subsidiaries, (vi) market price of the
Company's securities, and (vii) other objectively measurable factors directly
tied to the performance of the Company and/or one or more Subsidiaries. The
relative weights of the factors considered and the percentage of the total bonus
comprised by the portion of the bonus determined with respect to the
Subsidiaries of the Company and the portion determined with respect to the
Company shall be determined by the Plan Compensation Committee in its sole
discretion. Notwithstanding the foregoing, the Plan Compensation Committee may
alter the bonus formula with respect to any such Participant by changing the
performance targets as determined in the sole discretion of the Committee.

The Plan Compensation Committee may formulate a bonus structure for each
Designated Participant which is based on performance factors determined by the
Plan Compensation Committee in its sole discretion. The bonus structure for any
Designated Participant may be similar to or may vary materially from the bonus
structure for Corporate Participants or Subsidiary Participants.

(D) General Rules Regarding Bonus Calculation.

In determining whether or not the results of operations of a Subsidiary or
Subsidiaries or the Company for a given fiscal year result 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 and binding on each Participant. Except as provided in Section 10 as to
Senior Executive Participants, there is no limit to the bonus that can be
obtained. Prior to payment of the bonus to Senior Executive Participants, the
Plan Compensation Committee shall certify that the performance goals and other
material terms of the Plan have been achieved with respect to the Senior
Executive Participants.

5. 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 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.

6. PAYMENT

Within 90 days following the end of each fiscal year, the Company shall
determine the amount of any bonus earned by each Participant pursuant to the
provisions of Section 4 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 6(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

3
<PAGE> 5

received his or her 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
6(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 or her
election, plus 40 Additional Shares), plus the Additional Cash Bonus (as defined
in Section 6(B) below).

(B) If a Participant elects to receive Common Stock in accordance with
Section 6(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").

7. 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 would have been entitled to receive had
he or she been a shareholder of the Company holding shares pursuant to the 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.

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

(A) The shares to be issued to a Participant may be unregistered, at the
option of the Company, 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 the Participant's death or termination of employment due to
disability or retirement under normal Company benefit plans, then upon demand of
the Company made

4
<PAGE> 6

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 the 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 the Participant
pursuant to the 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 the Plan. The market price of the Common Stock shall be deemed to
be the closing price of such stock on the 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 the Plan shall bear a legend reflecting these restrictions.

9. AMENDMENTS AND TERMINATION

The 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. The 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.

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

Notwithstanding any other provision in the 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 6(A) above, and the Additional Cash
Bonus (as defined in Section 6(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.

<PAGE> 1

EXHIBIT #10(g)
<PAGE> 2

NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

This Non-Employee Directors Stock Option Plan (the "Plan") is established
to attract, retain and compensate for service as members of the Board of
Directors highly qualified individuals who are not current employees of Sysco
Corporation (the "Corporation") and to enable them to increase their ownership
in the Corporation's common stock. This Plan will be beneficial to the
Corporation and its stockholders since it will allow these directors to have a
greater personal financial stake in the Corporation through the ownership of
Corporation common stock, in addition to underscoring their common interest with
stockholders in increasing the value of the Corporation over the longer term.

1. ELIGIBILITY. All members of the Corporation's Board of Directors who are
not current employees of the Corporation or any of its subsidiaries
("Non-Employee Directors") are eligible to participate in this Plan.

2. OPTIONS. No stock options granted pursuant to this Plan ("Options") may
be "Incentive Stock Options" under Section 422 of the Internal Revenue Code of
1986, as amended.

3. SHARES AVAILABLE.

(a) Number of Shares Available: There are hereby reserved for issuance
under this Plan 200,000 shares of the Corporation's Common Stock, $1.00 par
value ("Common Stock"), which may be authorized but unissued shares,
treasury shares, or shares purchased on the open market.

(b) Recapitalization Adjustment: In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Corporation, adjustments in the number
and kind of shares authorized by this Plan, in the number and kind of
shares to be issued under Section 4 below, in the number and kind of shares
covered by outstanding Options under this Plan, and in the option price
thereof, shall be made if, and in the same manner as, such adjustments are
made to options issued under the Corporation's plan pursuant to which
Incentive Stock Options may be granted which is then in effect.

4. ANNUAL GRANT OF STOCK OPTIONS. If the Corporation achieves for any
fiscal year an increase in after-tax earnings per share of 10% or more over
after-tax earnings per share for the prior fiscal year, determined consistently
with determinations made in connection with the measurement of the Corporation's
performance under incentive compensation plans for management of the
Corporation, each individual elected, re-elected or continuing as a Non-Employee
Director shall automatically receive an Option for 2,000 shares of Common Stock
on the first business day (the "Award Date") after the Corporation's Annual
Meeting of Stockholders which follows the close of such fiscal year.
Notwithstanding the foregoing, if, on the Award Date, the General Counsel of the
Corporation determines, in his/her sole discretion, that the Corporation is in
possession of material, undisclosed information about the Corporation, then the
annual grant of Options to Non-Employee Directors shall be suspended until the
second day after public dissemination of such information, and the price,
exercisability dates and option period shall then be determined by reference to
such later date. If Common Stock is not traded on the New York Stock Exchange
("NYSE") on any date a grant would otherwise be awarded, then the grant shall be
made the next day thereafter on which Common Stock is so traded. The foregoing
notwithstanding, the first Option grant pursuant to this Plan shall be made
effective as of December 12, 1994. All Option grants pursuant to this Plan shall
be evidenced by a written instrument consistent with the provisions hereof.

5. OPTION PRICE. The price of the Option shall be the last closing price of
the Corporation Common Stock on the NYSE prior to the grant of the Option.

6. OPTION PERIOD. An Option granted under the Plan shall become exercisable
and shall expire in accordance with the vesting and other conditions contained
on Exhibit A hereto, as the same may be amended in accordance with paragraph 10
hereof; provided, however, that no Option may be exercised later than ten years
after the date of grant thereof.

1
<PAGE> 3

7. PAYMENT. The Option exercise price shall be paid in cash in U.S. dollars
at the time the Option is exercised or in shares of Corporation Common Stock
having an aggregate value equal to the Option exercise price (determined as of
the first business day prior to the date of exercise, pursuant to the formula
set forth in paragraph 5 above) or by a combination of cash and Common Stock.

8. CESSATION OF SERVICE. Upon cessation of service as a Non-Employee
Director (for reasons other than death), all Options, whether or not exercisable
at the date of cessation of service, shall be forfeited by the grantee;
provided, however, that, subject to Paragraph 3 of Exhibit A, if a grantee
leaves the Board of Directors in "good standing" (for reasons other than death),
such grantee's Options shall remain in effect, vest, become exercisable and
expire as if the grantee had remained a Non-Employee Director of the
Corporation. Whether or not a Non-Employee Director has left the Board in "good
standing" shall be determined by the Corporation's Board of Directors, in its
sole discretion; provided, however, that any Non-Employee Director who serves
out his/her term but does not stand for re-election at the end thereof shall be
deemed to have left the Board of Directors in "good standing."

9. DEATH. Upon the death of a Non-Employee Director, only those Options
which were exercisable on the date of death shall be exercisable by his/her
legal representatives or heirs. Such Options must be exercised within one year
from date of death or they shall be automatically forfeited (but in no event may
the Options be exercised beyond the last date on which they could have been
exercised had the Non-Employee Director not died).

10. ADMINISTRATION AND AMENDMENT OF THE PLAN. This Plan shall be
administered by the Board of Directors of the Corporation. This Plan may be
terminated or amended by the Board of Directors as it deems advisable. However,
amendments to this Plan shall not be made more frequently than every six months
unless necessary to comply with the Internal Revenue Code of 1986, as amended,
or with the Employee Retirement Income Security Act of 1974, as amended, or any
successors thereto, or the regulations promulgated thereunder. No amendment may
revoke or alter in a manner unfavorable to the grantees any Options then
outstanding, nor may the Board amend this Plan without stockholder approval
where the absence of such approval would cause the Plan to fail to comply with
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Act"), or
any other requirement of applicable law or regulation. An Option may not be
granted under this Plan after that date which is ten years from the date of
stockholder approval of this Plan, but Options granted prior to that date shall
continue to become exercisable and may be exercised according to their terms.

11. NONTRANSFERABILITY. No Option granted under this Plan is transferable
other than by will or the laws of descent and distribution. During the grantee's
lifetime, an Option may be exercised only by the grantee or the grantee's
guardian or legal representative.

12. COMPLIANCE WITH SEC REGULATIONS. It is the Corporation's intent that
this Plan comply in all respects with Rule 16b-3 under the Act and any
regulations promulgated thereunder. If any provision of this Plan is at any time
found not to be in compliance with the Rule, the provision shall be deemed null
and void. All grants and exercises of Options under this Plan shall be executed
in accordance with the requirements of Section 16 of the Act, as amended, and
any regulations promulgated thereunder.

13. MISCELLANEOUS. Except as provided in this Plan, no Non-Employee
Director shall have any claim or right to be granted an Option under this Plan.
Neither this Plan nor any actions hereunder shall be construed as giving any
director any right to be retained in the service of the Corporation.

14. EFFECTIVE DATE. This Plan shall be effective on December 1, 1994,
subject to stockholder approval hereof being obtained at the Corporation's 1995
Annual Meeting of Stockholders; provided, however, that all Option grants made
hereunder prior to this Plan having been approved by the Corporation's
stockholders are hereby expressly made contingent upon obtaining such approval.

2
<PAGE> 4

EXHIBIT A TO SYSCO CORPORATION
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

In addition to the conditions set out in the Plan, the exercise of an
Option is contingent upon satisfying the below requirements:

1. The fiscal year immediately prior to the fiscal year in which the Option
is granted is the "Base Year" for determining if vesting requirements have been
met. One-third of the total number of shares covered by an Option shall vest at
the conclusion of each of the next three fiscal years of the Corporation
following the Base Year, provided that the pretax earnings of the Corporation
increased at least 20% in such fiscal year over the Corporation's pretax
earnings for the prior fiscal year. If pretax earnings of the Corporation should
increase less than 20% in any one fiscal year over the prior fiscal year, the
Option can be vested at the conclusion of any fiscal year ending within the
five-year period following the date of grant of the Option (the "Vesting
Period") in which pretax earnings of the Corporation for the fiscal years after
the Base Year have grown at a minimum rate of 15%, compounded annually, with
one-third of the total number of shares covered by the Option to vest for each
fiscal year after the Base Year included in the calculation of the 15%
compounded minimum growth rate.

2. If neither of the vesting requirements set out in the paragraph
immediately above are met, an Option may still vest, in part or in whole,
subject to the following criteria:

(a) For any fiscal year within the Vesting Period in which the
Corporation's annual return on shareholders' equity (computed in a manner
consistent with the computation of the Corporation's annual return on
shareholders' equity under the Corporation's incentive compensation plans
for management of the Corporation) equals or exceeds 17.5% and the increase
in pretax earnings of the Corporation over the prior fiscal year equals or
exceeds 15%, one-third of the Option will vest.

(b) If the Corporation's average annual return on shareholders' equity
(computed in a manner consistent with the computation of the Corporation's
annual return on shareholders' equity under the Corporation's incentive
compensation plans for management of the Corporation) for the five fiscal
years ending within the Vesting Period equals or exceeds 17.5% and the
increase in pretax earnings of the Corporation over such five fiscal years
equals or exceeds 10%, compounded annually, the Option will fully vest.

3. If none of the vesting requirements set out above are met within the
Vesting Period as to any portion of an Option, such Option (or portion thereof)
will nonetheless vest and become exercisable six months prior to the expiration
thereof (the "Supplemental Vesting Date") provided that the grantee of the
Option (the "Grantee") continues to serve on the Corporation's Board of
Directors as a Non-Employee Director on the Supplemental Vesting Date.
Notwithstanding anything in Section 8 of the Plan to the contrary, if any Option
(or portion thereof) has not vested by the end of the Vesting Period, said
Option (or portion thereof) shall be automatically forfeited when the Grantee
ceases to serve as a Non-Employee Director (for reasons other than death) if
such cessation occurs prior to the Supplemental Vesting Date.

4. Subject to the limitations set forth in the Plan, the vested portion of
an Option may be exercised at any time following the conclusion of the fiscal
year in which it vests, provided that at the time of exercise all of the
conditions set forth in the Plan have been met. No portion of any Option may be
exercised prior to one calendar year following the date of grant thereof.

<PAGE> 1

EXHIBIT #11
<PAGE> 2
SYSCO CORPORATION AND SUBSIDIARIES

STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

EXHIBIT 11
<TABLE>
<CAPTION>

July 3, 1993 July 2, 1994 July 1, 1995
------------ ------------ ------------
<S> <C> <C> <C>
Calculation of Primary Earnings Per Share:
------------------------------------------

Net earnings applicable to common stock $201,807,000 $216,752,000 $251,824,000
============ ============ ============

Average number of common shares and common stock
equivalents outstanding 186,745,576 184,338,616 182,779,806

Dilutive effect of stock options (1) -- -- --
------------ ------------ ------------
186,745,576 184,338,616 182,779,806
============ ============ ============

Primary earnings per share $ 1.08 $ 1.18 $ 1.38
============ =========== ============

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

Net earnings applicable to common stock $201,807,000 $216,752,000 $251,824,000
============ ============ ============

Average number of shares outstanding on a fully
diluted basis -- same as for calculation of
primary earnings per share 186,745,576 184,338,616 182,779,806

Dilutive effect of stock options and
Liquid Yield Option Notes (2) -- -- --
------------ ------------ ------------
186,745,576 184,338,616 182,779,806
============ ============ ============

Fully diluted earnings per share $ 1.08 $ 1.18 $ 1.38
============ ============ ============
</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
EXHIBIT #21
<PAGE> 2
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
1, 1995.

<TABLE>
<CAPTION>
State of
Name of Subsidiary Incorporation
------------------ -------------
<S> <C>
Allied-Sysco Food Services, Inc. . . . . . . . . . . . . . California
Bell/Sysco Food Services, Inc. . . . . . . . . . . . . . . North Carolina
Deaktor/Sysco Food Services Company . . . . . . . . . . . Pennsylvania
K.W. Food Distributors Ltd. . . . . . . . . . . . . . . . . B.C. Canada
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
Pegler-Sysco Food Services Company . . . . . . . . . . . . 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 Financial Services, Inc. . . . . . . . . . . . . . . Delaware
* Arrow - Sysco Food Services, Inc. . . . . . . . . . . Delaware
* Hardin's - Sysco Food Services, Inc. . . . . . . . . Tennessee
* Lankford - Sysco Food Services, Inc. . . . . . . . . Maryland
* Robert Orr - Sysco Food Services, Inc. . . . . . . . Tennessee
* Sysco Food Services of Dallas, Inc. . . . . . . . . . Delaware
* Sysco Food Services of Houston, Inc. . . . . . . . . Delaware
Sysco Food Services - Chicago, Inc. . . . . . . . . . . . Delaware
Sysco Food Services - Jacksonville, Inc. . . . . . . . . . Delaware
Sysco Food Services - West Coast Florida, Inc. . . . . . . Delaware
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
State of
Name of Subsidiary Incorporation
------------------ -------------
<S> <C>
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
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 Central Pennsylvania, Inc. . . . . . . Pennsylvania
Sysco Food Services of Cleveland, 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 Philadelphia, Inc. . . . . . . . . . . Pennsylvania
* Concors Supply Co., Inc. . . . . . . . . . . . . . . . . Delaware
* Garden Cash & Carry, 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
The SYGMA Network, Inc. . . . . . . . . . . . . . . . . . . . Delaware
The SYGMA Network of Ohio, Inc. . . . . . . . . . . . . . . . Delaware

INACTIVE
--------
CFS Bakeries, Inc. . . . . . . . . . . . . . . . . . . . . . . California
CFS Continental Transportation Company . . . . . . . . . . . . Illinois
DiPaolo/Sysco Food Services Company . . . . . . . . . . . . . Ohio
FSB, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Grants - Sysco Food Services, Inc. . . . . . . . . . . . . . . Michigan
Sysco Frosted Foods, Inc. . . . . . . . . . . . . . . . . . . Delaware
SyscoMed, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Tartan Foods, Inc. . . . . . . . . . . . . . . . . . . . . . . Delaware
Vernon, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . California
</TABLE>

* 2nd Tier Subsidiary

<PAGE> 1
EXHIBIT #23
<PAGE> 2
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 1, 1995 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), (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),
and (vi) Registration Statement and Prospectus of Sysco Corporation relating to
the $500,000,000 debt securities offering (Registration No. 33-60023).

/s/ Arthur Andersen LLP

Arthur Andersen LLP
Houston, Texas
August 2, 1995

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

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-1-1995
<PERIOD-END> JUL-1-1995
<CASH> 133,886
<SECURITIES> 0
<RECEIVABLES> 948,534
<ALLOWANCES> (16,001)
<INVENTORY> 667,861
<CURRENT-ASSETS> 1,786,900
<PP&E> 1,569,022
<DEPRECIATION> (672,943)
<TOTAL-ASSETS> 3,094,691
<CURRENT-LIABILITIES> 944,723
<BONDS> 541,556
<COMMON> 191,294
0
0
<OTHER-SE> 1,212,309
<TOTAL-LIABILITY-AND-EQUITY> 3,094,691
<SALES> 12,118,047
<TOTAL-REVENUES> 12,118,047
<CGS> 9,927,448
<TOTAL-COSTS> 11,700,429
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 15,988
<INTEREST-EXPENSE> 38,579
<INCOME-PRETAX> 417,618
<INCOME-TAX> 165,794
<INCOME-CONTINUING> 251,824
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 251,824
<EPS-PRIMARY> 1.38
<EPS-DILUTED> 1.38

</TABLE>