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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000914062-01-500111.txt : 20010307
<SEC-HEADER>0000914062-01-500111.hdr.sgml : 20010307
ACCESSION NUMBER:		0000914062-01-500111
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010301
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010305

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYSCO CORP
		CENTRAL INDEX KEY:			0000096021
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
		IRS NUMBER:				741648137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-06544
		FILM NUMBER:		1560982

	BUSINESS ADDRESS:	
		STREET 1:		1390 ENCLAVE PKWY
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77077
		BUSINESS PHONE:		2815841390
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sys8k301.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): March 1, 2001


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


                                    Delaware
                 (State or other jurisdiction of incorporation)


    1-06544                                                74-1648137
(Commission File Number)                       (IRS Employer Identification No.)


                 1390 Enclave Parkway Houston, Texas 77077-2099
          (Address of principal executive offices, including zip code)


                                 (281) 584-1390
              (Registrant's telephone number, including area code)


                        --------------------------------
          (Former name or former address, if changed since last report)



<PAGE>


Item 5.  Other Events.

On March 1, 2001, SYSCO Corporation  ("SYSCO") issued a press release announcing
the  exchange  ratio in  connection  with its  exchange  offer for the shares of
common stock of Guest Supply, Inc. SYSCO hereby incorporates by reference herein
the  information  set forth in its Press  Release dated March 1, 2001, a copy of
which is attached hereto as Exhibit 99.1.

Except for the historical  information  contained in this report, the statements
made  by  SYSCO  are  forward   looking   statements   that  involve  risks  and
uncertainties. All such statements are subject to the safe harbor created by the
Private  Securities  Litigation  Reform Act of 1995.  SYSCO's  future  financial
performance could differ  significantly  from the expectations of management and
from results expressed or implied in the Press Release.  For further information
on other risk factors,  please refer to the "Risk Factors"  contained in SYSCO's
Annual  Report on Form 10-K for the fiscal year ended July 1, 2000 as filed with
the Securities and Exchange Commission.

Item 7.  Financial Statements and Exhibits.

(a)      Financial Statements.

         Not applicable.

(b)      Pro Forma Financial Information.

         Not applicable.

(c)      Exhibits.

         Exhibit Number              Description
         --------------              -----------
         99.1                        Press Release dated March 1, 2001


                                       2
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of the Securities  Exchange Act of 1934, SYSCO has
duly caused this report to be signed on its behalf by the  undersigned  hereunto
duly authorized.

                                       SYSCO CORPORATION



Date:  March   2  , 2001               By:  /s/ John K. Stubblefield, Jr.
             -----                        --------------------------------------
                                            Name:    John K. Stubblefield, Jr.
                                            Title:   Executive Vice President,
                                                     Finance and Administration



                                       3
<PAGE>


                                  EXHIBIT INDEX



Exhibit Number       Description                                          Page
- --------------       -----------                                          ----
99.1                 Press Release dated March 1, 2001                       5



                                       4





1335815v1
</TEXT>
</DOCUMENT>
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<TYPE>EX-99
<SEQUENCE>2
<FILENAME>sys8k399.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>


                                          NEWS RELEASE
SYSCO Corporation                         ------------
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
                                                     FOR MORE INFORMATION
                                          CONTACT:   Toni R. Spigelmyer
                                                     Assistant Vice President,
                                                     Investor & Media Relations
                                                     281-584-1458


                   SYSCO ANNOUNCES GUEST SUPPLY EXCHANGE RATIO

     HOUSTON,  March 1, 2001 -- SYSCO  Corporation  (NYSE:  SYY) today announced
that stockholders of Guest Supply,  Inc. (NYSE: GSY) will receive  approximately
0.9564  shares of SYSCO common stock for each share of Guest Supply common stock
tendered in the exchange offer under the terms of the merger  agreement  between
the two companies,  provided the initial  offering period is not extended beyond
March 5, 2001.  This exchange  ratio is  determined  based on the average of the
closing  prices per share of SYSCO common  stock for each of the 15  consecutive
trading days ending on Monday,  February 26, 2001,  the trading day that is five
trading days prior to the scheduled expiration date of the offer. If the initial
offering  period is extended  beyond March 5, 2001,  the exchange  ratio will be
recalculated and SYSCO will issue a subsequent press release  disclosing the new
exchange ratio.

     The initial  offering  period is scheduled to expire at 11:59 p.m. (EST) on
Monday,  March 5,  2001,  subject  to  extension.  If all offer  conditions  are
satisfied or waived in the initial offering  period,  SYSCO will promptly accept
for exchange all shares of Guest Supply common stock validly  tendered  prior to
the  expiration  date of the initial  offering  period.  A previously  announced
subsequent  offering  period will begin on the next  business day  following the
expiration  of the initial  offering and will expire at 11:59 p.m.  (EST) on the
fifth  business day following the  expiration  of the initial  offering  period,
unless  the  subsequent  offering  period is  extended.  During  the  subsequent
offering period,  SYSCO will accept and pay for all validly tendered shares when
tendered.  The same price paid to Guest Supply stockholders at the conclusion of
the initial offering period will be paid during the subsequent  offering period.
Shares tendered during the subsequent offering period may not be withdrawn.

     Headquartered  in Monmouth  Junction,  New Jersey,  Guest  Supply  operates
principally  as a  distributor  of personal care guest  amenities,  housekeeping
supplies,  room  accessories  and  textiles  to the lodging  industry,  and is a
premier  supplier  of health and  beauty  aid  products  for  consumer  products
companies  and  retailers.  For the fiscal year ended  September  29, 2000 Guest
Supply generated sales of approximately $366 million. Guest Supply operates from
14 distribution centers located throughout the continental United States.

     SYSCO is the largest foodservice marketing and distribution organization in
North America, providing food and related products and services to about 356,000
customers.  The  SYSCO  distribution  network,  supported  by more  than  40,000
employees,  currently  extends  throughout the entire  contiguous United States,
Alaska,  the  District of Columbia,  Hawaii and  portions of Canada.  For fiscal
2000, which ended July 1, 2000, the company reported sales of $19.3 billion.


                                       5
<PAGE>


Forward Looking Statements

Certain  statements  made herein are  forward-looking  statements.  They include
statements  regarding  completion  of the  exchange  offer,  as described in the
preliminary  prospectus,  and  the  consideration  to be paid  by  SYSCO  in the
exchange offer. These statements are based on management's  current expectations
and  estimates;  actual  results may differ  materially due to certain risks and
uncertainties.  For example,  SYSCO's ability to achieve expected results may be
affected by SYSCO's failure to successfully integrate Guest Supply's operations,
the  failure  of  the  transaction  to  close  due to the  inability  to  obtain
regulatory  or other  approvals,  failure of the Guest  Supply  shareholders  to
tender shares or to approve the merger,  if that approval is necessary,  failure
of the combined company to retain key executives and other personnel, conditions
in the economy,  industry  growth and internal  factors,  such as the ability to
control expenses. For a discussion of additional factors affecting SYSCO and the
exchange  offer and merger,  see  SYSCO's  Registration  Statement  on Form S-4,
including the  prospectus  contained  therein,  as filed with the Securities and
Exchange Commission on February 5, 2001.

Both  companies  urge  investors  and  security  holders  to read the  following
documents,  which are now or will become  available,  as well as other  relevant
documents to be filed,  regarding the exchange offer and merger described above,
because they contain important information:

o    SYSCO Corporation's preliminary prospectus,  prospectus supplements,  final
     prospectus and tender offer materials.

o    SYSCO  Corporation's  Registration  Statement  on Form S-4 and  Schedule TO
     containing  or  incorporating  by  reference  certain  documents  and other
     information about SYSCO and Guest Supply.

o    Guest Supply's Solicitation/Recommendation Statement on Schedule 14D-9.

o    Guest Supply's Information Statement on Schedule 14F-1.

These  documents and  amendments to these  documents  have been or will be filed
with the Securities and Exchange Commission.  When these and other documents are
filed  with  the  SEC,  they  may be  obtained  free at the  SEC's  web  site at
www.sec.gov.  You may also  obtain  free  copies of these  documents  from SYSCO
Corporation  by  directing  your  request to Investor  Relations by fax at (281)
584-2721.


                                      # # #




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