-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000914062-01-500351.txt : 20010804
<SEC-HEADER>0000914062-01-500351.hdr.sgml : 20010804
ACCESSION NUMBER:		0000914062-01-500351
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010801
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20010802

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:		1934 Act
		SEC FILE NUMBER:	001-06544
		FILM NUMBER:		1695555

	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>sysco8k801.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): August 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 August  1,  2001,  Sysco  Corporation  ("SYSCO")  issued  two press  releases
announcing its results of operations for the fiscal year ended June 30, 2001 and
expectations  with respect to earnings per share for the first quarter of fiscal
2002. SYSCO hereby incorporates by reference herein the information set forth in
its Press Releases dated August 1, 2001,  copies of which are attached hereto as
Exhibits 99.1 and 99.2.

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 Releases. For further information
on other risk factors,  please refer to the "Risk Factors"  contained in SYSCO's
Annual Report on Form 10-K, as amended by Form 10-K/A, 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 August 1, 2001
          99.2                        Press Release dated August 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:  August  1, 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
- --------------     -----------
99.1               Press Release dated August 1, 2001
99.2               Press Release dated August 1, 2001



                                       4




1382556v1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>sysco8k801ex99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

                                       NEWS RELEASE
SYSCO Corporation                      ------------
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
                                                 FOR MORE INFORMATION
                                       CONTACT:  Diane Day Sanders
                                                 Vice President and Treasurer


     SYSCO Posts 25th Year of Consecutive Sales and Earnings Growth With 30%
                   Earnings Per Share Increase for Fiscal 2001

     HOUSTON,  August 1, 2001 -- SYSCO  Corporation  (NYSE: SYY) today announced
diluted  earnings  per share of $0.88 on sales of $21.8  billion  for the fiscal
year ended  June 30,  2001,  marking  the 25th year of  uninterrupted  sales and
earnings  increases.  Diluted earnings per share increased 30.0 percent compared
to last year's diluted earnings per share of $0.68 prior to an accounting change
while sales increased 12.8 percent over the prior fiscal year's $19.3 billion.

     Diluted  earnings per share for the fourth quarter of fiscal 2001 increased
23.8 percent,  or $0.26 versus $0.21 for the same period last year, and sales of
$5.8  billion were 9.8 percent  greater  than the $5.3 billion  achieved in last
year's fourth quarter.

     Internal  sales  growth for the quarter was 6.5  percent,  composed of real
growth of 3.0  percent  and food cost  inflation  of 3.5  percent.  Acquisitions
contributed  3.3 percent to total sales  growth in the final  quarter.  Internal
growth for the fiscal year reached 8.3 percent,  which included 5.8 percent real
growth and 2.5 percent  resulting from food cost inflation,  while  acquisitions
added 4.5 percent.

     Charles H. Cotros,  SYSCO's  chairman and chief  executive  officer,  said,
"SYSCO's strong performance can be attributed to a number of factors,  including
continued strength in sales to marketing  associate-served  customers,  a higher
percentage  of  SYSCO  Brand  product   sales,   earnings   contributions   from
acquisitions and productivity and efficiency measures. Our customer relationship
management  initiative,  C.A.R.E.S.  (Customers Are Really Everything to SYSCO),
not only offers consistent quality proprietary brand products, but also provides
a full menu of value-added  services to assist our customers in achieving  their
goals. Our mission is to help our customers  succeed.  Relationships and service
are key and our customers know they can depend on us," he emphasized.

     Mr.  Cotros  noted  that  SYSCO  Brand  products  provide  value to SYSCO's
customers  and a  significant  competitive  advantage  to  the  company's  sales
professionals.  During the fourth quarter,  SYSCO Brand sales  represented  54.6
percent  of  marketing  associate-served  sales  in  the  traditional  broadline
companies as compared to 51.4 percent in last year's  final  quarter.  Continued
growth in sales to marketing associate-served customers raised the percentage of
these  sales to total  broadline  company  sales for the fourth  quarter to 57.0
percent versus 55.7 percent during last year's final quarter.

     "Our broadline  companies  experienced an uptick in the growth of marketing
associate-served sales in June as compared to the earlier weeks of the quarter,"
added Mr.  Cotros.  "This trend  continued into the first three weeks of the new
fiscal  year with  marketing  associate-served  sales  growth  at our  broadline
companies  increasing at  double-digit  levels  compared to the same period last
year."

                                    - more -

<PAGE>

     "While some segments of the foodservice industry may have seen some slowing
in growth,  we believe  strategies we have in place will allow us to outpace the
overall  industry  growth  as  we  have  historically.   We  remain  focused  on
strengthening   our   relationships   with   existing   customers  and  building
relationships  with  new  customers;   "fold-out"  organic  growth  as  well  as
acquisitions   that  strengthen   geographic  reach  and  product   penetration;
significant  capital  expenditures  that  facilitate  growth  and  efficiencies;
ongoing increases in the number of marketing associates; and growing SYSCO Brand
sales. We are optimistic as we enter the new fiscal year that, at a minimum,  we
can achieve our long-term  objectives of leveraging high single-digit real sales
growth at least five additional percentage points to earnings per share growth.

     "SYSCO's  long-term  performance and future success are attributable to the
loyalty,  competence  and  dedicated  teamwork  of our 43,000  employees,  and I
commend these exceptional individuals for their contributions. We are positioned
to continue our  consistent  growth  record by providing our customers the tools
they need to succeed in this  dynamic  industry,  which is buoyed by  consumers'
love affair and dependence upon meals-prepared-away-from-home."

     SYSCO is the largest foodservice marketing and distribution organization in
North America.  The company  provides food and related  products and services to
approximately  370,000  restaurants,   healthcare  and  educational  facilities,
lodging establishments and other foodservice  customers.  The SYSCO distribution
network extends  throughout the contiguous United States and portions of Alaska,
Hawaii and Canada.


Forward-Looking Statements
     Certain  statements made herein are  forward-looking  statements  under the
Private  Securities  Litigation  Reform  Act of 1995.  They  include  statements
regarding  continued strength and recognition of SYSCO Brand products,  industry
growth,   continued  competitive   advantages,   implementation  and  timing  of
"fold-out" operations and acquisitions, capital expenditures, SYSCO's ability to
build   stronger   relationships   with  existing   customers  and  develop  new
relationships with additional foodservice operators,  SYSCO's ability to outpace
overall  foodservice  industry growth,  SYSCO's ability to achieve its long-term
objectives with respect to real sales growth and earnings per share growth,  and
the  continued  strength  of  the  meals-prepared-away-from-home  market.  These
statements involve risks and uncertainties and are based on management's current
expectations and estimates;  actual results may differ  materially.  Those risks
and uncertainties  that could impact these statements include the risks relating
to the  foodservice  distribution  industry's  relatively low profit margins and
sensitivity to general economic conditions; SYSCO's leverage and debt risks; the
successful completion of acquisitions and integration of acquired companies; the
risk of  interruption  of supplies  due to lack of long-term  contracts,  severe
weather,  work stoppages or otherwise;  and internal factors such as the ability
to control  expenses.  In  addition,  the  decision to pursue  acquisitions  and
"fold-outs"  could vary due to  construction  schedules  and the timing of other
expenditures,  while the implementation and timing of "fold-out"  operations and
acquisitions could be impacted by competitive conditions, labor issues, weather,
satisfactory  completion of due diligence and other matters. For a discussion of
additional  factors  that  could  cause  actual  results  to differ  from  those
described in the forward-looking  statements, see the Company's Annual Report on
Form 10-K, as amended by Form 10-K/A,  for the fiscal year ended July 1, 2000 as
filed with the Securities and Exchange Commission.


                                    - more -


<PAGE>



The comparative financial data for the fourth quarter of fiscal years 2001 and
2000 are summarized below.

($000 omitted except for per share data)
<TABLE>
<CAPTION>
<S>                                                     <C>                        <C>
                                                             For the 13-Week Period Ended
                                                        ---------------------------------------
                                                        June 30, 2001              July 1, 2000
                                                        -------------              ------------
Sales                                                   $ 5,789,297                 $ 5,271,764

Costs and expenses
    Cost of sales                                         4,638,338                   4,255,205
    Operating expenses                                      849,500                     764,594
    Interest expense                                         17,843                      17,854
    Other, net                                                1,567                        (131)
                                                        -------------              ------------
Total costs and expenses                                  5,507,248                   5,037,522
                                                        -------------              ------------

Earnings before income taxes                                282,049                     234,242
Income taxes                                                107,884                      90,183
                                                        -------------              ------------

Net earnings                                            $   174,165                 $   144,059
                                                        =============              ============
Basic earnings per share                                $      0.26                 $      0.22
                                                        =============              ============
Diluted earnings per share                              $      0.26                 $      0.21
                                                        =============              ============

Basic average shares outstanding                        667,925,830                 663,296,190
                                                        =============              ============
Diluted average shares outstanding                      679,805,029                 673,272,656
                                                        =============              ============

</TABLE>

                                    - more -

<PAGE>

The  comparative  financial  data for the 52 weeks of fiscal years 2001 and 2000
are summarized below.

($000 omitted except for per share data)
<TABLE>
<CAPTION>
<S>                                                                      <C>
                                                                      For the 52-Week Period Ended
                                                               ---------------------------------------------
                                                               June 30, 2001                    July 1, 2000
                                                               --------------                   ------------

Total sales                                                       $21,784,497                    $19,303,268
Costs and expenses
    Cost of sales                                                  17,513,138                     15,649,551
    Operating expenses                                              3,232,827                      2,843,755
    Interest expense                                                   71,776                         70,832
    Other, net                                                            101                          1,522
                                                               --------------                   ------------
Total costs and expenses                                           20,817,842                     18,565,660
                                                               --------------                   ------------

Earnings before income taxes                                          966,655                        737,608
Income taxes                                                          369,746                        283,979
                                                               --------------                   ------------
Earnings before cumulative
   effect of accounting change                                        596,909                        453,629
Cumulative effect of accounting change                                      0                        (8,041)
                                                               --------------                   ------------
    Net earnings                                                  $   596,909                    $   445,588
                                                               ==============                   ============
Earnings before accounting change:
   Basic earnings per share                                       $      0.90                    $      0.69
                                                               ==============                   ============
   Diluted earnings per share                                     $      0.88                    $      0.68
                                                               ==============                   ============
Cumulative effect of accounting change:
   Basic earnings per share                                       $      0.00                    $    (0.01)
                                                               ==============                   ============
   Diluted earnings per share                                     $      0.00                    $    (0.01)
                                                               ==============                   ============
Net earnings:
   Basic earnings per share                                       $      0.90                    $      0.68
                                                               ==============                   ============
   Diluted earnings per share                                     $      0.88                    $      0.67
                                                               ==============                   ============
Basic average shares outstanding
                                                                  665,551,228                    659,164,948
                                                               ==============                   ============
Diluted average shares outstanding                                677,949,351                    669,555,856
                                                               ==============                   ============
</TABLE>



                                                                 # # #

1382556v1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>sysco8k801ex992.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.2

                                       NEWS RELEASE
SYSCO Corporation                      ------------
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
                                                 FOR MORE INFORMATION
                                       CONTACT:  Diane Day Sanders
                                                 Vice President and Treasurer



           SYSCO Expects EPS of $0.24 for First Quarter of Fiscal 2002

     Houston,  August 1, 2001 -- Charles H. Cotros, chairman and chief executive
officer  of SYSCO  Corporation  (NYSE:  SYY)  today  appeared  on the  Bloomberg
television  network and CNNfn to discuss SYSCO's fiscal 2001 earnings which were
announced earlier today and included a 12.8 percent increase in sales and a 30.0
percent increase in diluted earnings per share.

     Mr.  Cotros  expressed  optimism  that  SYSCO  would  continue  to meet its
long-term  growth  objectives  and expects  earnings  per share of $0.24 for the
first quarter of fiscal 2002 that ends September 29, 2001.

     SYSCO is the largest foodservice marketing and distribution organization in
North America,  generating  sales of $21.8 billion for the fiscal year 2001 that
ended June 30, 2001. The company provides food and related products and services
to about 370,000 customers,  including  restaurants,  healthcare and educational
institutions, lodging establishments and other foodservice operations. The SYSCO
distribution  network currently extends  throughout the entire contiguous United
States and portions of Alaska, Hawaii and Canada.

Forward-Looking Statements
     Certain  statements made herein are  forward-looking  statements  under the
Private  Securities  Litigation  Reform  Act of 1995.  They  include  statements
regarding  SYSCO's  ability to  achieve  its  long-term  growth  objectives  and
expectations  with respect to earnings per share for the first quarter of fiscal
2002.  These  statements  involve  risks  and  uncertainties  and are  based  on
management's  current  expectations  and  estimates;  actual  results may differ
materially.  Those risks and  uncertainties  that could impact these  statements
include the risks relating to the foodservice distribution industry's relatively
low profit  margins and  sensitivity  to general  economic  conditions;  SYSCO's
leverage  and  debt  risks;  the  successful   completion  of  acquisitions  and
integration of acquired  companies;  the risk of interruption of supplies due to
lack of long-term contracts,  severe weather,  work stoppages or otherwise;  and
internal  factors  such as the ability to control  expenses.  In  addition,  the
decision to pursue  acquisitions and "fold-outs"  could vary due to construction
schedules and the timing of other  expenditures,  while the  implementation  and
timing  of  "fold-out"   operations  and  acquisitions   could  be  impacted  by
competitive conditions,  labor issues,  weather,  satisfactory completion of due
diligence and other matters.  For a discussion of additional  factors that could
cause  actual  results to differ  from those  described  in the  forward-looking
statements,  see the  Company's  Annual  Report on Form 10-K, as amended by Form
10-K/A,  for the fiscal year ended July 1, 2000 as filed with the Securities and
Exchange Commission.


                                       ###

1382726

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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