SecProbe.io

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Mail Stop 3561

									March 16, 2006

Mr. Richard J. Schnieders
Chairman, Chief Executive Officer and President
Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077-2099

Re:	Sysco Corporation
      Form 10-K for the Fiscal Year Ended July 2, 2005
      Filed September 15, 2005
      File No. 1-06544

Dear Mr. Schnieders:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended July 2, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 11

1. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes.  For example, you indicate that the decline
in
gross margin from fiscal 2004 to 2005 was due to several factors,
including product costs increases, changes in segment mix,
customer
mix and pricing pressure.  As those broad reasons do not
facilitate a
reader`s understanding of your results of operations, please
explain
in reasonable detail how those items specifically contributed to a
decline in your gross margin.  See SEC Release No. 33-8350.

Consolidated Cash Flows, page 33

2. We note that you present debt and bank and commercial paper
borrowings and repayments on a net basis.  The netting of these
borrowings and repayments may not be appropriate under paragraph
13
of SFAS 95.  Please tell us why you believe net presentation is
appropriate and/or revise your future filings accordingly.

3. Please tell us how you classified stock-based compensation and
related tax benefits in your statements of cash flows.

Summary of Accounting Policies

General

4. Please tell us and disclose in future filings your treasury
stock
accounting policies, including the method, such as FIFO, LIFO or
average cost, by which the shares are removed from treasury.

Goodwill and Intangibles, page 35

5. We note that the goodwill and intangible assets line item is
material to your balance sheet.  Accordingly, please disclose the
following information in accordance with SFAS 142:

* Please present the aggregate amount of goodwill as a separate
line
item in your consolidated balance sheet;

* For intangible assets subject to amortization, please disclose
the
gross carrying amount and accumulated amortization for each major
intangible asset class, the aggregate amortization expense for
each
period in which a statement of operations is presented and the
estimated aggregate amortization expense for each of the five
succeeding fiscal years;

* For intangible assets not subject to amortization, please
disclose
the total carrying amount and the carrying amount for each major
intangible class; and

* The changes in the carrying amount of goodwill during the
period.

Please see paragraphs 42-45 of SFAS 142.

Acquisitions, page 37

6. Please tell us how you account for contingent consideration
payable in the event certain operating results are attained and
contingent consideration payable upon resolution of contingencies.
Please ensure you tell us when you recognize contingent
consideration
and how you consider EITF 95-8 in determining whether or not
contingent consideration represents compensation for services, use
of
property or profit sharing.  Please also provide us a
reconciliation
of the number and amount of shares issued in acquisitions during
fiscal 2005 disclosed in the third paragraph to the amounts
disclosed
in your statement of shareholders` equity.

Additional Financial Information

Stockholders` Equity, page 40

7. We note the disclosures on pages 6 and 7 regarding dividend
access
shares.  Please explain to us in detail the nature and contractual
terms of the dividend access shares and your related accounting
treatment.  In your response, please tell us how the shares and
subsequent conversion to common shares are reflected in your
financial statements.  Please also tell us how you treat those
shares
in your earnings per share computations and whether there are any
dividend access shares currently outstanding.

Other Comprehensive Income, page 41

8. Please present comprehensive income and its components in a
financial statement that is displayed with the same prominence as
other financial statements that constitute a full set of financial
statements.  Please refer to paragraph 22 of SFAS 130.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Andrew Blume (Staff Accountant) at (202)
551-
3254 or William Thompson (Assistant Chief Accountant) at (202)
551-
3344 if you have questions regarding the comments on the financial
statements and related matters.  Please contact me at (202) 551-
3716
with any other questions.

								Sincerely,

						William Choi
									Accounting Branch
Chief

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