SecProbe.io

November 8, 2010
 William J. Delaney Chief Executive Officer Sysco Corporation 1390 Enclave Parkway Houston, Texas  77077-2099

Re: Sysco Corporation
Form 10-K for the Fiscal Year Ended July 3, 2010 Filed August 31, 2010 Definitive Proxy Statement on Schedule 14A Filed September 29, 2010 File No. 001-06544

Dear Mr. Delaney:
 We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed  revisions.  In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for Fiscal Year Ended July 3, 2010

 Item 1. Business, page 1

1. We note your statement that your companies distribute “products packaged under [y]our
private brands.”  Please discuss the importa nce and duration of all material patents,
trademarks and licenses that you hold.  Refe r to Item 101(c)(1)(iv) of Regulation S-K.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 15

2. Item 303(a)(1) and (2) of Regulation S-K stat es that you should disc uss known trends or
any known demands, commitments, events or uncerta inties that will re sult in or that are

William J. Delaney Sysco Corporation November 8, 2010 Page 2

reasonably likely to impact your  liquidity in any material way as well as any material
changes in the mix or relative cost of your  capital resources.  We note your discussion on
page 15 of the impact of recent trends and conditions in the retail environment during
fiscal 2010.  Please expand your disclosure to ad dress the potential futu re impact of these
trends and conditions on your liquidity and capital resources, giving particular
consideration to the fact that your primar y source of liquidity is cash flows from
operations.
 Item 9A. Controls and Procedures, page 82

3. We note your statement that “any controls  and procedures, no matter how well designed
and operated, can provide only reasonable assu rance of achieving their objectives” and
that your chief executive and chief financial officers concluded that your controls and
procedures “were effective at the reasonabl e assurance level.”  Please supplementally
confirm, if true, that your disclosure c ontrols and procedures  also were designed to
provide reasonable assurance of achieving thei r objectives.  In a ddition, please revise
future disclosure accordingly.  In the alternative, remove th e references to the level of
assurance of your disclosure controls and pr ocedures. Please refer to Section II.F.4 of
Management’s Reports on Internal Control Ov er Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on
our website at www.sec.gov .
 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 45

 Summary Compensation Table, page 45

4. Please revise your disclosure in the foot notes to the “Stock Awards” and “Option
Awards” columns to clarify, if true, that the amounts reflected in these columns reflect the aggregate grant date fair value of the awards computed in accordance with ASC 718.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose

William J. Delaney Sysco Corporation November 8, 2010 Page 3

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.

Please contact Lilyanna L. Peyser, Attorney  Advisor, at (202) 551-3222 or me at (202)
551-3720 with any questions.

Sincerely,

H. Christopher Owings Assistant Director