SecProbe.io

September 15, 2011
 Via Email

Emily Broussard Sperandio Senior Director, Corporat e Counsel - Securities and Corporate Governance
Sysco Corporation 1390 Enclave Parkway Houston, Texas  77077
Re: Sysco Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed September 9, 2011 File No. 001-06544

Dear Ms. Sperandio:
 We have limited our review of your filing to the issue we have addressed in our
comment.  Please respond to th is letter within ten busine ss days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Recommendation Regarding the Frequency w ith which Sysco Will Conduct Stockholder
Advisory Votes on Executive Compensation Item No. 3 on the Proxy Card, page 74
1. We note your disclosure on page 74 regarding the advisory vote on the frequency of the
advisory vote on the compensation of your na med executive officers.  As drafted, your
disclosure in the th ird paragraph of this section and your resolution suggest that
shareholders must either vote for or agains t the advisory vote being held every year.
Please revise your disclosure and resolution to clarify that shareholders may vote that the
advisory vote on compensation should occu r every one, two or three years, or may
abstain from voting.  Please note that we do not object to the Board making a
recommendation, so long as all voting options available to the shareholders are clearly
stated.  Refer to Section II.B.3 of Securi ties Act Release No. 33-9178 (adopted January
25, 2011).

We urge all persons who are responsible for th e 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

Emily Broussard Sperandio Sysco Corporation September 15, 2011 Page 2

 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 comment, please provide 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
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 federa l securities laws of  the United States.

Please contact Chris Chase, Staff Attorne y, at (202) 551-3485 or me at (202) 551-3720
with any questions.
Sincerely,
   /s/ Christopher F. Chase  for
Mara L. Ransom Assistant Director