SecProbe.io

July 3, 2014

Via E -mail
William J. DeLaney
President and Chief Executive Officer
Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077 -2099

Re: Sysco Corp oration
  Registration Statement on Form S-4
Filed  June 6, 2014
  File No.  333-196585

Dear Mr. DeLaney :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration stat ement and the information you
provide in response to these  comments, we may have  additional comments.

The Merger, page 36

Background of the Merger, page 36
1. Please revise to more clearly i dentify the parties  in attendance at each meeting.  For
example, where you state that “representatives” of USF, KKR and CDR , or Sysco, or
“management” performed certain tasks or attended certain meetings, please identify the
individuals to whom you refer.

2. We note that on October 12, 2012 discussions between Sysco and USF were terminated.
Please discuss in greater detail the reasons for  the termination of discussion s between the
parties in October 2012 and the reasons that representatives of KKR and CDR
subsequently contacted Sysco representative s to re-initiate discussions  regarding a
possible transaction .

William J. DeLaney
Sysco Corporation
July 3, 2014
Page 2

 3. Please disclose the proposed purchase price to which you refer in the third full paragraph
on page 37.   Please also disclose in more detail the purchase price adjustment to which
you refer in the eighth full paragraph on page 37.

4. Please provide greater detail about the “other  matters ” discussed during the  December 2,
2013  meeting .

USF’s Reasons fo r the Merger; Recommendation of the USF Board, page 39

5. We note that neither party obtained a fairness opinion in connection with this transaction.
Please tell us  what consideration the USF board gave to  this decision in approv ing the
transaction, and any consideration that was given to  including  the board ’s decision not to
obtain a fairness opinion in the list of potentially negative factors beginning on page 40.
The Merger Agreement, page 52
6. We note y our disclosure that the “representations and warranties have been made solely
for the benefit of the other parties to the merger agreement and n ot for the  purpose of
providing information to be relied upon by any other person.”   Please revise to remove
any potential implication that the referenced merger a greement, or any descriptions of its
terms, does not constitute disclosure under the federal sec urities laws.
7. We note your disclosure that “[i]nformation concerning the subject matter of the
representations and warranties may  change after the date of the merger agreement, which
subsequent information  or may not be fully reflected in pub lic disclosures by Sysco and
USF. ”  Please be advised that, notwithstanding the inclusion of a general disclaimer, you
are responsible for considering whether additional specific disclosures of material
information regarding material contractual provisions  are required to make the statements
included in the consent solicitation statement/prospectus  not misleading.  Please confirm
that you have updated , or plan to update , your disclosure to include all material
information to the extent required.

Documents Incorporated by Reference, page 117

8. To the extent you wish to incorporate by reference any Exchange Act reports filed during
the period prior to the effectiveness of this registration statement, revise your disclosure
in this section to state that any applicable filings made after the date of the initial
registration statement and prior to effectiveness of this registration statement will be
deemed incorporated by reference.  Please see Compliance and Disclosure  Interpreta tions
– Securities Act Forms Question 123.05, available on our website,  www.sec.gov .  Please
also incorporate by reference the Form 8 -K filed on June 16, 2014.

Signatures

9. Please conform the language in the introductory paragraph to that of Form S -4.

William J. DeLaney
Sysco Corporation
July 3, 2014
Page 3

 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 Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission o r the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact  Daniel Porco, Staff Attorney, at (202) 551 -3477, Lisa Kohl, Senior
Attorney, at (202) 551 -3252 or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director

cc: Benjamin M. Roth
 Marni J. Lerner