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CORRESP
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March 29, 2006

Mr. William Choi

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:

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

Dear Mr. Choi:

This letter sets forth the responses
of SYSCO Corporation (the “Company”) to the comments of the Staff of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission contained
in the letter dated March 16, 2006 with respect to the Company’s Form 10-K, filed
September 15, 2005.

Please understand that the Company is
dedicated to its compliance with disclosure requirements and continually strives to
enhance the level, clarity and transparency of its disclosures in its filings. We
appreciate your review and your comments and view them as additional tools in achieving
these goals. Where your comments include suggestions for additional disclosures, with the
Staff’s permission, we intend to include these on a prospective basis. The
Company’s responses to your comments are listed below. For your convenience, comments
contained in your March 16, 2006 letter are reprinted in bold italics below.

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 to 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.

2

Company Response

The
Company believes it adequately provided explanations as to the changes in its operating
results and specifically the decline in gross margins from fiscal 2004 to fiscal 2005.

The
Company’s consolidated gross margins can be impacted by many factors. Those factors
detailed in our discussion in Management’s Discussion & Analysis are those that
management believes have had the most significant impact. However, we agree that the
expanded discussion recommended by the Staff may be useful to investors in understanding
how these factors can impact the Company’s gross margins. Therefore, with the Staff’s
permission, we intend to expand our discussion regarding how these factors impact the
change in gross margins on a prospective basis beginning with the Form 10-Q for the
quarterly period ending April 1, 2006.

To
assist the Staff in its assessment of the Company’s intended approach, please find
attached in Exhibit A an example of how the discussion regarding the decline in gross
margins from fiscal 2004 to fiscal 2005 will be expanded to include more detailed
explanations.

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.

Company Response

SFAS
95, Paragraph 13 states that “Items that qualify for net reporting because their
turnover is quick, their amounts are large, and their maturities are short are cash
receipts and payments pertaining to (a) investments (other than cash equivalents), (b)
loans receivable, and (c) debt, providing that the original maturity of the asset or
liability is three months or less.”

The
Company’s bank borrowings and commercial paper borrowings qualify for net treatment
under this paragraph because their original maturities are within the three months or
less timeframe.

The
Company agrees that other debt repayments and borrowings, generally senior notes and
other long-term debt, should be presented on a gross basis, since their original
maturities are greater than three months. The Company will present the gross amounts of
other debt repayments and borrowings in its consolidated cash flow statements beginning
with its Form 10-Q for the quarterly period ending April 1, 2006.

3

3.

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

Company Response

In
its fiscal 2005 10-K, the Company classified stock-based compensation expense as cash
flow from operations within its statement of cash flows and included it in “net
earnings”. In fiscal 2005 and prior, the Company concluded that the amount was not
material to present as a separate line item and, as such, did not include it as a
reconciling item from net income to cash flow from operations. The amount of stock-based
compensation expense was $22,389,000, $34,857,000 and $27,802,000 for fiscal 2005, 2004
and 2003, respectively, which represented 1.9%, 2.9% and 2.0%, respectively, of cash flow
from operations. Upon adoption of SFAS 123(R) in fiscal 2006, stock-based compensation
expense became a more significant item, and the Company began presenting stock-based
compensation expense as a reconciling item from net income due to the now material nature
of the amount. In the Company’s fiscal 2006 filings, reclassifications have been
made to prior year cash flow statements to conform to the fiscal 2006 presentation.

In
fiscal 2005 and prior, the tax benefits related to stock-based compensation were
presented in cash flow from operations with other tax cash flows, in accordance with the
provisions of EITF Issue 00-15, “Classification in the Statement of Cash Flows of
the Income Tax Benefit Received by a Company upon Exercise of a Nonqualified Employee
Stock Option.”Paragraphs 68 and 69 of SFAS 123(R), which cover the treatment of
excess tax benefits in the cash flow statement, amended SFAS 95 and nullified EITF 00-15.
As a result, beginning in fiscal 2006 with the consolidated cash flow statement presented
in its Form 10-Q for the quarterly period ending October 1, 2005, the Company began
presenting excess tax benefits relating to share-based compensation as financing cash
inflows with a corresponding operating cash outflow.

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.

Company Response

The
Company records treasury shares upon purchase at cost, and when shares are removed from
treasury, they are valued using the average cost method. In response to the
Commission’s comment, the Company intends to add the following disclosure to its
Summary of Accounting Policies in its Annual Report on Form 10-K for the fiscal year
ending July 1, 2006.

4

Treasury
Stock

The
Company records treasury stock purchases at cost. Shares removed from treasury are valued
at cost using the average cost method.

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:

o

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

o

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;

o

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

o

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

Please
see paragraphs 42-45 of SFAS 142.

Company Response

The
Company presented goodwill and intangibles as a single line item on the consolidated
balance sheet and did disclose the amount of intangibles in the notes to the financial
statements. The Company does not believe that the amount of intangibles, $71,856,000 as
of July 2, 2005, was significant in relation to the total goodwill and intangibles
balance or to the consolidated balance sheet as a whole. As a reader of the 10-K could
determine the amount of goodwill at each balance sheet date using the information in the
footnotes, the Company concluded this was adequate disclosure. The Company believes the
failure to disclose the amount related to specific intangible asset classes and the
amortization related to each did not represent a material omission.

However,
we agree that the presentation of goodwill and intangibles as separate individual line
items on the consolidated balance sheet and the additional disclosures for the goodwill
and intangibles footnote may be useful information. We intend to present the aggregate
amount of goodwill and the aggregate amount of intangibles as separate line items in our
consolidated balance sheet on a prospective basis beginning with the Company’s Form
10-Q for the quarterly period ending April 1, 2006. In addition, we intend to include the
additional disclosures in our goodwill and intangibles footnote on a prospective basis,
beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending
July 1, 2006.

5

To
assist the Staff in its assessment of the Company’s additional disclosures, please
find attached in Exhibit A the proposed disclosures for the annual report for fiscal year
2006 where changes from the disclosures in the annual report for fiscal year 2005 have
been marked.

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                amount disclosed in your statement of shareholders’equity.

Company Response

In
accordance with of SFAS 141, Business Combinations, the Company accounts for the
contingent consideration payable in the event certain operating results are attained as
additional cost of the acquired entity when the contingency is resolved and the
consideration is issued or becomes issuable. The Company accounts for contingent
consideration payable upon resolution of contingencies as a cost of the acquired entity
upon the acquisition date of the company. Such amounts are recorded at the acquisition
date.

The
Company evaluates each new purchase agreement with the guidance provided by EITF 95-8 to
determine whether contingent consideration based on earnings or other performance
measures represents an additional cost of the acquired enterprise or compensation for
services, use of property or profit sharing. The Company has determined that contingent
consideration based on earnings or other performance measures pursuant to its current
purchase agreements should be accounted for as an adjustment of the purchase price of the
acquired enterprise. The following factors described in EITF 95-8 have been considered to
reach this conclusion:

Factors
involving terms of continuing employment:

1)

Contingent
payments are not forfeited if employment terminates. There is no
               requirement linking continuing employment by SYSCO to contingent
consideration.                To the extent that the selling shareholders become employed
by SYSCO, they could                leave SYSCO at any time and continue to earn the
contingent consideration if the                acquired entity meets the contractually
stated targets.

2)

The
selling shareholder’s compensation (including base salary, cash bonus,
               equity awards and other benefits) is at a reasonable level as compared to
the                compensation of other key employees in the combined enterprise.

6

Factors
involving components of shareholder group:

3)

There
have been no selling shareholders who have not become employees that
               either have received or would receive lower contingent payments on a per
share                basis than the contingent payments received by selling shareholders
that did                become SYSCO employees.

Factors
involving reasons for contingent payment provisions:

4)

The
initial payment at the date of the acquisition made by SYSCO to the selling
               shareholders of the acquired company is based on the low end of the range
at                which SYSCO valued the acquired company, and the contingent
consideration based                upon the future results of the acquired entity is
structured to raise the total                acquisition price to the high end of the
price SYSCO was willing to pay. The                total consideration to be paid
including the contingent consideration did not                exceed the total fair
market value that SYSCO assigned to the acquired entity at                the time of
closing.

Factors
involving formula for determining contingent consideration:

5)

The
formula to determine the amount of contingent consideration is structured as
               a minimum earnings target rather than a percentage of earnings.

Factors
involving other agreements and issues:

6)

The
terms of other arrangements with selling shareholders, such as property
               lease arrangements, are comparable with terms of similar arrangements that
would                be entered into with unrelated third parties.

Below
is a reconciliation of the number of shares issued in acquisitions during fiscal 2005.
The reconciling item is the issuance of dividend access shares, which are discussed in
detail below in the Company’s response to Comment 7.

     Shares

     SYSCO Common Shares*

       152,591

     Dividend Access Shares
       61,554

     Total **
       214,145

*

 Agrees
with Statement of Shareholders’ Equity, which does not reflect dividend access
shares in the share amount since they do not represent SYSCO common shares.

**

Agrees
with Acquisition footnote, which reflects the issuance of both dividend access shares and
SYSCO common shares.

The
value of shares issued for acquisitions per the statement of shareholders’ equity is
$4,197,000 (sum of $2,660,000 additional paid-in capital and $1,537,000 treasury stock).
The value of shares issued for acquisitions per the acquisition footnote is $4,196,000.
The difference is due to rounding. Both amounts include the issuance of both SYSCO common
shares and dividend access shares.

7

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