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      Response Letter

    May
      30,
      2007

    Mr.
      James
      Allegretto

    Senior
      Assistant Chief Accountant

    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 1, 2006

              Filed
                September 14, 2006

              File
                No. 1-06544

    Dear
      Mr.
      Allegretto:

    This
      firm
      acts as outside securities counsel to SYSCO Corporation (the “Company” or
“SYSCO”). This letter sets forth the responses of SYSCO 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 May 16, 2007 with respect to the
      Company’s Form 10-K, filed September 14, 2006.

    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. SYSCO appreciates your review
      and your comments and views them as additional tools in achieving these goals.
      Where your comments include suggestions for additional disclosures, with the
      Staff’s permission, SYSCO intends to include these on a prospective basis. The
      Company’s responses to your comments are listed below. For your convenience,
      comments contained in your May 16, 2007 letter are reprinted in bold italics
      below.

    Form
      10-K for the Fiscal Year Ended July 1, 2006

    Financial
      Statements, page 31

    Notes
      to Consolidated Financial Statements, page 39

    3.
      Changes in Accounting, page 42

            1.

              We
                note your change in measurement date for your pension and other
                postretirement benefit plans from fiscal year-end to May
                31st.
                We further note that you believe this accounting change is preferable,
                as
                the one-month acceleration of the measurement date allows additional
                time
                for you to evaluate and report the actuarial pension measurements
                in the
                year-end financial statements and disclosures within the accelerated
                filing deadlines of the SEC. We finally note that your independent
                auditors conclude that this accounting change is an acceptable alternative
                which, based on your business judgment to make this change, is preferable
                in your circumstances. Please tell us in more detail why you believe
                this
                one-month acceleration is preferable. Please be advised that, absent
                compelling evidence to the contrary, it has been the position of
                the staff
                that a change from a year-end to some other measurement date for
                pension
                and other postretirement benefit plans is not generally
                preferable.

    2

    Company
      Response

    The
      Company’s motivation to change its pension and other postretirement benefit
      plans’ measurement date was driven by concerns regarding the time and resource
      constraints related to the accelerated filing deadlines for the Annual Report
      on
      Form 10-K, specifically as it related to the processes around accounting for
      pensions and preparing related disclosures. Such time and resource constraints
      include:

            ·

              Pension
                accounting requires the extensive use of actuarial calculations which
                take
                a substantial amount of time to prepare and review. The Company utilizes
                a
                third-party global human capital consulting firm for its actuarial
                services.

            ·

              Additionally,
                included in the year-end calculations is a determination of the discount
                rate, which entails calculating an implied rate of return on a
                hypothetical portfolio of high-quality fixed-income investments for
                which
                the timing and amount of cash outflows approximates the estimated
                payouts
                of the pension plan. These calculations take significant time to
                be
                performed and cannot be started until after the measurement
                date.

            ·

              With
                the changes created by Sarbanes-Oxley, there has been increased attention
                and scrutiny on the preparation of the Company’s financial statements,
                footnotes and Management’s Discussion and Analysis from management and the
                Audit Committee. The Company has enhanced its processes and incorporated
                additional meetings and materials with respect to its year-end process
                which are reviewed with a cross-functional department disclosure
                committee, executive management and the Audit Committee of the Board
                of
                Directors. Specifically, the complexity of pension accounting requires
                additional time to review with the executives and committee members
                in
                order to ensure complete and accurate financial statements and related
                disclosures.

            ·

              Disclosure
                requirements related to pension and other postretirement benefit
                plans are
                significant and are included not only in the footnotes but also in
                Management’s Discussion and Analysis. The Company considers the
                assumptions related to pension accounting a critical accounting policy
                and
                includes extensive discussion related to the determination of those
                assumptions within the Critical Accounting Policies section of
                Management’s Discussion and Analysis. This discussion includes providing a
                sensitivity analysis as to the impact of changes in the assumptions
                as
                well as the basis for those assumptions. These disclosure items take
                a
                significant amount of time and substantive effort to prepare and
                review.

    3

            ·

              The
                year-end processes noted above require a considerable amount of time
                in
                that the actuarial analysis has historically taken 30 to 35 days
                to be
                completed by the outside experts engaged by the Company. Company
                accounting personnel review the actuarial analysis for approximately
                one
                week. Next, the results are discussed with SYSCO’s disclosure committee
                and comments are incorporated from this meeting into financial results
                and
                disclosures. Following this meeting, the results are reviewed with
                the
                Company’s executives, and finally, the results are shared with the Audit
                Committee. Materials are distributed to each group prior to each
                meeting
                which adds additional time to the
                process.

    When
      considering the measurement date change, we considered (i) authoritative
      literature in Statement of Financial Accounting Standard No. 87, “Employers
      Accounting for Pensions,” (“SFAS 87”), (ii) the expected impact to the financial
      statements and (iii) SYSCO’s understanding of the SEC position for accelerated
      filers related to pension and postretirement plan measurement dates.

    The
      Company reviewed SFAS 87 paragraph 52, which indicates that the measurements
      of
      plan assets and obligations required by this statement shall be as of the date
      of the financial statements or, if used consistently from year to year, as
      of a
      date not more than three months prior to that date.

    SYSCO
      further reviewed the likely impact from using a measurement date one month
      in
      advance of the fiscal year end by reviewing the impact to the three most recent
      fiscal years and noted that the change did not have a material impact to these
      fiscal years. The following table depicts the impact of the measurement date
      change to net earnings and retained earnings for each of the fiscal years
      indicated.

              2006

              2005

              2004

              Impact
                to net earnings (gain) / loss

              $

              (11,299,000

              )

              $

              131,000

              $

              6,437,000

              Percentage
                of net earnings

              1.3%

              0.1%

              0.7%

              Impact
                to retained earnings (gain)
                / loss

              (9,285,000

              )

              2,014,000

              1,883,000

              Percentage
                of retained earnings

              0.2%

              0.1%

              0.1%

    As
      noted
      above, the impact was not material for any of such periods and was, based upon
      historical experience, not expected to be material going forward.

    4

    SYSCO
      further considered minutes from the June 15, 2004 meeting of the SEC Staff
      and
      the AICPA SEC Regulations Committee, where Carol Stacey, Chief Accountant in
      the
      Division of Corporation Finance, indicated changes in measurement date have
      historically been rare, however the SEC staff was sensitive to the timing issue
      created by the accelerated filing deadlines for the Form 10-K. Ms. Stacey
      further noted that the SEC would expect any change in a pension or
      postretirement plan actuarial measurement date to be supported by a
      preferability letter from the registrant’s auditors. An Ernst & Young
      representative who attended the meeting noted that Don Nicolaisen, former Chief
      Accountant of the SEC, also stated that the SEC staff was sensitive to the
      demands of accelerated SEC reporting as it relates to actuarial valuations
      related to pension and other postretirement plans. Mr. Nicolaisen further stated
      that the SEC staff would not object if the registrant changed its measurement
      date by no more than one month from the registrant’s fiscal year end.

    The
      Company concluded that the measurement date change was preferable as it was
      within the three month period allowed by SFAS 87 paragraph 52, was not expected
      to have a material impact on the financial statements and would allow adequate
      time to accurately prepare and review the financial statements, footnotes and
      related disclosures. SYSCO also believed that the change in pension and
      postretirement actuarial measurement date of one month would not be
      objectionable to the SEC based on the facts and circumstances of the Company
      and
      the remarks from the June 15, 2004 meeting of the SEC Staff and the AICPA
      SEC Regulations Committee.

    Subsequent
      to the Company’s decision to change the measurement date, the Financial
      Accounting Standards Board (“FASB”) issued Statement of Financial Accounting
      Standard No. 158 (“SFAS 158”), “Employers’ Accounting for Defined Benefit
      Pension and Other Postretirement Plans - An Amendment of FASB Statements No.
      87,
      88, 106, and 132(R)” which will require the measurement date to be the same date
      as the Company’s fiscal year end effective for fiscal years ending after
      December 15, 2008. The FASB initiated its project, “Postretirement Benefit
      Obligations, Including Pensions” after the Company changed its measurement date
      and therefore SYSCO was not aware that accounting literature related to pension
      measurement dates was subject to amendment when it made the change in its
      measurement date. In light of the guidance in SFAS 158, for fiscal year 2009
      (which begins on June 29, 2008), SYSCO will change its measurement date for
      plan
      assets and obligations for its pension and postretirement defined benefit plans
      to be the same date as the Company’s fiscal year-end.

            2.

              We
                note on page 59 that you paid approximately $117 million during the
                year
                for acquisitions and, of that amount, $68 million was recorded to
                goodwill. Please explain to us why the majority of the purchase price
                was
                allocated to goodwill. Also, please tell us and disclose the level
                at
                which you assess goodwill impairment. In doing so, tell us whether
                your
                reporting units are your reportable segments or a component of your
                segments. Refer to paragraph 30 of SFAS
                142.

    5

    Company
      Response

    The
      Company’s accounting for acquisitions included allocations of the consideration
      paid for tangible net assets acquired, identifiable intangible assets and
      goodwill. The Company made seven acquisitions in fiscal 2006. The acquisitions
      were immaterial, individually and in the aggregate, to the consolidated
      financial statements. In addition, consideration payments of cash and shares
      earned in fiscal 2006 related to thirteen acquisitions incurred prior to fiscal
      2006 were recorded as adjustments to goodwill (excess purchase price) in fiscal
      2006.

    It
      is the
      Company’s policy to engage independent third-party valuation consultants to
      assist in the valuation of tangible and intangibles assets for all acquisitions
      it deems to be significant. It is also the Company’s policy to engage
      independent third-party valuation consultants to assist in its valuation for
      a
      sample of the less significant acquisitions. For all other acquisitions which
      are not significant, the Company assigns values to intangible assets and
      goodwill to the remaining purchase price after an allocation to tangible assets
      based on its knowledge of the business acquired and historical purchase price
      allocations of similar acquired businesses. The results of SYSCO’s internal
      valuations have been consistent with those performed by third-party valuation
      consultants. SYSCO engaged independent third-party valuation consultants to
      identify and value any intangible assets and goodwill for three of the more
      significant acquisitions of the seven acquisitions that occurred in fiscal
      2006.

    SYSCO’s
      acquisitions resulted in goodwill for numerous reasons. The businesses acquired
      have low fixed asset requirements and have minimal working capital invested,
      leading to a large majority of the value being intangible in nature, including
      goodwill. The nature of the businesses acquired is generally such that typically
      the material identifiable intangible asset is customer relationships and to
      a
      lesser extent, non-compete agreements. The food distribution business is highly
      fragmented and is characterized by intense price competition; as a result,
      high
      customer attrition occurs which reduces the fair value of customer
      relationships. Therefore, the goodwill recorded in these a