REGISTRATION NO. 333-


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                SYSCO CORPORATION
             (Exact name of registrant as specified in its charter)


           Delaware                                        71-1648137
  (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization                     Identification No.)

                 1390 Enclave Parkway, Houston, Texas 77077-2099
               (Address of Principal Executive Offices) (Zip Code)

                                SYSCO CORPORATION
                       1974 EMPLOYEES' STOCK PURCHASE PLAN
                            (Full title of the plan)

                         Thomas P. Kurz, General Counsel
                                Sysco Corporation
                              1390 Enclave Parkway
                            Houston, Texas 77077-2027
                     (Name and address of agent for service)


                                 (281) 584-1390
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Jonathan Golden, Esq.
                             Arnall Golden & Gregory
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30303-3450
                                 (404) 873-8700

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

  Title of securities          Amount to be            Proposed maximum          Proposed maximum              Amount of
   to be registered             registered          offering price per unit   aggregate offering price     registration fee*

--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>                       <C>                          <C>    

Common Stock, $1.00           5,000,000 Shares          $34.00                    $170,000,000                 $58,620.69
par value
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Calculated pursuant to Rule 457(h), based upon the average of the high and low
prices reported for the Common Stock on May 16, 1997.


<PAGE>



                                     PART II

        ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.  The following
documents are incorporated by reference in the Registration Statement:

        (a) The  registrant's  annual  report on Form 10-K for the  fiscal  year
ended June 29, 1996.

        (b) All other reports filed by the registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since June 29, 1996.

        (c) The  description of the  registrant's  Common Stock contained in the
registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

        All documents  subsequently filed by the registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  then  remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

        ITEM 4.  DESCRIPTION OF SECURITIES.  Not applicable.

        ITEM 5.  INTERESTS OF NAMED  EXPERTS AND COUNSEL.  Certain legal matters
will be passed upon for the Company by Arnall  Golden & Gregory,  LLP,  Atlanta,
Georgia.  Jonathan  Golden,  the sole  stockholder  of  Jonathan  Golden P.C. (a
partner of Arnall Golden & Gregory, LLP), is a director of the registrant. As of
the date hereof,  attorneys  with Arnall  Golden & Gregory  beneficially  own an
aggregate of 25,000 shares of the registrant's Common Stock.

        ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The registrant is a
Delaware  corporation.  Section  145 of the  Delaware  General  Corporation  Law
provides for indemnification of officers, directors and other persons for losses
and expenses  incurred under certain  circumstances.  The registrant's  Restated
Certificate of Incorporation  provides for indemnification to the fullest extent
permitted by Section 145 of the Delaware General  Corporation  Law.  Pursuant to
the registrant's  By-laws,  the registrant maintains insurance on behalf of, and
may  indemnify,  officers,  directors,  employees  and agents of the  registrant
against  any  liability  asserted  against  them or incurred by them in any such
capacity, or arising out of their status as such.

        ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

        ITEM 8. EXHIBITS.  The following  Exhibits are furnished as part of this
Registration Statement:

EXHIBIT NO.                                       EXHIBITS

  3(a)                         Restated  Certificate  of  Incorporation  of  the
                               Registrant,   as  amended  (hereby   incorporated
                               herein by reference to Exhibit  (3)(a) filed with
                               Registrant's  Form 10-K for the year  ended  June
                               29, 1991)

  3(b)                         Bylaws  of the  Registrant,  as  amended  (hereby
                               incorporated   herein  by  reference  to  Exhibit
                               (3)(b) filed with  Registrant's Form 10-K for the
                               year ended July 2, 1994)


                                        2

<PAGE>



5*                             Opinion of Arnall Golden & Gregory, LLP regarding
                               legality

15                             Letter re unaudited interim financial information

24(a)*                         Consent of Arnall Golden & Gregory, LLP
                               (included as part of Exhibit 5 hereto)

24(b)*                         Consent of Arthur Andersen LLP


        * included with this filing


        ITEM 9.  UNDERTAKINGS.

        (a)   The undersigned registrant hereby undertakes:

              (1)   To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)    To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                    (ii)   To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                    (iii)  To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii)   shall  not  apply  if  the   information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed by the  registrant  pursuant  to  Section 13 of
                           Section 15(d) of the Securities  Exchange Act of 1934
                           that   are   incorporated   by   reference   in   the
                           Registration Statement.

              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the  securities  at that  time  shall be deemed to be the
                    initial bona fide offering thereof.

              (3)   To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) The undersigned  registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3

                                        3

<PAGE>



or Rule 14c-3 under the  Securities  Exchange Act of 1934;  and,  where  interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

        (d)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer of  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceedings)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                        4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Memphis, State of Tennessee on May 14, 1997.


                                   SYSCO CORPORATION



                                   By:/s/ Bill M. Lindig
                                      ------------------------------------------
                                          Bill M. Lindig
                                          President and Chief Executive Officer

                                                 POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes  and appoints  John F.  Woodhouse his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated above.


PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:


/s/  John F. Woodhouse                    Chairman of the Board
---------------------------------
     John F. Woodhouse



/s/  Bill M. Lindig                       President, Chief Executive Officer\
---------------------------------         and Director
     Bill M. Lindig                       (Principal Executive Officer)
                                      



/s/  John K. Stubblefield, Jr.            Senior Vice President and Chief
--------------------------------          Financial Officer (Principal Financial
     John K. Stubblefield, Jr.            and Accounting Officer) 
                                         


                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)

                                        5

<PAGE>




/s/  John W. Anderson                     Director
---------------------------------
     John W. Anderson



/s/ John F. Baugh                         Director
---------------------------------
    John F. Baugh



---------------------------------         Director
     Colin G. Campbell                    
 



 /s/ Charles H. Cotros                    Director
---------------------------------
     Charles H. Cotros


 
---------------------------------         Director
     Judith B. Craven                     
  



/s/ Frank A. Godchaux III                 Director
---------------------------------
    Frank A. Godchaux III



 /s/ Jonathan Golden                      Director
---------------------------------
     Jonathan Golden



/s/  Donald J. Keller                     Director
---------------------------------
     Donald J. Keller



/s/ Richard G. Merrill                    Director
---------------------------------
    Richard G. Merrill






                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)

                                        6

<PAGE>




---------------------------------         Director     
    Frank H. Richardson                   
    



/s/ Phyllis S. Sewell                     Director
---------------------------------
    Phyllis S. Sewell


/s/ Arthur J. Swenka                      Director
---------------------------------
    Arthur J. Swenka


---------------------------------         Director
    Thomas B. Walker, Jr.                 
     

                                        7

<PAGE>




















                       EXHIBITS TO REGISTRATION STATEMENT

                                   ON FORM S-8

                                SYSCO CORPORATION


























<PAGE>



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

                                                                                              
Exhibit No.                                    Exhibit                                        

<S>                   <C>                                                                     
3(a)                  Restated  Certificate of  Incorporation of the Registrant,
                      as amended  (hereby  incorporated  herein by  reference to
                      Exhibit (3)(a) filed with  Registrant's  Form 10-K for the
                      year ended June 29, 1991)


3(b)                  Bylaws of the Registrant,  as amended (hereby incorporated
                      herein  by   reference   to  Exhibit   (3)(b)  filed  with
                      Registrant's Form 10-K for the year ended July 2, 1994)


 5                    Opinion of Arnall Golden & Gregory, LLP regarding legality

15                    Letter re unaudited interim financial information

24(a)                 Consent of Arnall Golden & Gregory, LLP (included
                      as part of Exhibit 5)


24(b)                 Consent of Arthur Andersen LLP

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18121}]
{"company-data": {"conformed-name": "SYSCO CORP", "cik": "0000096021", "assigned-sic": "5140", "irs-number": "741648137", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27405", "film-number": "97611380"}, "business-address": {"street1": "1390 ENCLAVE PKWY", "city": "HOUSTON", "state": "TX", "zip": "77077", "phone": "7135841390"}}
REGISTRATION NO. 333-

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                SYSCO CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                        71-1648137
  (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization                     Identification No.)

                 1390 Enclave Parkway, Houston, Texas 77077-2099
               (Address of Principal Executive Offices) (Zip Code)

                                SYSCO CORPORATION
                       1974 EMPLOYEES' STOCK PURCHASE PLAN
                            (Full title of the plan)

                         Thomas P. Kurz, General Counsel
                                Sysco Corporation
                              1390 Enclave Parkway
                            Houston, Texas 77077-2027
                     (Name and address of agent for service)

                                 (281) 584-1390
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Jonathan Golden, Esq.
                             Arnall Golden & Gregory
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30303-3450
                                 (404) 873-8700

                         CALCULATION OF REGISTRATION FEE
Title of securities          Amount to be            Proposed maximum          Proposed maximum              Amount of
   to be registered             registered          offering price per unit   aggregate offering price     registration fee*

--------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00           5,000,000 Shares          $34.00                    $170,000,000                 $58,620.69
par value
--------------------------------------------------------------------------------------------------------------------------------
* Calculated pursuant to Rule 457(h), based upon the average of the high and low
prices reported for the Common Stock on May 16, 1997.
PART II

        ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.  The following
documents are incorporated by reference in the Registration Statement:

        (a) The  registrant's  annual  report on Form 10-K for the  fiscal  year
ended June 29, 1996.

        (b) All other reports filed by the registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since June 29, 1996.

        (c) The  description of the  registrant's  Common Stock contained in the
registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

        All documents  subsequently filed by the registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  then  remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

        ITEM 4.  DESCRIPTION OF SECURITIES.  Not applicable.

        ITEM 5.  INTERESTS OF NAMED  EXPERTS AND COUNSEL.  Certain legal matters
will be passed upon for the Company by Arnall  Golden & Gregory,  LLP,  Atlanta,
Georgia.  Jonathan  Golden,  the sole  stockholder  of  Jonathan  Golden P.C. (a
partner of Arnall Golden & Gregory, LLP), is a director of the registrant. As of
the date hereof,  attorneys  with Arnall  Golden & Gregory  beneficially  own an
aggregate of 25,000 shares of the registrant's Common Stock.

        ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The registrant is a
Delaware  corporation.  Section  145 of the  Delaware  General  Corporation  Law
provides for indemnification of officers, directors and other persons for losses
and expenses  incurred under certain  circumstances.  The registrant's  Restated
Certificate of Incorporation  provides for indemnification to the fullest extent
permitted by Section 145 of the Delaware General  Corporation  Law.  Pursuant to
the registrant's  By-laws,  the registrant maintains insurance on behalf of, and
may  indemnify,  officers,  directors,  employees  and agents of the  registrant
against  any  liability  asserted  against  them or incurred by them in any such
capacity, or arising out of their status as such.

        ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

        ITEM 8. EXHIBITS.  The following  Exhibits are furnished as part of this
Registration Statement:

EXHIBIT NO.                                       EXHIBITS

  3(a)                         Restated  Certificate  of  Incorporation  of  the
                               Registrant,   as  amended  (hereby   incorporated
                               herein by reference to Exhibit  (3)(a) filed with
                               Registrant's  Form 10-K for the year  ended  June
                               29, 1991)

  3(b)                         Bylaws  of the  Registrant,  as  amended  (hereby
                               incorporated   herein  by  reference  to  Exhibit
                               (3)(b) filed with  Registrant's Form 10-K for the
                               year ended July 2, 1994)

                                        2
5*                             Opinion of Arnall Golden & Gregory, LLP regarding
                               legality

15                             Letter re unaudited interim financial information

24(a)*                         Consent of Arnall Golden & Gregory, LLP
                               (included as part of Exhibit 5 hereto)

24(b)*                         Consent of Arthur Andersen LLP

        * included with this filing

        ITEM 9.  UNDERTAKINGS.

        (a)   The undersigned registrant hereby undertakes:

              (1)   To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)    To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                    (ii)   To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                    (iii)  To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii)   shall  not  apply  if  the   information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed by the  registrant  pursuant  to  Section 13 of
                           Section 15(d) of the Securities  Exchange Act of 1934
                           that   are   incorporated   by   reference   in   the
                           Registration Statement.

              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the  securities  at that  time  shall be deemed to be the
                    initial bona fide offering thereof.

              (3)   To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) The undersigned  registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3

                                        3
or Rule 14c-3 under the  Securities  Exchange Act of 1934;  and,  where  interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

        (d)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer of  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceedings)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Memphis, State of Tennessee on May 14, 1997.

                                   SYSCO CORPORATION

                                   By:/s/ Bill M. Lindig
                                      ------------------------------------------
                                          Bill M. Lindig
                                          President and Chief Executive Officer

                                                 POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes  and appoints  John F.  Woodhouse his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated above.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:

/s/  John F. Woodhouse                    Chairman of the Board
---------------------------------
     John F. Woodhouse

/s/  Bill M. Lindig                       President, Chief Executive Officer\
---------------------------------         and Director
     Bill M. Lindig                       (Principal Executive Officer)
                                      

/s/  John K. Stubblefield, Jr.            Senior Vice President and Chief
--------------------------------          Financial Officer (Principal Financial
     John K. Stubblefield, Jr.            and Accounting Officer) 
                                         

                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)

                                        5
/s/  John W. Anderson                     Director
---------------------------------
     John W. Anderson

/s/ John F. Baugh                         Director
---------------------------------
    John F. Baugh

---------------------------------         Director
     Colin G. Campbell                    
 

 /s/ Charles H. Cotros                    Director
---------------------------------
     Charles H. Cotros

 
---------------------------------         Director
     Judith B. Craven                     
  

/s/ Frank A. Godchaux III                 Director
---------------------------------
    Frank A. Godchaux III

 /s/ Jonathan Golden                      Director
---------------------------------
     Jonathan Golden

/s/  Donald J. Keller                     Director
---------------------------------
     Donald J. Keller

/s/ Richard G. Merrill                    Director
---------------------------------
    Richard G. Merrill

                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)

                                        6
---------------------------------         Director     
    Frank H. Richardson                   
    

/s/ Phyllis S. Sewell                     Director
---------------------------------
    Phyllis S. Sewell

/s/ Arthur J. Swenka                      Director
---------------------------------
    Arthur J. Swenka

---------------------------------         Director
    Thomas B. Walker, Jr.                 
     

                                        7
EXHIBITS TO REGISTRATION STATEMENT

                                   ON FORM S-8

                                SYSCO CORPORATION
EXHIBIT INDEX
Exhibit No.                                    Exhibit
3(a)                  Restated  Certificate of  Incorporation of the Registrant,
                      as amended  (hereby  incorporated  herein by  reference to
                      Exhibit (3)(a) filed with  Registrant's  Form 10-K for the
                      year ended June 29, 1991)

3(b)                  Bylaws of the Registrant,  as amended (hereby incorporated
                      herein  by   reference   to  Exhibit   (3)(b)  filed  with
                      Registrant's Form 10-K for the year ended July 2, 1994)

 5                    Opinion of Arnall Golden & Gregory, LLP regarding legality

15                    Letter re unaudited interim financial information

24(a)                 Consent of Arnall Golden & Gregory, LLP (included
                      as part of Exhibit 5)

24(b)                 Consent of Arthur Andersen LLP