As filed with the Securities and Exchange Commission on April 4, 2001
                                        Registration Statement No. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act Of 1933

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

          Delaware                                            74-1648137
          --------                                         -------------
 (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)

                    Guest Supply, Inc. 1993 Stock Option Plan
                Guest Supply, Inc. 1996 Long-Term Incentive Plan
                            (Full title of the plan)
                               -------------------

                       Michael C. Nichols, Vice President,
                     General Counsel and Assistant Secretary
                                SYSCO Corporation
                              1390 Enclave Parkway
                            Houston, Texas 77077-2099
                                 (281) 584-1390
 (Name, address and telephone number, including area code, of agent for service)
                               -------------------

                                    Copy to:
                           B. Joseph Alley, Jr., Esq.
                            Arnall Golden Gregory LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8500
<TABLE>
<CAPTION>
<S>                         <C>                    <C>                        <C>                      <C>

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================

Title  of  each  class                             Proposed maximum             Proposed maximum         Amount of
of  securities  to  be      Amount  to  be         offering   price   per       Aggregate offering       registration
registered                  registered (1)         share (2)                    Price (2)                fee(2)
------------------------------------------------------------------------------------------------------------------------
Common  Stock,   $1.00
par value                       571,920                     $26.19              $ 14,978,584.80          $  3,744.65
========================================================================================================================
</TABLE>


(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.

(2)  Calculated  pursuant to Rules 457(c) and 457(h),  based upon the average of
     the high and low prices of SYSCO's common stock on March 29, 2001 as quoted
     on The New York Stock Exchange.
<PAGE>

                                EXPLANATORY NOTE

     On March 12,  2001,  Sysco Food  Services of New Jersey,  Inc.,  a Delaware
corporation  and  wholly  owned  subsidiary  of  Sysco  Corporation   ("SYSCO"),
completed its exchange offer for all of the outstanding  shares of Guest Supply,
Inc., a New Jersey  corporation  ("Guest  Supply"),  common stock at an exchange
ratio of 0.9564  shares of SYSCO  common stock for each share of common stock of
Guest Supply validly tendered prior to the expiration of the offer,  pursuant to
that certain Merger Agreement and Plan of Reorganization dated as of January 22,
2001 among SYSCO, Guest Supply and Sysco Food Services of New Jersey,  Inc. (the
"Merger Agreement").

     On March 15, 2001,  Guest Supply became a wholly owned  subsidiary of SYSCO
as a result of the merger of Sysco Food  Services of New Jersey,  Inc.  with and
into Guest Supply, with Guest Supply being the surviving  corporation.  Pursuant
to the Merger  Agreement,  each option to purchase shares of Guest Supply common
stock  that  remained  outstanding  immediately  before the  Effective  Time (as
defined in the Merger  Agreement)  was,  as a result of the  Merger,  assumed by
SYSCO and  converted,  effective  as of the  Effective  Time,  into an option to
purchase SYSCO common stock in accordance with the Merger Agreement.

     This  Registration  Statement  relates  to 571,920  shares of SYSCO  common
stock, par value $1.00 per share, that may be issued from time to time under the
Guest Supply 1993 Stock Option Plan and 1996 Long Term Incentive  Plan, from and
after  March 15,  2001.  Of the total of  571,920  shares,  318,478  shares  are
allocated  for the 1993 Stock Option Plan and 253,442  shares are  allocated for
the 1996 Long Term Incentive Plan.


                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference. The following documents
are incorporated by reference in this Registration Statement:

     (a)  SYSCO's  Annual  Report on Form 10-K for the fiscal year ended July 1,
2000.

     (b) SYSCO's Quarterly Reports on Form 10-Q for the quarters ended September
30, 2000 and December 30, 2000.

     (c)  SYSCO's Current Report on Form 8-K filed on August 3, 2000.

     (d)  SYSCO's Current Report on Form 8-K filed on October 20, 2000.

     (e)  SYSCO's Current Report on Form 8-K filed on October 26, 2000.

     (f)  SYSCO's Current Report on Form 8-K Filed on November 6, 2000.

     (g)  SYSCO's Current Report on Form 8-K filed January 16, 2001.

     (h)  SYSCO's Current Reports on Form 8-K filed January 22, 2001.

     (i)  SYSCO's Current Report on Form 8-K filed January 23, 2001.

     (j)  SYSCO's Current Report on Form 8-K filed February 5, 2001.

     (k)  SYSCO's Current Report on Form 8-K filed March 1, 2001.

     (l)  SYSCO's Current Report on Form 8-K filed March 5, 2001.

     (m)  SYSCO's Current Report on Form 8-K filed March 7, 2001.

     (n)  SYSCO's Current Report on Form 8-K filed March 14, 2001.

     (o)  The   description  of  SYSCO's  common  stock   contained  in  SYSCO's
registration  statement  on Form 8-A filed  under  Section 12 of the  Securities
Exchange  Act of 1934,  and any  amendment  or report  filed for the  purpose of
updating  such  description,  as updated  by the  description  of capital  stock
contained in SYSCO's Current Report on Form 8-K filed on October 26, 2000.

     All  documents  subsequently  filed by SYSCO  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.

                                       3
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters  will be passed  upon for  SYSCO 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 SYSCO. As
of March 31, 2001,  attorneys with Arnall Golden Gregory LLP beneficially  owned
an aggregate of approximately 160,000 shares of SYSCO's common stock.

Item 6.  Indemnification of Directors and Officers.

     SYSCO  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.  SYSCO's
Restated  Certificate  of  Incorporation  provides  for  indemnification  to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law.
Pursuant to SYSCO's  Bylaws,  SYSCO  maintains  insurance  on behalf of, and may
indemnify,  officers,  directors,  employees  and  agents of SYSCO  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.

Exhibit No.       Exhibit
-----------       -------
4(a)              Restated Certificate of Incorporation (Incorporated
                  by reference  to Exhibit  3(a) to the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(b)              Certificate   of   Amendment  of   Certificate   of
                  Incorporation    increasing    authorized    shares
                  (Incorporated  by  reference to Exhibit 3(d) to the
                  Registrant's  Quarterly Report on Form 10-Q for the
                  quarter ended January 1, 2000).

4(c)              Amended and Restated Bylaws of SYSCO Corporation as
                  amended May 12, 1999  (Incorporated by reference to
                  Exhibit 3(b) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended July 3, 1999).

4(d)              Form  of  Amended   Certificate   of   Designation,
                  Preferences   and   Rights   of   Series  A  Junior
                  Participating   Preferred  Stock  (Incorporated  by
                  reference  to  Exhibit  3(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(e)              Senior  Debt  Indenture,  dated as of June 15, 1995
                  between SYSCO  Corporation and First Union National
                  Bank,  as Trustee  (Incorporated  by  reference  to
                  Exhibit  4(a)  to  the  Registrant's   Registration
                  Statement on Form S-3 (No. 333-52897)).

4(f)              First Supplemental Indenture,  dated as of June 27,
                  1995,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(e)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(g)              Second Supplemental  Indenture,  dated as of May 1,
                  1996,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(f)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(h)              Third Supplemental Indenture, dated as of April 25,
                  1997,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(g) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

                                       4
<PAGE>

4(i)              Fourth  Supplemental  Indenture,  dated as of April
                  25, 1997, between SYSCO Corporation and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

4(j)              Fifth Supplemental Indenture,  dated as of July 27,
                  1998,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 27,
                  1998).

4(k)              Sixth  Amendment  and  Restatement  of  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated May 31, 1996  (Incorporated  by  reference to
                  Exhibit 4(a) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended June 27, 1996).

4(l)              Agreement  and  Seventh  Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  27,  1997   (Incorporated   by
                  reference  to  Exhibit  4(a)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(m)              Agreement  and  Eighth   Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  28,  1998   (Incorporated   by
                  reference  to  Exhibit  4(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended July 3, 1999).

4(n)              Agreement  and  Ninth   Amendment  to   Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as of  December  1,  1999  (Incorporated  by
                  reference  to  Exhibit  4(j)  to  the  Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended
                  January 1, 2000).

5*                Opinion  of  Arnall  Golden  Gregory  LLP regarding
                  legality.

15*               Letter  from  Arthur  Andersen  LLP  re:  Unaudited
                  Financial Statements.

23.1*             Consent of  Arnall  Golden Gregory LLP (Included as
                  part of Exhibit 5 hereto).

23.2*             Consent of Arthur Andersen LLP.

24*               Power  of  Attorney  (included   as  part  of   the
                  signature page hereto).
------------------
*        Filed herewith.

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;


                                       5
<PAGE>

               (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 paragraph (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
               or 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  offered therein,  and the offering of such 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 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 internal 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  above,  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 or  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.


                                       6
<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 Houston, State of Texas on April 2, 2001.

                                       SYSCO CORPORATION

                                       By: /s/ Charles H. Cotros
                                           -------------------------------------
                                           Charles H. Cotros
                                           Chairman and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Charles H. Cotros, John K. Stubblefield,  Jr. and
Richard  J.  Schnieders  and  each of them,  as such  person's  true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for such person and in such person's 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  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as such  person  might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or 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 dates indicated.
<TABLE>
<CAPTION>
<S>                                  <C>                                               <C>

          Name                                        Title                                 Date

/s/ Charles H. Cotros                Chairman and Chief Executive Officer              April 2, 2001
------------------------------       (Principal Executive Officer)
Charles H. Cotros

/s/ John K. Stubblefield, Jr.        Executive Vice President, Finance and             April 2, 2001
------------------------------       Administration (Principal Financial and
John K. Stubblefield, Jr.            Accounting Officer)

/s/ John W. Anderson                 Director                                          April 2, 2001
------------------------------
John W. Anderson

/s/ Colin G. Campbell                Director                                          April 2, 2001
------------------------------
Colin G. Campbell

/s/ Judith B. Craven                 Director                                          April 2, 2001
------------------------------
Judith B. Craven

/s/ Frank A. Godchaux, III           Director                                          April 2, 2001
------------------------------
Frank A. Godchaux III

                                     Director                                          April __, 2001
------------------------------
Jonathan Golden

/s/ Thomas E. Lankford               Director                                          April 2, 2001
------------------------------
Thomas E. Lankford

                                       7
<PAGE>

/s/ Richard G. Merrill               Director                                          April 2, 2001
------------------------------
Richard G. Merrill

/s/ Frank H. Richardson              Director                                          April 3, 2001
------------------------------
Frank H. Richardson

/s/ Richard J. Schnieders            Director                                          April 2, 2001
------------------------------
Richard J. Schnieders

/s/ Phyllis S. Sewell                Director                                          April 2, 2001
------------------------------
Phyllis S. Sewell

                                     Director                                          April __, 2001
------------------------------
John F. Woodhouse

</TABLE>


                                       8
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.       Exhibit
-----------       -------
4(a)              Restated Certificate of Incorporation (Incorporated
                  by reference  to Exhibit  3(a) to the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(b)              Certificate   of   Amendment  of   Certificate   of
                  Incorporation    increasing    authorized    shares
                  (Incorporated  by  reference to Exhibit 3(d) to the
                  Registrant's  Quarterly Report on Form 10-Q for the
                  quarter ended January 1, 2000).

4(c)              Amended and Restated Bylaws of SYSCO Corporation as
                  amended May 12, 1999  (Incorporated by reference to
                  Exhibit 3(b) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended July 3, 1999).

4(d)              Form  of  Amended   Certificate   of   Designation,
                  Preferences   and   Rights   of   Series  A  Junior
                  Participating   Preferred  Stock  (Incorporated  by
                  reference  to  Exhibit  3(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(e)              Senior  Debt  Indenture,  dated as of June 15, 1995
                  between SYSCO  Corporation and First Union National
                  Bank,  as Trustee  (Incorporated  by  reference  to
                  Exhibit  4(a)  to  the  Registrant's   Registration
                  Statement on Form S-3 (No. 333-52897)).

4(f)              First Supplemental Indenture,  dated as of June 27,
                  1995,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(e)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(g)              Second Supplemental  Indenture,  dated as of May 1,
                  1996,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(f)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(h)              Third Supplemental Indenture, dated as of April 25,
                  1997,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(g) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

4(i)              Fourth  Supplemental  Indenture,  dated as of April
                  25, 1997, between SYSCO Corporation and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

4(j)              Fifth Supplemental Indenture,  dated as of July 27,
                  1998,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 27,
                  1998).

4(k)              Sixth  Amendment  and  Restatement  of  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated May 31, 1996  (Incorporated  by  reference to
                  Exhibit 4(a) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended June 27, 1996).

4(l)              Agreement  and  Seventh  Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  27,  1997   (Incorporated   by
                  reference  to  Exhibit  4(a)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(m)              Agreement  and  Eighth   Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  28,  1998   (Incorporated   by
                  reference  to  Exhibit  4(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended July 3, 1999).

                                       9
<PAGE>

4(n)              Agreement  and  Ninth   Amendment  to   Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as of  December  1,  1999  (Incorporated  by
                  reference  to  Exhibit  4(j)  to  the  Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended
                  January 1, 2000).

5*                Opinion  of  Arnall  Golden  Gregory  LLP regarding
                  legality.

15*               Letter  from  Arthur  Andersen  LLP  re:  Unaudited
                  Financial Statements.

23.1*             Consent of  Arnall  Golden Gregory LLP (Included as
                  part of Exhibit 5 hereto).

23.2*             Consent of Arthur Andersen LLP.

24*               Power  of  Attorney  (included   as  part  of   the
                  signature page hereto).
------------------
*        Filed herewith.



                                       10


1339855v3
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{"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": "333-58276", "film-number": "1595435"}, "business-address": {"street1": "1390 ENCLAVE PKWY", "city": "HOUSTON", "state": "TX", "zip": "77077", "phone": "2815841390"}}
As filed with the Securities and Exchange Commission on April 4, 2001
                                        Registration Statement No. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act Of 1933

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

          Delaware                                            74-1648137
          --------                                         -------------
 (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)

                    Guest Supply, Inc. 1993 Stock Option Plan
                Guest Supply, Inc. 1996 Long-Term Incentive Plan
                            (Full title of the plan)
                               -------------------

                       Michael C. Nichols, Vice President,
                     General Counsel and Assistant Secretary
                                SYSCO Corporation
                              1390 Enclave Parkway
                            Houston, Texas 77077-2099
                                 (281) 584-1390
 (Name, address and telephone number, including area code, of agent for service)
                               -------------------

                                    Copy to:
                           B. Joseph Alley, Jr., Esq.
                            Arnall Golden Gregory LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8500
CALCULATION OF REGISTRATION FEE
========================================================================================================================

Title  of  each  class                             Proposed maximum             Proposed maximum         Amount of
of  securities  to  be      Amount  to  be         offering   price   per       Aggregate offering       registration
registered                  registered (1)         share (2)                    Price (2)                fee(2)
------------------------------------------------------------------------------------------------------------------------
Common  Stock,   $1.00
par value                       571,920                     $26.19              $ 14,978,584.80          $  3,744.65
========================================================================================================================
(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.

(2)  Calculated  pursuant to Rules 457(c) and 457(h),  based upon the average of
     the high and low prices of SYSCO's common stock on March 29, 2001 as quoted
     on The New York Stock Exchange.
EXPLANATORY NOTE

     On March 12,  2001,  Sysco Food  Services of New Jersey,  Inc.,  a Delaware
corporation  and  wholly  owned  subsidiary  of  Sysco  Corporation   ("SYSCO"),
completed its exchange offer for all of the outstanding  shares of Guest Supply,
Inc., a New Jersey  corporation  ("Guest  Supply"),  common stock at an exchange
ratio of 0.9564  shares of SYSCO  common stock for each share of common stock of
Guest Supply validly tendered prior to the expiration of the offer,  pursuant to
that certain Merger Agreement and Plan of Reorganization dated as of January 22,
2001 among SYSCO, Guest Supply and Sysco Food Services of New Jersey,  Inc. (the
"Merger Agreement").

     On March 15, 2001,  Guest Supply became a wholly owned  subsidiary of SYSCO
as a result of the merger of Sysco Food  Services of New Jersey,  Inc.  with and
into Guest Supply, with Guest Supply being the surviving  corporation.  Pursuant
to the Merger  Agreement,  each option to purchase shares of Guest Supply common
stock  that  remained  outstanding  immediately  before the  Effective  Time (as
defined in the Merger  Agreement)  was,  as a result of the  Merger,  assumed by
SYSCO and  converted,  effective  as of the  Effective  Time,  into an option to
purchase SYSCO common stock in accordance with the Merger Agreement.

     This  Registration  Statement  relates  to 571,920  shares of SYSCO  common
stock, par value $1.00 per share, that may be issued from time to time under the
Guest Supply 1993 Stock Option Plan and 1996 Long Term Incentive  Plan, from and
after  March 15,  2001.  Of the total of  571,920  shares,  318,478  shares  are
allocated  for the 1993 Stock Option Plan and 253,442  shares are  allocated for
the 1996 Long Term Incentive Plan.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference. The following documents
are incorporated by reference in this Registration Statement:

     (a)  SYSCO's  Annual  Report on Form 10-K for the fiscal year ended July 1,
2000.

     (b) SYSCO's Quarterly Reports on Form 10-Q for the quarters ended September
30, 2000 and December 30, 2000.

     (c)  SYSCO's Current Report on Form 8-K filed on August 3, 2000.

     (d)  SYSCO's Current Report on Form 8-K filed on October 20, 2000.

     (e)  SYSCO's Current Report on Form 8-K filed on October 26, 2000.

     (f)  SYSCO's Current Report on Form 8-K Filed on November 6, 2000.

     (g)  SYSCO's Current Report on Form 8-K filed January 16, 2001.

     (h)  SYSCO's Current Reports on Form 8-K filed January 22, 2001.

     (i)  SYSCO's Current Report on Form 8-K filed January 23, 2001.

     (j)  SYSCO's Current Report on Form 8-K filed February 5, 2001.

     (k)  SYSCO's Current Report on Form 8-K filed March 1, 2001.

     (l)  SYSCO's Current Report on Form 8-K filed March 5, 2001.

     (m)  SYSCO's Current Report on Form 8-K filed March 7, 2001.

     (n)  SYSCO's Current Report on Form 8-K filed March 14, 2001.

     (o)  The   description  of  SYSCO's  common  stock   contained  in  SYSCO's
registration  statement  on Form 8-A filed  under  Section 12 of the  Securities
Exchange  Act of 1934,  and any  amendment  or report  filed for the  purpose of
updating  such  description,  as updated  by the  description  of capital  stock
contained in SYSCO's Current Report on Form 8-K filed on October 26, 2000.

     All  documents  subsequently  filed by SYSCO  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.

                                       3
Item 5.  Interests of Named Experts and Counsel.

     Certain  legal  matters  will be passed  upon for  SYSCO 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 SYSCO. As
of March 31, 2001,  attorneys with Arnall Golden Gregory LLP beneficially  owned
an aggregate of approximately 160,000 shares of SYSCO's common stock.

Item 6.  Indemnification of Directors and Officers.

     SYSCO  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.  SYSCO's
Restated  Certificate  of  Incorporation  provides  for  indemnification  to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law.
Pursuant to SYSCO's  Bylaws,  SYSCO  maintains  insurance  on behalf of, and may
indemnify,  officers,  directors,  employees  and  agents of SYSCO  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.

Exhibit No.       Exhibit
-----------       -------
4(a)              Restated Certificate of Incorporation (Incorporated
                  by reference  to Exhibit  3(a) to the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(b)              Certificate   of   Amendment  of   Certificate   of
                  Incorporation    increasing    authorized    shares
                  (Incorporated  by  reference to Exhibit 3(d) to the
                  Registrant's  Quarterly Report on Form 10-Q for the
                  quarter ended January 1, 2000).

4(c)              Amended and Restated Bylaws of SYSCO Corporation as
                  amended May 12, 1999  (Incorporated by reference to
                  Exhibit 3(b) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended July 3, 1999).

4(d)              Form  of  Amended   Certificate   of   Designation,
                  Preferences   and   Rights   of   Series  A  Junior
                  Participating   Preferred  Stock  (Incorporated  by
                  reference  to  Exhibit  3(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(e)              Senior  Debt  Indenture,  dated as of June 15, 1995
                  between SYSCO  Corporation and First Union National
                  Bank,  as Trustee  (Incorporated  by  reference  to
                  Exhibit  4(a)  to  the  Registrant's   Registration
                  Statement on Form S-3 (No. 333-52897)).

4(f)              First Supplemental Indenture,  dated as of June 27,
                  1995,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(e)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(g)              Second Supplemental  Indenture,  dated as of May 1,
                  1996,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(f)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(h)              Third Supplemental Indenture, dated as of April 25,
                  1997,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(g) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

                                       4
4(i)              Fourth  Supplemental  Indenture,  dated as of April
                  25, 1997, between SYSCO Corporation and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

4(j)              Fifth Supplemental Indenture,  dated as of July 27,
                  1998,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 27,
                  1998).

4(k)              Sixth  Amendment  and  Restatement  of  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated May 31, 1996  (Incorporated  by  reference to
                  Exhibit 4(a) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended June 27, 1996).

4(l)              Agreement  and  Seventh  Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  27,  1997   (Incorporated   by
                  reference  to  Exhibit  4(a)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(m)              Agreement  and  Eighth   Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  28,  1998   (Incorporated   by
                  reference  to  Exhibit  4(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended July 3, 1999).

4(n)              Agreement  and  Ninth   Amendment  to   Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as of  December  1,  1999  (Incorporated  by
                  reference  to  Exhibit  4(j)  to  the  Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended
                  January 1, 2000).

5*                Opinion  of  Arnall  Golden  Gregory  LLP regarding
                  legality.

15*               Letter  from  Arthur  Andersen  LLP  re:  Unaudited
                  Financial Statements.

23.1*             Consent of  Arnall  Golden Gregory LLP (Included as
                  part of Exhibit 5 hereto).

23.2*             Consent of Arthur Andersen LLP.

24*               Power  of  Attorney  (included   as  part  of   the
                  signature page hereto).
------------------
*        Filed herewith.

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;

                                       5
(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 paragraph (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
               or 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  offered therein,  and the offering of such 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 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 internal 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  above,  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 or  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.

                                       6
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 Houston, State of Texas on April 2, 2001.

                                       SYSCO CORPORATION

                                       By: /s/ Charles H. Cotros
                                           -------------------------------------
                                           Charles H. Cotros
                                           Chairman and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Charles H. Cotros, John K. Stubblefield,  Jr. and
Richard  J.  Schnieders  and  each of them,  as such  person's  true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for such person and in such person's 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  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as such  person  might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or 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 dates indicated.
Name                                        Title                                 Date

/s/ Charles H. Cotros                Chairman and Chief Executive Officer              April 2, 2001
------------------------------       (Principal Executive Officer)
Charles H. Cotros

/s/ John K. Stubblefield, Jr.        Executive Vice President, Finance and             April 2, 2001
------------------------------       Administration (Principal Financial and
John K. Stubblefield, Jr.            Accounting Officer)

/s/ John W. Anderson                 Director                                          April 2, 2001
------------------------------
John W. Anderson

/s/ Colin G. Campbell                Director                                          April 2, 2001
------------------------------
Colin G. Campbell

/s/ Judith B. Craven                 Director                                          April 2, 2001
------------------------------
Judith B. Craven

/s/ Frank A. Godchaux, III           Director                                          April 2, 2001
------------------------------
Frank A. Godchaux III

                                     Director                                          April __, 2001
------------------------------
Jonathan Golden

/s/ Thomas E. Lankford               Director                                          April 2, 2001
------------------------------
Thomas E. Lankford

                                       7
/s/ Richard G. Merrill               Director                                          April 2, 2001
------------------------------
Richard G. Merrill

/s/ Frank H. Richardson              Director                                          April 3, 2001
------------------------------
Frank H. Richardson

/s/ Richard J. Schnieders            Director                                          April 2, 2001
------------------------------
Richard J. Schnieders

/s/ Phyllis S. Sewell                Director                                          April 2, 2001
------------------------------
Phyllis S. Sewell

                                     Director                                          April __, 2001
------------------------------
John F. Woodhouse
8
EXHIBIT INDEX

Exhibit No.       Exhibit
-----------       -------
4(a)              Restated Certificate of Incorporation (Incorporated
                  by reference  to Exhibit  3(a) to the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(b)              Certificate   of   Amendment  of   Certificate   of
                  Incorporation    increasing    authorized    shares
                  (Incorporated  by  reference to Exhibit 3(d) to the
                  Registrant's  Quarterly Report on Form 10-Q for the
                  quarter ended January 1, 2000).

4(c)              Amended and Restated Bylaws of SYSCO Corporation as
                  amended May 12, 1999  (Incorporated by reference to
                  Exhibit 3(b) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended July 3, 1999).

4(d)              Form  of  Amended   Certificate   of   Designation,
                  Preferences   and   Rights   of   Series  A  Junior
                  Participating   Preferred  Stock  (Incorporated  by
                  reference  to  Exhibit  3(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(e)              Senior  Debt  Indenture,  dated as of June 15, 1995
                  between SYSCO  Corporation and First Union National
                  Bank,  as Trustee  (Incorporated  by  reference  to
                  Exhibit  4(a)  to  the  Registrant's   Registration
                  Statement on Form S-3 (No. 333-52897)).

4(f)              First Supplemental Indenture,  dated as of June 27,
                  1995,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(e)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(g)              Second Supplemental  Indenture,  dated as of May 1,
                  1996,  between  SYSCO  Corporation  and First Union
                  National Bank, Trustee, as amended (Incorporated by
                  reference  to  Exhibit  4(f)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 29, 1996).

4(h)              Third Supplemental Indenture, dated as of April 25,
                  1997,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(g) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

4(i)              Fourth  Supplemental  Indenture,  dated as of April
                  25, 1997, between SYSCO Corporation and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 28,
                  1997).

4(j)              Fifth Supplemental Indenture,  dated as of July 27,
                  1998,  between  SYSCO  Corporation  and First Union
                  National Bank,  Trustee  (Incorporated by reference
                  to Exhibit 4(h) to the  Registrant's  Annual Report
                  on Form 10-K for the  fiscal  year  ended  June 27,
                  1998).

4(k)              Sixth  Amendment  and  Restatement  of  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated May 31, 1996  (Incorporated  by  reference to
                  Exhibit 4(a) to the  Registrant's  Annual Report on
                  Form 10-K for the fiscal year ended June 27, 1996).

4(l)              Agreement  and  Seventh  Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  27,  1997   (Incorporated   by
                  reference  to  Exhibit  4(a)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended June 28, 1997).

4(m)              Agreement  and  Eighth   Amendment  to  Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as  of  June  28,  1998   (Incorporated   by
                  reference  to  Exhibit  4(c)  to  the  Registrant's
                  Annual  Report  on Form  10-K for the  fiscal  year
                  ended July 3, 1999).

                                       9
4(n)              Agreement  and  Ninth   Amendment  to   Competitive
                  Advance and  Revolving  Credit  Facility  Agreement
                  dated  as of  December  1,  1999  (Incorporated  by
                  reference  to  Exhibit  4(j)  to  the  Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended
                  January 1, 2000).

5*                Opinion  of  Arnall  Golden  Gregory  LLP regarding
                  legality.

15*               Letter  from  Arthur  Andersen  LLP  re:  Unaudited
                  Financial Statements.

23.1*             Consent of  Arnall  Golden Gregory LLP (Included as
                  part of Exhibit 5 hereto).

23.2*             Consent of Arthur Andersen LLP.

24*               Power  of  Attorney  (included   as  part  of   the
                  signature page hereto).
------------------
*        Filed herewith.

                                       10

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