As filed with the Securities and Exchange Commission on November 13, 2000
                                        Registration Statement No. 333-_________
________________________________________________________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                SYSCO CORPORATION
             (Exact name of registrant as specified in its chart
         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 2000 MANAGEMENT INCENTIVE PLAN

                   SYSCO CORPORATION 2000 STOCK 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
                     (Name and address of agent for service)

                                 (281) 584-1390
          (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
--------------------------------------------------------------------------------------------------------------------------
                                                          Proposed maximum         Proposed maximum          Amount of
Title of each class of              Amount to be          offering price per       aggregate                 registration
securities to be registered         registered            share                    offering price            fee(1)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value         4,000,000(2)        $52.03125                 $  208,125,000           $ 54,945.00
Common Stock, $1.00 par value        25,000,000(3)        $52.03125                 $1,300,781,250           $343,406.25
  Total                              29,000,000           $52.03125                 $1,508,906,250           $398,351.25
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated  pursuant to Rules 457(c) and 457(h),  based upon the average of
     the high and low prices  reported  for the Common Stock on November 6, 2000
     as quoted on the New York Stock Exchange.

(2)  Represents shares of common stock issuable under the Sysco Corporation 2000
     Management Incentive Plan.

(3)  Represents shares of common stock issuable under the Sysco Corporation 2000
     Stock  Incentive  Plan.  Pursuant to Rule 429 under the  Securities  Act of
     1933, as amended, an additional 17,428,526 shares of common stock are being
     carried forward from Registration  Statement No. 333-01255 and Registration


                                       1
<PAGE>


     Statement No. 333-45820 relating to the Sysco Corporation 1991 Stock Option
     Plan. These shares of common stock are or may become available for issuance
     under the 2000  Stock  Incentive  Plan to the  extent  they are  subject to
     options issued and  outstanding  under the 1991 Stock Option Plan which are
     forfeited,  expire,  or are canceled  without delivery of shares or are not
     subject to  outstanding  options  under the 1991 Stock Option Plan.  Filing
     fees of $111,621  were  previously  paid in  connection  with the filing of
     these registration statements.



                                       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 the Registration Statement:

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

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

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

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

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

     (f)  Sysco's Quarterly  Report on Form 10-Q for the quarter ended September
          30, 2000.

     (g) The description of Sysco's common stock  contained in its  registration
statement 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 with the  Securities  and Exchange  Commission  on October 26,
2000.

     (h) 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.

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 October 26, 2000,  attorneys with Arnall,  Golden & Gregory, LLP
beneficially owned an aggregate of approximately 75,000 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


                                       3
<PAGE>


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
<PAGE>


Exhibit No.    Exhibit
-----------    -------

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).

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*            Acknowledgement  Letter  of  Arthur  Andersen  LLP  re: Unaudited
               Interim Financial Information.

23(a)*         Consent of Arnall  Golden &  Gregory,  LLP  (Included  as part of
               Exhibit 5 hereto).

23(b)*         Consent of Arthur Andersen LLP.

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



                                       5
<PAGE>


Exhibit No.    Exhibit
-----------    -------

99(a)          Sysco Corporation 2000 Management Incentive Plan (Incorporated by
               reference  to  Appendix A to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

99(b)          Sysco  Corporation  2000 Stock  Incentive Plan  (Incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

------------------
* 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;

               (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.



                                       6
<PAGE>


     (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.



                                       7
<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 November 13, 2000.

                                    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   November 13, 2000
-----------------------------   Officer (Principal Executive
Charles H. Cotros               Officer)


/s/ John K. Stubblefield, Jr.   Executive Vice President,      November 13, 2000
-----------------------------   Finance and Administration
John K. Stubblefield, Jr.       Administration (Principal
                                Financial and Accounting Officer)


/s/ John W. Anderson            Director                       November 13, 2000
-----------------------------
John W. Anderson




                                       8
<PAGE>

/s/ Colin G. Campbell           Director                       November 13, 2000
-----------------------------
Colin G. Campbell


/s/ Judith B. Craven            Director                       November 13, 2000
-----------------------------
Judith B. Craven


/s/ Frank A. Godchaux III       Director                       November 13, 2000
-----------------------------
Frank A. Godchaux III


/s/ Jonathan Golden             Director                       November 13, 2000
-----------------------------
Jonathan Golden


/s/ Thomas E. Lankford          Director                       November 13, 2000
-----------------------------
Thomas E. Lankford


/s/ Richard G. Merrill          Director                       November 13, 2000
-----------------------------
Richard G. Merrill


/s/ Frank H. Richardson         Director                       November 13, 2000
-----------------------------
Frank H. Richardson


/s/ Richard J. Schnieders       Director                       November 13, 2000
-----------------------------
Richard J. Schnieders


/s/ Phyllis S. Sewell           Director                       November 13, 2000
-----------------------------
Phyllis S. Sewell


/s/ John F. Woodhouse           Director                       November 13, 2000
-----------------------------
John F. Woodhouse



                                       9
<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).




<PAGE>


EXHIBIT NO.    EXHIBIT
-----------    -------

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*            Acknowledgement  Letter  of  Arthur  Andersen  LLP  re: Unaudited
               Interim Financial Information.

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

23(b)*         Consent of Arthur Andersen LLP.

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

99(a)          Sysco Corporation 2000 Management Incentive Plan (Incorporated by
               reference  to  Appendix A to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

99(b)          Sysco  Corporation  2000 Stock  Incentive Plan  (Incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

------------------
* Filed herewith.
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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": "333-49840", "film-number": "762282"}, "business-address": {"street1": "1390 ENCLAVE PKWY", "city": "HOUSTON", "state": "TX", "zip": "77077", "phone": "2815841390"}}
As filed with the Securities and Exchange Commission on November 13, 2000
                                        Registration Statement No. 333-_________
________________________________________________________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                SYSCO CORPORATION
             (Exact name of registrant as specified in its chart
         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 2000 MANAGEMENT INCENTIVE PLAN

                   SYSCO CORPORATION 2000 STOCK 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
                     (Name and address of agent for service)

                                 (281) 584-1390
          (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
--------------------------------------------------------------------------------------------------------------------------
                                                          Proposed maximum         Proposed maximum          Amount of
Title of each class of              Amount to be          offering price per       aggregate                 registration
securities to be registered         registered            share                    offering price            fee(1)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value         4,000,000(2)        $52.03125                 $  208,125,000           $ 54,945.00
Common Stock, $1.00 par value        25,000,000(3)        $52.03125                 $1,300,781,250           $343,406.25
  Total                              29,000,000           $52.03125                 $1,508,906,250           $398,351.25
------------------------------------------------------------------------------------------------------------------------
(1)  Calculated  pursuant to Rules 457(c) and 457(h),  based upon the average of
     the high and low prices  reported  for the Common Stock on November 6, 2000
     as quoted on the New York Stock Exchange.

(2)  Represents shares of common stock issuable under the Sysco Corporation 2000
     Management Incentive Plan.

(3)  Represents shares of common stock issuable under the Sysco Corporation 2000
     Stock  Incentive  Plan.  Pursuant to Rule 429 under the  Securities  Act of
     1933, as amended, an additional 17,428,526 shares of common stock are being
     carried forward from Registration  Statement No. 333-01255 and Registration

                                       1
Statement No. 333-45820 relating to the Sysco Corporation 1991 Stock Option
     Plan. These shares of common stock are or may become available for issuance
     under the 2000  Stock  Incentive  Plan to the  extent  they are  subject to
     options issued and  outstanding  under the 1991 Stock Option Plan which are
     forfeited,  expire,  or are canceled  without delivery of shares or are not
     subject to  outstanding  options  under the 1991 Stock Option Plan.  Filing
     fees of $111,621  were  previously  paid in  connection  with the filing of
     these registration statements.

                                       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 the Registration Statement:

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

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

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

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

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

     (f)  Sysco's Quarterly  Report on Form 10-Q for the quarter ended September
          30, 2000.

     (g) The description of Sysco's common stock  contained in its  registration
statement 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 with the  Securities  and Exchange  Commission  on October 26,
2000.

     (h) 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.

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 October 26, 2000,  attorneys with Arnall,  Golden & Gregory, LLP
beneficially owned an aggregate of approximately 75,000 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

                                       3
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
Exhibit No.    Exhibit
-----------    -------

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).

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*            Acknowledgement  Letter  of  Arthur  Andersen  LLP  re: Unaudited
               Interim Financial Information.

23(a)*         Consent of Arnall  Golden &  Gregory,  LLP  (Included  as part of
               Exhibit 5 hereto).

23(b)*         Consent of Arthur Andersen LLP.

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

                                       5
Exhibit No.    Exhibit
-----------    -------

99(a)          Sysco Corporation 2000 Management Incentive Plan (Incorporated by
               reference  to  Appendix A to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

99(b)          Sysco  Corporation  2000 Stock  Incentive Plan  (Incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

------------------
* 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;

               (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.

                                       6
(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.

                                       7
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 November 13, 2000.

                                    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   November 13, 2000
-----------------------------   Officer (Principal Executive
Charles H. Cotros               Officer)

/s/ John K. Stubblefield, Jr.   Executive Vice President,      November 13, 2000
-----------------------------   Finance and Administration
John K. Stubblefield, Jr.       Administration (Principal
                                Financial and Accounting Officer)

/s/ John W. Anderson            Director                       November 13, 2000
-----------------------------
John W. Anderson

                                       8
/s/ Colin G. Campbell           Director                       November 13, 2000
-----------------------------
Colin G. Campbell

/s/ Judith B. Craven            Director                       November 13, 2000
-----------------------------
Judith B. Craven

/s/ Frank A. Godchaux III       Director                       November 13, 2000
-----------------------------
Frank A. Godchaux III

/s/ Jonathan Golden             Director                       November 13, 2000
-----------------------------
Jonathan Golden

/s/ Thomas E. Lankford          Director                       November 13, 2000
-----------------------------
Thomas E. Lankford

/s/ Richard G. Merrill          Director                       November 13, 2000
-----------------------------
Richard G. Merrill

/s/ Frank H. Richardson         Director                       November 13, 2000
-----------------------------
Frank H. Richardson

/s/ Richard J. Schnieders       Director                       November 13, 2000
-----------------------------
Richard J. Schnieders

/s/ Phyllis S. Sewell           Director                       November 13, 2000
-----------------------------
Phyllis S. Sewell

/s/ John F. Woodhouse           Director                       November 13, 2000
-----------------------------
John F. Woodhouse

                                       9
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).
EXHIBIT NO.    EXHIBIT
-----------    -------

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*            Acknowledgement  Letter  of  Arthur  Andersen  LLP  re: Unaudited
               Interim Financial Information.

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

23(b)*         Consent of Arthur Andersen LLP.

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

99(a)          Sysco Corporation 2000 Management Incentive Plan (Incorporated by
               reference  to  Appendix A to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

99(b)          Sysco  Corporation  2000 Stock  Incentive Plan  (Incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               September 25, 2000).

------------------
* Filed herewith.