As filed with the Securities and Exchange Commission on November 14, 2005

                                            Registration Statement No. 333-_____
--------------------------------------------------------------------------------

                                  UNITED STATES
                       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 of                    (I.R.S. Employer
 Incorporation or Organization)                     Identification No.)

                              1390 ENCLAVE PARKWAY
                            HOUSTON, TEXAS 77077-2099
   (Address, including zip code, of registrant's principal executive offices)

                2005 SYSCO CORPORATION MANAGEMENT INCENTIVE PLAN
            2005 SYSCO CORPORATION NON-EMPLOYEE DIRECTORS STOCK PLAN
                              (Full Title of Plans)

                               MICHAEL C. NICHOLS
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              1390 ENCLAVE PARKWAY
                            HOUSTON, TEXAS 77077-2099
                                 (281) 584-1390
          (Name and address, including zip code, and telephone number,
                              including area code,
                              of agent for service)

                                    COPY TO:

                           B. JOSEPH ALLEY, JR., ESQ.
                            ARNALL GOLDEN GREGORY LLP
                               171 17TH STREET, NW
                                   SUITE 2100
                             ATLANTA, GEORGIA 30363

<TABLE>
<CAPTION>
                                                    CALCULATION OF REGISTRATION FEE
<S>                             <C>                 <C>                       <C>                      <C>
------------------------------------------------------------------------------------------------------------------------
Title of each class of                               Proposed maximum         Proposed maximum
registration                    Amount to be         offering price per         aggregate               Amount of
securities to be registered     registered(1)        share(2)                  offering price(2)          fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, $1.00 par value     2,800,000             $30.16                 $84,448,000               $9940.00
Common Stock, $1.00 par  value      550,000             $30.16                 $16,588,000               $1952.00
                                  ----------                                    ----------               --------
   Total                           3,350,000                                  $101,036,000             $11,892.00
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes an indeterminate number of additional shares that may be issued to
     adjust the number of shares issued  pursuant to the employee  benefit plans
     described herein as the result of any future stock split, stock dividend or
     similar adjustment of SYSCO's outstanding common stock.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rules  457(c)  and (h)  based on the  average  of the high and low sales
     prices of the  Company's  Common Stock on November 7, 2005,  as reported by
     the New York Stock Exchange.


<PAGE>


                                     PART II

Item 3. Incorporation of Documents by Reference.
-----------------------------------------------

     The following  documents filed with the Securities and Exchange  Commission
are incorporated by reference herein:

     (a)  The  description of SYSCO's common stock set forth in SYSCO's Form 8-A
          Registration  Statement  (File No.  001-06544),  and any  amendment or
          report filed for the purpose of updating such  description,  including
          the description  contained in SYSCO's Current Report on Form 8-K filed
          on October 26, 2000;

     (b)  SYSCO's  Annual  Report on Form 10-K for the fiscal year ended July 2,
          2005;

     (c)  SYSCO's Quarterly Report on Form 10-Q for the quarter ended October 1,
          2005;

     (d)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on August 15, 2005;

     (e)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 1, 2005;

     (f)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 14, 2005;

     (g)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 20, 2005;

     (h)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 20, 2005; and

     (i)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on November 10, 2005.

     All documents  filed by SYSCO  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
after the  filing of this  Registration  Statement  on Form S-8 (and  prior to a
filing of any  post-effective  amendment to this  Registration  Statement  which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers  all  securities   remaining   unsold),   shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

         Not applicable.


                                      II-1
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     Certain legal  matters in connection  with the common stock covered by this
registration  statement  are being  passed upon by Arnall  Golden  Gregory  LLP,
Atlanta,  Georgia. As of November 14, 2005, attorneys with Arnall Golden Gregory
LLP  who  participated  in  the  preparation  of  this  registration   statement
beneficially  owned an  aggregate  of  approximately  105,000  shares  of SYSCO.
Jonathan  Golden,  the sole  stockholder  of Jonathan  Golden P.C. (a partner of
Arnall Golden Gregory LLP), is a director of SYSCO.

Item 6.  Indemnification of Directors and Officers.

     Charter and Bylaws. SYSCO's Certificate of Incorporation and Bylaws provide
for  indemnification  of SYSCO's  directors  and  officers  against all expense,
liability and loss reasonably incurred in connection with any proceeding arising
by reason of the fact that such  person is or was a  director  or officer of the
Registrant,  to the fullest extent permitted by Delaware General Corporation Law
(except  that,  generally,  indemnification  is not  available  for  proceedings
brought by the  director  or  officer).  This  indemnification  extends  also to
directors  or  officers  who serve as agents for any entity at SYSCO's  request,
including, for example, persons who serve as agents for SYSCO's employee benefit
plans. In addition,  SYSCO's  Certificate of Incorporation  includes a provision
eliminating,  to the fullest  extent  permitted  by Delaware  law,  the personal
liability of  directors  for  monetary  damages for breaches of fiduciary  duty.
SYSCO may also advance expenses incurred by a director or officer in defending a
proceeding before the final disposition of the proceeding so long as the officer
or  director  undertakes  to  repay  the  advanced  amounts  in the  event it is
ultimately  determined that he or she is not entitled to be  indemnified.  SYSCO
may only  advance  expenses  incurred  by a  director  or  officer in his or her
capacity as a director or officer and not in any other  capacity such as service
to an employee benefit plan.

     Delaware Law. Delaware General  Corporation Law currently requires SYSCO to
indemnify  a  director  or  officer  for  all  expenses  incurred  by him or her
(including  attorney's  fees)  when he or she is  successful  (on the  merits or
otherwise) in defense of any proceeding brought by reason of the fact that he or
she is or was a director or officer of SYSCO.  In addition,  with respect to all
proceedings  other  than  proceedings  by or in the  right  of the  corporation,
Delaware law allows SYSCO to  indemnify a director or officer  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement,
even if the director or officer is not successful on the merits, if he or she:

     o    acted in good faith;

     o    acted  in a  manner  he or  she  reasonably  believed  to be in or not
          opposed to the best interests of the corporation; and

     o    in the  case of a  criminal  proceeding,  had no  reasonable  cause to
          believe his or her conduct was unlawful.

SYSCO may indemnify  directors and officers with respect to proceedings  brought
by or in the right of the  corporation  to the same  extent as with  respect  to
other  proceedings,  except  that if the  director  or officer is held liable to
SYSCO in the  proceeding,  then SYSCO may not  indemnify the director or officer


                                      II-2
<PAGE>

unless a court  determines  that even though he or she was held liable to SYSCO,
the  officer or  director  is  nonetheless  fairly and  reasonably  entitled  to
indemnification.

     Except for indemnification mandated by law or ordered by a court, SYSCO may
not indemnify an Agent without a formal determination that the required criteria
have been met. In the case of officers and directors,  the determination must be
made by a majority of the disinterested  directors (or a committee  appointed by
them), independent legal counsel in a written opinion, or the stockholders.

     SYSCO may advance  expenses  incurred  by a current  officer or director in
defending a proceeding  before the final  disposition of the proceeding,  if the
officer or director  undertakes to repay the advanced amounts in the event it is
ultimately  determined that he or she is not entitled to be  indemnified.  SYSCO
may advance expenses to other Agents upon whatever terms and conditions it deems
appropriate.

     Plan  Provisions  and Other  Contractual  Arrangements.  Certain of SYSCO's
employee  benefit  plans provide  indemnification  of directors and other agents
against certain claims arising from  administration  of such plans. In addition,
SYSCO's Executive Severance  Agreements entitle executive officers to require an
indemnification agreement from SYSCO before taking any action otherwise required
by the officer's  Severance  Agreement for the purpose of minimizing adverse tax
consequences  resulting from potential  "parachute"  payments under the Internal
Revenue Code.

     D&O Insurance.  SYSCO maintains  liability  insurance for its directors and
officers  covering,  subject  to  certain  exceptions,  any  actual  or  alleged
negligent act, error, omission,  misstatement,  misleading statement, neglect or
breach of duty by such directors or officers,  individually or collectively,  in
the discharge of their duties in their capacity as directors and officers of the
Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

               4(a)           Restated      Certificate     of     Incorporation
                              (incorporated  by  reference  to  Exhibit  3(a) to
                              SYSCO's  Annual Report on Form 10-K for the fiscal
                              year ended June 28, 1997).

               4(b)           Certificate   of  Amendment  of   Certificate   of
                              Incorporation  dated November 9, 1999,  increasing
                              authorized  shares  (incorporated  by reference to
                              Exhibit 3(d) to SYSCO's  Quarterly  Report on Form
                              10-Q for the quarter ended January 1, 2000).


                                      II-3
<PAGE>


               4(c)           Certificate  of Amendment to Restated  Certificate
                              of   Incorporation   dated   December   9,   2003,
                              increasing   authorized  shares  (incorporated  by
                              reference  to Exhibit  3(e) to  SYSCO's  Quarterly
                              Report on Form 10-Q for the quarter ended December
                              27, 2003).

               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 SYSCO's Annual Report
                              on Form 10-K for the  fiscal  year  ended June 29,
                              1996).

               4(e)           Amended and Restated  Bylaws of SYSCO  Corporation
                              dated February 8, 2002  (incorporated by reference
                              to  Exhibit  3(b) to SYSCO's  Quarterly  Report on
                              Form  10-Q  for the  quarter  ended  December  29,
                              2001).

               4(f)           Amended and Restated  Shareholder Rights Agreement
                              dated May 20, 1996  (incorporated  by reference to
                              Exhibit (1) to SYSCO's  Registration  Statement on
                              Form 8-A/A filed on May 29, 1996).

               4(g)           Amendment  to Amended  and  Restated  Shareholders
                              Rights Agreement dated June 30, 1999 (incorporated
                              by   reference   to   Exhibit   (1)   to   SYSCO's
                              Registration Statement of Form 8-A/A filed on July
                              16, 1999).

               5*             Opinion of counsel as to  legality  of  securities
                              being registered.

               15*            Letter  from  Ernst  &  Young  LLP  re:  Unaudited
                              Financial Statements

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5)



                                      II-4
<PAGE>

               23.2*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page).

               99.1           2005 Management  Incentive Plan  (incorporated  by
                              reference  to  Annex B in the  SYSCO's  Definitive
                              Proxy  Statement  on  Schedule  14A filed with the
                              Securities  and Exchange  Commission  on September
                              30, 2005)

               99.2           2005    Non-Employee    Directors    Stock    Plan
                              (incorporated  by  reference  to  Annex  C in  the
                              SYSCO's Definitive Proxy Statement on Schedule 14A
                              filed with the Securities and Exchange  Commission
                              on September 30, 2005) * filed herewith.

         ____________________
          *    filed herewith.


                                      II-5
<PAGE>


Item 9. Undertakings.

     The undersigned registrant hereby undertakes as follows:

     (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 ("Act");

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

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

          Provided,  however, that paragraphs (1)(i) and (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 ("Exchange Act") that are incorporated
          by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the Act, 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.

     (4)  That,  for purposes of determining  any liability  under the Act, each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act that is incorporated by reference in
          this  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.

     (5)  Insofar as indemnification  for liabilities  arising under the Act may
          be permitted to  directors,  officers and  controlling  persons of the
          Registrant  pursuant to the foregoing  provisions  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


                                      II-6
<PAGE>

          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 proceeding) 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.





                                      II-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 14, 2005.


                                     SYSCO CORPORATION


                                     By: /s/ Richard J. Schnieders
                                         -------------------------------------
                                         Richard J. Schnieders
                                         Chairman of the Board, Chief Executive
                                         Officer, and President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.  Each person whose signature appears below
hereby  constitutes  and appoints  Michael C. Nichols and John K.  Stubblefield,
Jr., or any one of them, as such person's true and lawful  attorney-in-fact  and
agent with full power of substitution for such person and in such person's name,
place  and  stead,  in any and all  capacities,  to sign  and to file  with  the
Securities and Exchange  Commission,  any and all amendments and  post-effective
amendments  to this  Registration  Statement,  with  exhibits  thereto and other
documents in connection therewith, granting unto said attorney-in-fact and agent
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 fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>
<S>                                           <C>                                                    <C>
SIGNATURE                                     TITLE                                                  DATE
---------                                     -----                                                  ----

/s/ Richard J. Schnieders                     Chairman of the Board, Chief Executive Officer, and    Nov. 14, 2005
------------------------------------          President (principal executive officer)
Richard J. Schnieders

/s/ John K. Stubblefield, Jr.                 Executive Vice President, Finance and Chief            Nov. 14, 2005
------------------------------------          Financial Officer (principal financial officer), and
John K. Stubblefield, Jr.                     Director

/s/ G. Mitchell Elmer                         Vice President, Controller, and Chief Accounting       Nov. 14, 2005
------------------------------------          Officer (principal accounting officer)
G. Mitchell Elmer
</TABLE>



                                      II-8
<PAGE>

<TABLE>
<CAPTION>
<S>                                           <C>                                                    <C>

/s/ Colin G. Campbell
------------------------------------          Director                                               Nov. 14, 2005
Colin G. Campbell

/s/ John M. Cassaday
------------------------------------          Director                                               Nov. 14, 2005
John M. Cassaday

/s/ Judith B. Craven
------------------------------------          Director                                               Nov. 14, 2005
Judith B. Craven

/s/ Jonathan Golden
------------------------------------          Director                                               Nov. 14, 2005
Jonathan Golden

/s/ Joseph A. Hafner, Jr.
------------------------------------          Director                                               Nov. 14, 2005
Joseph A. Hafner, Jr.

/s/ Richard G. Merrill
------------------------------------          Director                                               Nov. 14, 2005
Richard G. Merrill

/s/ Phyllis S. Sewell
------------------------------------          Director                                               Nov. 14, 2005
Phyllis S. Sewell

/s/ Richard G. Tilghman
------------------------------------          Director                                               Nov. 14, 2005
Richard G. Tilghman

/s/ Jackie M. Ward
------------------------------------          Director                                               Nov. 14, 2005
Jackie M. Ward
</TABLE>




                                      II-9
<PAGE>


                                  EXHIBIT INDEX


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

               4(a)           Restated      Certificate     of     Incorporation
                              (incorporated  by  reference  to  Exhibit  3(a) to
                              SYSCO's  Annual Report on Form 10-K for the fiscal
                              year ended June 28, 1997).

               4(b)           Certificate   of  Amendment  of   Certificate   of
                              Incorporation  dated November 9, 1999,  increasing
                              authorized  shares  (incorporated  by reference to
                              Exhibit 3(d) to SYSCO's  Quarterly  Report on Form
                              10-Q for the quarter ended January 1, 2000).

               4(c)           Certificate  of Amendment to Restated  Certificate
                              of   Incorporation   dated   December   9,   2003,
                              increasing   authorized  shares  (incorporated  by
                              reference  to Exhibit  3(e) to  SYSCO's  Quarterly
                              Report on Form 10-Q for the quarter ended December
                              27, 2003).

               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 SYSCO's Annual Report
                              on Form 10-K for the  fiscal  year  ended June 29,
                              1996).

               4(e)           Amended and Restated  Bylaws of SYSCO  Corporation
                              dated February 8, 2002  (incorporated by reference
                              to  Exhibit  3(b) to SYSCO's  Quarterly  Report on
                              Form  10-Q  for the  quarter  ended  December  29,
                              2001).

               4(f)           Amended and Restated  Shareholder Rights Agreement
                              dated May 20, 1996  (incorporated  by reference to
                              Exhibit (1) to SYSCO's  Registration  Statement on
                              Form 8-A/A filed on May 29, 1996).

               4(g)           Amendment  to Amended  and  Restated  Shareholders
                              Rights Agreement dated June 30, 1999 (incorporated
                              by   reference   to   Exhibit   (1)   to   SYSCO's

<PAGE>

                              Registration Statement of Form 8-A/A filed on July
                              16, 1999).

               5*             Opinion of counsel as to  legality  of  securities
                              being registered.

               15*            Letter  from  Ernst  &  Young  LLP  re:  Unaudited
                              Financial Statements

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5)

               23.2*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page).

               99.1           2005 Management  Incentive Plan  (incorporated  by
                              reference  to  Annex B in the  SYSCO's  Definitive
                              Proxy  Statement  on  Schedule  14A filed with the
                              Securities  and Exchange  Commission  on September
                              30, 2005)

               99.2           2005    Non-Employee    Directors    Stock    Plan
                              (incorporated  by  reference  to  Annex  C in  the
                              SYSCO's Definitive Proxy Statement on Schedule 14A
                              filed with the Securities and Exchange  Commission
                              on September 30, 2005) * filed herewith.

         ____________________
          *    filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "syscos81105.txt", "description": "FORM S-8.", "secsgml_size_bytes": 29142}]
{"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": "333-129671", "film-number": "051200094"}, "business-address": {"street1": "1390 ENCLAVE PKWY", "city": "HOUSTON", "state": "TX", "zip": "77077", "phone": "2815841390"}, "mail-address": {"street1": "1390 ENCLAVE PKWY", "city": "HOUSTON", "state": "TX", "zip": "77077"}}
As filed with the Securities and Exchange Commission on November 14, 2005

                                            Registration Statement No. 333-_____
--------------------------------------------------------------------------------

                                  UNITED STATES
                       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 of                    (I.R.S. Employer
 Incorporation or Organization)                     Identification No.)

                              1390 ENCLAVE PARKWAY
                            HOUSTON, TEXAS 77077-2099
   (Address, including zip code, of registrant's principal executive offices)

                2005 SYSCO CORPORATION MANAGEMENT INCENTIVE PLAN
            2005 SYSCO CORPORATION NON-EMPLOYEE DIRECTORS STOCK PLAN
                              (Full Title of Plans)

                               MICHAEL C. NICHOLS
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              1390 ENCLAVE PARKWAY
                            HOUSTON, TEXAS 77077-2099
                                 (281) 584-1390
          (Name and address, including zip code, and telephone number,
                              including area code,
                              of agent for service)

                                    COPY TO:

                           B. JOSEPH ALLEY, JR., ESQ.
                            ARNALL GOLDEN GREGORY LLP
                               171 17TH STREET, NW
                                   SUITE 2100
                             ATLANTA, GEORGIA 30363
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Title of each class of                               Proposed maximum         Proposed maximum
registration                    Amount to be         offering price per         aggregate               Amount of
securities to be registered     registered(1)        share(2)                  offering price(2)          fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, $1.00 par value     2,800,000             $30.16                 $84,448,000               $9940.00
Common Stock, $1.00 par  value      550,000             $30.16                 $16,588,000               $1952.00
                                  ----------                                    ----------               --------
   Total                           3,350,000                                  $101,036,000             $11,892.00
------------------------------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate number of additional shares that may be issued to
     adjust the number of shares issued  pursuant to the employee  benefit plans
     described herein as the result of any future stock split, stock dividend or
     similar adjustment of SYSCO's outstanding common stock.

(2)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rules  457(c)  and (h)  based on the  average  of the high and low sales
     prices of the  Company's  Common Stock on November 7, 2005,  as reported by
     the New York Stock Exchange.
PART II

Item 3. Incorporation of Documents by Reference.
-----------------------------------------------

     The following  documents filed with the Securities and Exchange  Commission
are incorporated by reference herein:

     (a)  The  description of SYSCO's common stock set forth in SYSCO's Form 8-A
          Registration  Statement  (File No.  001-06544),  and any  amendment or
          report filed for the purpose of updating such  description,  including
          the description  contained in SYSCO's Current Report on Form 8-K filed
          on October 26, 2000;

     (b)  SYSCO's  Annual  Report on Form 10-K for the fiscal year ended July 2,
          2005;

     (c)  SYSCO's Quarterly Report on Form 10-Q for the quarter ended October 1,
          2005;

     (d)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on August 15, 2005;

     (e)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 1, 2005;

     (f)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 14, 2005;

     (g)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 20, 2005;

     (h)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on September 20, 2005; and

     (i)  SYSCO's  Current  Report on Form 8-K  filed  with the  Securities  and
          Exchange Commission on November 10, 2005.

     All documents  filed by SYSCO  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
after the  filing of this  Registration  Statement  on Form S-8 (and  prior to a
filing of any  post-effective  amendment to this  Registration  Statement  which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers  all  securities   remaining   unsold),   shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

         Not applicable.

                                      II-1
Item 5.  Interests of Named Experts and Counsel.

     Certain legal  matters in connection  with the common stock covered by this
registration  statement  are being  passed upon by Arnall  Golden  Gregory  LLP,
Atlanta,  Georgia. As of November 14, 2005, attorneys with Arnall Golden Gregory
LLP  who  participated  in  the  preparation  of  this  registration   statement
beneficially  owned an  aggregate  of  approximately  105,000  shares  of SYSCO.
Jonathan  Golden,  the sole  stockholder  of Jonathan  Golden P.C. (a partner of
Arnall Golden Gregory LLP), is a director of SYSCO.

Item 6.  Indemnification of Directors and Officers.

     Charter and Bylaws. SYSCO's Certificate of Incorporation and Bylaws provide
for  indemnification  of SYSCO's  directors  and  officers  against all expense,
liability and loss reasonably incurred in connection with any proceeding arising
by reason of the fact that such  person is or was a  director  or officer of the
Registrant,  to the fullest extent permitted by Delaware General Corporation Law
(except  that,  generally,  indemnification  is not  available  for  proceedings
brought by the  director  or  officer).  This  indemnification  extends  also to
directors  or  officers  who serve as agents for any entity at SYSCO's  request,
including, for example, persons who serve as agents for SYSCO's employee benefit
plans. In addition,  SYSCO's  Certificate of Incorporation  includes a provision
eliminating,  to the fullest  extent  permitted  by Delaware  law,  the personal
liability of  directors  for  monetary  damages for breaches of fiduciary  duty.
SYSCO may also advance expenses incurred by a director or officer in defending a
proceeding before the final disposition of the proceeding so long as the officer
or  director  undertakes  to  repay  the  advanced  amounts  in the  event it is
ultimately  determined that he or she is not entitled to be  indemnified.  SYSCO
may only  advance  expenses  incurred  by a  director  or  officer in his or her
capacity as a director or officer and not in any other  capacity such as service
to an employee benefit plan.

     Delaware Law. Delaware General  Corporation Law currently requires SYSCO to
indemnify  a  director  or  officer  for  all  expenses  incurred  by him or her
(including  attorney's  fees)  when he or she is  successful  (on the  merits or
otherwise) in defense of any proceeding brought by reason of the fact that he or
she is or was a director or officer of SYSCO.  In addition,  with respect to all
proceedings  other  than  proceedings  by or in the  right  of the  corporation,
Delaware law allows SYSCO to  indemnify a director or officer  against  expenses
(including  attorneys' fees),  judgments,  fines and amounts paid in settlement,
even if the director or officer is not successful on the merits, if he or she:

     o    acted in good faith;

     o    acted  in a  manner  he or  she  reasonably  believed  to be in or not
          opposed to the best interests of the corporation; and

     o    in the  case of a  criminal  proceeding,  had no  reasonable  cause to
          believe his or her conduct was unlawful.

SYSCO may indemnify  directors and officers with respect to proceedings  brought
by or in the right of the  corporation  to the same  extent as with  respect  to
other  proceedings,  except  that if the  director  or officer is held liable to
SYSCO in the  proceeding,  then SYSCO may not  indemnify the director or officer

                                      II-2
unless a court  determines  that even though he or she was held liable to SYSCO,
the  officer or  director  is  nonetheless  fairly and  reasonably  entitled  to
indemnification.

     Except for indemnification mandated by law or ordered by a court, SYSCO may
not indemnify an Agent without a formal determination that the required criteria
have been met. In the case of officers and directors,  the determination must be
made by a majority of the disinterested  directors (or a committee  appointed by
them), independent legal counsel in a written opinion, or the stockholders.

     SYSCO may advance  expenses  incurred  by a current  officer or director in
defending a proceeding  before the final  disposition of the proceeding,  if the
officer or director  undertakes to repay the advanced amounts in the event it is
ultimately  determined that he or she is not entitled to be  indemnified.  SYSCO
may advance expenses to other Agents upon whatever terms and conditions it deems
appropriate.

     Plan  Provisions  and Other  Contractual  Arrangements.  Certain of SYSCO's
employee  benefit  plans provide  indemnification  of directors and other agents
against certain claims arising from  administration  of such plans. In addition,
SYSCO's Executive Severance  Agreements entitle executive officers to require an
indemnification agreement from SYSCO before taking any action otherwise required
by the officer's  Severance  Agreement for the purpose of minimizing adverse tax
consequences  resulting from potential  "parachute"  payments under the Internal
Revenue Code.

     D&O Insurance.  SYSCO maintains  liability  insurance for its directors and
officers  covering,  subject  to  certain  exceptions,  any  actual  or  alleged
negligent act, error, omission,  misstatement,  misleading statement, neglect or
breach of duty by such directors or officers,  individually or collectively,  in
the discharge of their duties in their capacity as directors and officers of the
Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

               4(a)           Restated      Certificate     of     Incorporation
                              (incorporated  by  reference  to  Exhibit  3(a) to
                              SYSCO's  Annual Report on Form 10-K for the fiscal
                              year ended June 28, 1997).

               4(b)           Certificate   of  Amendment  of   Certificate   of
                              Incorporation  dated November 9, 1999,  increasing
                              authorized  shares  (incorporated  by reference to
                              Exhibit 3(d) to SYSCO's  Quarterly  Report on Form
                              10-Q for the quarter ended January 1, 2000).

                                      II-3
4(c)           Certificate  of Amendment to Restated  Certificate
                              of   Incorporation   dated   December   9,   2003,
                              increasing   authorized  shares  (incorporated  by
                              reference  to Exhibit  3(e) to  SYSCO's  Quarterly
                              Report on Form 10-Q for the quarter ended December
                              27, 2003).

               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 SYSCO's Annual Report
                              on Form 10-K for the  fiscal  year  ended June 29,
                              1996).

               4(e)           Amended and Restated  Bylaws of SYSCO  Corporation
                              dated February 8, 2002  (incorporated by reference
                              to  Exhibit  3(b) to SYSCO's  Quarterly  Report on
                              Form  10-Q  for the  quarter  ended  December  29,
                              2001).

               4(f)           Amended and Restated  Shareholder Rights Agreement
                              dated May 20, 1996  (incorporated  by reference to
                              Exhibit (1) to SYSCO's  Registration  Statement on
                              Form 8-A/A filed on May 29, 1996).

               4(g)           Amendment  to Amended  and  Restated  Shareholders
                              Rights Agreement dated June 30, 1999 (incorporated
                              by   reference   to   Exhibit   (1)   to   SYSCO's
                              Registration Statement of Form 8-A/A filed on July
                              16, 1999).

               5*             Opinion of counsel as to  legality  of  securities
                              being registered.

               15*            Letter  from  Ernst  &  Young  LLP  re:  Unaudited
                              Financial Statements

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5)

                                      II-4
23.2*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page).

               99.1           2005 Management  Incentive Plan  (incorporated  by
                              reference  to  Annex B in the  SYSCO's  Definitive
                              Proxy  Statement  on  Schedule  14A filed with the
                              Securities  and Exchange  Commission  on September
                              30, 2005)

               99.2           2005    Non-Employee    Directors    Stock    Plan
                              (incorporated  by  reference  to  Annex  C in  the
                              SYSCO's Definitive Proxy Statement on Schedule 14A
                              filed with the Securities and Exchange  Commission
                              on September 30, 2005) * filed herewith.

         ____________________
          *    filed herewith.

                                      II-5
Item 9. Undertakings.

     The undersigned registrant hereby undertakes as follows:

     (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 ("Act");

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

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

          Provided,  however, that paragraphs (1)(i) and (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 ("Exchange Act") that are incorporated
          by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the Act, 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.

     (4)  That,  for purposes of determining  any liability  under the Act, each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act that is incorporated by reference in
          this  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.

     (5)  Insofar as indemnification  for liabilities  arising under the Act may
          be permitted to  directors,  officers and  controlling  persons of the
          Registrant  pursuant to the foregoing  provisions  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

                                      II-6
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 proceeding) 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.

                                      II-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 14, 2005.

                                     SYSCO CORPORATION

                                     By: /s/ Richard J. Schnieders
                                         -------------------------------------
                                         Richard J. Schnieders
                                         Chairman of the Board, Chief Executive
                                         Officer, and President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.  Each person whose signature appears below
hereby  constitutes  and appoints  Michael C. Nichols and John K.  Stubblefield,
Jr., or any one of them, as such person's true and lawful  attorney-in-fact  and
agent with full power of substitution for such person and in such person's name,
place  and  stead,  in any and all  capacities,  to sign  and to file  with  the
Securities and Exchange  Commission,  any and all amendments and  post-effective
amendments  to this  Registration  Statement,  with  exhibits  thereto and other
documents in connection therewith, granting unto said attorney-in-fact and agent
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 fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.
SIGNATURE                                     TITLE                                                  DATE
---------                                     -----                                                  ----

/s/ Richard J. Schnieders                     Chairman of the Board, Chief Executive Officer, and    Nov. 14, 2005
------------------------------------          President (principal executive officer)
Richard J. Schnieders

/s/ John K. Stubblefield, Jr.                 Executive Vice President, Finance and Chief            Nov. 14, 2005
------------------------------------          Financial Officer (principal financial officer), and
John K. Stubblefield, Jr.                     Director

/s/ G. Mitchell Elmer                         Vice President, Controller, and Chief Accounting       Nov. 14, 2005
------------------------------------          Officer (principal accounting officer)
G. Mitchell Elmer
II-8
/s/ Colin G. Campbell
------------------------------------          Director                                               Nov. 14, 2005
Colin G. Campbell

/s/ John M. Cassaday
------------------------------------          Director                                               Nov. 14, 2005
John M. Cassaday

/s/ Judith B. Craven
------------------------------------          Director                                               Nov. 14, 2005
Judith B. Craven

/s/ Jonathan Golden
------------------------------------          Director                                               Nov. 14, 2005
Jonathan Golden

/s/ Joseph A. Hafner, Jr.
------------------------------------          Director                                               Nov. 14, 2005
Joseph A. Hafner, Jr.

/s/ Richard G. Merrill
------------------------------------          Director                                               Nov. 14, 2005
Richard G. Merrill

/s/ Phyllis S. Sewell
------------------------------------          Director                                               Nov. 14, 2005
Phyllis S. Sewell

/s/ Richard G. Tilghman
------------------------------------          Director                                               Nov. 14, 2005
Richard G. Tilghman

/s/ Jackie M. Ward
------------------------------------          Director                                               Nov. 14, 2005
Jackie M. Ward
II-9
EXHIBIT INDEX

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

               4(a)           Restated      Certificate     of     Incorporation
                              (incorporated  by  reference  to  Exhibit  3(a) to
                              SYSCO's  Annual Report on Form 10-K for the fiscal
                              year ended June 28, 1997).

               4(b)           Certificate   of  Amendment  of   Certificate   of
                              Incorporation  dated November 9, 1999,  increasing
                              authorized  shares  (incorporated  by reference to
                              Exhibit 3(d) to SYSCO's  Quarterly  Report on Form
                              10-Q for the quarter ended January 1, 2000).

               4(c)           Certificate  of Amendment to Restated  Certificate
                              of   Incorporation   dated   December   9,   2003,
                              increasing   authorized  shares  (incorporated  by
                              reference  to Exhibit  3(e) to  SYSCO's  Quarterly
                              Report on Form 10-Q for the quarter ended December
                              27, 2003).

               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 SYSCO's Annual Report
                              on Form 10-K for the  fiscal  year  ended June 29,
                              1996).

               4(e)           Amended and Restated  Bylaws of SYSCO  Corporation
                              dated February 8, 2002  (incorporated by reference
                              to  Exhibit  3(b) to SYSCO's  Quarterly  Report on
                              Form  10-Q  for the  quarter  ended  December  29,
                              2001).

               4(f)           Amended and Restated  Shareholder Rights Agreement
                              dated May 20, 1996  (incorporated  by reference to
                              Exhibit (1) to SYSCO's  Registration  Statement on
                              Form 8-A/A filed on May 29, 1996).

               4(g)           Amendment  to Amended  and  Restated  Shareholders
                              Rights Agreement dated June 30, 1999 (incorporated
                              by   reference   to   Exhibit   (1)   to   SYSCO's
Registration Statement of Form 8-A/A filed on July
                              16, 1999).

               5*             Opinion of counsel as to  legality  of  securities
                              being registered.

               15*            Letter  from  Ernst  &  Young  LLP  re:  Unaudited
                              Financial Statements

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5)

               23.2*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page).

               99.1           2005 Management  Incentive Plan  (incorporated  by
                              reference  to  Annex B in the  SYSCO's  Definitive
                              Proxy  Statement  on  Schedule  14A filed with the
                              Securities  and Exchange  Commission  on September
                              30, 2005)

               99.2           2005    Non-Employee    Directors    Stock    Plan
                              (incorporated  by  reference  to  Annex  C in  the
                              SYSCO's Definitive Proxy Statement on Schedule 14A
                              filed with the Securities and Exchange  Commission
                              on September 30, 2005) * filed herewith.

         ____________________
          *    filed herewith.