As filed with the Securities and Exchange Commission on November 9, 1998
                              Registration No. 333-
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                                SYSCO CORPORATION
                        NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full title of the plan)

                         Thomas P. Kurz, General Counsel
                                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
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
 Title of securities to      Amount to be     Proposed maximum offering      Proposed maximum           Amount of
     be registered            registered           price per share          aggregate offering        registration
                                                                                   price                  fee*
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                         <C>                     <C>                     <C>      
     Common Stock,          400,000 Shares              $26.65                  $10,662,500             $2,964.18
    $1.00 par value
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

* 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 3, 1998 as quoted
on the New York Stock Exchange.

                                      -1-
<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) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
June 27, 1998.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
September 26, 1998.

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

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

Item 4.  Description of Securities.  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal matters will be passed upon for the Company by Arnall Golden
& Gregory,  LLP,  Atlanta,  Georgia.  Jonathan  Golden,  the sole stockholder of
Jonathan Golden P.C. (a partner of Arnall Golden & Gregory,  LLP), is a director
of the  Registrant.  As of November 3, 1998,  attorneys  with  Arnall,  Golden &
Gregory,  LLP beneficially owned an aggregate of approximately  60,000 shares of
the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.

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


                                      -2-

<PAGE>

Item 7.  Exemption from Registration Claimed.  Not applicable.

Item 8.  Exhibits.


Exhibit No.                               Exhibit
-----------                               -------
4(a)           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(b)           Form of Subordinated Debt Indenture (Incorporated by reference to
               Exhibit 4(b) to the Registrant's  Registration  Statement on Form
               S-3 (No. 33-60023)).

4(c)           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(d)           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(e)           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(f)           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(g)           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).

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

15*            Letter regarding unaudited interim financial information

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

                                      -3-

<PAGE>


23(b)*         Consent of Arthur Andersen LLP

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

99             Non-Employee  Directors Stock Plan  (Incorporated by reference to
               Appendix A to the  Registrant's  Definitive Proxy Statement filed
               with the  Securities  and Exchange  Commission  on September  25,
               1998).



 ------------------
 * 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 registration by means of a post-effective amendment any
               of the  securities  being  registered  which remain unsold at the
               termination of the offering.

                                      -4-

<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.


                                      -5-

<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 6, 1998.

                               SYSCO CORPORATION

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

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints John F.  Woodhouse,  Bill M. Lindig and John K.
Stubblefield,  Jr. and each of them, his true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name,  place,  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  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 he 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.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:

<TABLE>
<CAPTION>

                    Name                                        Title                                 Date
                    ----                                        -----                                 ----
<S>                                                                                                         <C> 
     /s/ Bill M. Lindig                       President, Chief Executive Officer and           November 6, 1998
     --------------------------------
         Bill M. Lindig                       Director (Principal Executive Officer)

     /s/ John K. Stubblefield, Jr.            Senior Vice President, and Chief                 November 6, 1998
     --------------------------------     
         John K. Stubblefield, Jr.            Financial Officer (Principal Financial
                                              and Accounting Officer)

     /s/ John F. Woodhouse                    Chairman of the Board of Directors               November 6, 1998
     --------------------------------
         John F. Woodhouse

     /s/ John W. Anderson                     Director                                         November 6, 1998
     --------------------------------
         John W. Anderson

                                              Director                                         November __, 1998
     --------------------------------
         Gordon M. Bethune


                                      -6-

<PAGE>


     /s/ Colin G. Campbell                    Director                                         November 6, 1998
     -------------------------------
         Colin G. Campbell

     /s/ Charles H. Cotros                    Director                                         November 6, 1998
     -------------------------------
         Charles H. Cotros

     /s/ Judith B. Craven                     Director                                         November 6, 1998
     -------------------------------
         Judith B. Craven

     /s/ Frank A. Godchaux III                Director                                         November 6, 1998
     -------------------------------
         Frank A. Godchaux III

     /s/ Jonathan Golden                      Director                                         November 6, 1998
     -------------------------------
         Jonathan Golden

     /s/ Richard G. Merrill                   Director                                         November 6, 1998
     -------------------------------
         Richard G. Merrill

     /s/ Frank H. Richardson                  Director                                         November 6, 1998
     -------------------------------
         Frank H. Richardson

     /s/ Phyllis S. Sewell                    Director                                         November 6, 1998
     -------------------------------
         Phyllis S. Sewell

     /s/ Richard J. Schnieders                Director                                         November 6, 1998
     -------------------------------
         Richard J. Schnieders

     /s/ Arthur J. Swenka                     Director                                         November 6, 1998
     -------------------------------
         Arthur J. Swenka

     /s/ Thomas B. Walker, Jr.                Director                                         November 6, 1998
     -------------------------------
         Thomas B. Walker, Jr.



</TABLE>
                                      -7-
<PAGE>




594104v2



                                  EXHIBIT INDEX



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

4(a)                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(b)                Form  of  Subordinated   Debt  Indenture   (Incorporated  by
                    reference to Exhibit 4(b) to the  Registrant's  Registration
                    Statement on Form S-3 (No. 33-60023)).

4(c)                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(d)                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(e)                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(f)                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(g)                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).

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

15*                 Letter regarding unaudited interim financial information

<PAGE>


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

23(b)*              Consent of Arthur Andersen LLP

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

99                  Non-Employee Directors Stock Plan (Incorporated by reference
                    to Appendix A to the Registrant's Definitive Proxy Statement
                    filed  with  the  Securities  and  Exchange   Commission  on
                    September 25, 1998).



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

594104.2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23399}]
{"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": "333-66987", "film-number": "98740854"}, "business-address": {"street1": "1390 ENCLAVE PKWY", "city": "HOUSTON", "state": "TX", "zip": "77077", "phone": "7135841390"}}
As filed with the Securities and Exchange Commission on November 9, 1998
                              Registration No. 333-
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

                                SYSCO CORPORATION
                        NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full title of the plan)

                         Thomas P. Kurz, General Counsel
                                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
-----------------------------------------------------------------------------------------------------------------------
 Title of securities to      Amount to be     Proposed maximum offering      Proposed maximum           Amount of
     be registered            registered           price per share          aggregate offering        registration
                                                                                   price                  fee*
-----------------------------------------------------------------------------------------------------------------------
Common Stock,          400,000 Shares              $26.65                  $10,662,500             $2,964.18
    $1.00 par value
-----------------------------------------------------------------------------------------------------------------------
* 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 3, 1998 as quoted
on the New York Stock Exchange.

                                      -1-
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) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
June 27, 1998.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
September 26, 1998.

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

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

Item 4.  Description of Securities.  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain  legal matters will be passed upon for the Company by Arnall Golden
& Gregory,  LLP,  Atlanta,  Georgia.  Jonathan  Golden,  the sole stockholder of
Jonathan Golden P.C. (a partner of Arnall Golden & Gregory,  LLP), is a director
of the  Registrant.  As of November 3, 1998,  attorneys  with  Arnall,  Golden &
Gregory,  LLP beneficially owned an aggregate of approximately  60,000 shares of
the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.

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

                                      -2-
Item 7.  Exemption from Registration Claimed.  Not applicable.

Item 8.  Exhibits.

Exhibit No.                               Exhibit
-----------                               -------
4(a)           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(b)           Form of Subordinated Debt Indenture (Incorporated by reference to
               Exhibit 4(b) to the Registrant's  Registration  Statement on Form
               S-3 (No. 33-60023)).

4(c)           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(d)           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(e)           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(f)           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(g)           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).

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

15*            Letter regarding unaudited interim financial information

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

                                      -3-
23(b)*         Consent of Arthur Andersen LLP

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

99             Non-Employee  Directors Stock Plan  (Incorporated by reference to
               Appendix A to the  Registrant's  Definitive Proxy Statement filed
               with the  Securities  and Exchange  Commission  on September  25,
               1998).

 ------------------
 * 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 registration by means of a post-effective amendment any
               of the  securities  being  registered  which remain unsold at the
               termination of the offering.

                                      -4-
(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.

                                      -5-
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 6, 1998.

                               SYSCO CORPORATION

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

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints John F.  Woodhouse,  Bill M. Lindig and John K.
Stubblefield,  Jr. and each of them, his true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name,  place,  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  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 he 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.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
Name                                        Title                                 Date
                    ----                                        -----                                 ----
/s/ Bill M. Lindig                       President, Chief Executive Officer and           November 6, 1998
     --------------------------------
         Bill M. Lindig                       Director (Principal Executive Officer)

     /s/ John K. Stubblefield, Jr.            Senior Vice President, and Chief                 November 6, 1998
     --------------------------------     
         John K. Stubblefield, Jr.            Financial Officer (Principal Financial
                                              and Accounting Officer)

     /s/ John F. Woodhouse                    Chairman of the Board of Directors               November 6, 1998
     --------------------------------
         John F. Woodhouse

     /s/ John W. Anderson                     Director                                         November 6, 1998
     --------------------------------
         John W. Anderson

                                              Director                                         November __, 1998
     --------------------------------
         Gordon M. Bethune

                                      -6-
/s/ Colin G. Campbell                    Director                                         November 6, 1998
     -------------------------------
         Colin G. Campbell

     /s/ Charles H. Cotros                    Director                                         November 6, 1998
     -------------------------------
         Charles H. Cotros

     /s/ Judith B. Craven                     Director                                         November 6, 1998
     -------------------------------
         Judith B. Craven

     /s/ Frank A. Godchaux III                Director                                         November 6, 1998
     -------------------------------
         Frank A. Godchaux III

     /s/ Jonathan Golden                      Director                                         November 6, 1998
     -------------------------------
         Jonathan Golden

     /s/ Richard G. Merrill                   Director                                         November 6, 1998
     -------------------------------
         Richard G. Merrill

     /s/ Frank H. Richardson                  Director                                         November 6, 1998
     -------------------------------
         Frank H. Richardson

     /s/ Phyllis S. Sewell                    Director                                         November 6, 1998
     -------------------------------
         Phyllis S. Sewell

     /s/ Richard J. Schnieders                Director                                         November 6, 1998
     -------------------------------
         Richard J. Schnieders

     /s/ Arthur J. Swenka                     Director                                         November 6, 1998
     -------------------------------
         Arthur J. Swenka

     /s/ Thomas B. Walker, Jr.                Director                                         November 6, 1998
     -------------------------------
         Thomas B. Walker, Jr.
-7-
594104v2

                                  EXHIBIT INDEX

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

4(a)                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(b)                Form  of  Subordinated   Debt  Indenture   (Incorporated  by
                    reference to Exhibit 4(b) to the  Registrant's  Registration
                    Statement on Form S-3 (No. 33-60023)).

4(c)                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(d)                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(e)                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(f)                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(g)                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).

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

15*                 Letter regarding 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

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

99                  Non-Employee Directors Stock Plan (Incorporated by reference
                    to Appendix A to the Registrant's Definitive Proxy Statement
                    filed  with  the  Securities  and  Exchange   Commission  on
                    September 25, 1998).

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

594104.2