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Sysco Corp · S-3 · On 6/28/05

Filed On 6/28/05 5:48pm ET · SEC File 333-126199 · Accession Number 914062-5-439

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/29/05  Sysco Corp                        S-3         6/28/05    4:18                                     Arnall Golde..Gregory/FA

Registration Statement for Securities Offered Pursuant to a Transaction · Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         15    103K 
                          Pursuant to a Transaction                              
 2: EX-5        Legal Opinion                                          1      8K 
 3: EX-15       Letter                                                 1      8K 
 4: EX-23.(A)   Consent                                                1      6K

S-3 · Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Exhibits Experts Indemnification of Directors and Officers Legal Matters Offering, The Other Expenses of Issuance and Distribution Plan of Distribution Risk Factors Selling Shareholders Summary Sysco Corporation The Offering Undertakings Use Of Proceeds Where You Can Find More Information
1	1st Page
"	Sysco Corporation
3	Summary
4	The Offering
"	Risk Factors
6	Use Of Proceeds
"	Selling Shareholders
8	Plan of Distribution
9	Legal Matters
"	Experts
"	Where You Can Find More Information
11	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
12	Item 16. Exhibits
"	Item 17. Undertakings

S-3 1st Page of 15 TOC Top Previous Next Bottom Just 1st

 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2005
                                                   REGISTRATION NO.  333-_______
--------------------------------------------------------------------------------
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
 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 IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)                                      

1390 ENCLAVE PARKWAY
 HOUSTON, TEXAS 77077-2099
(281) 584-1390
 (ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF
 REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

MICHAEL C. NICHOLS
 VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
1390 ENCLAVE PARKWAY
 HOUSTON, TEXAS 77077-2099
(281) 584-1390
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:

B. JOSEPH ALLEY, JR., ESQ.
 ARNALL GOLDEN GREGORY LLP
171 17TH ST., NW
SUITE 2100
 ATLANTA, GEORGIA 30309-3450
(404) 873-8500

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the effective date of this Registration Statement.                

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]                                                                        

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]                              

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. [ ]                               

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]                                                      

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

                                                        · Enlarge/Download Table

                                                    CALCULATION OF REGISTRATION FEE                                  
                                                                                                                     
---------------------------------------------------------------------------------------------------------------------
                                                     Proposed Maximum        Proposed Maximum           Amount of    
  Title of Securities to be       Amount to be        Offering Price        Aggregate Offering         Registration  
          Registered               Registered          Per Share(1)              Price(1)                 Fee(1)     
---------------------------------------------------------------------------------------------------------------------
Common Stock, $1 par value       330,022 Shares           $35.98              $11,874,191.56            $1,397.59    
per share                                                                                                            
---------------------------------------------------------------------------------------------------------------------

(1)  Calculated pursuant to Rule 457(o) and based on the average of the high and
     low prices of SYSCO's common stock on June 24, 2005, as reported on the New
York Stock Exchange.                                                  

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION ON SUCH DATE OR DATES AS MAY
BE  NECESSARY  TO DELAY ITS  EFFECTIVE  DATE UNTIL THE  REGISTRANT  SHALL FILE A
FURTHER AMENDMENT WHICH  SPECIFICALLY  STATES THAT THIS  REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES ACT OR UNTIL THIS  REGISTRATION  STATEMENT SHALL BECOME  EFFECTIVE ON
SUCH DATE AS THE  SECURITIES  AND EXCHANGE  COMMISSION  ACTING  PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.                                                    

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     The  information  in this  prospectus is not complete and may change.  This
prospectus  is  included  in a  registration  statement  that we filed  with the
Securities and Exchange  Commission.  The selling shareholders cannot sell these
securities until that registration statement becomes effective.  This prospectus
is not an offer to sell these  securities,  and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.     

SUBJECT TO COMPLETION, DATED JUNE 28, 2005

PROSPECTUS

330,022 SHARES

 SYSCO CORPORATION

COMMON STOCK

     This prospectus  relates to the offer and sale from time to time of 330,022
shares of SYSCO common stock by the selling shareholders identified on page 5 of
this prospectus.                                                                

     The selling shareholders will sell their shares as described in the section
of this prospectus  entitled "Plan of Distribution."  SYSCO will not receive any
of the  proceeds  from  the  sale of  shares  of  common  stock  by the  selling
shareholders.                                                                   

     SYSCO's  common  stock is traded on the New York Stock  Exchange  under the
symbol  "SYY." The last reported sale price of the common stock on June 27, 2005
was $35.75 per share.                                                           

THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

The date of this prospectus is _______________, 2005

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 TABLE OF CONTENTS

                                                                            PAGE

Summary.......................................................................2 
Sysco Corporation.............................................................2 
The Offering..................................................................3 
Risk Factors..................................................................3 
Use Of Proceeds...............................................................5 
Selling Shareholders..........................................................5 
Plan Of Distribution..........................................................7 
Legal Matters.................................................................8 
Experts.......................................................................8 
Where You Can Find More Information...........................................8 

You should rely only on the information contained or incorporated by  
reference in this prospectus. We have not authorized anyone to provide you with 
information different from that contained in this prospectus. You should assume 
that the information appearing in this prospectus is accurate as of the date on 
the front cover of this prospectus only, regardless of the time of delivery of  
this prospectus or of any sale of the common stock. In this prospectus, "SYSCO,"
"we," "us," and "our" refer to Sysco Corporation and its subsidiaries.          

 SUMMARY

 SYSCO CORPORATION

 Sysco Corporation, together with its subsidiaries and divisions, is the
largest foodservice marketing and distribution organization in North America,   
with operations located throughout the United States and Canada. We provide food
and related products and services to approximately 400,000 customers, including:

o    restaurants;                                                     
o    healthcare and educational facilities;                           
o    lodging establishments; and                                      
o    other foodservice customers.                                     

     Since SYSCO's formation in 1969, annual sales have grown from approximately
$115 million to over $29 billion in fiscal 2004, both through internal expansion
of existing operations and acquisitions. Our operations include:                

o    broadline companies;                                             
o    specialty produce companies;                                     
o    custom cut meat operations;                                      
o    Asian cuisine foodservice operations;                            
o    hotel supply operations; and                                     
o    SYGMA, our chain restaurant distribution subsidiary.             

We distribute a full line of frozen foods, such as:                   

o    meats;                                                           
o    fully prepared entrees;                                          
o    fruits;                                                          
o    vegetables; and                                                  
o    desserts.                                                        

We also distribute a full line of:                                    

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o    canned and dry foods;                                            
o    fresh meats;                                                     
o    imported specialties; and                                        
o    fresh produce.                                                   

We also supply a wide variety of non-food items, including:                     

o    paper products, such as disposable napkins, plates and cups;     
o    tableware, such as china and silverware;                         
o    restaurant and kitchen equipment and supplies; and               
o    cleaning supplies.                                               

    Our operating companies distribute both nationally branded merchandise and
products packaged as SYSCO private brands.                                      

    Sysco Corporation is a Delaware corporation, incorporated in 1969, and our
principal executive offices are located at 1390 Enclave Parkway, Houston, Texas 
77077-2099. Our telephone number is (281) 584-1390.                             

THE OFFERING

  This prospectus relates to the offer and sale of our common stock by the
selling shareholders. We will not offer or sell any shares hereunder.           

RISK FACTORS

     In addition to the other information in this prospectus, the following risk
factors should be considered carefully in evaluating an investment in equity    
securities offered hereby.                                                      

Because we operate a low margin business, our operating results are very        
sensitive to inflation and other economic conditions.                           

   The foodservice distribution industry is characterized by relatively high
inventory turnover with relatively low profit margins. We make a significant    
portion of our sales at prices that are based on the cost of products we sell   
plus a percentage markup. As a result, our profit levels may be negatively      
impacted during periods of product cost deflation, even though our gross profit 
percentage may remain relatively constant. Prolonged periods of product cost    
inflation may also have a negative impact on our profit margins and earnings to 
the extent such product cost increases are not passed on to customers due to    
resistance to higher prices. The foodservice industry is sensitive to national  
and regional economic conditions. Inflation, fuel costs and other factors       
affecting consumer confidence and the frequency and amount spent by consumers   
for food prepared away from home may negatively impact our sales and operating  
results. Sales and operating results are also sensitive to, and may be adversely
affected by, other factors, including:                                          

o    difficulties with the collectability of our accounts receivable; 
o    competitive price pressures;                                     
o    severe weather conditions; and                                   
  o    unexpected increases in fuel or other transportation-related costs.

Although these factors have not had a material adverse impact on our past       
operations, there can be no assurance that one or more of these factors will not
adversely affect future operating results.                                      

We have significant leverage and debt service obligations.                      

   Because historically a substantial part of our growth has been the result
of acquisitions and capital expansion, our continued growth depends, in large   
part, on our ability to continue this expansion. As a result, our inability to  
finance acquisitions and capital expenditures through borrowed funds could      
restrict our ability to expand. Moreover, any default under the documents       
governing our indebtedness could have a significant adverse effect on the market
value of our common stock and constrain our ability to raise equity capital.    
Further, our leveraged position may also increase our vulnerability to          
competitive pressures. As of April 2, 2005, we had approximately $1.4 billion of

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long-term indebtedness outstanding, including current maturities. On April 19,  
2005, we filed a shelf registration statement with the SEC that allows us to    
issue an additional $1.5 billion of debt securities from time to time.          

Product liability claims could have a material adverse impact on our business.  

     SYSCO, like any other seller of food, faces the risk of exposure to product
liability claims in the event that the use of products sold by us causes injury 
or illness. With respect to product liability claims, we believe we have        
sufficient primary or excess umbrella liability insurance. However, this        
insurance may not continue to be available at a reasonable cost, or, if         
available, may not be adequate to cover all of our liabilities. We generally    
seek contractual indemnification and insurance coverage from parties supplying  
our products, but this indemnification or insurance coverage is limited, as a   
practical matter, to the creditworthiness of the indemnifying party and the     
insured limits of any insurance provided by suppliers. If we do not have        
adequate insurance or contractual indemnification available, product liability  
relating to defective products could materially reduce our net earnings and     
earnings per share.                                                             

We may be unable to service our customers, and may lose customers if the third  
parties that supply us are either unwilling or unable to do so on a timely      
basis.                                                                          

  We obtain substantially all of our foodservice and related products from
third party suppliers. For the most part, we do not have long-term contracts    
with its suppliers committing them to provide products to us. Although our      
purchasing volume can provide leverage when dealing with suppliers, suppliers   
may not provide the foodservice products and supplies needed by us in the       
quantities requested. Because we do not control the actual production of the    
products we sell, we are also subject to delays caused by interruption in       
production based on conditions outside our control. These conditions include:   

o    job actions or strikes by employees of suppliers,                
o    weather,                                                         
o    crop conditions,                                                 
o    transportation interruptions, and                                
o    natural disasters or other catastrophic events                   

Our inability to obtain adequate supplies of our foodservice and related        
products as a result of any of the foregoing factors or otherwise, could mean   
that we not be able to fulfill our obligations to customers. As a result, our   
customers may turn to other distributors, and our revenues, liquidity and       
operating results could be adversely affected.                                  

Work stoppages or labor disputes could have a material adverse effect on our    
business.                                                                       

  As of July 3, 2004, approximately 9,100 employees at 51 of our operating
companies were members of 59 different local unions associated with the         
International Brotherhood of Teamsters and other labor organizations. In the    
remainder of fiscal 2005 and 2006, approximately 19 agreements covering         
approximately 3,100 employees will expire. Failure of the operating companies to
effectively renegotiate these contracts could result in work stoppages. Although
our operating subsidiaries have not experienced any significant labor disputes  
or work stoppages to date, and we believe they have satisfactory relationships  
with their unions, a work stoppage due to failure of one or more operating      
subsidiaries to renegotiate a union contract, or otherwise, could have a        
material adverse effect on us.                                                  

Our failure to successfully integrate acquired companies could have a material  
adverse effect on our business.                                                 

    If we are unable to integrate acquired businesses successfully and realize
anticipated economic, operational and other benefits in a timely manner, our    
profitability may decrease. Integration of an acquired business may be more     
difficult when we acquire a business in a market in which we have limited or no 
expertise, or with a corporate culture different from ours. If we are unable to 
integrate acquired businesses successfully, we may incur substantial costs and  
delays in increasing our customer base. In addition, the failure to integrate   
acquisitions successfully may divert management's attention from our existing   
business and may damage our relationships with key customers and suppliers.     

Charter and Stockholder Rights Plan                                             

    Under our Restated Certificate of Incorporation, our Board of Directors is
authorized to issue up to 1.5 million shares of preferred stock without         
stockholder approval. Issuance of these shares could make it more difficult for 
anyone to acquire us without approval of the Board of Directors, depending on   
the rights and preferences of the stock issued. In addition, if anyone attempts 
to acquire us without approval of our Board of Directors, our stockholders may  
have the right to purchase shares of preferred stock pursuant to our Stockholder
Rights Plan, which could result in substantial dilution to a potential acquiror.
The existence of either of these provisions could deter hostile takeover        
attempts that might have resulted in an acquisition of us that would have been  
financially beneficial to our stockholders.                                     

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FORWARD LOOKING STATEMENTS

Some of the information contained or incorporated by reference in this
prospectus contains forward-looking statements that involve substantial risks   
and uncertainties. You can identify these statements by forward-looking words   
such as "may," "will," "expect," "anticipate," "believe," "estimate," "could"   
and "continue" or similar words. You should read statements that contain these  
words carefully for the following reasons:                                      

o    the statements discuss our future expectations;                  
     o    the statements contain projections of our future results of operations
or of our financial condition; and                          
o    the statements state other "forward-looking" information.        

We believe it is important to communicate our expectations to our     
investors. There may be events in the future, however, that we are not          
accurately able to predict or over which we have no control. The risk factors   
listed in this section, as well as any cautionary language in this prospectus,  
provide examples of risks, uncertainties and events that may cause our actual   
results to differ materially from the expectations we describe in our           
forward-looking statements. Before you invest in our common stock, you should be
aware that the occurrence of any of the events described in these risk factors  
and elsewhere in this prospectus could have a material adverse effect on our    
business, financial condition and results of operations. In such case, the      
trading price of our common stock could decline and you may lose all or part of 
your investment.                                                                

 USE OF PROCEEDS

  This prospectus relates to the offer and sale of our common stock by the
selling shareholders. We will not receive any proceeds from the sale of the     
common stock. We will pay all expenses related to the registration of the common
stock except underwriting discounts and commissions and fees and expenses of    
counsel for the selling shareholders.                                           

SELLING SHAREHOLDERS

Of the 330,022 shares of SYSCO common stock to which this prospectus  
relates, 160,867 shares are being offered by former shareholders of HRI Supply  
Ltd. and/or their permitted transferees. On May 4, 2001, certain former         
shareholders of HRI Supply received shares in a Canadian subsidiary of SYSCO in 
connection with the acquisition of all of the issued and outstanding shares of  
HRI Supply by such subsidiary. We entered into a registration rights agreement  
with such former shareholders of HRI Supply, under which we agreed to register  
for sale certain shares of SYSCO common stock into which shares of such         
subsidiary of SYSCO are exchangeable on a one for one basis.                    

    This prospectus also relates to 169,155 shares of SYSCO common stock being
offered by former shareholders of North Douglas Distributors Ltd. and/or their  
permitted transferees. On December 7, 2000, former shareholders of North Douglas
Distributors received shares in a Canadian subsidiary of SYSCO in connection    
with the acquisition of all of the issued and outstanding shares of North       
Douglas Distributors by such subsidiary. We entered into a registration rights  
agreement with such former shareholders of North Douglas Distributors, under    
which we agreed to register for sale certain shares of SYSCO common stock into  
which shares of such subsidiary of SYSCO are exchangeable on a one for one      
basis.                                                                          

  The following table states the name of each of the selling shareholders,
the number of shares of common stock of SYSCO beneficially owned by each selling
shareholder as of June 28, 2005, the number of shares which may be sold for the 
account of each selling shareholder, the number of shares of common stock that  
will be beneficially owned by each selling shareholder after the completion of  
the offering assuming the sale of all shares offered and no other changes in    
beneficial ownership, the percentage of SYSCO common stock owned by each selling
shareholder as of June 28, 2005, and the percentage of SYSCO common stock owned 
by each selling shareholder after the completion of the offering, assuming the  
sale of all shares offered, and no changes in beneficial ownership or in the    
number of SYSCO shares outstanding.                                             

                                                        · Enlarge/Download Table

                                  BENEFICIAL OWNERSHIP                         BENEFICIAL OWNERSHIP 
                               PRIOR TO THE OFFERING (1)       NUMBER OF   AFTER THE OFFERING (1)(2)
NAME OF                        ----------------------------     SHARES     -------------------------
SELLING SHAREHOLDER              SHARES          PERCENTAGE     OFFERED     SHARES        PERCENTAGE
-----------------------------  --------------   -----------  ------------  ----------    -----------
                                                                                                    

William Redmond(3)                  266,777             *       149,501    105,910               *  
Luba Redmond(3)                     266,777             *        11,366    105,910               *  
Armando Barbon(4)                   508,682             *        45,000    339,527               *  

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                                                        · Enlarge/Download Table

                                  BENEFICIAL OWNERSHIP                         BENEFICIAL OWNERSHIP 
                               PRIOR TO THE OFFERING (1)       NUMBER OF   AFTER THE OFFERING (1)(2)
NAME OF                        ----------------------------     SHARES     -------------------------
SELLING SHAREHOLDER              SHARES          PERCENTAGE     OFFERED     SHARES        PERCENTAGE
-----------------------------  --------------   -----------  ------------  ----------    -----------
                                                                                                    

Yole Barbon(4)                      508,682             *         2,384    339,527               *  
The Barbon Trust(4)                 508,682             *        91,446    339,527               *  
S.A.N.Y Holdings Ltd.               508,682                      30,325    339,527                  
                                                             ------------                           
                  Total             775,459             *       330,022    445,437               *  

-----------------------                                                         
*    Less than 1% of outstanding shares                               
  (1)  As of June 28, 2005, 2005, all shares shown are held in the form of
    securities of a SYSCO subsidiary that are convertible into SYSCO
      common stock on a one for one basis, except as follows: All shares
     offered are held in the form of SYSCO common stock; 11,840 of the
         additional shares beneficially owned by Mr. Redmond are held as SYSCO
          common stock and 42,000 of the additional shares beneficially owned by
          him are held as stock options that are either currently exercisable or
       become exercisable within sixty days of June 28, 2005; and 3,127 of
      the additional shares beneficially owned by Mr. Barbon are held as
       SYSCO common stock and 16,000 of the additional shares beneficially
    owned by him are held as stock options that are either currently
         exercisable or become exercisable within sixty days of June 28, 2005.
(2)  Assumes all offered SYSCO common stock will be sold and that no  
      additional shares of SYSCO common stock will be issued by SYSCO or
      acquired by any selling shareholder prior to the completion of the
offering.                                                   
    (3)  From the time of the acquisition of its business by SYSCO in May 2001
      until June 2004, William Redmond was President and Chief Executive
        Officer of Sysco HRI Supply Ltd., a subsidiary of Sysco Corporation.
          Luba Redmond is his spouse. Beneficial Ownership Prior to the Offering
     includes 246,788 shares beneficially owned by William Redmond and
19,989 shares beneficially owned by Luba Redmond.           
    (4)  From the time of the acquisition of its business by SYSCO in December
        2000 until December 2002, Armando Barbon served as Chairman of North
         Douglas Sysco Food Services, Inc., a subsidiary of Sysco Corporation.
  Yole Barbon is his spouse. His son, Nino Barbon, served as the
     President and Chief Operating Officer of North Douglas Sysco Food
          Services, Inc. until January 28, 2005. Mr. Armando Barbon is a trustee
       of The Barbon Trust and is a director of S.A.N.Y. Holdings Ltd. For
        all persons and entities, Beneficial Ownership Prior to the Offering
       includes 234,282 shares beneficially owned by Armando Barbon, 2,800
         shares beneficially owned by Yole Barbon, 235,986 shares beneficially
      owned by The Barbon Trust, and 35,614 shares beneficially owned by
S.A.N.Y. Holdings Ltd.                                      

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PLAN OF DISTRIBUTION

    The selling shareholders may offer and sell shares of common stock offered
by this prospectus during the 90-day period beginning on the date of this       
prospectus, unless such period is extended, in one or more of the following     
transactions:                                                                   

   o    on the New York Stock Exchange or any other securities exchange that
lists the common stock for trading;                         
o    in the over-the-counter market;                                  
o    in transactions other than on such exchanges or in the           
over-the-counter market;                                    
o    in negotiated transactions;                                      
 o    in short sales of the common stock, in transactions to cover short
sales or otherwise in connection with short sales;          
     o    by pledge to secure debts and other obligations or on foreclosure of a
pledge;                                                     
    o    through put or call options, including the writing of exchange-traded
     call options, or other hedging transactions related to the common
stock; and                                                  
o    in a combination of any of the above transactions.               

    The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at     
negotiated prices or at fixed prices. The transactions listed above may include 
block transactions. We have been advised by the selling shareholders that they  
have not made any arrangements with any underwriters or broker-dealers relating 
to the distribution of the shares covered by this prospectus.                   

    The selling shareholders may sell their shares directly to purchasers, use
broker-dealers to sell their shares or may sell their shares to broker-dealers  
acting as principals. If this happens, broker-dealers may either receive        
discounts or commissions from the selling shareholders, or they may receive     
commissions from purchasers of shares for whom they acted as agents, or both. If
a broker-dealer purchases shares as a principal, it may resell the shares for   
its own account under this prospectus. We will pay all registration fees and    
expenses for the common stock offered by this prospectus.                       

    The selling shareholders and any agent, broker or dealer that participates
in sales of common stock offered by this prospectus may be deemed "underwriters"
under the Securities Act of 1933 and any commissions or other consideration     
received by any agent, broker or dealer may be considered underwriting discounts
or commissions under the Securities Act. We have agreed to indemnify the selling
shareholders against certain liabilities arising under the Securities Act from  
sales of common stock. Selling shareholders may agree to indemnify any agent,   
broker or dealer that participates in sales of common stock against liabilities 
arising under the Securities Act from sales of common stock.                    

    Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the New York Stock Exchange pursuant 
to Rule 153 under the Securities Act. We have informed the selling shareholders 
that the anti-manipulation provisions of Regulation M under the Securities      
Exchange Act of 1934 may apply to their sales of common stock.                  

     Instead of selling common stock under this prospectus, selling shareholders
may sell common stock in compliance with the provisions of Rule 144 under the   
Securities Act, if available.                                                   

Upon SYSCO being notified by a selling shareholder that any material  
arrangement has been entered into with a broker-dealer for the sale of shares   
through a block trade, special offering, exchange distribution or secondary     
distribution or a purchase by a broker or dealer, a supplement to this          
prospectus will be filed, if required, pursuant to Rule 424(b) under the        
Securities Act, disclosing:                                                     

 o    the name of each such selling shareholder and of the participating
broker-dealer;                                              
o    the number of shares involved;                                   
o    the price at which such shares were sold;                        
o    the commissions paid or discounts or concessions allowed to such 
broker-dealer, where applicable;                            
  o    that such broker-dealer did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and                                             
o    other facts material to the transaction.                         

In addition, upon SYSCO being notified by a selling shareholder that a
permitted transferee to which the right to utilize this prospectus, as          
determined in accordance with the registration rights agreement, has been       
transferred intends to sell more than 500 shares, a supplement to this          
prospectus will be filed.                                                       

    The term "selling shareholders" may also include persons who obtain common
stock from selling shareholders as a gift, for no consideration upon dissolution
of a corporation, partnership or limited liability company, on foreclosure of a 
pledge or in another private transaction; provided, however, that if a permitted
transferee intends to sell more than 500 shares of such SYSCO common stock, the 
filing of a supplement to this prospectus will be required.                     

The selling shareholders have engaged RBC Dominion Securities to sell all of the
shares offered into the public market, in their capacity as a securities broker.
This arrangement can be terminated by any party at will.                        

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 LEGAL MATTERS

    The validity of the shares of common stock offered by this prospectus will
be passed upon for SYSCO by Arnall Golden Gregory LLP, Atlanta, Georgia.        
Jonathan Golden, a partner of Arnall Golden Gregory LLP, is a director of SYSCO.
As of June 28, 2005, attorneys with Arnall Golden Gregory LLP beneficially owned
an aggregate of approximately 115,775 shares of SYSCO's common stock.           

 EXPERTS

 The consolidated financial statements of Sysco Corporation appearing in
Sysco Corporation's Annual Report (Form 10-K) for the year ended July 3, 2004   
(including schedules appearing therein) have been audited by Ernst & Young LLP, 
independent registered public accounting firm, as set forth in their report     
thereon, included therein, and incorporated herein by reference. Such           
consolidated financial statements are incorporated herein by reference in       
reliance upon such report given on the authority of such firm as experts in     
accounting and auditing.                                                        

With respect to the unaudited condensed consolidated interim financial
information of Sysco Corporation for the quarters ended October 2, 2004, January
1, 2005 and April 2, 2005, incorporated herein by reference, Ernst & Young LLP  
reported that they have applied limited procedures in accordance with           
professional standards for a review of such information. However, their separate
reports dated November 10, 2004, February 10, 2005 and May 12, 2005, included in
Sysco Corporation's Quarterly Reports on Form 10-Q for the quarters ended       
October 2, 2004, January 1, 2005 and April 2, 2005, and incorporated by         
reference herein, state that they did not audit and they do not express an      
opinion on that interim financial information. Accordingly, the degree of       
reliance on their reports on such information should be restricted in light of  
the limited nature of the review procedures applied. Ernst & Young LLP is not   
subject to the liability provisions of Section 11 of the Securities Act of 1933 
(the "Act") for their reports on the unaudited interim financial information    
because those reports are not "reports," or a "part" of the Registration        
Statement, prepared or certified by Ernst & Young LLP within the meaning of     
Sections 7 and 11 of the Act.                                                   

 WHERE YOU CAN FIND MORE INFORMATION

 SYSCO files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and 
copy any materials we file at the SEC's public reference room at 450 Fifth      
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for 
further information regarding the public reference room. SYSCO's SEC filings    
made via the EDGAR system, including periodic and current reports, proxy        
statements, and other information regarding SYSCO are also available to the     
public at the SEC's web site at http://www.sec.gov, and are also available on   
SYSCO's website, www.sysco.com.                                                 

     The SEC allows SYSCO to "incorporate by reference" information we file with
the SEC, which means that SYSCO can disclose important information to you by    
referring you to those documents filed separately with the SEC. The information 
incorporated by reference is deemed to be part of this prospectus, and later    
information that we file with the SEC will automatically update and supersede   
information contained in this prospectus.                                       

    The following documents filed by SYSCO (File No. 1-06544) with the SEC are
incorporated by reference in and made a part of this prospectus:                

   o    SYSCO's Annual Report on Form 10-K for the fiscal year ended July 3,
2004;                                                       

     o    SYSCO's Quarterly Report on Form 10-Q for the quarter ended October 2,
2004;                                                       

     o    SYSCO's Quarterly Report on Form 10-Q for the quarter ended January 1,
2005;                                                       

   o    SYSCO's Quarterly Report on Form 10-Q for the quarter ended April 2,
2005;                                                       

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on August 16, 2004;                     

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on September 9, 2004;                   

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on September 10, 2004;                  

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o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on November 1, 2004;                    

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on November 17, 2004;                   

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on November 23, 2004;                   

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on January 31, 2005;                    

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on February 23, 2005;                   

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on May 2, 2005;                         

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on May 18, 2005;                        

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on May 27, 2005;                        

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on June 15, 2005;                       

o    SYSCO's Current Report on Form 8-K filed with the Securities and 
Exchange Commission on June 23, 2005; and                   

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

    We are also incorporating by reference any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. These         
documents will be deemed to be incorporated by reference in this prospectus and 
to be a part of it from the date they are filed with the SEC.                   

  You may obtain a copy of these filings, excluding all exhibits unless we
have specifically incorporated by reference an exhibit in this prospectus or in 
a document incorporated by reference herein, at no cost, by writing or          
telephoning:                                                                    

                         Sysco Corporation
                                     Michael C. Nichols, Secretary
                            1390 Enclave Parkway
                                 Houston, Texas 77077-2099
                                  Telephone:  (281) 584-1390

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                           

Securities and Exchange Commission Filing Fee            $1,397.59    
Printing Expenses                                          $500.00*   
Accountants' Fees and Expenses                          $15,300.00*   
Legal Fees and Expenses                                 $18,000.00*   
Miscellaneous Expenses                                   $1,000.00*   

     Total                                          $36,197.59
                                                    ==========

*Estimated                                                            

ITEM 15.  Indemnification of Directors and Officers                             

     Charter and Bylaws. SYSCO's Certificate of Incorporation and Bylaws provide
for indemnification of SYSCO's directors, officers, employees and other agents  
("Agents") 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 an Agent of the Registrant, to the fullest extent permitted by the       
Delaware General Corporation Law (except that generally, indemnification is not 
available for proceedings brought by the Agent). This indemnification extends   
also to persons 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.     

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

o    acted in good faith;                                             
  o    acted in a manner he 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 conduct was unlawful.                           

SYSCO may indemnify Agents with respect to Proceedings brought by or in the     
right of the corporation (i.e., derivative lawsuits) to the same extent as with 
respect to other Proceedings, except that if the Agent is held liable to SYSCO  
in the Proceeding, then SYSCO may not indemnify the Agent unless the court      
determines that even though the Agent was held liable to SYSCO, the Agent 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.                                                                   

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  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 16.  Exhibits                                                              

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

    4.1       Restated Certificate of Incorporation, incorporated by
                 reference to Exhibit 3(a) to Form 10-K for the year ended
June 28, 1997 (File No. 1-6544).        

4.2       Bylaws, as amended and restated February 8, 2002, 
                  incorporated by reference to Exhibit 3(b) to Form 10-Q for
              the quarter ended December 29, 2001 (File No. 1-6544).

         4.3       Form of Amended Certificate of Designation, Preferences and
                Rights of Series A Junior Participating Preferred Stock,
                  incorporated by reference to Exhibit 3(c) to Form 10-K for
       the year ended June 29, 1996 (File No. 1-6544).

      4.4       Certificate of Amendment of Certificate of Incorporation
                  increasing authorized shares, incorporated by reference to
                  Exhibit 3(d) to Form 10-Q for the quarter ended January 1,
2000 (File No. 1-6544).                 

 4.5       Certificate of Amendment to Restated Certificate of
                   Incorporation increasing authorized shares, incorporated by
                    reference to Exhibit 3(e) to Form 10-Q for the quarter ended
December 27, 2003 (File No. 1-6544).    

         *5        Opinion of Arnall Golden Gregory LLP, as to the validity of
the securities to be registered.        

       *15       Letter from Ernst & Young LLP regarding unaudited interim
financial information.                  

*23(a)    Consent of Ernst & Young LLP.                     

       *23(b)    Consent of Arnall Golden Gregory LLP, is contained in the
opinion filed as Exhibit 5.             

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

ITEM 17.  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;                                     

       (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 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.                                                                       

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 (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 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.                                                                     

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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-3 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 June 28, 2005.           

           SYSCO CORPORATION

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

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. 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.     

                                                        · Enlarge/Download Table

                                                                                                               
SIGNATURE                                     TITLE                                               DATE         
---------                                     -----                                               ----         

/s/ Richard J. Schnieders                     Chairman of the Board and Chief Executive Officer   June 28, 2005
------------------------------------          (principal executive officer)                                    
Richard J. Schnieders                                                                                          

/s/ John K. Stubblefield, Jr.                 Executive Vice President, Finance, Chief Financial  June 28, 2005
--------------------------------------------  Officer and Director                                             
John K. Stubblefield, Jr.                     (principal financial and accounting officer)                     

__________________                            Director                                                         
Colin G. Campbell                                                                                              

/s/ John M. Cassaday                          Director                                            June 28, 2005
--------------------------------------------                                                                   
John M. Cassaday                                                                                               

/s/ Judith B. Craven                          Director                                            June 28, 2005
--------------------------------------------                                                                   
Judith B. Craven                                                                                               

/s/ Jonathan Golden                           Director                                            June 28, 2005
--------------------------------------------                                                                   
Jonathan Golden                                                                                                

/s/ Joseph A. Hafner, Jr.                     Director                                            June 28, 2005
------------------------------------                                                                           
Joseph A. Hafner, Jr.                                                                                          

/s/ Thomas E. Lankford                        Director                                            June 28, 2005
------------------------------------                                                                           
Thomas E. Lankford                                                                                             

/s/ Richard G. Merrill                        Director                                            June 28, 2005
--------------------------------------------                                                                   
Richard G. Merrill                                                                                             

/s/ Phyllis S. Sewell                         Director                                            June 28, 2005
--------------------------------------------                                                                   
Phyllis S. Sewell                                                                                              

/s/ Richard G. Tilghman                       Director                                            June 28, 2005
------------------------------------                                                                           
Richard G. Tilghman                                                                                            

/s/ Jackie M. Ward                            Director                                            June 28, 2005
--------------------------------------------                                                                   
Jackie M. Ward                                                                                                 

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 EXHIBIT INDEX

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

    4.1       Restated Certificate of Incorporation, incorporated by
                 reference to Exhibit 3(a) to Form 10-K for the year ended
June 28, 1997 (File No. 1-6544).        

4.2       Bylaws, as amended and restated February 8, 2002, 
                  incorporated by reference to Exhibit 3(b) to Form 10-Q for
              the quarter ended December 29, 2001 (File No. 1-6544).

         4.3       Form of Amended Certificate of Designation, Preferences and
                Rights of Series A Junior Participating Preferred Stock,
                  incorporated by reference to Exhibit 3(c) to Form 10-K for
       the year ended June 29, 1996 (File No. 1-6544).

      4.4       Certificate of Amendment of Certificate of Incorporation
                  increasing authorized shares, incorporated by reference to
                  Exhibit 3(d) to Form 10-Q for the quarter ended January 1,
2000 (File No. 1-6544).                 

 4.5       Certificate of Amendment to Restated Certificate of
                   Incorporation increasing authorized shares, incorporated by
                    reference to Exhibit 3(e) to Form 10-Q for the quarter ended
December 27, 2003 (File No. 1-6544).    

         *5        Opinion of Arnall Golden Gregory LLP, as to the validity of
the securities to be registered.        

       *15       Letter from Ernst & Young LLP regarding unaudited interim
financial information.                  

*23(a)    Consent of Ernst & Young LLP.                     

       *23(b)    Consent of Arnall Golden Gregory LLP, is contained in the
opinion filed as Exhibit 5.             

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

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This S-3 Filing	Date	First	Last	Other Filings

	6/29/96	12	15	10-K
	6/28/97	12	15	10-K
	1/1/00	12	15	10-Q/A, 10-Q
	10/26/00	10		S-3, 8-K
	12/7/00	6
	5/4/01	6
	12/29/01	12	15	10-Q
	2/8/02	12	15
	12/27/03	12	15	10-Q
	7/3/04	5	9	10-K
	8/16/04	9		8-K
	9/9/04	9		4, 8-K
	9/10/04	9		8-K, DEFA14A
	10/2/04	9		10-Q
	11/1/04	10		8-K
	11/10/04	9		10-Q
	11/17/04	10		8-K
	11/23/04	10		4, 8-K
	1/1/05	9		3/A, 10-Q, 3
	1/28/05	7
	1/31/05	10		8-K
	2/10/05	9		10-Q, 4
	2/23/05	10		8-K
	4/2/05	4	9	10-Q
	4/19/05	5		S-3
	5/2/05	10		4/A, 8-K, 4
	5/12/05	9		10-Q, 8-K
	5/18/05	10		8-K
	5/27/05	10		4, 8-K
	6/15/05	10		8-K
	6/23/05	10		4, 8-K
	6/24/05	1
	6/27/05	2
Filed On	6/28/05	1	14
Filed As Of	6/29/05

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Sysco Corp · S-3 · On 6/28/05

Filed On 6/28/05 5:48pm ET · SEC File 333-126199 · Accession Number 914062-5-439

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