SYSCO CORP — Director's Dealing 2003

Dec 19, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2003-12-17

Reporting Person: MARSHALL GREGORY K (Sr VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-17	Common Stock	M	8668.0000	$10.9375	Acquired	57630.2174	Direct
2003-12-17	Common Stock	M	186.0000	$27.79	Acquired	57816.2174	Direct
2003-12-17	Common Stock	F	2759.0000	$36.22	Disposed	55057.2174	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-17	Incentive Stock Option (Right to Buy) - Date Granted 9/3/98	$10.9375	M	8668.0000	Disposed	2008-09-02	Common Stock (8668.0000)	Direct
2003-12-17	Incentive Stock Option (Right to Buy) Date Granted 9/11/2001	$27.79	M	186.0000	Disposed	2011-09-10	Common Stock (186.0000)	Direct

Footnotes

F1: Exercises not permitted prior to the first anniversary of the grant. If certain performance criteria are met in any fiscal year during the first 5 years after the grant, one-third (1/3) of the shares covered by the grant vest at the end of the first year in which the performance criteria are met.

F2: One-fifth (1/5) of the shares covered by the grant vest and are exercisable on 06/29/02, 06/28/03, 07/03/04, 07/2/05 and 07/1/06,
respectively.