SYSCO CORP — Director's Dealing 2003

Sep 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2003-09-19

Reporting Person: SANDERS DIANE D (VP and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-19	Common Stock	M	10000.0000	$7.1875	Acquired	131308.6877	Direct
2003-09-19	Common Stock	M	6088.0000	$7.1875	Acquired	137396.6877	Direct
2003-09-19	Common Stock	M	20000.0000	$7.9688	Acquired	157396.6877	Direct
2003-09-19	Common Stock	F	11367.0000	$33.435	Disposed	146029.6877	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-19	Incentive Stock Option (Right to Buy) - Date Granted 8/31/95	$7.1875	M	10000.0000	Disposed	2005-08-31	Common Stock (10000.0000)	Direct
2003-09-19	Incentive Stock Option (Right to Buy) - Date Granted 8/31/95	$7.1875	M	6088.0000	Disposed	2005-08-31	Common Stock (6088.0000)	Direct
2003-09-19	Incentive Stock Option (Right to Buy) - Date Granted 9/5/96	$7.9688	M	20000.0000	Disposed	2006-09-04	Common Stock (20000.0000)	Direct

Footnotes

F1: Grants are made annually with exercises not permitted prior to the first anniversary of the grant. If certain performance criteria are met, one-third (1/3) of the shares covered by the grant vest on the first, second and third anniversaries of the grant.

F2: Grants are made annually with exercises not permitted prior to the first anniversary of the grant. If certain performance criteria are met, one-third (1/3) of the shares covered by the grant vest on the first, second and third anniversaries of the grant. If the grants have not vested by the fifth anniversary of the grant, the grant will vest six months prior to expiration.