SYSCO CORP — Director's Dealing 2003

Sep 17, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2003-09-16

Reporting Person: SCHNIEDERS RICHARD J (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-16	Common Stock	M	13912.0000	$7.1875	Acquired	236795.0494	Direct
2003-09-16	Common Stock	M	18088.0000	$7.9688	Acquired	254883.0494	Direct
2003-09-16	Common Stock	M	30000.0000	$8.75	Acquired	284883.0494	Direct
2003-09-16	Common Stock	F	24903.0000	$32.745	Disposed	259980.0494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-16	Incentive Stock Option (Right to Buy) - Date Granted 8/31/95	$7.1875	M	13912.0000	Disposed	2005-08-31	Common Stock (13912.0000)	Direct
2003-09-16	Incentive Stock Option (Right to Buy) - Date Granted 9/5/96	$7.9688	M	18088.0000	Disposed	2006-09-04	Common Stock (18088.0000)	Direct
2003-09-16	Incentive Stock Option (Right to Buy) - Date Granted 9/4/97	$8.7500	M	30000.0000	Disposed	2007-09-03	Common Stock (30000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	61604.0000	Indirect

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.

F3: 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.