SYSCO CORP — Director's Dealing 2004

Mar 23, 2004

SEC Form 4/A — Form 4/A

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2004-03-11

Reporting Person: GRAHAM JAMES C (Sr VP, Foodservice Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-11	Common Stock	M	16000.0000	$6.375	Acquired	92955.4791	Direct
2004-03-11	Common Stock	M	8000.0000	$6.375	Acquired	100955.4791	Direct
2004-03-11	Common Stock	F	5544.0000	$40.90	Disposed	95411.4791	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-11	Incentive Stock Option (Right to Buy) - Date Granted 9/1/94	$6.3750	M	16000.0000	Disposed	2004-09-01	Common Stock (16000.0000)	Direct
2004-03-11	Incentive Stock Option (Right to Buy) - Date Granted 9/1/94	$6.3750	M	8000.0000	Disposed	2004-09-01	Common Stock (8000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5662.9131	Indirect

Footnotes

F1: Form 4 is being amended to correct the total number of shares used as payment of exercise price or tax liability by delivering or withholding securities incident to the exercise of a security issued in accordance with Rule 16b-3.

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.