SYSCO CORP — Director's Dealing 2004

Mar 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYSCO CORP (SYY)
CIK: 0000096021
Period of Report: 2004-03-19

Reporting Person: SEWELL PHYLLIS SHAPIRO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-19	Common Stock	M	4000.0000	$7.4687	Acquired	29811.0000	Direct
2004-03-19	Common Stock	S	1100.0000	$39.30	Disposed	28711.0000	Direct
2004-03-19	Common Stock	S	1600.0000	$39.32	Disposed	27111.0000	Direct
2004-03-19	Common Stock	S	1300.0000	$39.33	Disposed	25811.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-19	Incentive Stock Option (Right to Buy)	$7.4687	M	4000.0000	Disposed	2005-11-08	Common Stock (4000.0000)	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.