EXHIBIT 25.1

                                                        Registration No. 333-___

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                         PURSUANT TO SECTION 305(b)(2)

                       Wachovia Bank, National Association
               (Exact name of trustee as specified in its charter)

                            United States of America
   (Jurisdiction of incorporation or organization if not a U.S. national bank)

                                   22-1147033
                     (I.R.S. Employer Identification Number)

                               One Wachovia Center
                            301 South College Street
                         Charlotte, North Carolina 28288
               (Address of principal executive offices; Zip code)

                                R. Douglas Milner
                       Wachovia Bank, National Association
                           5847 San Felipe, Suite 1050
                              Houston, Texas 77057
                                  (713)278-4321
            (Name, address and telephone number of agent for service)

                            Sysco International, Co.
               (Exact name of obligor as specified in its charter)

                                  Nova Scotia
         (State or other jurisdiction of incorporation or organization)

                                      N/A
                      (I.R.S. Employer Identification No.)

                              1390 Enclave Parkway
                              Houston, Texas 77077
               (Address of principal executive offices; Zip code)

                              6.10% Notes due 2012
                       (Title of the indenture securities)





Item  1.  GENERAL  INFORMATION.  Furnish  the  following  information  as to the
trustee:

     a. Name and address of each examining or supervising  authority to which it
is subject.

                  NAME                                      ADDRESS

         Board of Governors of the Federal              Washington, D.C.
         Reserve System

         Comptroller of the Currency                    Washington, D.C.

         Federal Deposit Insurance                      Washington, D.C.
         Corporation

     b. Whether it is authorized to exercise corporate trust powers.

     The Trustee is authorized to exercise corporate trust powers.

Item 2.  AFFILIATIONS  WITH THE  OBLIGOR.  If the obligor is an affiliate of the
trustee, describe each such affiliation.

     The obligor is not an affiliate of the trustee. (See Note 1 on page 6.)

Item 3. VOTING SECURITIES OF THE TRUSTEE.  Furnish the following  information as
to each class of voting securities of the trustee:

     As of August 20, 2002 (Insert date within 31 days).

                   COL. A           COL. B
                   TITLE OF CLASS   AMOUNT OUTSTANDING

                   Common Stock     1,371,400,000

Item 4. TRUSTEESHIPS  UNDER OTHER INDENTURES.  If the trustee is a trustee under
another indenture under which any other securities,  or certificates of interest
or  participation  in any other  securities,  of the  obligor  are  outstanding,
furnish the following information:

     a. Title of the securities outstanding under each such other indenture.

     Not Applicable.

     b. A brief statement of the facts relied upon as a basis for the claim that
no  conflicting  interest  within the  meaning of Section  310(b)(1)  of the Act
arises as a result of the trusteeship under any such other indenture,  including
a statement as to how the  indenture  securities  will rank as compared with the
securities issued under such other indenture.

     Not Applicable.

                                       2


Item 5. INTERLOCKING  DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.  If the trustee or any of the  directors or executive  officers of
the  trustee  is  a  director,   officer,  partner,   employee,   appointee,  or
representative of the obligor of any underwriter for the obligor,  identify each
such  person  having  any such  connection  and  state  the  nature of each such
connection.

     Not Applicable - see answer to Item 13.

Item 6. VOTING  SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the  following  information  as to the voting  securities of the trustee
owned  beneficially  by the obligor and each  director,  partner,  and executive
officer of the obligor.

     As of August 20, 2002 (Insert date within 31 days).


                                                                 
                                                                          COL. D
                                                  COL. C                  PERCENTAGE OF VOTING SECURITIES
COL. A                   COL. B                   AMOUNT OWNED            REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER            TITLE OF CLASS           BENEFICIALLY            IN COL. C


     Not Applicable - see answer to Item 13.

Item 7.  VOTING  SECURITIES  OF THE  TRUSTEE  OWNED  BY  UNDERWRITERS  OR  THEIR
OFFICIALS.  Furnish the following information as to the voting securities of the
trustee  owned  beneficially  by each  underwriter  for  the  obligor  and  each
director, partner, and executive officer of each such underwriter:

     As of August 20, 2002 (Insert date within 31 days).


                                                                 
                                                                          COL. D
                                                  COL. C                  PERCENTAGE OF VOTING SECURITIES
COL. A                   COL. B                   AMOUNT OWNED            REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER            TITLE OF CLASS           BENEFICIALLY            IN COL. C


     Not Applicable - see answer to Item 13.

Item 8.  SECURITIES  OF THE OBLIGOR  OWNED OR HELD BY THE  TRUSTEE.  Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:

     As of August 20, 2002 (Insert date within 31 days).

                                       3




                                                                                    
                                                              COL. C
                                                              AMOUNT OWNED                   COL. D
                         COL. B                               BENEFICIALLY OR                PERCENT OF CLASS
                         WHETHER THE SECURITIES               HELD AS COLLATERAL             REPRESENTED BY
COL. A                   ARE VOTING OR                        SECURITY FOR                   AMOUNT GIVEN
NAME  OF CLASS           NONVOTING SECURITIES                 OBLIGATIONS IN DEFAULT         IN COL. C


     Not Applicable - see answer to Item 13.

Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.  If the trustee
owns beneficially or hold as collateral  security for obligations in default any
securities of an underwriter for the obligor,  furnish the following information
as to each class of securities of such  underwriter any of which are so owned or
held by the trustee:

     As of August 20, 2002 (Insert date within 31 days).



                                                                                    
                                                    COL. C                                   COL. D
                                                    AMOUNT OWNED BENEFICIALLY                PERCENT OF CLASS
COL. A                         COL. B               OR HELD AS COLLATERAL                    REPRESENTED BY
TITLE OF ISSUER                AMOUNT               SECURITY FOR OBLIGATIONS                 AMOUNT GIVEN
AND TITLE OF CLASS             OUTSTANDING          IN DEFAULT BY TRUSTEE                    IN COL. C


     Not Applicable - see answer to Item 13.

Item 10.  OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING  SECURITIES  OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.  If the trustee owns beneficially
or holds as collateral  security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10 percent or more of the
voting  securities  of  the  obligor  or  (2)  is an  affiliate,  other  than  a
subsidiary,  of the obligor,  furnish the following information as to the voting
securities of such person:

     As of August 20, 2002 (Insert date within 31 days).



                                                                                    
                                                    COL. C                                   COL. D
                                                    AMOUNT OWNED BENEFICIALLY                PERCENT OF CLASS
COL. A                         COL. B               OR HELD AS COLLATERAL                    REPRESENTED BY
TITLE OF ISSUER                AMOUNT               SECURITY FOR OBLIGATIONS                 AMOUNT GIVEN
AND TITLE OF CLASS             OUTSTANDING          IN DEFAULT BY TRUSTEE                    IN COL. C


     Not Applicable - see answer to Item 13.

                                       4


Item 11.  Ownership  or holdings by the  trustee of any  securities  of a person
owning 50  percent  or more of the  voting  securities  of the  obligor.  If the
trustee owns  beneficially  or holds as collateral  security for  obligations in
default any securities of a person who, to the knowledge of the trustee, owns 50
percent or more of the voting  securities of the obligor,  furnish the following
information  as to each class of  securities  of such person any of which are so
owned or held by the trustee:

     As of August 20, 2002 (Insert date within 31 days).


                                                                                    
                                                    COL. C                                   COL. D
                                                    AMOUNT OWNED BENEFICIALLY                PERCENT OF CLASS
COL. A                         COL. B               OR HELD AS COLLATERAL                    REPRESENTED BY
TITLE OF ISSUER                AMOUNT               SECURITY FOR OBLIGATIONS                 AMOUNT GIVEN
AND TITLE OF CLASS             OUTSTANDING          IN DEFAULT BY TRUSTEE                    IN COL. C


     Not Applicable - See answer to Item 13.

Item 12.  INDEBTEDNESS  OF THE  OBLIGOR TO THE  TRUSTEE.  Except as noted in the
instructions,  if the obligor is indebted to the trustee,  furnish the following
information:

     As of August 20, 2002 (Insert date within 31 days).

COL. A                         COL. B                        COL. C
NATURE OF INDEBTEDNESS         AMOUNT OUTSTANDING            DATE DUE

     Not Applicable - See answer to Item 13.

Item 13. Defaults by the Obligor.

     a.  State  whether  there  is or has been a  default  with  respect  to the
securities under this indenture. Explain the nature of any such default.

     None.

     b. If the  trustee is a trustee  under  another  indenture  under which any
other  securities,  or  certificates of interest or  participation  in any other
securities,  of the  obligor  are  outstanding,  or is trustee for more than one
outstanding  series of securities  under the indenture,  state whether there has
been a default  under any such  indenture or series,  identify the  indenture or
series affected, and explain the nature of any such default.

     None.


Item 14. AFFILIATIONS WITH THE UNDERWRITERS.  If any underwriter is an affiliate
of the trustee, describe each such affiliation.

     Not Applicable.

                                       5



Item 15.  FOREIGN  TRUSTEE.  Identify  the order or rule  pursuant  to which the
foreign trustee is authorized to act as sole trustee under indentures  qualified
or to be qualified under the Act.

     Not Applicable.


Item 16.  LIST OF  EXHIBITS.  List  below all  exhibits  filed as a part of this
statement of eligibility.

          1.  Articles of  Association  of First Union  National  Bank as now in
     effect.*

          2. Certificate of Authority of the trustee to commence business.*

          3. Copy of the  authorization  of the  trustee to  exercise  corporate
     trust powers.*

          4. Existing bylaws of the trustee.*

          5. Not Applicable.

          6. The consent of the trustee required by Section 321(b) of the Act.

          7. A copy of the latest  report of condition of the trustee  published
     pursuant  to law or  the  requirements  of  its  supervising  or  examining
     authority.**

          8. Not Applicable.

          9. Not Applicable.

- ------------------------

     *  Previously  filed with the  Securities  and  Exchange  Commission  as an
Exhibit to Form T-1 in connection with  Registration  Statement Number 033-54465
incorporated herein by reference.


     ** This report is available over the Internet at the website of the Federal
Deposit   Insurance   Corporation  and  this  report  as  therein  contained  is
incorporated    herein   by    reference.    This    website   is   located   at
HTTP://WWW3.FDIC.GOV/IDASP/MAIN.ASP.  ONCE AT THAT  ADDRESS,  TYPE IN  "WACHOVIA
CORPORATION" AT THE FIELD ENTITLED  "INSTITUTION  NAME" THEN CLICK ON THE "FIND"
FIELD  ABOVE  WHERE  THE NAME OF THE BANK  HAS BEEN  TYPED IN THEN  CLICK ON THE
CERTIFICATE  NUMBER  FOR  WACHOVIA  CORPORATION  (1073551)  THEN  CLICK  ON  THE
"GENERATE REPORT" FIELD.


                                       6


                                     NOTES:

     Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank holding
company;  all of the  voting  securities  of the  trustee  are held by  Wachovia
Corporation.











                                    SIGNATURE

     Pursuant  to the  requirements  of the  Trust  Indenture  Act of  1939  the
trustee,  Wachovia Bank,  National  Association,  a national banking association
organized and existing under the laws of the United States of America,  has duly
caused  this  statement  of  eligibility  to be  signed  on  its  behalf  by the
undersigned,  thereunto duly  authorized,  all in the city of Houston,  State of
Texas, on the 20th day of August, 2002.


                                 WACHOVIA BANK, NATIONAL ASSOCIATION
                                             (Trustee)


                                 By:  /s/ R. Douglas Milner
                                    --------------------------------------------
                                      R. Douglas Milner, Vice President
                                      (Name and Title)


                                       7


                                    EXHIBIT 6


     Wachovia  Bank,  National  Association,  pursuant  to the  requirements  of
Section  321(b) of the Trust  Indenture  Act of 1939,  as amended (the "Act") in
connection  with the  proposed  issuance  by  Sysco  International,  Co.  Notes,
consents that reports of examination by federal, state, territorial, or district
authorities may be furnished by such  authorities to the Securities and Exchange
Commission upon request therefor, as contemplated by Section 321(b) of the Act.

Dated: August 20, 2002

                                 WACHOVIA BANK, NATIONAL ASSOCIATION



                                 By:   /s/  R. Douglas Milner
                                    --------------------------------------------
                                     R. Douglas Milner, Vice President



                                       8


1501342v1