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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                  SCHEDULE TO/A
            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 2)

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                               GUEST SUPPLY, INC.
                            (Name of Subject Company)

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                     SYSCO FOOD SERVICES OF NEW JERSEY, INC.
                                SYSCO CORPORATION
                      (Names of Filing Persons -- Offerors)

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COMMON STOCK, NO PAR VALUE                             401630 10 8
(TITLE OF CLASS OF SECURITIES)             (CUSIP Number of Class of Securities)

                            MICHAEL C. NICHOLS, ESQ.
             VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY
                                SYSCO CORPORATION
                              1390 ENCLAVE PARKWAY
                              HOUSTON, TEXAS 77077
                                 (281) 584-1390
                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Person)

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                                   COPIES TO:

                           B. JOSEPH ALLEY, JR., ESQ.
                            ARNALL GOLDEN GREGORY LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                              ATLANTA, GEORGE 30309
                                 (404) 873-8500

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[  ]  Check  the  box  if  the   filing   relates   solely  to   preliminary
      communications made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[   ]  issuer tender offer subject to Rule 13e-4.

[   ]  going-private transaction subject to Rule 13e-3.

[   ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]





         This Amendment No. 2 amends and  supplements the Tender Offer Statement
on  Schedule  TO (the  "Schedule  TO"),  filed  on  February  5,  2001 by  Sysco
Corporation,  a Delaware corporation  ("SYSCO"),  and Sysco Food Services of New
Jersey,  Inc.,  a Delaware  corporation  ("SFS New  Jersey")  and a wholly owned
subsidiary of SYSCO  relating to the offer by SFS New Jersey to exchange  shares
of common stock,  par value $1.00 per share (the "SYSCO  Shares"),  of SYSCO for
the  outstanding  shares  of  common  stock,  no par value  (the  "Guest  Supply
Shares"),  of Guest Supply,  Inc., a New Jersey  corporation  ("Guest  Supply"),
based on an exchange  ratio  described in the Schedule TO and upon the terms and
subject  to  the  adjustments  and  conditions  set  forth  in  the  preliminary
prospectus dated February 5, 2001 (the  "Prospectus")  and in the related Letter
of  Transmittal,  copies of which are  attached  to the  Schedule TO as exhibits
(a)(1) and (a)(2) and which are hereby incorporated by reference herein.

ITEM 4. TERMS OF THE TRANSACTION.

         Item  4  is  amended  and   supplemented   to  include  the   following
information:

         SYSCO has elected to provide a subsequent offering period in connection
with its exchange offer for shares of Guest Supply, Inc. The subsequent offering
period will begin on the next  business  day  following  the  expiration  of the
initial  offering and will expire at 11:59 p.m.  (EST) on the fifth business day
following the expiration of the initial offering  period,  unless the subsequent
offering period is extended.  The initial offering period is scheduled to expire
at 11:59 p.m. (EST) on Monday, March 5, 2001, subject to extension. If all offer
conditions are satisfied or waived in the initial  offering  period,  SYSCO will
immediately  accept  for  exchange  all  shares  validly  tendered  prior to the
expiration date of the initial offering period.  During the subsequent  offering
period, SYSCO will accept and pay for all validly tendered shares when tendered.
The same  price  paid to Guest  Supply  stockholders  at the  conclusion  of the
initial  offering  period will be paid during the  subsequent  offering  period.
Shares tendered during the subsequent offering period may not be withdrawn.


ITEM 12. EXHIBITS.

         Item 12 of the  Schedule  TO is  hereby  amended  and  supplemented  to
include the following exhibit:

          (a)(9) Press release issued by Sysco Corporation on February 26, 2001.






                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: February 26, 2001                 SYSCO FOOD SERVICES OF NEW JERSEY, INC.

                                             By:   /s/ Michael C. Nichols
                                                     ---------------------------
                                                       Name: Michael C. Nichols
                                                       Title:  President

                                                     SYSCO CORPORATION

                                             By: /s/ Michael C. Nichols
                                                     ---------------------------
                                                       Name: Michael C. Nichols
                                                       Title:  Vice President
                                                            and General Counsel