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. 1)

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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. 1 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.


ITEM 12. EXHIBITS.

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

     (a)(8) Press release issued by Sysco Corporation on February 5, 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 5, 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


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