8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

July 31, 2002  (July 24, 2002)
____________________________________
Date of Report (Date of earliest event reported)

PepsiCo, Inc.
_______________________________________
(Exact name of registrant as specified in its charter

North Carolina
__________________________________
(State or other jurisdiction of incorporation)

1-1183
(Commission File Number) 13-1584302
(IRS Employer Identification No.)

700 Anderson Hill Road, Purchase, New York 10577
_____________________________________
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (914) 253-2000

Item 5.	Other Events
	On July 24, 2002, PepsiCo, Inc. submitted to the Securities and Exchange Commission the Statements under Oath of the Principal Executive Officer and the Principal Financial Officer in accordance with the SEC’s June 27, 2002 Order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934.
	The information in Exhibit 99.1 and Exhibit 99.2 are incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)   Exhibits

99.1 Statement Under Oath of Principal Executive Officer of PepsiCo, Inc.
Regarding Facts and Circumstances Relating to Exchange Act Filings.

99.2 Statement Under Oath of Principal Financial Officer of PepsiCo, Inc.
Regarding Facts and Circumstances Relating to Exchange Act Filings.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 31, 2002 PepsiCo, Inc.

By:	/S/ THOMAS H. TAMONEY, JR.
	Thomas H. Tamoney, Jr.
	Vice President and Associate General Counsel

INDEX TO EXHIBITS

Exhibit Number Description

99.1	Statement Under Oath of Principal Executive Officer of PepsiCo, Inc. Regarding Facts and Circumstanced Relating to Exchange Act Filings.
99.2	Statement Under Oath of Principal Financial Officer of PepsiCo, Inc. Regarding Facts and Circumstanced Relating to Exchange Act Filings.

EX-99.1

Statement Under Oath of Principal Executive Officer of PepsiCo, Inc.
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Steven S Reinemund, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports (as defined below) of PepsiCo, Inc., and, except as corrected or supplemented in a subsequent covered report:

• No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with PepsiCo's Audit Committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement is a “covered report”:

• Annual Report on Form 10-K for the fiscal year ended December 29, 2001 of PepsiCo, Inc.

• All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PepsiCo, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• Any amendments to the foregoing.

Dated: July 24, 2002

/s/ Steven S Reinemund
Name: Steven S Reinemund
Title: Chief Executive Officer

Subscribed and sworn to before me
this 24th day of July, 2002.

/s/ Cathleen Gold
Notary Public, State of New York
No. 5005541
Qualified in Westchester County
My Commission Expires Dec. 14, 2002

EX-99.2

Statement Under Oath of Principal Financial Officer of PepsiCo, Inc.
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Indra K. Nooyi, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports (as defined below) of PepsiCo, Inc., and, except as corrected or supplemented in a subsequent covered report:

• No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with PepsiCo's Audit Committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement is a “covered report”:

• Annual Report on Form 10-K for the fiscal year ended December 29, 2001 of PepsiCo, Inc.

• All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PepsiCo, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• Any amendments to the foregoing.

Dated: July 24, 2002

/s/ Indra K. Nooyi
Name: Indra K. Nooyi
Title: President and Chief Financial Officer

Subscribed and sworn to before me
this 24th day of July, 2002.

/s/ Cathleen Gold
Notary Public, State of New York
No. 5005541
Qualified in Westchester County
My Commission Expires Dec. 14, 2002