FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).		OMB Number:     3235-0287 Expires:    January 31, 2005 Estimated average burden hours per response.........0.5
(Print or Type Responses)

1. Name and Address of Reporting Person* Rodkin                    Gary                       M.	2. Issuer Name and Ticker or Trading Symbol PepsiCo, Inc.           (PEP)						6. Relationship of Reporting Person(s) to Issuer (Check all applicable)       o Director              o 10% Owner       x Officer                o Other (specify below)           (give title below)         President and Chief Executive Officer,      PepsiCo Beverages and Foods North America
(Last)                    (First)                   (Middle) 700 Anderson Hill Road	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)			4. Statement for Month/Day/Year 02/01/2003
(Street) Purchase                           NY                      10577				5. If Amendment, Date of Original (Month/Day/Year)			7. Individual or Joint/Group Filing (Check Applicable Line)      x Form filed by One Reporting Person      o Form filed by More than One Reporting Person
(City)                      (State)                    (Zip)	Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Trans- action Date  (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/ Day/Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
PepsiCo, Inc. Common Stock								3,755.72 (1)	I	By 401(k)

FORM 4 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/Year)

3A. Deemed Execution Date, if any, (Month/ Day/Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securites Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Trans- action(s) (Instr. 4)

10. Owner- ship Form of Derivative Securities: Direct(D) or Indirect(I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Excer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$39.75

2/1/2003

A

186,932.00

02/01/06

01/31/13

PepsiCo, Inc. Common Stock

186,932.00

186,932.00

D

Phantom Stock Units

1-for-1

1/2/2003

A

V

143.94 (2)

Immediately

(3)

PepsiCo, Inc. Common Stock

143.94

$43.10

42,046.54

D

Explanation of Responses:
1. Shares held in PepsiCo Common Stock Fund reflect unit accounting. To provide liquidity in this fund, a portion of these units, which varies daily but averages approx. 3%, represents cash. Information reflects share value on 12/27/02.
2. This amount relates to dividends credited to the reporting person's phantom stock account.
3. The phantom stock units will be settled in cash installments on 1/1/12, 1/1/13 and 1/1/14, pursuant to elections made by the reporting person.

/s/ Gary M. Rodkin	February 3, 2003
Gary M. Rodkin ** Signature of Reporting Person	Date

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.