Title: Power of Attorney - Sharon P. Rockefeller

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

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(Print or Type Responses) | |

1. Name and Address of Reporting Person*

Rockefeller                    Sharon                       Percy

2. Issuer Name and Ticker or Trading Symbol

PepsiCo, Inc.           (PEP)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

      x Director              o 10% Owner
      o Officer                o Other (specify below)
          (give title below)

(Last)                    (First)                   (Middle)

2121 Park Road, N.W.

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

4. Statement for Month/Day/Year

10/01/2002

(Street)

Washington                           DC                      20010

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 | | | | | | | | 44,900.00 | D |
PepsiCo, Inc. Common Stock | | | | | | | | 175.00 | I | By a child
 
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

Stock Option Grant
(right to buy)

$37.50

10/1/2002

A

6,667.00

10/01/02

09/30/12

PepsiCo, Inc. Common Stock

6,667.00

6,667.00

D

Explanation of Responses:
/s/ Thomas H. Tamoney, Jr. | | October 2, 2002

Thomas H. Tamoney, Jr.
Attorney-in-fact

** 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.

POWER OF ATTORNEY
        Know all by these presents, that the undersigned hereby constitutes and appoints each of David R. Andrews, Thomas H. Tamoney, Jr., signing singly, the undersigned's true and lawful attorney-in-fact to:
| | (1) | execute for and on behalf of the undersigned, in the undersigned's capacity as an Executive Officer of PepsiCo, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
| | (2) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
| | (3) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. 
        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. 
        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7^th day of March, 2002. 

/s/  Sharon P. Rockefeller
Sharon P. Rockefeller