“RESOLVED: That the shareholders of PepsiCo recommend that the Board take the necessary steps to rotate PepsiCo’s annual meeting each year between cities where PepsiCo, Frito-Lay and/or Pepsi-Cola have a significant presence and/or a large concentration of shareowners, in cities such as Chicago, San Francisco, Washington, D.C. and Miami.

        REASONS: Many major corporations such as Great Atlantic Pacific, IBM, GE, AT&T, Xerox, Verizon and many others rotate on a regular basis. Chrysler, Ford and GM ALL have adopted OUR resolution to rotate their annual meetings. The Company has only been rotating between its Purchase, NY headquarters and Plano, TX.

        Owners in other parts of the country also should have the opportunity to meet officers and directors of the Company.

        If you AGREE, please mark your proxy FOR this resolution."

        Response:

        Decisions concerning the rotation of the Company’s Annual Shareholders’ meetings between major cities involve a balancing of the benefits of providing new groups of shareholders first hand access to company management and information against the costs and management time involved. We believe that PepsiCo’s web site (http://www.pepsico.com) and other shareholder communications provide excellent shareholder access to information and that holding shareholders’ meetings in various cities adds very little to shareholder access, and then only for a few hundred shareholders. In addition, renting space for shareholders’ meetings in cities where we do not have major facilities, and flying management and support personnel there, is very costly. As a result, we do not believe that the proposed rotation of meetings is cost effective or the best use of management resources.

        PepsiCo does, however, intend to continue to rotate its meetings to locations, such as Plano, Texas and Bradenton, Florida, where it has a division headquarters and large employee base.

        A similar proposal by Mrs. Davis was overwhelmingly defeated in 1998.

        The Board of Directors recommends that shareholders vote AGAINST this resolution.

Genetically Engineered Foods (Proxy Item No. 4)

        Robert and Joann Del Re, c/o Harrington Investments, Inc., 1001 Second Street, Suite 325, Napa, CA 94559, who jointly own 400 shares of PepsiCo Capital Stock, have submitted, along with other religious groups or institutions, the following resolution for the reasons stated:

                "WHEREAS: International markets for genetically engineered (GE) foods are threatened by extensive resistance:

• Europe's larger food retailers, including Tesco, Sainsbury Group, Carrefour, and Rewe, have committed to removing GE ingredients from their store-brand products as have U.S. retailers Whole Foods Market, Wild Oats Markets, and Genuardi's Family Markets;
  

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• In the UK, three fast-food giants--McDonald’s, Burger King, and Kentucky Fried Chicken--are eliminating GE soy and corn ingredients from their menus;
  
• McCain Foods of Canada, the world’s largest potato and frozen French fry processor, announced it would no longer accept genetically engineered Bt potatoes for their brand-name products (11/99);
  
• Gerber Products Co. announced in July 1999 that it would not allow GE corn or soybeans in any of their baby foods;
  
• Frito-Lay, a division of PepsiCo, asked farmers that supply corn for Frito-Lay chips to provide only non-genetically engineered corn (1/2000);
  
• Philip Morris' Kraft Foods had to recall 2.5 million taco shells containing GE corn not approved for human consumption (9/2000);
  
• Once in effect, the Biosafety Protocol, approved by representatives of more than 130 countries (1/2000), will require that genetically engineered organisms (GEOs) intended for food, feed and processing must be labeled “may contain” GEOs, and countries can decide whether to import those commodities based on a scientific risk assessment.

There is scientific concern that genetically engineered agricultural products may be harmful to humans, animals, or the environment:

• The U.S.D.A. has acknowledged (7/13/99) the need to develop a comprehensive approach to evaluating long-term and secondary effects of GE products;
  
• Some GE crops have been engineered to have higher levels of toxins, such as Bacillus thuringiensis (Bt), to make them insect-resistant;
  
• Research showed that Bt crops are building up Bt toxins in the soil, thereby disturbing soil ecology and impacting beneficial organisms and insects (12/1999, 5/2000);
  
• The National Academy of Sciences report, Genetically Modified Pest-Protected Plants, recommends development of improved methods for identifying potential allergens in genetically engineered pest-protected plants. The report found the potential for gaps in regulatory coverage (4/2000).

In the U.S., we have a long tradition of citizens' `right to know'; as expressed in laws requiring nutritional labeling of foods;

• Nineteen polls in the U.S. show that 75-95% of people surveyed want GE food to be labeled as such;
  
• GE crops may incorporate genes from animal species. Individuals wishing to avoid them for religious or ethical reasons cannot unless they are labeled;
  
• The European Union requires labeling of GE foods, and labeling has been proposed by governmental authorities in Japan, New Zealand, South Korea and Australia.

                RESOLVED:     Shareholders request the Board of Directors to adopt a policy of labeling and identifying all products sold or manufactured by the company that may contain genetically engineered crops, organisms, or products thereof, where feasible, unless long-term safety testing has shown that they are not harmful to humans, animals and the environment; and reporting to the shareholders by August 2001."

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        Response:

        The U.S. Food and Drug Administration (FDA) and the U.S. Department of Agriculture (USDA) have determined that currently approved foods derived from modern biotechnology are as safe as conventional foods. The FDA also has decided that no special labeling is required for foods that are substantially equivalent to their traditional counterparts. Only foods that contain allergens or changes in nutritional composition require labeling. None of our products or ingredients fall into either category. The FDA labeling policy is based on differences in the foods themselves, rather than how they are grown.

        Furthermore, in the United States, the current system for distributing agricultural commodities makes it difficult, if not impossible, for food manufacturers to be certain whether or to what degree their ingredients have been enhanced through biotechnology.

        The FDA continues to review the safety of foods, including those derived through biotechnology. PepsiCo is committed to using only safe and approved ingredients in its products and all of our products worldwide comply with national food laws and labeling regulations. In view of PepsiCo’s alignment with the current policies of U.S. regulatory bodies on this matter, it would be inappropriate and costly for PepsiCo to label products based on the possibility that they contain ingredients in which biotechnology may have been employed, or to commit to removing any such ingredients from its products.

        Last year a similar proposal was overwhelmingly defeated.

        The Board of Directors recommends that shareholders vote AGAINST this resolution.

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Shareholder Approval of Executive Severance in Excess of $3 million (Proxy Item No. 5)

        The Teamster Affiliates Pension Plan, 25 Louisiana Ave., N.W., Washington, D.C. 20001, which owns 101,900 shares of PepsiCo Capital Stock, has submitted the following resolution for the reasons stated:

        “RESOLVED, Shareholders urge that the Board of Directors adopt a policy that executive officer severance pay of over $3 million must be approved by the shareholders as a separate issue for vote at the annual shareholders meeting, and no future employment contracts will be entered into which include severance clauses of more than $3 million, without shareholder approval. Such a policy would be phased in and will not affect current contractual agreements.

        SUPPORTING STATEMENT:     Recent outcry against excessive executive compensation has included criticism of companies, which have awarded overly generous severance packages. When Disney awarded Michael Ovitz $70 million in cash and options as severance for 16 months’ service, for example, shareholders expressed outrage.

        Disney is not alone in granting excessive severance compensation. Union Pacific granted a special $4 million bonus to Drew Lewis upon his retirement; Electronic Data Systems negotiated a $35 million termination agreement with Lester Alberthal; and, this year Procter and Gamble granted $9.5 million to retiring Chairman Dick Jager. Also in 2000, McKesson HBOC paid ousted CEO Mark Pulido $1.9 million and guaranteed him that salary through the year 2004. Pulido even received an $853,000 bonus in 2000.

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        When Chairman Enrico cut his pay to $1 per year, in favor of performance based compensation, PepsiCo shareholders cheered. By placing severance packages in the hands of the shareholders, PepsiCo can continue to be a leader in reasonable executive compensation and ensure shareholder confidence.

        For all of these reasons we urge you to vote FOR this proposal."

        Response:

        PepsiCo does not have any employment or severance agreements with its executive officers, and we do not believe it has granted excessive executive severance compensation to any departing executive. However, PepsiCo does not agree with this proposal. We believe that executive severance arrangements in special situations, such as mergers or reorganizations, are often in shareholders' best interests, and should not be unduly restricted.

        The Board of Directors recommends that shareholders vote AGAINST this resolution.

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Recycling Proposal (Proxy Item No. 6)

        Walden Asset Management, 40 Court Street, Boston, MA, 02108, which owns 4,100 shares of PepsiCo Capital Stock, has submitted, along with other religious groups or institutions, the following resolution for the reasons stated:

        “WHEREAS,    PepsiCo has repeatedly emphasized its commitment to environmental leadership, and its brand value depends on excellence.

        Yet PepsiCo has no comprehensive recycling strategy that includes quantitative goals for boosting the recycled content in its U.S. beverage containers or for enhanced rates of beverage container recovery in the U.S.

        More than one-fourth of PepsiCo’s bottled products are bottled in plastic (polyethylene terephthalate or PET) beverage containers, yet PepsiCo’s plastic beverage containers in the U.S. contain no recycled content. This is not an environmentally sound and sustainable path. At the same time, our company’s major competitor uses at least 25 percent recycled-content plastic in its beverage containers sold in Australia, New Zealand, Switzerland and Sweden and some recycled content in the U.S. PepsiCo has the technological capability to utilize a similar level of recycled content.

        Other major beverage and consumer product companies, such as Procter & Gamble, use 25 percent recycled content in their containers (Plastics Recycling Update, 11/96 & 12/97; Plastics News, 11/3/97 & 5/13/00).

        WHEREAS, about half of PepsiCo’s beverage containers in the U.S. are being needlessly thrown in landfills, incinerated or littered and are therefore diverted from the national supply of recycled plastic.

        According to American Plastics Council data, the U.S. recycling rate for plastic soft drink containers declined from 53 percent in 1994 to 36 percent in 1999. Pepsi has actively lobbied against bottle container deposit systems (i.e. bottle bill legislation) that are the only proven method to increase recovery significantly, thereby increasing the supply of recycled content for beverage containers.

        Significant container recovery rates are possible. U.S. states with beverage container deposit systems have recovered three times as many bottles as states without deposits.

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In Germany and Sweden, beverage companies have achieved beverage container recovery rates of more than 80 percent.

        Recycled PET content can be less costly than its virgin counterpart if a greater supply of used containers is made available for recycling.

        WHEREAS, setting quantitative goals for boosting the recycled content in its beverage containers and for higher rates of beverage container recovery will constitute a significant step toward minimizing our company’s impact on the environment.

        BE IT RESOLVED,    that shareowners of PepsiCo request that the board of directors adopt a comprehensive recycling strategy. The strategy should aim to achieve, by January 1, 2005, a system-wide average of 25 percent recycled content in all plastic beverage containers, and a recovery rate of 80 percent for its beverage containers bottled in the United States. The board shall prepare a report for shareholders by October 1, 2001, on the company’s efforts and progress toward achieving this strategy.”

        Response:

        In 1999 the Company separated or sold all of its U.S. bottling businesses. As a result, we are unable to require our bottlers to use plastic containers with recycled content. Even if we were, such a requirement would not make economic sense. Current technology is such that it can cost significantly more to produce bottles with recycled content. Where our bottlers have used plastic bottles with recycled content in the past, even when heavily promoted, consumers did not respond in a way to justify the increased cost for bottles.

        Similarly, adoption of a strategy to achieve a recovery rate of 80 percent for our bottlers’ beverage containers in the U.S. is infeasible and contrary to shareholders’ best interests. Deposit systems, as advocated by the resolution, are costly to the bottlers, retailers and consumers and have only a minor impact on the overall environment. As an alternative, Pepsi-Cola has strongly supported comprehensive solid waste management through community curbside programs, which have a much broader and cost effective impact on the municipal solid waste stream.

        PepsiCo is justifiably proud of its environmental commitment. We design our packaging with the environment and recycling in mind, and we have been recognized by the Environmental Protection Agency for our waste reduction and development of light-weight containers. All of our soft drink containers are recyclable and, overall, soft drink containers are the most recycled containers in the U.S.

        The Board of Directors recommends that shareholders vote AGAINST this resolution.

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OTHER MATTERS

        The Board of Directors knows of no other matters to be brought before the Meeting. If matters other than the ones listed in this Proxy Statement arise at the Meeting, the persons named in the proxy will vote the shares represented by the proxy according to their judgment.

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QUORUM AND VOTING

        Quorum.      Under North Carolina law, abstentions and broker nonvotes are counted to determine whether a quorum is present at the Meeting. (Under New York Stock Exchange rules, a

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broker may, if the broker does not have instruction from a beneficial owner, vote shares on routine proposals. A broker does not have discretionary voting power with respect to nonroutine proposals, such as a merger. If the broker has not received voting instructions regarding nonroutine proposals from the beneficial owner, the broker cannot vote on those proposals. This is referred to as a broker nonvote.)

        Voting.      Any shareholder returning a proxy may revoke it by casting a ballot at the Meeting. Any proxy not revoked will be voted as specified by the shareholder. If no choice is indicated, a proxy will be voted in accordance with the Board of Directors’ recommendations.

        Under PepsiCo’s By-Laws, at all shareholder meetings, with a quorum present, matters shall be decided by the vote of the holders of a majority of the shares of Capital Stock present in person or by proxy and entitled to vote (except that Directors shall be elected by a majority of votes cast). Abstentions are not counted as “for” or “against” votes, but are counted in the total number of votes present and entitled to vote for passage of a proposal. This has the effect of requiring a higher vote for passage. Broker nonvotes are not shares entitled to vote, are not counted in the total number of votes, and have no effect on the outcome of voting.

        Participants cannot vote shares held in PepsiCo’s Employee Stock Ownership Plan (the “ESOP”) unless a proxy card is signed and returned. If cards representing shares held in the ESOP are not returned, the trustees will vote those shares in the same proportion as the shares for which signed cards are returned by other participants.

        Confidentiality.      PepsiCo’s policy is that proxies identifying individual shareholders are private except as necessary to determine compliance with law or assert or defend legal claims, or in a contested proxy solicitation, or in the event that a shareholder makes a written comment on a proxy card or an attachment to it. PepsiCo retains an independent organization to tabulate shareholder votes and certify voting results.

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YEAR 2002 SHAREHOLDERS' PROPOSALS

        PepsiCo welcomes comments or suggestions from its shareholders. If a shareholder wants to have a proposal formally considered at the 2002 Annual Shareholders’ Meeting, and included in the Proxy Statement for that Meeting, we must receive the proposal in writing on or before November 23, 2001. In addition, if a shareholder proposal is not received by us on or before February 1, 2002, under PepsiCo’s By-Laws it will not be considered or voted on at the Annual Meeting.

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GENERAL

        PepsiCo will pay the costs relating to this Proxy Statement, the proxy and the Annual Meeting.

        In addition to the solicitation of proxies by mail, PepsiCo intends to ask brokers and bank nominees to solicit proxies from their principals and will pay the brokers and bank nominees their expenses for the solicitation.

        To be sure that we have the necessary quorum to hold the Annual Meeting, PepsiCo has hired the firm of Georgeson Shareholder Communications Inc. to help in soliciting proxies by mail, telephone and personal interview for fees estimated at approximately $21,000.

        Employees of PepsiCo may also solicit proxies. They will not receive any additional pay for the solicitation.

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        The Annual Report to Shareholders for 2000 and financial statements were mailed with this Proxy Statement or were previously delivered to shareholders and are not part of the material for the solicitation of proxies. To reduce postage costs, we sent materials at bulk mail rates. If you have not received the Annual Report by the time you receive your Proxy Statement, please write or call PepsiCo’s Manager of Shareholder Relations, at PepsiCo, Inc., Purchase, NY 10577 or (914) 253-3055.

        Please complete, sign, and date the enclosed proxy card, which can be revoked by voting at the meeting, and mail it promptly in the enclosed postage-paid envelope.

By order of the Board of Directors,

                                  ROBERT F. SHARPE, JR.,
     Secretary

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Appendix A

Audit Committee Charter
(As amended effective April 1, 2000)

        The primary responsibilities of the Audit Committee of the Board of Directors are to:

• Monitor the Corporation’s financial reporting process and internal control system.
  
• Monitor the audit processes of the Corporation’s independent accountants and internal audit department.
  
• Provide an open avenue of communication among the Corporation’s independent accountants, financial and senior management, the internal auditing department, and the Board of Directors.

        The Audit Committee shall consist entirely of independent directors. Each member shall be free of any relationship that, in the judgment of the Board of Directors, would interfere with the exercise of his or her independent judgment. The members of the Committee shall also satisfy, in the judgment of the Board, the New York Stock Exchange’s financial qualification requirements.

        In fulfilling its responsibilities, the Committee shall:

1.

Review this Charter on an annual basis and update it as conditions dictate.

2.

Review with management the Corporation's annual financial statements, including significant changes in accounting principles or their application.

3.

Review with the independent accountants their audit report on the annual financial statements, including the application of the Corporation’s accounting principles; and discuss with the independent accountants and management their judgment as to the quality of the Corporation’s accounting principles.

4.

Based on the Committee’s review and discussion of the Corporation’s annual financial statements with management and the independent accountants, recommend to the Board that the annual financial statements be included in the Corporation’s 10-K Annual Report.

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5.

With respect to the independent accountants audit of the Corporation’s annual financial statements and review of its quarterly financial statements, discuss with the independent accountants those matters described in Statement on Auditing Standards 61, as amended from time to time.

6.

Review the audit plans and activities of the independent accountants and the internal auditors, and the coordination of their audit efforts.

7.

Recommend to the Board the selection or replacement of the independent accountants, taking into consideration independence and effectiveness. As part of such process, obtain from such accountants, and discuss with them, the disclosures regarding independence required by Independence Standards Board Standard No. 1, as amended or supplemented from time to time.

8.

Approve the fees paid to the independent accountants with respect to all services.

9.

Review and concur in the appointment or replacement of the director of internal auditing.

10.

Review with management, the independent accountants and internal auditor the adequacy of the Corporation’s internal controls and management’s responses with respect to recommendations for internal control improvements.

11.

Review the internal audit department's staffing, budget and responsibilities.

12.

Review with the internal auditor and independent accountants the results of their reviews of (a) officers’ expense accounts and use of corporate assets and (b) key employees’ compliance with the Corporation’s Code of Worldwide Business Conduct.

13.

Meet with the director of internal auditing and the independent accountants in separate executive sessions to discuss any matters which the Committee or these groups believe should be discussed privately with the Committee.

14.

Report Committee actions to the Board of Directors, with such recommendations as the Committee deems appropriate.

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15.

Report to stockholders in the Corporation's annual proxy statement on those matters required by Securities and Exchange Commission Rules.

16.

Conduct or authorize investigations into any matters within the Committee's scope of responsibilities.

17.

Consider such other matters with respect to the Corporation’s financial affairs, internal controls and the internal and external audits as the Committee may deem advisable.

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Appendix B - PROXY CARD

VOTE BY TELEPHONE OR INTERNET
24 HOURS A DAY, 7 DAYS A WEEK

TELEPHONE	INTERNET	MAIL
800-650-4886	http://proxy.shareholder.com/pep

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter your control number, located in the box below, and then follow the simple directions.

Use the Internet to vote your proxy. Have your proxy card in hand when you access the website. You will be prompted to enter your control number, located in the box below, to create an electronic ballot.

Mark, sign and date your proxy card and return it in the postage paid envelope we have provided.

Your telephone or Internet vote authorized the named proxies to vote your shares in the same manner as if you marked, signed and returned the proxy card.

If you have submitted your proxy by telephone or Internet there is no need for you to mail back your proxy.

March 23, 2001

Your proxy card is attached below.

Please read the enclosed proxy statement, then vote and return the card at your earliest convenience.

CALL TOLL-FREE TO VOTE – IT'S FAST AND CONVENIENT	CONTROL NUMBER FOR
800-650-4886	TELEPHONE OR INTERNET VOTING

V FOLD AND DETACH HERE V

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS NO.1 AND 2.	THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS NO. 3, 4, 5 AND 6.

1.   Election of Directors:		3. Shareholder Proposal (Proxy Statement p. 14)
Nominees	01 - J.F. Akers, 02 - R.E. Allen, 03 - R.A. Enrico
	04 - P. Foy, 05 - R.L. Hunt, 06 - A.C.Martinez,	FOR    /    /	AGAINST    /    /	ABSTAIN    /    /
	07 - J.J. Murphy, 08 - I.K. Nooyi,
	09 - F.D.Raines, 10 - S. S Reinemund,	4. Shareholder Proposal (Proxy Statement p. 15)
	11 - S.P. Rockefeller, 12 - F.A. Thomas,
	13 - C.M. Trudell and 14 - S.D. Trujillo	FOR    /    /	AGAINST    /    /	ABSTAIN    /    /

FOR all nominees/    /	WITHHOLD AUTHORITY to vote for all nominees   /    /	EXCEPTIONS    /    /	5. Shareholder Proposal (Proxy Statement p. 17)
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "EXCEPTIONS" box and write that nominee's name in the space provided below.)			FOR    /    /	AGAINST    /    /	ABSTAIN    /    /
* Exceptions_________________________________________
2. Approval of Auditors			6. Shareholder Proposal (Proxy Statement p. 18)
FOR    /    /	AGAINST    /    /	ABSTAIN    /    /	FOR    /    /	AGAINST    /    /	ABSTAIN    /    /

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Where no voting instructions are given, the shares represented by this Proxy will be VOTED FOR Items No.1 and 2 and VOTED AGAINST Items No. 3, 4, 5, and 6.

Change of Address and/or Comments Mark Here     /    /

I PLAN TO ATTEND MEETING. If you check this box to the right an admission card will be sent to you.    /    /

	Receipt is hereby acknowledged of the PepsiCo Notice of Meeting and Proxy Statement. IMPORTANT: Please sign exactly as your name or names appear on this Proxy. Where shares are held jointly, both holders should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If the holder is a corporation, execute in full corporate name by authorized officer.
	Dated:____________________________, 2001
	______________________________________________
	Signature
	______________________________________________
	Signature
(Please sign, date and return this proxy card in the enclosed envelope.)	Votes MUST be indicated (x) in black or blue ink.    /    /

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PEPSICO, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

MAY 2, 2001

This Proxy is Solicited on Behalf of PepsiCo's Board of Directors

                The undersigned hereby appoints Roger A. Enrico and Robert F. Sharpe, Jr., and each of them, proxies for th e undersigned, with full power of substitution, to vote all shares of PepsiCo, Inc. Capital Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of PepsiCo, Inc. in Plano, Texas, on Wednesday, May 2, 2001 at 10:00 A.M., or at any adjournment thereof, upon the matters set forth on the reverse side and described in the accompanying Proxy Statement and upon such other business as may properly come before the meeting or any adjournment thereof.

                Please mark this proxy as indicated on the reverse side to vote on any item. If you wish to vote in accordance with the Board of Directors' recommendations, please sign the reverse side; no boxes need to be checked.

(Continued and to be signed on other side)

PEPSICO, INC. P.O. BOX 11278 NEW YORK, N.Y. 10203-0278

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