EXHIBIT 23
Report and Consent of Independent Auditors
The Board of Directors
PepsiCo, Inc.
The audits referred to in our report dated February 1, 1999, except as to Note
18, which is as of March 8, 1999, included the related financial statement
schedule as of December 26, 1998, and for each of the years in the three-year
period ended December 26, 1998 listed in the accompanying index at Item 14(a)2.
The financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
We consent to the use of our reports included herein (or incorporated herein by
reference) in the following Registration Statements on:
Description Registration
----------- Statement Number
----------------
Form S-3
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PepsiCo SharePower Stock Option Plan for PCDC
Employees 33-42121
$32,500,000 Puerto Rico Industrial, Medical and
Environmental Pollution Control Facilities
Financing Authority Adjustable Rate Industrial
Revenue Bonds 33-53232
Extension of the PepsiCo SharePower Stock Option
Plan to Employees of Snack Ventures Europe, a
joint venture between PepsiCo Foods International
and General Mills, Inc. 33-50685
$4,587,000,000 Debt Securities and Warrants 33-64243
Form S-8
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PepsiCo SharePower Stock Option Plan 33-35602,
33-42058,33-29037,
33-54731 & 33-51496,
33-66150
1988 Director Stock Plan 33-22970
1979 Incentive Plan and the 1987 Incentive Plan 33-19539
1994 Long-Term Incentive Plan 33-54733
1995 Stock Option Incentive Plan 33-61731 &
333-09363
1979 Incentive Plan 2-65410
PepsiCo, Inc. Long Term Savings Program 2-82645,33-51514
& 33-60965
/s/ KPMG LLP
New York, New York
March 24, 1999