Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND

CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Joseph J. Duncan, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of The Pantry, 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 the The Pantry, Inc.’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 of The Pantry, Inc. on Form 10-K for the fiscal year ended September 27, 2001;

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

· any amendments to any of the foregoing.

/s/    JOSEPH J. DUNCAN         

Joseph J. Duncan

Vice President of Finance,

Corporate Controller and

Acting Chief Financial Officer

August 12, 2002

Subscribed and sworn to before

me this 12^th day of August 2002

        /s/    TINA BRELAND        

Notary Public

My Commission Expires:

March 10, 2004