Prospectus Supplement No. 1

File No. 333-66632
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)



PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated October 15, 2001)



4,134,500 Shares


PepsiCo, Inc.

COMMON STOCK
(Par Value 1-2/3 Cents per Share)
Available to be Resold


        The following information updates and supplements the prospectus dated October 15, 2001 (the “Prospectus”) covering affiliate reoffers and resales of PepsiCo, Inc. Common Stock, par value 1-2/3 cents per share, which were acquired under The Quaker Long Term Incentive Plan of 1990, The Quaker Long Term Incentive Plan of 1999 or The Quaker Oats Company Stock Option Plan for Outside Directors. Such Prospectus was filed with the Securities and Exchange Commission as part of Post-Effective Amendment No. 1 to Registration No. 333-66632. The address for the Selling Stockholder is c/o PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577.

        The “Selling Stockholder” information is updated and restated in its entirety as follows:

STOCKHOLDER ELIGIBLE TO RESELL






Name and Material Relationships with
PepsiCo Since October 1999  
Shares of
Common Stock
Available to be
Resold (whether
or not there is a
present intent
to do so)    


Shares of
Common
Stock
Beneficially
Owned     


Shares of
Common Stock
Subject to Right to
Acquire Prior to
October 8, 2003


Robert S. Morrison
   Vice Chairman; Director; Chairman,
   PepsiCo Beverages and Foods North
   America; President and Chief
   Executive Officer, The Quaker Oats
   Company


4,134,500 351,407 4,134,500

October 8, 2002