Prospectus Supplement No. 3

File No. 33-54733
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)

(To Prospectus dated July 26, 1994)


PepsiCo, Inc.

(Par Value 1–2/3 Cents per Share)
Available to be Resold

        The following information updates and supplements the prospectus dated July 26, 1994 (the “Prospectus”) covering affiliate reoffers and resales of PepsiCo, Inc. Common Stock, par value 1–2/3 cents per share, which were acquired under PepsiCo’s 1969 or 1975 Stock Option Plans, 1972 Performance Share Plan, as amended, or 1979 Incentive Plan; or which were or are expected to be acquired under PepsiCo’s 1987 Incentive Plan or 1994 Long-Term Incentive Plan. Such Prospectus was filed with the Securities and Exchange Commission as part of Registration No. 33-54733.

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


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

Shares of
Common Stock
Subject to Right to
Acquire Prior to
October 29, 2003

David R. Andrews
   Senior Vice President, Government
   Affairs, General Counsel and Secretary

36,000 0 36,000

Peter A. Bridgman
   Senior Vice President and Controller;
   Senior Vice President and Controller,
   The Pepsi Bottling Group, Inc.

105,561 3,056 105,561

Abelardo E. Bru
   President and Chief Executive Officer,
   Frito-Lay North America

1,006,122 4,443 1,006,122

Roger A. Enrico
   Director; Vice Chairman;
   Chairman and Chief
   Executive Officer

4,013,235 50,095 4,005,142

Matthew M. McKenna
   Senior Vice President of Finance;
   Senior Vice President and Treasurer

360,214 564 360,214

Margaret D. Moore
   Senior Vice President, Human
   Resources; Senior Vice President and
   Treasurer, The Pepsi Bottling Group,

291,370 27,759 281,870

Indra K. Nooyi
   Director; President and Chief Financial
   Officer; Senior Vice President and
   Chief Financial Officer; Senior Vice
   President, Corporate Strategy and

716,806 1,275 716,806

Lionel L. Nowell, III
   Senior Vice President and Treasurer;
   Executive Vice President and Chief
   Financial Officer, The Pepsi Bottling
   Group, Inc.; Senior Vice President and

305,504 423 305,504

Rogelio Rebolledo
   President and Chief Executive Officer,
   Frito-Lay International; President and
   Chief Executive Officer, Frito-Lay
   Latin America, Asia Pacific and
   Australia Regions; Chief Operating
   Officer, PepsiCo Foods International

973,151 36 973,151

Steven S Reinemund
   Director; Chairman and Chief
   Executive Officer; President and
   Chief Operating Officer; Chairman
   and Chief Executive Officer, The Frito-
   Lay Company

1,581,643 11,273 1,577,381

Gary M. Rodkin
   President and Chief Executive Officer,
   PepsiCo Beverages and Foods North
   America; Chief Executive Officer,
   Pepsi-Cola North America

695,624 3,761 695,624

Peter M. Thompson
   President and Chief Executive Officer,
   PepsiCo Beverages International;
   President and Chief Executive Officer,
   Pepsi-Cola International

1,122,905 23,757 1,122,905

Karl M. von der Heyden
   Director; Vice Chairman;
   Chief Financial Officer

581,284 40,000 581,284

October 30, 2002

The address for each Selling Stockholder is c/o PepsiCo, Inc., 700 Anderson Hill Road,
Purchase, New York 10577