No. 1-1183

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

                                  ANNUAL REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 25, 1999

                                  PepsiCo, Inc.
                         Incorporated in North Carolina
                             700 Anderson Hill Road
                          Purchase, New York 10577-1444
                                 (914) 253-2000


                                   13-1584302
                      (I.R.S. Employer Identification No.)
                            -------------------------
                 Securities registered pursuant to Section 12(b)
                     of the Securities Exchange Act of 1934:


                                                Name of Each Exchange
          Title of Each Class                    on Which Registered
          -------------------                    ---------------------
 Capital Stock, par value 1-2/3 cents          New York and Chicago Stock
             per share                               Exchanges

     Securities  registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934: None

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The number of shares of PepsiCo  Capital Stock  outstanding as of March 10,
2000 was 1,443,515,702. The aggregate market value of PepsiCo Capital Stock held
by nonaffiliates of PepsiCo as of March 10, 2000 was $44,309,988,968.


Documents of Which Portions            Parts of Form 10-K into Which  Portion of
Are Incorporated by Reference                   Documents Are Incorporated
- -------------------------------                 ---------------------------
Proxy Statement for PepsiCo's                             III
May 3, 2000 Annual Meeting of
       Shareholders





                                Explanatory Note

     PepsiCo,  Inc.'s Form 10-K for the year ended  December 25, 1999,  filed on
March 21, 2000, is hereby amended by amending  Exhibit 23 thereof to read as set
forth below.


                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
PepsiCo  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized.

Dated:  March 23, 2000


                                          PepsiCo, Inc.


                                  By:     /S/ ROBERT F. SHARPE, JR.
                                          Robert F. Sharpe, Jr.
                                          Senior Vice President, Public Affairs,
                                          General Counsel and Secretary