File No. 333-109509
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)

(To Prospectus dated October 6, 2003)


PepsiCo, Inc.

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

        The following information updates and supplements the prospectus dated October 6, 2003 (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 1987 Incentive Plan, 1994 Long-Term Incentive Plan, 2003 Long-Term Incentive Plan and the Director Stock Plan. Such Prospectus was filed with the Securities and Exchange Commission as part of Registration No. 333-109509.

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


Name and Material Relationships with
PepsiCo Since September 2001
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
September 30, 2005

John F. Akers

66,711 25,011 66,711

Robert E. Allen

46,997 7,136 46,997

Peter A. Bridgman
   Senior Vice President and Controller

192,333 8,166 187,394

Abelardo E. Bru
   Vice Chairman;
   Chairman and Chief Executive
   Officer, Frito-Lay North America

1,028,114 4,976 1,028,114

Ray L. Hunt

65,911 24,500 65,911

Arthur C. Martinez

23,645 2,000 23,645

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

451,808 1,376 451,808

Margaret D. Moore
   Senior Vice President, Human

423,300 37,111 406,933

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

830,467 13,549 818,809

Lionel L. Nowell, III
   Senior Vice President and Treasurer

443,523 479 443,523

Franklin D. Raines

29,504 1,000 29,504

Steven S Reinemund
   Director; Chairman and Chief
   Executive Officer

3,334,619 108,843 3,232,328

Sharon Percy Rockefeller

38,508 44,865 38,508

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

893,783 3,943 893,783

Irene B. Rosenfeld
   Chairman and Chief Executive
   Officer; Frito-Lay

20,000 52 20,000

James J. Schiro

11,377 2,085 10,377

Franklin A. Thomas

42,883 1,000 42,883

Larry D. Thompson
   Senior Vice President, Government
   Affairs, General Counsel and

0 0 0

Cynthia M. Trudell

26,866 0 26,866

Solomon D. Trujillo

37,762 4,000 37,762

Daniel Vasella

15,584 5,167 10,417

Michael D. White
   Chairman and Chief Executive
   Officer, PepsiCo International;
   President and Chief Executive
   Officer, Frito-Lays's
   Europe/Africa/Middle East Division

905,736 35,066 884,843
*Includes the shares in PepsiCo's 401(k) Plan as of November 18, 2004.

November 30, 2004

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