PEPSICO INC
10-K/A, 2000-03-23
BEVERAGES
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                                                                      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


<PAGE>


                                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





                                                                     EXHIBIT 23

                         Consent of Independent Auditors

The Board of Directors
PepsiCo, Inc.


We consent to incorporation by reference in the registration  statements  listed
below of PepsiCo,  Inc. of our report  dated  February 9, 2000,  relating to the
consolidated balance sheet of PepsiCo,  Inc. and Subsidiaries as of December 25,
1999 and 1998 and the related consolidated  statements of income, cash flows and
shareholders'  equity  for each of the  years  in the  three-year  period  ended
December 25, 1999,  which report  appears in the December 25, 1999 annual report
on Form 10-K of PepsiCo, Inc.:

                                                           Registration
Description                                              Statement Number

Form S-3
- --------
PepsiCo SharePower Stock Option Plan
   for PCDC Employees                                      33-42121
$32,500,000 Puerto Rico Industrial, Medical and
   Environmental Pollution Control Facilities
   Financing Authority AdjustableRate Industrial
   Revenue Bonds                                           33-53232
Extension of the PepsiCo SharePower Stock Option
   Plan to Employees of Snack Ventures Europe,
   a joint venture between  PepsiCo Foods
   International and General Mills, Inc.                   33-50685
$4,587,000,000 Debt Securities and Warrants                33-64243

Form S-8
- --------
PepsiCo SharePower Stock Option Plan                       33-35602, 33-29037,
                                                           33-42058, 33-51496,
                                                           33-54731& 33-66150
1988 Director Stock Plan                                   33-22970
1979 Incentive Plan and the 1987 Incentive Plan            33-19539
1994 Long-Term Incentive Plan                              33-54733
1995 Stock Option Incentive Plan                           33-61731 & 333-09363
1979 Incentive Plan                                        2-65410
PepsiCo, Inc. Long Term Savings Program                    2-82645, 33-51514
                                                           & 33-60965
PepsiCo 401(K) Plan                                        333-89265



                                                           KPMG  LLP

New York, New York
March 21, 2000



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