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PROSPECTUS SUPPLEMENT NO. 1 File No. 33-54733
(To Prospectus dated July 26, 1994) Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
4,410,655 Shares
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PepsiCo, Inc.
CAPITAL STOCK
(Par Value 1-2/3 Cents per Share)
Available to be Resold
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The following information updates and supplements the
prospectus dated July 26, 1994 (the "Prospectus") covering
affiliates reoffers and resales of PepsiCo, Inc. Capital
Stock, par value 1-2/3 cents per share, which were acquired
under PepsiCo's 1969 or 1975 Stock Option Plans or 1972
Performance Share Plan, as amended, or which were or are
expected to be acquired under PepsiCo's 1979, 1987 or 1994
Incentive Plans. 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:
STOCKHOLDERS ELIGIBLE TO RESELL
Shares of
Capital Stock
Available to be Shares of Capital
Resold (whether Shares of Stock Subject to
Name and Material or not there is Capital Stock Right to Acquire
Relationships with a present intent Beneficially Prior to April
PepsiCo Since March, 1992 to do so) Owned 30, 1996
- ------------------------ ---------------- --------------- ------------------
Brenda Barnes 73,965 430 73,965
Chief Operating
Officer, Pepsi-Cola
North America; Chief
Operating Officer,
Pepsi-Cola Company
South/West; President,
Pepsi-Cola Company
South
April 28, 1995
2
Shares of
Capital Stock
Available to be Shares of Capital
Resold (whether Shares of Stock Subject to
Name and Material or not there is Capital Stock Right to Acquire
Relationships with a present intent Beneficially Prior to April
PepsiCo Since March, 1992 to do so) Owned 30, 1996
- ------------------------ ---------------- --------------- ------------------
Randall C. Barnes 229,265 9 229,256
Senior Vice President
and Treasurer
D. Wayne Calloway 2,365,448 189,936 2,175,528
Director; Chairman of
the Board and Chief
Executive Officer
Robert L. Carleton 98,471 34,029 64,458
Senior Vice President
and Controller
Robert G. Dettmer 537,145 14,484 522,677
Executive Vice
President and Chief
Financial Officer
Roger A. Enrico 575,703 28,100 547,619
Director; Vice Chairman
of the Board; Chairman
and Chief Executive
Officer, PepsiCo
Worldwide Restaurants;
Chairman and Chief
Executive Officer,
PepsiCo Worldwide
Foods; Chairman, Frito-
Lay, Inc.
Edward V. Lahey, Jr. 369,709 14,625 360,953
Senior Vice President,
General Counsel and
Secretary
Andrall E. Pearson 134,577 134,577 -0-
Director
Indra K. Nooyi 26,372 -0- 26,372
Senior Vice President,
Strategic Planning
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The address for each Selling Stockholder is c/o PepsiCo,
Inc., Anderson Hill Road, Purchase, New York 10577