As filed with the Securities and Exchange Commission on October 19, 1999.

                                                  Registration No. 333-_________
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             450 FIFTH STREET, N.W.
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                                  PEPSICO, INC.
             (Exact Name of Registrant as Specified in its Charter)

          NORTH CAROLINA                               13-1584302
   (State or Other Jurisdiction           (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                            Purchase, New York 10577
          (Address of Principal Executive Offices, including zip code)

                               PEPSICO 401(K) PLAN
                            (Full Title of the Plan)

                               Lawrence F. Dickie
        Vice President, Associate General Counsel and Assistant Secretary
                                  PepsiCo, Inc.
                            Purchase, New York 10577
                                 (914) 253-2950
            (Name, Address and Telephone Number, including area code,
                              of Agent for Service)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                           CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------

                                                                             Proposed
                                                      Proposed Maximum        Maximum
  Title of Securities          Amount to be            Offering Price    Aggregate Offering         Amount of
    to be Registered          Registered <F1>          Per Share <F2>          Price <F2>        Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                          <C>                 <C>                     <C>
      Common Stock           1,000,000 Shares             $33.6875            $33,687,500             $9,365
--------------------------------------------------------------------------------------------------------------------
<FN>
<F1> In addition,  pursuant to Rule 416 under the Securities  Act of 1933,  this
     Registration  Statement also covers (a) an indeterminable  number of shares
     that may be offered and issued pursuant to stock splits, stock dividends or
     similar  transactions,  and (b) an indeterminable amount of interests to be
     offered or sold pursuant to the employee benefit plan described herein.

<F2> Estimated in accordance  with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of determining the registration fee.
</FN>
</TABLE>
<PAGE>


                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registration Information and Employee Plan Annual Information.*
------------

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   Incorporation of Documents by Reference
          ---------------------------------------

         PepsiCo,  Inc. (the  "Registrant") and the PepsiCo 401(k) Plan ("Plan")
hereby  incorporate  by reference in this  Registration  Statement the following
documents  previously  filed with the  Securities and Exchange  Commission  (the
"SEC"):

         (1)      the Registrant's  Annual Report on Form 10-K filed pursuant to
                  Section  13 of the  Securities  Exchange  Act of 1934  for its
                  fiscal year ended December 26, 1998,

         (2)      the Registrant's  Quarterly Reports on Form 10-Q filed for the
                  quarters ended March 20, 1999,  June 12, 1999 and September 4,
                  1999,

         (3)      the Registrant's Current Report on Form 8-K filed with the SEC
                  on April 21, 1999 and

         (4)      the description of the  Registrant's  Common Stock,  par value
                  1-2/3  cents  per  share,   contained   in  the   Registrant's
                  Registration  Statement on Form 8-A, pursuant to Section 12(b)
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange  Act"), and all amendments and reports filed for the
                  purpose of updating such description.

         All documents  subsequently  filed by the Registrant with the SEC under
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be incorporated
by  reference  herein  shall be  deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.   Description of Securities
          -------------------------

         Not applicable.

ITEM 5.   Interests of Named Experts and Counsel
          --------------------------------------

         The legality of the shares of Common Stock  issuable under the Plan has
been passed upon for the Registrant by Lawrence F. Dickie, Esq., Vice President,
Associate General Counsel and Assistant Secretary of the Registrant.  Mr. Dickie
holds options to purchase shares of the Registrant's Common Stock.

                                       2
<PAGE>

ITEM 6.   Indemnification of Directors and Officers
          -----------------------------------------

         (i)      Sections   55-8-50  through  55-8-58  of  the  North  Carolina
                  Business Corporation Act provide as follows:

         Section. 55-8-50.  Policy statement and definitions.

                  (a)  It  is  the  public   policy  of  this  State  to  enable
corporations  organized under this Chapter to attract and maintain  responsible,
qualified directors, officers, employees and agents, and, to that end, to permit
corporations  organized  under this  Chapter to  allocate  the risk of  personal
liability of directors,  officers,  employees and agents through indemnification
and insurance as authorized in this Part.

                  (b) Definitions in this Part:

                           (1)  'Corporation'  includes any domestic or foreign
corporation absorbed in a merger which, if its separate existence had continued,
would have had the  obligation  or power to indemnify its  directors,  officers,
employees,  or agents,  so that a person who would have been entitled to receive
or request  indemnification  from such corporation if its separate existence had
continued  shall stand in the same position  under this Part with respect to the
surviving corporation.

                           (2)  'Director'  means an individual  who is or was a
director  of  a  corporation  or  an  individual  who,  while  a  director  of a
corporation,  is or was  serving at the  corporation's  request  as a  director,
officer,  partner,  trustee,  employee,  or agent of another foreign or domestic
corporation,  partnership, joint venture, trust, employee benefit plan, or other
enterprise.  A director is considered to be serving an employee  benefit plan at
the  corporation's  request if his duties to the corporation  also impose duties
on, or otherwise  involve  services by, him to the plan or to participants in or
beneficiaries  of the plan.  'Director'  includes,  unless the context  requires
otherwise, the estate or personal representative of a director.

                           (3) 'Expenses'  means expenses of every kind incurred
in defending a proceeding, including counsel fees.

                           (4)  'Liability'   means  the  obligation  to  pay  a
judgment,  settlement,  penalty,  fine  (including  an excise tax assessed  with
respect to an employee  benefit  plan),  or  reasonable  expenses  incurred with
respect to a proceeding.

                           (4a) 'Officer',    'employee'   or  'agent' includes,
unless the context requires otherwise,  the estate or personal representative of
a person who acted in that capacity.

                           (5)  'Official  capacity'  means:  (i) when used with
respect to a director,  the office of director in a  corporation;  and (ii) when
used with respect to an individual  other than a director,  as  contemplated  in
G.S. 55-8-56,  the office in a corporation held by the officer or the employment
or agency  relationship  undertaken  by the  employee  or agent on behalf of the
corporation.  'Official capacity' does not include service for any other foreign
or domestic  corporation  or any  partnership,  joint venture,  trust,  employee
benefit plan, or other enterprise.

                           (6) 'Party' includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

                           (7) 'Proceeding'  means any threatened,  pending,  or
completed action, suit, or proceeding, whether civil, criminal,  administrative,
or investigative and whether formal or informal.

         Section 55-8-51. Authority to Indemnify.

                  (a) Except as provided in subsection  (d), a  corporation  may
indemnify  an  individual  made a party to a  proceeding  because he is or was a
director against liability incurred in the proceeding if:

                           (1) He conducted himself in good faith; and

                                       3
<PAGE>

                           (2) He reasonably believed (i) in the case of conduct
in his official capacity with the corporation,  that his conduct was in its best
interests;  and (ii) in all  other  cases,  that his  conduct  was at least  not
opposed to its best interests; and

                           (3) In the case of any criminal proceeding, he had no
reasonable cause to believe his
conduct was unlawful.

                  (b) A director's  conduct with respect to an employee  benefit
plan  for a  purpose  he  reasonably  believed  to be in  the  interests  of the
participants  in and  beneficiaries  of the plan is conduct that  satisfies  the
requirement of subsection (a)(2)(ii).

                  (c)  The  termination  of a  proceeding  by  judgment,  order,
settlement,  conviction,  or upon a plea of no contest or its equivalent is not,
of itself,  determinative that the director did not meet the standard of conduct
described in this section.

                  (d) A  corporation  may not  indemnify  a director  under this
section:

                           (1) In  connection  with a  proceeding by or in the
right of the  corporation  in which  the  director  was  adjudged  liable to the
corporation; or

                           (2) In connection with any other proceeding  charging
improper  personal  benefit  to him,  whether  or not  involving  action  in his
official  capacity,  in which he was adjudged  liable on the basis that personal
benefit was improperly received by him.

                  (e) Indemnification permitted under this section in connection
with a  proceeding  by or in the  right  of the  corporation  that is  concluded
without a final  adjudication on the issue of liability is limited to reasonable
expenses incurred in connection with the proceeding.

                  (f) The authorization, approval or favorable recommendation by
the board of directors of a corporation of indemnification, as permitted by this
section, shall not be deemed an act or corporate transaction in which a director
has a  conflict  of  interest,  and no  such  indemnification  shall  be void or
voidable on such ground.

         Section 55-8-52. Mandatory indemnification.

                  Unless limited by its articles of incorporation, a corporation
shall  indemnify  a  director  who  was  wholly  successful,  on the  merits  or
otherwise,  in the defense of any  proceeding to which he was a party because he
is or was a director of the corporation  against reasonable expenses incurred by
him in connection with the proceeding.

         Section 55-8-53. Advance for expenses.

                  Expenses  incurred by a director in defending a proceeding may
be  paid  by the  corporation  in  advance  of the  final  disposition  of  such
proceeding  as  authorized  by the board of directors in the specific case or as
authorized or required under any provision in the articles of  incorporation  or
bylaws  or  by  any  applicable  resolution  or  contract  upon  receipt  of  an
undertaking by or on behalf of the director to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation against such expenses.

         Section 55-8-54. Court-ordered indemnification.

                  Unless  a  corporation's  articles  of  incorporation  provide
otherwise,  a director of the  corporation  who is a party to a  proceeding  may
apply for  indemnification  to the court conducting the proceeding or to another
court of competent jurisdiction.  On receipt of an application,  the court after
giving any notice the court considers necessary may order  indemnification if it
determines:

                           (1) The director is entitled to mandatory  indemnifi-
cation  under  G.S.  55-8-52,  in which  case the  court  shall  also  order the
corporation  to pay  the  director's  reasonable  expenses  incurred  to  obtain
court-ordered indemnification; or

                                       4
<PAGE>

                           (2) The director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he met
the  standard of conduct  set forth in G.S.  55-8-51 or was  adjudged  liable as
described   in  G.S.   55-8-51(d),   but  if  he  was  adjudged  so  liable  his
indemnification is limited to reasonable expenses incurred.

         Section 55-8-55. Determination and authorization of indemnification.

                  (a) A  corporation  may not  indemnify  a director  under G.S.
55-8-51 unless  authorized in the specific case after a  determination  has been
made that  indemnification  of the director is permissible in the  circumstances
because he has met the standard of conduct set forth in G.S. 55-8-51.

                  (b) The determination shall be made:

                           (1) By the board of directors by majority  vote of a
quorum consisting of directors not at the time parties to the proceeding;

                           (2) If a quorum cannot be obtained under  subdivision
(1), by majority vote of a committee  duly  designated by the board of directors
(in which  designation  directors who are parties may  participate),  consisting
solely of two or more directors not at the time parties to the proceeding;

                           (3) By special  legal  counsel  (i)  selected  by the
board of directors or its committee in the manner  prescribed in subdivision (1)
or (2);  (ii) if a quorum of the board of  directors  cannot be  obtained  under
subdivision  (1) and a committee  cannot be designated  under  subdivision  (2),
selected by majority  vote of the full board of  directors  (in which  selection
directors who are parties may participate); or

                           (4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to the proceeding may
not be voted on the determination.

                  (c)  Authorization  of  indemnification  and  evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal  counsel,  authorization  of  indemnification  and valuation as to
reasonableness  of expenses  shall be made by those  entitled  under  subsection
(b)(3) to select counsel.

         Section 55-8-56. Indemnification of officers, employees, and agents.

                  Unless  a  corporation's  articles  of  incorporation  provide
otherwise:

                           (1) An  officer of the  corporation  is  entitled  to
mandatory  indemnification  under G.S.  55-8-52,  and is  entitled  to apply for
court-ordered  indemnification  under  G.S.  55-8-54,  in each  case to the same
extent as a director;

                           (2)  The   corporation   may  indemnify  and  advance
expenses under this Part to an officer, employee, or agent of the corporation to
the same extent as to a director; and

                           (3) A  corporation  may also  indemnify  and  advance
expenses to an officer,  employee, or agent who is not a director to the extent,
consistent  with  public  policy,  that  may  be  provided  by its  articles  of
incorporation,  bylaws, general or specific action of its board of directors, or
contract.

         Section 55-8-57. Additional indemnification and insurance.

                  (a)  In   addition  to  and   separate   and  apart  from  the
indemnification  provided for in G.S.  55-8-51,  55-8-52,  55-8-54,  55-8-55 and
55-8-56,  a  corporation  may in its articles of  incorporation  or bylaws or by
contract or  resolution  indemnify or agree to indemnify  any one or more of its
directors,  officers, employees, or agents against liability and expenses in any
proceeding (including without limitation a proceeding brought by or on behalf of
the corporation  itself) arising out of their status as such or their activities
in any of the foregoing  capacities;  provided,  however, that a corporation may
not  indemnify or agree to indemnify a person  against  liability or expenses he
may incur on account  of his  activities  which were at the time taken  known or
believed  by him to be  clearly  in  conflict  with  the best  interests  of the
corporation.  A  corporation  may likewise  and to the same extent  indemnify or

                                       5
<PAGE>

agree to indemnify any person who, at the request of the corporation,  is or was
serving as a director,  officer, partner, trustee, employee, or agent of another
foreign or domestic  corporation,  partnership,  joint  venture,  trust or other
enterprise or as a trustee or administrator  under an employee benefit plan. Any
provision in any  articles of  incorporation,  bylaw,  contract,  or  resolution
permitted  under this  section  may include  provisions  for  recovery  from the
corporation of reasonable  costs,  expenses,  and attorneys'  fees in connection
with the  enforcement  of  rights to  indemnification  granted  therein  and may
further include provisions  establishing  reasonable  procedures for determining
and enforcing the rights granted therein.

                  (b)  The  authorization,   adoption,  approval,  or  favorable
recommendation  by  the  board  of  directors  of a  public  corporation  of any
provision in any articles of incorporation,  bylaw,  contract or resolution,  as
permitted in this section,  shall not be deemed an act or corporate  transaction
in  which a  director  has a  conflict  of  interest,  and no such  articles  of
incorporation  or bylaw  provision  or contract or  resolution  shall be void or
voidable on such grounds. The authorization,  adoption,  approval,  or favorable
recommendation  by the board of  directors  of a  nonpublic  corporation  of any
provision in any articles of incorporation,  bylaw,  contract or resolution,  as
permitted in this section, which occurred on or prior to July 1, 1990, shall not
be deemed an act or corporate  transaction in which a director has a conflict of
interest,  and no such articles of incorporation,  bylaw provision,  contract or
resolution  shall be void or voidable on such  grounds.  Except as  permitted in
G.S. 55-8-31, no such bylaw,  contract,  or resolution not adopted,  authorized,
approved or ratified by  shareholders  shall be  effective  as to claims made or
liabilities asserted against any director prior to its adoption,  authorization,
or approval by the board of directors.

                  (c) A  corporation  may  purchase  and  maintain  insurance on
behalf of an individual who is or was a director, officer, employee, or agent of
the corporation,  or who, while a director,  officer,  employee, or agent of the
corporation,  is or was serving at the request of the corporation as a director,
officer,  partner,  trustee,  employee,  or agent of another foreign or domestic
corporation,  partnership, joint venture, trust, employee benefit plan, or other
enterprise,  against  liability  asserted  against  or  incurred  by him in that
capacity or arising from his status as a director,  officer, employee, or agent,
whether or not the  corporation  would have power to  indemnify  him against the
same liability under any provision of this Chapter.

         Section 55-8-58. Application of Part.

                  (a) If  articles of  incorporation  limit  indemnification  or
advance for expenses, indemnification and advance for expenses are valid only to
the extent consistent with the articles.

                  (b) This Part does not limit a  corporation's  power to pay or
reimburse expenses incurred by a director in connection with his appearance as a
witness in a proceeding at a time when he has not been made a named defendant or
respondent to the proceeding.

                  (c) This Part shall not affect rights or  liabilities  arising
out of acts or omissions occurring before July 1, 1990.

         (ii) Section 3.07 of Article III of the By-Laws of PepsiCo  provides as
follows:   Unless  the  Board  of  Directors  shall  determine  otherwise,   the
Corporation shall indemnify, to the full extent permitted by law, any person who
was or is,  or who is  threatened  to be  made,  a party to an  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that he, his testator or intestate, is or was a director, officer or
employee  of  the  Corporation,  or is or was  serving  at  the  request  of the
Corporation as a director,  officer or employee of another  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action, suit or proceeding.  Such  indemnification may, in the discretion of the
Board, include advances of a director's,  officer's or employee's expenses prior
to  final  disposition  of  such  action,  suit  or  proceeding.  The  right  of
indemnification  provided  for in this Section 3.07 shall not exclude any rights
to which such  persons may  otherwise  be entitled by contract or as a matter of
law.

         (iii)  Officers  and  directors  of PepsiCo  are  presently  covered by
insurance  which  (with  certain  exceptions  and  within  certain  limitations)
indemnifies  them  against  any losses  arising  from any alleged  wrongful  act
including any alleged error or misstatement or misleading  statement or wrongful
act or omission or neglect of duty.

         (iv)  PepsiCo  has entered  into  indemnification  agreements  with its
directors whereby (with certain exceptions) PepsiCo will, in general,  indemnify
directors,  to the  extent  permitted  by law,  against  liabilities,  costs  or
expenses  arising  out of his or her status as a director  by reason of anything
done or not done as a director.

                                       6
<PAGE>

ITEM 7.   Exemption From Registration Claimed
          -----------------------------------

         Not applicable.

ITEM 8.   Exhibits
          --------

Exhibit No.          Description
-----------          -----------

4                    PepsiCo 401(k) Plan.

5a                   Opinion  and  consent of Lawrence  F.  Dickie,  Esq.,  Vice
                     President,   Associate   General   Counsel  and   Assistant
                     Secretary  of the  Registrant,  relating to the legality of
                     securities being registered.

5b                   Pursuant to  Instruction  (b) under Item 8 of Form S-8, the
                     Registrant  undertakes that it will submit or has submitted
                     the Plan and any amendments thereto to the Internal Revenue
                     Service  in a timely  manner  and has made or will make all
                     changes  required by the Internal  Revenue Service in order
                     to  qualify  the Plan  under  Section  401 of the  Internal
                     Revenue Code.

23.1                 Consent of KPMG LLP.

23.2                 Consent  of  Lawrence  F.  Dickie,  Esq.,  Vice  President,
                     Associate  General  Counsel and Assistant  Secretary of the
                     Registrant  (included  in his  opinion  filed as  Exhibit 5
                     hereto).

24.1                 Powers of Attorney executed by  Roger A. Enrico, Michael D.
                     White,  Karl M. von der  Heyden,  John F. Akers,  Robert E.
                     Allen,  Peter Foy, Ray  L. Hunt,  John J. Murphy,  Steve S.
                     Reinemund, Sharon Percy  Rockerfeller,  Franklin A. Thomas,
                     P. Roy Vagelos and Arnold  C. Weber (incorporated herein by
                     reference to Exhibit 24 of  the Registrant's  Annual Report
                     on Form 10-K for its fiscal  year ended December 26, 1998).

24.2                 Power of Attorney executed by Lionel L. Nowell, III.

24.3                 Power of Attorney executed by Arthur C. Martinez.

24.4                 Power of Attorney executed by Franklin D. Raines.

ITEM 9.   Undertakings
          ------------

         The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (a) to  include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (b) to reflect in the  prospectus  any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes
         in volume and price  represent no more than a 20% change in the maximum
         aggregate  offering price set forth in the "Calculation of Registration
         Fee" table in the effective registration statement; and

                  (c) to include any  material  information  with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

provided,  however,  that  paragraphs  (1)(a)  and  (1)(b)  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

                                       7
<PAGE>

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned  Registrant hereby undertakes that, for the purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Purchase, State of New York, on October 18, 1999.

                                            PEPSICO, INC.


                                         By:  /s/ Lawrence F. Dickie
                                              Name:  Lawrence F. Dickie
                                              Title: Vice President, Associate
                                                     General Counsel and
                                                     Assistant Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated as of October 18, 1999.

Principal Executive Officer:

Roger A. Enrico*                                       Chairman of the Board
                                                    and Chief Executive Officer

Principal Financial Officer:

Michael D. White*                                      Senior Vice President
                                                    and Chief Financial Officer

Principal Accounting Officer:

Lionel L. Nowell, III*                                   Senior Vice President
                                                           and Controller

                                       8
<PAGE>

Directors:

Karl M. Von Der Heyden                 )
John F. Akers                          )
Robert E. Allen                        )
Peter Foy                              )
Ray L. Hunt                            )
John J. Murphy                         )   *
Steve S. Reinemund                     )
Sharon Percy Rockefeller               )
Franklin A. Thomas                     )
P. Roy Vagelos                         )
Craig E. Weatherup                     )
Arnold R. Weber                        )



*  By:  /s/ Lawrence F. Dickie
         Lawrence F. Dickie
         Attorney-in-Fact

         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
as amended,  the  administrator  of the PepsiCo 401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Purchase,  State of New York,  on October 18,
1999.

                                            PEPSICO 401(K) PLAN



                                            By:   /s/ Lawrence F. Dickie
                                                 Lawrence F. Dickie

                                            Title:  On behalf of the Plan
                                                    Administrator of the
                                                    PepsiCo 401(k) Plan




<PAGE>


                                  EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------

4                    PepsiCo 401(k) Plan

5a                   Opinion  and  consent of Lawrence  F.  Dickie,  Esq.,  Vice
                     President,   Associate   General   Counsel  and   Assistant
                     Secretary of the Registrant.

5b                   Pursuant to  Instruction  (b) under Item 8 of Form S-8, the
                     Registrant  undertakes that it will submit or has submitted
                     the Plan and any amendments thereto to the Internal Revenue
                     Service  in a timely  manner  and has made or will make all
                     changes  required by the Internal  Revenue Service in order
                     to  qualify  the Plan  under  Section  401 of the  Internal
                     Revenue Code.

23.1                 Consent of KPMG LLP.

23.2                 Consent of   Lawrence  F.  Dickie,  Esq.,  Vice  President,
                     Associate  General  Counsel and Assistant  Secretary of the
                     Registrant  (included  in  his  opinion  filed as Exhibit 5
                     hereto).
24.1                 Powers of Attorney executed by  Roger A. Enrico, Michael D.
                     White,  Karl M. von der  Heyden,  John F. Akers,  Robert E.
                     Allen,  Peter Foy, Ray  L. Hunt,  John J. Murphy,  Steve S.
                     Reinemund, Sharon Percy  Rockerfeller,  Franklin A. Thomas,
                     P. Roy Vagelos and Arnold  C. Weber (incorporated herein by
                     reference to Exhibit 24 of  the Registrant's  Annual Report
                     on Form 10-K for its fiscal  year ended December 26, 1998).

24.2                 Power of Attorney executed by Lionel L. Nowell, III.

24.3                 Power of Attorney executed by Arthur C. Martinez.

24.4                 Power of Attorney executed by Franklin D. Raines.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 36720}]
{"company-data": {"conformed-name": "PEPSICO INC", "cik": "0000077476", "assigned-sic": "2080", "irs-number": "131584302", "state-of-incorporation": "NC", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89265", "film-number": "99730413"}, "business-address": {"street1": "700 ANDERSON HILL RD", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9142532000"}, "mail-address": {"street1": "700 ANDERSON HILL ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577-1444"}, "former-company": {"former-conformed-name": "PEPSI COLA CO", "date-changed": "19700903"}}
As filed with the Securities and Exchange Commission on October 19, 1999.

                                                  Registration No. 333-_________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             450 FIFTH STREET, N.W.
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                                  PEPSICO, INC.
             (Exact Name of Registrant as Specified in its Charter)

          NORTH CAROLINA                               13-1584302
   (State or Other Jurisdiction           (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                            Purchase, New York 10577
          (Address of Principal Executive Offices, including zip code)

                               PEPSICO 401(K) PLAN
                            (Full Title of the Plan)

                               Lawrence F. Dickie
        Vice President, Associate General Counsel and Assistant Secretary
                                  PepsiCo, Inc.
                            Purchase, New York 10577
                                 (914) 253-2950
            (Name, Address and Telephone Number, including area code,
                              of Agent for Service)
-------------------------------------------------------------------------------------------------------------------

                                           CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------

                                                                             Proposed
                                                      Proposed Maximum        Maximum
  Title of Securities          Amount to be            Offering Price    Aggregate Offering         Amount of
    to be Registered          Registered
Per Share
Price
Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock           1,000,000 Shares             $33.6875            $33,687,500             $9,365
--------------------------------------------------------------------------------------------------------------------
In addition,  pursuant to Rule 416 under the Securities  Act of 1933,  this
     Registration  Statement also covers (a) an indeterminable  number of shares
     that may be offered and issued pursuant to stock splits, stock dividends or
     similar  transactions,  and (b) an indeterminable amount of interests to be
     offered or sold pursuant to the employee benefit plan described herein.
Estimated in accordance  with Rule 457(h) of the Securities Act of 1933, as
     amended, solely for the purpose of determining the registration fee.
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registration Information and Employee Plan Annual Information.*
------------

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   Incorporation of Documents by Reference
          ---------------------------------------

         PepsiCo,  Inc. (the  "Registrant") and the PepsiCo 401(k) Plan ("Plan")
hereby  incorporate  by reference in this  Registration  Statement the following
documents  previously  filed with the  Securities and Exchange  Commission  (the
"SEC"):

         (1)      the Registrant's  Annual Report on Form 10-K filed pursuant to
                  Section  13 of the  Securities  Exchange  Act of 1934  for its
                  fiscal year ended December 26, 1998,

         (2)      the Registrant's  Quarterly Reports on Form 10-Q filed for the
                  quarters ended March 20, 1999,  June 12, 1999 and September 4,
                  1999,

         (3)      the Registrant's Current Report on Form 8-K filed with the SEC
                  on April 21, 1999 and

         (4)      the description of the  Registrant's  Common Stock,  par value
                  1-2/3  cents  per  share,   contained   in  the   Registrant's
                  Registration  Statement on Form 8-A, pursuant to Section 12(b)
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange  Act"), and all amendments and reports filed for the
                  purpose of updating such description.

         All documents  subsequently  filed by the Registrant with the SEC under
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be incorporated
by  reference  herein  shall be  deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.   Description of Securities
          -------------------------

         Not applicable.

ITEM 5.   Interests of Named Experts and Counsel
          --------------------------------------

         The legality of the shares of Common Stock  issuable under the Plan has
been passed upon for the Registrant by Lawrence F. Dickie, Esq., Vice President,
Associate General Counsel and Assistant Secretary of the Registrant.  Mr. Dickie
holds options to purchase shares of the Registrant's Common Stock.

                                       2
ITEM 6.   Indemnification of Directors and Officers
          -----------------------------------------

         (i)      Sections   55-8-50  through  55-8-58  of  the  North  Carolina
                  Business Corporation Act provide as follows:

         Section. 55-8-50.  Policy statement and definitions.

                  (a)  It  is  the  public   policy  of  this  State  to  enable
corporations  organized under this Chapter to attract and maintain  responsible,
qualified directors, officers, employees and agents, and, to that end, to permit
corporations  organized  under this  Chapter to  allocate  the risk of  personal
liability of directors,  officers,  employees and agents through indemnification
and insurance as authorized in this Part.

                  (b) Definitions in this Part:

                           (1)  'Corporation'  includes any domestic or foreign
corporation absorbed in a merger which, if its separate existence had continued,
would have had the  obligation  or power to indemnify its  directors,  officers,
employees,  or agents,  so that a person who would have been entitled to receive
or request  indemnification  from such corporation if its separate existence had
continued  shall stand in the same position  under this Part with respect to the
surviving corporation.

                           (2)  'Director'  means an individual  who is or was a
director  of  a  corporation  or  an  individual  who,  while  a  director  of a
corporation,  is or was  serving at the  corporation's  request  as a  director,
officer,  partner,  trustee,  employee,  or agent of another foreign or domestic
corporation,  partnership, joint venture, trust, employee benefit plan, or other
enterprise.  A director is considered to be serving an employee  benefit plan at
the  corporation's  request if his duties to the corporation  also impose duties
on, or otherwise  involve  services by, him to the plan or to participants in or
beneficiaries  of the plan.  'Director'  includes,  unless the context  requires
otherwise, the estate or personal representative of a director.

                           (3) 'Expenses'  means expenses of every kind incurred
in defending a proceeding, including counsel fees.

                           (4)  'Liability'   means  the  obligation  to  pay  a
judgment,  settlement,  penalty,  fine  (including  an excise tax assessed  with
respect to an employee  benefit  plan),  or  reasonable  expenses  incurred with
respect to a proceeding.

                           (4a) 'Officer',    'employee'   or  'agent' includes,
unless the context requires otherwise,  the estate or personal representative of
a person who acted in that capacity.

                           (5)  'Official  capacity'  means:  (i) when used with
respect to a director,  the office of director in a  corporation;  and (ii) when
used with respect to an individual  other than a director,  as  contemplated  in
G.S. 55-8-56,  the office in a corporation held by the officer or the employment
or agency  relationship  undertaken  by the  employee  or agent on behalf of the
corporation.  'Official capacity' does not include service for any other foreign
or domestic  corporation  or any  partnership,  joint venture,  trust,  employee
benefit plan, or other enterprise.

                           (6) 'Party' includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

                           (7) 'Proceeding'  means any threatened,  pending,  or
completed action, suit, or proceeding, whether civil, criminal,  administrative,
or investigative and whether formal or informal.

         Section 55-8-51. Authority to Indemnify.

                  (a) Except as provided in subsection  (d), a  corporation  may
indemnify  an  individual  made a party to a  proceeding  because he is or was a
director against liability incurred in the proceeding if:

                           (1) He conducted himself in good faith; and

                                       3
(2) He reasonably believed (i) in the case of conduct
in his official capacity with the corporation,  that his conduct was in its best
interests;  and (ii) in all  other  cases,  that his  conduct  was at least  not
opposed to its best interests; and

                           (3) In the case of any criminal proceeding, he had no
reasonable cause to believe his
conduct was unlawful.

                  (b) A director's  conduct with respect to an employee  benefit
plan  for a  purpose  he  reasonably  believed  to be in  the  interests  of the
participants  in and  beneficiaries  of the plan is conduct that  satisfies  the
requirement of subsection (a)(2)(ii).

                  (c)  The  termination  of a  proceeding  by  judgment,  order,
settlement,  conviction,  or upon a plea of no contest or its equivalent is not,
of itself,  determinative that the director did not meet the standard of conduct
described in this section.

                  (d) A  corporation  may not  indemnify  a director  under this
section:

                           (1) In  connection  with a  proceeding by or in the
right of the  corporation  in which  the  director  was  adjudged  liable to the
corporation; or

                           (2) In connection with any other proceeding  charging
improper  personal  benefit  to him,  whether  or not  involving  action  in his
official  capacity,  in which he was adjudged  liable on the basis that personal
benefit was improperly received by him.

                  (e) Indemnification permitted under this section in connection
with a  proceeding  by or in the  right  of the  corporation  that is  concluded
without a final  adjudication on the issue of liability is limited to reasonable
expenses incurred in connection with the proceeding.

                  (f) The authorization, approval or favorable recommendation by
the board of directors of a corporation of indemnification, as permitted by this
section, shall not be deemed an act or corporate transaction in which a director
has a  conflict  of  interest,  and no  such  indemnification  shall  be void or
voidable on such ground.

         Section 55-8-52. Mandatory indemnification.

                  Unless limited by its articles of incorporation, a corporation
shall  indemnify  a  director  who  was  wholly  successful,  on the  merits  or
otherwise,  in the defense of any  proceeding to which he was a party because he
is or was a director of the corporation  against reasonable expenses incurred by
him in connection with the proceeding.

         Section 55-8-53. Advance for expenses.

                  Expenses  incurred by a director in defending a proceeding may
be  paid  by the  corporation  in  advance  of the  final  disposition  of  such
proceeding  as  authorized  by the board of directors in the specific case or as
authorized or required under any provision in the articles of  incorporation  or
bylaws  or  by  any  applicable  resolution  or  contract  upon  receipt  of  an
undertaking by or on behalf of the director to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation against such expenses.

         Section 55-8-54. Court-ordered indemnification.

                  Unless  a  corporation's  articles  of  incorporation  provide
otherwise,  a director of the  corporation  who is a party to a  proceeding  may
apply for  indemnification  to the court conducting the proceeding or to another
court of competent jurisdiction.  On receipt of an application,  the court after
giving any notice the court considers necessary may order  indemnification if it
determines:

                           (1) The director is entitled to mandatory  indemnifi-
cation  under  G.S.  55-8-52,  in which  case the  court  shall  also  order the
corporation  to pay  the  director's  reasonable  expenses  incurred  to  obtain
court-ordered indemnification; or

                                       4
(2) The director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he met
the  standard of conduct  set forth in G.S.  55-8-51 or was  adjudged  liable as
described   in  G.S.   55-8-51(d),   but  if  he  was  adjudged  so  liable  his
indemnification is limited to reasonable expenses incurred.

         Section 55-8-55. Determination and authorization of indemnification.

                  (a) A  corporation  may not  indemnify  a director  under G.S.
55-8-51 unless  authorized in the specific case after a  determination  has been
made that  indemnification  of the director is permissible in the  circumstances
because he has met the standard of conduct set forth in G.S. 55-8-51.

                  (b) The determination shall be made:

                           (1) By the board of directors by majority  vote of a
quorum consisting of directors not at the time parties to the proceeding;

                           (2) If a quorum cannot be obtained under  subdivision
(1), by majority vote of a committee  duly  designated by the board of directors
(in which  designation  directors who are parties may  participate),  consisting
solely of two or more directors not at the time parties to the proceeding;

                           (3) By special  legal  counsel  (i)  selected  by the
board of directors or its committee in the manner  prescribed in subdivision (1)
or (2);  (ii) if a quorum of the board of  directors  cannot be  obtained  under
subdivision  (1) and a committee  cannot be designated  under  subdivision  (2),
selected by majority  vote of the full board of  directors  (in which  selection
directors who are parties may participate); or

                           (4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to the proceeding may
not be voted on the determination.

                  (c)  Authorization  of  indemnification  and  evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal  counsel,  authorization  of  indemnification  and valuation as to
reasonableness  of expenses  shall be made by those  entitled  under  subsection
(b)(3) to select counsel.

         Section 55-8-56. Indemnification of officers, employees, and agents.

                  Unless  a  corporation's  articles  of  incorporation  provide
otherwise:

                           (1) An  officer of the  corporation  is  entitled  to
mandatory  indemnification  under G.S.  55-8-52,  and is  entitled  to apply for
court-ordered  indemnification  under  G.S.  55-8-54,  in each  case to the same
extent as a director;

                           (2)  The   corporation   may  indemnify  and  advance
expenses under this Part to an officer, employee, or agent of the corporation to
the same extent as to a director; and

                           (3) A  corporation  may also  indemnify  and  advance
expenses to an officer,  employee, or agent who is not a director to the extent,
consistent  with  public  policy,  that  may  be  provided  by its  articles  of
incorporation,  bylaws, general or specific action of its board of directors, or
contract.

         Section 55-8-57. Additional indemnification and insurance.

                  (a)  In   addition  to  and   separate   and  apart  from  the
indemnification  provided for in G.S.  55-8-51,  55-8-52,  55-8-54,  55-8-55 and
55-8-56,  a  corporation  may in its articles of  incorporation  or bylaws or by
contract or  resolution  indemnify or agree to indemnify  any one or more of its
directors,  officers, employees, or agents against liability and expenses in any
proceeding (including without limitation a proceeding brought by or on behalf of
the corporation  itself) arising out of their status as such or their activities
in any of the foregoing  capacities;  provided,  however, that a corporation may
not  indemnify or agree to indemnify a person  against  liability or expenses he
may incur on account  of his  activities  which were at the time taken  known or
believed  by him to be  clearly  in  conflict  with  the best  interests  of the
corporation.  A  corporation  may likewise  and to the same extent  indemnify or

                                       5
agree to indemnify any person who, at the request of the corporation,  is or was
serving as a director,  officer, partner, trustee, employee, or agent of another
foreign or domestic  corporation,  partnership,  joint  venture,  trust or other
enterprise or as a trustee or administrator  under an employee benefit plan. Any
provision in any  articles of  incorporation,  bylaw,  contract,  or  resolution
permitted  under this  section  may include  provisions  for  recovery  from the
corporation of reasonable  costs,  expenses,  and attorneys'  fees in connection
with the  enforcement  of  rights to  indemnification  granted  therein  and may
further include provisions  establishing  reasonable  procedures for determining
and enforcing the rights granted therein.

                  (b)  The  authorization,   adoption,  approval,  or  favorable
recommendation  by  the  board  of  directors  of a  public  corporation  of any
provision in any articles of incorporation,  bylaw,  contract or resolution,  as
permitted in this section,  shall not be deemed an act or corporate  transaction
in  which a  director  has a  conflict  of  interest,  and no such  articles  of
incorporation  or bylaw  provision  or contract or  resolution  shall be void or
voidable on such grounds. The authorization,  adoption,  approval,  or favorable
recommendation  by the board of  directors  of a  nonpublic  corporation  of any
provision in any articles of incorporation,  bylaw,  contract or resolution,  as
permitted in this section, which occurred on or prior to July 1, 1990, shall not
be deemed an act or corporate  transaction in which a director has a conflict of
interest,  and no such articles of incorporation,  bylaw provision,  contract or
resolution  shall be void or voidable on such  grounds.  Except as  permitted in
G.S. 55-8-31, no such bylaw,  contract,  or resolution not adopted,  authorized,
approved or ratified by  shareholders  shall be  effective  as to claims made or
liabilities asserted against any director prior to its adoption,  authorization,
or approval by the board of directors.

                  (c) A  corporation  may  purchase  and  maintain  insurance on
behalf of an individual who is or was a director, officer, employee, or agent of
the corporation,  or who, while a director,  officer,  employee, or agent of the
corporation,  is or was serving at the request of the corporation as a director,
officer,  partner,  trustee,  employee,  or agent of another foreign or domestic
corporation,  partnership, joint venture, trust, employee benefit plan, or other
enterprise,  against  liability  asserted  against  or  incurred  by him in that
capacity or arising from his status as a director,  officer, employee, or agent,
whether or not the  corporation  would have power to  indemnify  him against the
same liability under any provision of this Chapter.

         Section 55-8-58. Application of Part.

                  (a) If  articles of  incorporation  limit  indemnification  or
advance for expenses, indemnification and advance for expenses are valid only to
the extent consistent with the articles.

                  (b) This Part does not limit a  corporation's  power to pay or
reimburse expenses incurred by a director in connection with his appearance as a
witness in a proceeding at a time when he has not been made a named defendant or
respondent to the proceeding.

                  (c) This Part shall not affect rights or  liabilities  arising
out of acts or omissions occurring before July 1, 1990.

         (ii) Section 3.07 of Article III of the By-Laws of PepsiCo  provides as
follows:   Unless  the  Board  of  Directors  shall  determine  otherwise,   the
Corporation shall indemnify, to the full extent permitted by law, any person who
was or is,  or who is  threatened  to be  made,  a party to an  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that he, his testator or intestate, is or was a director, officer or
employee  of  the  Corporation,  or is or was  serving  at  the  request  of the
Corporation as a director,  officer or employee of another  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action, suit or proceeding.  Such  indemnification may, in the discretion of the
Board, include advances of a director's,  officer's or employee's expenses prior
to  final  disposition  of  such  action,  suit  or  proceeding.  The  right  of
indemnification  provided  for in this Section 3.07 shall not exclude any rights
to which such  persons may  otherwise  be entitled by contract or as a matter of
law.

         (iii)  Officers  and  directors  of PepsiCo  are  presently  covered by
insurance  which  (with  certain  exceptions  and  within  certain  limitations)
indemnifies  them  against  any losses  arising  from any alleged  wrongful  act
including any alleged error or misstatement or misleading  statement or wrongful
act or omission or neglect of duty.

         (iv)  PepsiCo  has entered  into  indemnification  agreements  with its
directors whereby (with certain exceptions) PepsiCo will, in general,  indemnify
directors,  to the  extent  permitted  by law,  against  liabilities,  costs  or
expenses  arising  out of his or her status as a director  by reason of anything
done or not done as a director.

                                       6
ITEM 7.   Exemption From Registration Claimed
          -----------------------------------

         Not applicable.

ITEM 8.   Exhibits
          --------

Exhibit No.          Description
-----------          -----------

4                    PepsiCo 401(k) Plan.

5a                   Opinion  and  consent of Lawrence  F.  Dickie,  Esq.,  Vice
                     President,   Associate   General   Counsel  and   Assistant
                     Secretary  of the  Registrant,  relating to the legality of
                     securities being registered.

5b                   Pursuant to  Instruction  (b) under Item 8 of Form S-8, the
                     Registrant  undertakes that it will submit or has submitted
                     the Plan and any amendments thereto to the Internal Revenue
                     Service  in a timely  manner  and has made or will make all
                     changes  required by the Internal  Revenue Service in order
                     to  qualify  the Plan  under  Section  401 of the  Internal
                     Revenue Code.

23.1                 Consent of KPMG LLP.

23.2                 Consent  of  Lawrence  F.  Dickie,  Esq.,  Vice  President,
                     Associate  General  Counsel and Assistant  Secretary of the
                     Registrant  (included  in his  opinion  filed as  Exhibit 5
                     hereto).

24.1                 Powers of Attorney executed by  Roger A. Enrico, Michael D.
                     White,  Karl M. von der  Heyden,  John F. Akers,  Robert E.
                     Allen,  Peter Foy, Ray  L. Hunt,  John J. Murphy,  Steve S.
                     Reinemund, Sharon Percy  Rockerfeller,  Franklin A. Thomas,
                     P. Roy Vagelos and Arnold  C. Weber (incorporated herein by
                     reference to Exhibit 24 of  the Registrant's  Annual Report
                     on Form 10-K for its fiscal  year ended December 26, 1998).

24.2                 Power of Attorney executed by Lionel L. Nowell, III.

24.3                 Power of Attorney executed by Arthur C. Martinez.

24.4                 Power of Attorney executed by Franklin D. Raines.

ITEM 9.   Undertakings
          ------------

         The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (a) to  include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (b) to reflect in the  prospectus  any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes
         in volume and price  represent no more than a 20% change in the maximum
         aggregate  offering price set forth in the "Calculation of Registration
         Fee" table in the effective registration statement; and

                  (c) to include any  material  information  with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

provided,  however,  that  paragraphs  (1)(a)  and  (1)(b)  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

                                       7
(2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned  Registrant hereby undertakes that, for the purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Purchase, State of New York, on October 18, 1999.

                                            PEPSICO, INC.

                                         By:  /s/ Lawrence F. Dickie
                                              Name:  Lawrence F. Dickie
                                              Title: Vice President, Associate
                                                     General Counsel and
                                                     Assistant Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated as of October 18, 1999.

Principal Executive Officer:

Roger A. Enrico*                                       Chairman of the Board
                                                    and Chief Executive Officer

Principal Financial Officer:

Michael D. White*                                      Senior Vice President
                                                    and Chief Financial Officer

Principal Accounting Officer:

Lionel L. Nowell, III*                                   Senior Vice President
                                                           and Controller

                                       8
Directors:

Karl M. Von Der Heyden                 )
John F. Akers                          )
Robert E. Allen                        )
Peter Foy                              )
Ray L. Hunt                            )
John J. Murphy                         )   *
Steve S. Reinemund                     )
Sharon Percy Rockefeller               )
Franklin A. Thomas                     )
P. Roy Vagelos                         )
Craig E. Weatherup                     )
Arnold R. Weber                        )

*  By:  /s/ Lawrence F. Dickie
         Lawrence F. Dickie
         Attorney-in-Fact

         THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933,
as amended,  the  administrator  of the PepsiCo 401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Purchase,  State of New York,  on October 18,
1999.

                                            PEPSICO 401(K) PLAN

                                            By:   /s/ Lawrence F. Dickie
                                                 Lawrence F. Dickie

                                            Title:  On behalf of the Plan
                                                    Administrator of the
                                                    PepsiCo 401(k) Plan
EXHIBIT INDEX

Exhibit No.          Description
-----------          -----------

4                    PepsiCo 401(k) Plan

5a                   Opinion  and  consent of Lawrence  F.  Dickie,  Esq.,  Vice
                     President,   Associate   General   Counsel  and   Assistant
                     Secretary of the Registrant.

5b                   Pursuant to  Instruction  (b) under Item 8 of Form S-8, the
                     Registrant  undertakes that it will submit or has submitted
                     the Plan and any amendments thereto to the Internal Revenue
                     Service  in a timely  manner  and has made or will make all
                     changes  required by the Internal  Revenue Service in order
                     to  qualify  the Plan  under  Section  401 of the  Internal
                     Revenue Code.

23.1                 Consent of KPMG LLP.

23.2                 Consent of   Lawrence  F.  Dickie,  Esq.,  Vice  President,
                     Associate  General  Counsel and Assistant  Secretary of the
                     Registrant  (included  in  his  opinion  filed as Exhibit 5
                     hereto).
24.1                 Powers of Attorney executed by  Roger A. Enrico, Michael D.
                     White,  Karl M. von der  Heyden,  John F. Akers,  Robert E.
                     Allen,  Peter Foy, Ray  L. Hunt,  John J. Murphy,  Steve S.
                     Reinemund, Sharon Percy  Rockerfeller,  Franklin A. Thomas,
                     P. Roy Vagelos and Arnold  C. Weber (incorporated herein by
                     reference to Exhibit 24 of  the Registrant's  Annual Report
                     on Form 10-K for its fiscal  year ended December 26, 1998).

24.2                 Power of Attorney executed by Lionel L. Nowell, III.

24.3                 Power of Attorney executed by Arthur C. Martinez.

24.4                 Power of Attorney executed by Franklin D. Raines.