File No.  33-22970
                                                              Filed pursuant to
                                                             Rule 424(b)(3) and
                                                                    Rule 424(c)

PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated September 16, 1996)


                                 148,400 Shares


                                  PepsiCo, Inc.

                                  CAPITAL STOCK
                        (Par Value 1-2/3 Cents Per Share)


        This Prospectus Supplement  supplements the accompanying  Prospectus and
relates to an  aggregate  of 148,400  shares of Capital  Stock,  par value 1-2/3
cents per share ("Capital Stock"), of PepsiCo, Inc.  ("PepsiCo"),  offered by or
for the  account of certain  non-employee  directors  of PepsiCo  (the  "Selling
Stockholders")  in order to permit such person to sell or  otherwise  dispose of
such securities from time to time.  Certain  information  concerning the Selling
Stockholders  and their  ownership of PepsiCo Capital Stock is set forth in this
Prospectus Supplement under the caption "SELLING STOCKHOLDERS".


             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                   THE COMMISSION PASSED UPON THE ACCURACY OR
                 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.


        No person has been  authorized  to give any  information  or to make any
representations, other than those contained or incorporated by reference in this
Prospectus  Supplement or the  accompanying  Prospectus,  and, if given or made,
such  information  or  representations  must not be relied  upon as having  been
authorized by PepsiCo.  Neither this Prospectus  Supplement nor the accompanying
Prospectus  constitutes an offer to sell or the  solicitation of an offer to buy
nor shall there be any sales of these  securities in any  jurisdiction  in which
such offer,  solicitation  or sale would be unlawful  prior to  registration  or
qualification  under  the  securities  laws of any  such  jurisdiction.  Neither
delivery of this Prospectus  Supplement or the  accompanying  Prospectus nor any
sale made hereunder shall, under any circumstances,  create any implication that
the information herein is correct as of any time subsequent to the date hereof.




           The date of this Prospectus Supplement is November 25, 1997





        Set forth  below is certain  information  with  respect  to the  Selling
Stockholders, which information supersedes in its entirety the information under
the heading "Selling Stockholders" in the accompanying Prospectus.

                              SELLING STOCKHOLDERS

        Each of the Selling  Stockholders  has been a director of PepsiCo  since
November 1994, except for Messrs. Ray L. Hunt and Peter Foy, who were elected to
PepsiCo's Board April 1, 1996 and July 24, 1997,  respectively.  The address for
each Selling Stockholder is c/o PepsiCo, Inc., 700 Anderson Hill Road, Purchase,
New York 10577.



- -------------------------- -------------- --------------- ----------------- -------------
                                             Shares/
                                             Options          Shares/
                             Shares of      Previously        Options          Total
                              Capital        Received         Received       Shares of
                               Stock       Pursuant to    Pursuant to the     Capital
                           Beneficially      the Plan      Plan in 1997**      Stock
                              Owned*                                          Offered
- -------------------------- -------------- --------------- ----------------- -------------
                                                                   

John F. Akers                   31,962          11,507             3,397       14,904
Robert E. Allen                 13,176           7,979             3,397       11,376
Peter Foy                        3,442            -0-              3,442        3,442
Ray L. Hunt                      7,036           3,639             3,397        7,036
John J. Murphy                  28,054          21,057             3,397       24,454
Sharon Percy Rockefeller        69,127          21,911             3,397       25,308
Franklin A. Thomas               8,036           3,639             3,397        7,036
P. Roy Vagelos                  43,672          10,275             3,397       13,672
Arnold R. Weber                 47,052          37,775             3,397       41,172
                               --------        -------            -------    --------
                               251,557         117,782            30,618      148,400
- -------------------------- -------------- --------------- ----------------- -------------


* These  figures  represent  the  number  of  shares of  PepsiCo  Capital  Stock
beneficially  owned by each  non-employee  director  as of  November  21,  1997,
including  the total  number of  shares,  or  currently  exercisable  options to
purchase shares, of PepsiCo Capital Stock received under the Plan.

** These amounts  reflect  currently  exercisable  options which were granted in
1997. No shares of stock were granted in 1997.