PRICING SUPPLEMENT NUMBER 3 Filed Under Rule (To Prospectus dated January 11, 1995) 424(b)(2) and 424(c) CUSIP No. 71345L CN-6 File No. 33-57181 $50,000,000 PEPSICO, INC. 17% Debt Securities Due February 1, 1996 Interest Payable Semiannually _______________________ Underwriter: Morgan Stanley & Co. Incorporated Initial Offering Price: 109.371% Underwriter's Discount: 0.121% Currency: U. S. dollars Date of Issue: February 1, 1995 Issuance form: Book entry Scheduled Maturity Date: February 1, 1996 Coupon: 17.0% per annum Daycount basis: 30/360 Interest Accrual Date: February 1, 1995, or the most recent date for which interest has been paid or provided for, as the case may be. Interest will accrue from each Interest Accrual Date to but excluding the next succeeding Interest Payment Date. Interest Payment Dates: Semiannually on each August 1 and February 1, commencing August 1, 1995 and ending on the Scheduled Maturity Date. If any Interest Payment Date falls on a date that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day. Principal Payment Dates: Scheduled Maturity Date Business Days: New York Calculation Agent: PepsiCo, Inc. Optional Redemption Dates: Not applicable Option to elect prepayment: None Sinking fund: Not applicable Settlement Date: February 1, 1995 The 17% Debt Securities Due February 1, 1996 will be purchased by the Underwriter at 109.25% of their principal amount, and will be initially offered to the public at 109.371% of their principal amount (the "Initial Offering Price"). The Underwriter has advised PepsiCo that it intends to offer all or part of the 17% Debt Securities Due February 1, 1996 directly to the public initially at the Initial Offering Price of such Debt Securities. After the 17% Debt Securities Due February 1, 1996 are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Underwriter. For U.S. federal income tax purposes, the 17% Debt Securities Due February 1, 1996 will be treated as Fixed Rate Debt Securities, issued without OID. This treatment is consistent with the applicable provisions of the Internal Revenue Code of 1986, as amended, and the final OID regulations, which are generally effective for debt instruments issued on or after April 4, 1994. ____________________________ Morgan Stanley & Co. Incorporated ____________________________ January 26, 1995