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


                         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