PRICING SUPPLEMENT NUMBER 5                     Filed Under Rule
(To Prospectus dated January 11, 1995)          424(b)(2) and 424(c)
CUSIP 71345L CQ-9                               File No. 33-57181

                              $25,000,000


                             PEPSICO, INC.


         8.00% Callable Debt Securities Due February 23, 2000
                        Interest Payable Semiannually
                        _______________________


Underwriter: Smith Barney Inc.

Initial Offering Price: 100.00%

Underwriter's Discount:   0.00%

Currency: U. S. dollars

Date of Issue: February 23, 1995

Issuance form:  Book entry;  the 8.00% Callable Debt Securities Due
February 23, 2000 will be issued in minimum denominations of $5,000
with additional increments of $1,000.

Scheduled Maturity Date: February 23, 2000

Coupon: 8.00% per annum

Day count basis: 30/360

Interest Accrual Date:  February 23, 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 23 and February
23, commencing August 23, 1995 and ending on the Scheduled Maturity
Date or an earlier Optional Redemption 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 Date: Scheduled Maturity Date, or an earlier Optional 
Redemption Date

Business Days:          New York

Calculation Agent:      PepsiCo, Inc.

Optional Redemption Dates:  The 8.00% Callable Debt Securities Due
February 23, 2000 may be redeemed, in whole but not in part, at the
option of PepsiCo, at 100% of the principal amount thereof, plus
accrued interest to the date of such redemption, on February 23, 1996,
or any subsequent Interest Payment Date prior to the Scheduled Maturity
Date, upon 15 days' written notice by PepsiCo to the holders of such
Notes.

Option to elect prepayment: None

Sinking fund: Not applicable

Settlement Date: February 23, 1995

The 8.00% Callable Debt Securities Due February 23, 2000 will be
purchased by the Underwriter at 100.00% of their principal amount (the
"Initial Offering Price").  The Underwriter has advised PepsiCo that it
intends to offer all or part of the 8.00% Callable Debt Securities Due
February 23, 2000 directly to the public initially at the Initial
Offering Price of such Debt Securities.  After the 8.00% Callable Debt
Securities Due February 23, 2000 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 8.00% Callable Debt
Securities Due February 23, 2000 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.


                      ____________________________
                                   
                           Smith Barney Inc
                      ____________________________

February 13, 1995