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PRICING SUPPLEMENT NUMBER 11 Filed Under Rule
(To Prospectus dated January 11, 1995) 424(b)(2) and 424(c)
CUSIP 71345L CW-6 File No. 33-57181
$25,000,000
PEPSICO, INC.
Step-Up Notes Due May 23, 2005
Interest Payable Semiannually
_______________________
Underwriter: Morgan Stanley & Co. Incorporated
Initial Offering Price: 100.00%
Underwriter's Discount: 0.00%
Currency: U. S. Dollars
Date of Issue: May 23, 1995
Issuance form: Book entry
Scheduled Maturity Date: May 23, 2005
Fixed Coupons:
May 23, 1995 - May 22, 1996: 7.50%
May 23, 1996 - May 22, 1997: 7.55%
May 23, 1997 - May 22, 1998: 7.65%
May 23, 1998 - May 22, 1999: 7.75%
May 23, 1999 - May 22, 2000: 8.00%
May 23, 2000 - May 22, 2001: 8.00%
May 23, 2001 - May 22, 2002: 8.25%
May 23, 2002 - May 22, 2003: 8.50%
May 23, 2003 - May 22, 2004: 9.00%
May 23, 2004 - May 22, 2005: 10.00%
Day count basis: 30/360
Interest Accrual Date: May 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 the 23rd of November and May,
commencing November 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 with no additional
interest accruing.
Principal Payment Dates: Scheduled Maturity Date, or an earlier
Optional Redemption Date
Business Days: New York
Calculation Agent: PepsiCo, Inc.
Optional Redemption Dates: The Step-Up Notes Due May 23, 2005 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 May 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: May 23, 1995
The Step-Up Notes Due May 23, 2005 will be purchased by the Underwriter
at 100.00% of their principal amount, and will be initially offered to
the public 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 Step-Up Notes Due May 23, 2005 to the public
initially at the Initial Offering Price of such Debt Securities. After
the Step-Up Notes Due May 23, 2005 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 Step-Up Notes Due May 23,
2005, 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
____________________________
May 3, 1995