PRICING SUPPLEMENT NUMBER 12                      Filed Under
(To Prospectus dated January 11, 1995)            Rule 424(b)(2)
CUSIP No. 71345L CX-4                             and 424 (c)
                                                  File No. 33-57181
                              PEPSICO, INC.

   Underwriters:                 Lehman Brothers Inc.
                                 Bear, Stearns & Co. Inc.

   Initial Offering Price:       99.852%

   Underwriter's Discount:        0.30%

   Currency:                      U. S. Dollars

   Date of Issue:                 May 12, 1995

   Issuance form:                 Book entry

   Scheduled Maturity Date:       May 15, 2000

   Interest Rate:                 6.80% per annum

   Daycount basis:                30/360

   Interest  Accrual Date:        May 12,  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 November 15 and May
                                  15,  commencing November  15,  1995  and
                                  ending on the Scheduled Maturity Date.

  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:                May 12, 1995

The  6.80% Debt Securities Due May 15, 2000 will be purchased  by
the  Underwriters, severally and not jointly, at 99.552% of their
principal amount, and will be initially offered to the public  at
99.852% of their principal amount (the "Initial Offering Price").
The  Underwriters have advised PepsiCo that they intend to  offer
all  or  part  of  the 6.80% Debt Securities  Due  May  15,  2000
directly to the public initially at the Initial Offering Price of
such  Debt Securities.  After the 6.80% Debt Securities  Due  May
15,  2000 are released for sale to the public, the offering price
and  other selling terms may from time to time be varied  by  the

For  U.S.  federal income tax purposes, the 6.80% Debt Securities
Due  May  15, 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.

      ____________________________ ____________________________

     Lehman Brothers Inc.           Bear, Stearns & Co. Inc.
     ____________________________ ____________________________
May 9, 1995