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 $200,000,000 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 Underwriters. 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