SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


                 January 10, 1996                      (January 9, 1996)
                Date of Report               (Date of earliest event reported)


                                 PEPSICO, INC.
             (Exact name of registrant as specified in its charter)

                                 North Carolina
                 (State or other jurisdiction of incorporation)


                  1-1183                       13-1584302
           (Commission File Number) (IRS Employer Identification No.)



               700 Anderson Hill Road, Purchase, New York, 10577
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (914) 253-2000





Item 5. Other Events

     The information contained in Exhibit 20 hereto is incorporated herein by 
reference.

Item 7. Financial Statements and Exhibits

     (c) Exhibits

          20 Press release dated January 9, 1996 from PepsiCo, Inc.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

Date: January 10, 1996                               PepsiCo, Inc.




                                                  By: /s/ LAWRENCE F. DICKIE
                                                      -------------------------
                                                          Lawrence F. Dickie
                                                             Vice President,
                                                      Associate General Counsel
                                                       and Assistant Secretary



Purchase,  N.Y.  (January 9,  1996)--PepsiCo,  Inc. today  announced that it has
adopted Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of"
(SFAS 121),  as of the  beginning  of the fourth  quarter of 1995.  SFAS 121 was
issued in March of 1995 and is required to be adopted in 1996.

SFAS 121 has nocash impact at all. It is simply a required  accounting change in
the method of determining and measuring impairment for long-lived assets used in
the  business.   It  resulted  in  a  charge  to  fourth  quarter   earnings  of
approximately $384 million after-tax or $0.48 per share. The cause of the charge
was the new standard's  requirement to evaluate  impairment of long-lived assets
in smaller groups,  particularly in the restaurant segment. This charge resulted
in a noncash benefit to ongoing  earnings in the fourth quarter and will provide
a noncash benefit in future years from reduced depreciation and amortization.

Wayne Calloway,  Chairman and Chief Executive  Officer said:  "It's important to
understand  that  while  the  impairment  charge  is  primarily  related  to our
restaurant business, its noncash nature means that it has had nothing to do with
one of PepsiCo's big stories in 1995, the dramatic  improvement in the cash flow
from our restaurant business. Compared to 1994, the restaurant segment generated



about a $500 million  increase in cash after taxes. We achieved that by reducing
the number of new  company-owned  stores built this year,  selling some existing
stores  to  franchisees  and  reducing  the  amount  spent on  acquisitions.  In
addition,  if we look at ongoing  profits by  excluding  the  initial  impact of
adopting  SFAS 121, we expect to meet  investor  expectations  for  consolidated
profit growth in 1995.

"For 1996, we remain  optimistic  about the  prospects for earnings  growth from
ongoing  operations for all our segments.  As a result,  we expect  earnings per
share from ongoing  operations to approximate our historical  growth rate of 15%
per year."