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AMENDMENT NO. 2 TO PRICING SUPPLEMENT NUMBER 1 Filed Under Rule
(To Prospectus dated November 28, 1995) 424(b)(2) and 424(c)
CUSIP 71345L DP-0 File No. 33-64243
$25,000,000
PepsiCo, Inc.
6.60% Callable Debt Securities Due February 28, 2011
Interest Payable Monthly
_______________________
Underwriter: Lehman Brothers Inc.
Initial Offering Price: 100.00%
Underwriter's Discount: 0.00%
Currency: U. S. Dollars
Date of Issue: February 28, 1996
Issuance form: Book entry
Scheduled Maturity Date: February 28, 2011
Coupon: 6.60% per annum
Day count basis: 30/360
Interest Accrual Date: February 28, 1996, 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: Monthly on the 28th of each month,
commencing March 28, 1996, and
ending on the Scheduled Maturity
Date or an earlier Optional
Redemption Date.
Principal Payment Dates: Scheduled Maturity Date, or an
earlier Optional Redemption Date.
Business Days: New York
Calculation Agent: PepsiCo, Inc.
Optional Redemption Dates:
The 6.60% Callable Debt Securities
Due February 28, 2011 (the "Notes")
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 28, 1998, and semiannually
thereafter on each February 28th
and August 28th, upon 15 days'
written notice by PepsiCo to
Trustee under the Indenture dated
as of December 14, 1994 for the
benefit of the holders of such
Notes.
Option to elect prepayment: None
Sinking fund: Not applicable
Settlement Date: February 28, 1996
The Notes 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 Notes directly to the public
initially at the Initial Offering Price of such Debt Securities. After the Notes
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 Notes, 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.
____________________________
February 5, 1996