PRICING SUPPLEMENT NUMBER 2 Filed Under Rule (To Prospectus dated November 28, 1995) 424(b)(2) and 424(c) CUSIP 71345L DQ 8 File No. 33-64243 $25,000,000 PEPSICO, INC. Step-Up Notes Due March 4, 2008 Interest Payable Semiannually ----------------------- Underwriter: Dean Witter Reynolds Incorporated Initial Offering Price: 100.00% Underwriter's Discount: 0.00% Currency: U. S. Dollars Date of Issue: March 4, 1996 Issuance form: Book entry Scheduled Maturity Date: March 4, 2008 Interest Rate: March 4, 1996- March 3, 1998 6.000% March 4, 1998- March 3, 2000 6.125% March 4, 2000- March 3, 2002 6.250% March 4, 2002- March 3, 2004 6.500% March 4, 2004- March 3, 2006 7.000% March 4, 2006- March 3, 2008 7.500% Day count basis: 30/360 Interest Accrual Date: March 4, 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: Semiannually on the 4th of March and September, commencing September 4, 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 Step-Up Notes Due March 4, 2008 (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 March 4, 1998, and semiannually thereafter on each March 4th and September 4th, upon 15 calendar days' written notice by PepsiCo to the 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: March 4, 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. ---------------------------- Dean Witter Reynolds Incorporated ---------------------------- February 9, 1996