PRICING SUPPLEMENT NUMBER 5                                   Filed Under Rule
(To Prospectus dated November 28, 1995)                   424(b)(2) and 424(c)
CUSIP 71345L DT-2                                            File No. 33-64243


                                  PEPSICO, INC.

                7.25% Callable Debt Securities Due April 26, 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:                              April 26, 1996

Issuance form:                              Book entry

Scheduled Maturity Date:                    April 26, 2011

Coupon:                                     7.25% per annum

Day count basis:                            30/360

Interest Accrual Date:                      April 26, 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 26th of each month,  
                                            commencing May 26, 1996, and ending
                                            on the  Scheduled  Maturity  Date  
                                            or an earlier Optional Redemption

Principal Payment Date:                     Scheduled Maturity Date, or an 
                                            earlier Optional Redemption Date.

Business Days:                              New York

Calculation Agent:                          PepsiCo, Inc.

Optional Redemption Dates:                  The 7.25%  Callable  Debt Securities
                                            Due April 26, 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
                                            April 26,  1998,  and  semiannually 
                                            thereafter  on each April 26th  and 
                                            October  26th,  upon 30  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

Option to elect prepayment:                 None

Sinking fund:                               Not applicable

Settlement Date:                            April 26, 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.

April 16, 1995