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PRICING SUPPLEMENT NUMBER 10 Filed Under Rule
(To Prospectus dated November 28, 1995) 424(b)(2) and 424(c)
CUSIP 71345L DY-1 File No. 33-64243
$50,000,000
PepsiCo, Inc.
Callable Fixed Rate Debt Securities Due October 25, 2011
Interest Payable Semiannually
_______________________
Underwriter: Bear, Stearns & Co. Inc.
Initial Offering Price: 100.00%.
Underwriter's Discount: 0%
Currency: U. S. Dollars
Date of Issue: October 25, 1996
Issuance form: Book entry
Scheduled Maturity Date: October 25, 2011
Interest Rate: October 25, 1996 - October 24, 1998 8.00%
October 25, 1998 - October 24, 2011 7.15%
Day count basis: 30/360
Interest Accrual Date: October 25, 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 25th of each October
and April, commencing April 25, 1997, and
ending on the Scheduled Maturity Date or an
earlier Optional Redemption Date.
Principal Payment Date: Scheduled Maturity Date, or an earlier
Optional Redemption Date.
Business Days: New York
Calculation Agent: PepsiCo, Inc.
Optional Redemption Dates: The Callable Fixed Rate Debt Securities Due
October 25, 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 October 25,
1998 and semiannually thereafter on each
October 25th and April 25th, upon 15 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: October 25, 1996
The Notes will be purchased by the Underwriter at 100.00% of their
principal amount, and will be offered to the public at varying prices to
be determined by the Underwriter based on prevailing market prices at
the time of sale.
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.
____________________________
Bear, Stearns & Co. Inc.
____________________________
October 15, 1996