UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A


(Mark One)
 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the quarterly period ended  September 6, 1997  (12 and 36 Weeks Ended)

OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from              to


Commission file number  1-1183




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


         North Carolina                                   13-1584302
(State or other jurisdiction of                             (I.R.S.
Employer incorporate or organization)                  Identification No.)


     700 Anderson Hill Road
     Purchase, New York                                     10577
(Address of principal executive offices)                  (Zip Code)



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

                               N/A
(Former name, former address and former fiscal year, if changed since last
report.)

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

YES   X    NO



Number of shares of Capital Stock outstanding as of October 3, 1997:
1,517,085,909

   


PEPSICO, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in millions except per share amounts)


                                               52 Weeks Ended
                                      Historical  Pro Forma   Pro Forma
                                      12/28/96   Adjustments  12/28/96
                                    (audited)    (unaudited) (unaudited)
Net Sales                              $20,337                  $20,337

Costs and Expenses, net
  Cost of sales                          8,452                    8,452
  Selling, general and
   administrative expenses               9,063                    9,063
  Amortization of intangible
   assets                                  206                      206
  Unusual items                            576                      576

Operating Profit                         2,040                    2,040

Interest expense                          (565)     $ 200(a)       (365)
Interest income                             91          -            91

Income from Continuing Operations
 Before Income Taxes                     1,566        200(a)      1,766

Provision for Income Taxes                 624         74(b)        698
Income from Continuing
 Operations                                942        126         1,068

Income from Discontinued
 Operations, net of tax                    207       (207)(c)         -

Net Income                             $ 1,149      $ (81)      $ 1,068

Income per share
 Continuing Operations                 $  0.59                  $  0.67
 Discontinued Operations                  0.13                        -
 Net Income Per Share                  $  0.72                  $  0.67

Average Shares Outstanding
 Used To Calculate
 Income Per Share                        1,606                    1,606








See accompanying Notes to Unaudited Pro Forma Financial Statements.


- -10-

    


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








                                           PEPSICO, INC.
                                          (Registrant)






Date:    January 30, 1998                 Sean F. Orr
                                     Senior Vice President and
                                     Controller






Date:    January 30, 1998                Lawrence F. Dickie
                                     Vice President, Associate General
                                     Counsel and Assistant Secretary