PRICING SUPPLEMENT NUMBER 4                            Filed Under Rule
(To Prospectus dated January 11, 1995)             424(b)(2) and 424(c)
CUSIP 71345L CP-1                                     File No. 33-57181



                                 $25,000,000


                                PEPSICO, INC.



                         Step-Up Notes Due February 22, 2002
                              Interest Payable Semiannually
                                  _______________________


   Underwriter:    Morgan Stanley & Co. Incorporated

   Initial Offering Price:   100.00%

   Underwriter's Discount:     0.00%

   Currency:  U. S. dollars

   Date of Issue:  February 22, 1995

   Issuance form:  Book entry

   Scheduled Maturity Date:  February 22, 2002

   Fixed Coupons:

    February 22, 1995 - February 21, 1996:  8.00%
    February 22, 1996 - February 21, 1997:  8.10%
    February 22, 1997 - February 21, 1998:  8.20%
    February 22, 1998 - February 21, 1999:  8.30%
    February 22, 1999 - February 21, 2000:  8.40%
    February 22, 2000 - February 21, 2001:  8.60%
    February 22, 2001 - February 21, 2002:  8.80%

   Day count basis:  30/360


   Interest Accrual Date:  February 22, 1995, 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 each August 22 and February 22, 
   commencing August 22, 1995 and ending on the Scheduled Maturity
   Date or an earlier Optional Redemption Date. If any Interest Payment 
   Date falls on a date that is not a Business Day, such Interest
   Payment Date will be the next succeeding Business Day.

   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 February 22, 2002 
   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 22, 1996, or any subsequent 
   Interest Payment Date prior to the Scheduled Maturity Date, upon 15 
   days' written notice by PepsiCo to the holders of such Notes.
                                                                      
   Option to elect prepayment:  None

   Sinking fund:   Not applicable

   Settlement Date: February 22, 1995

   The Step-Up Notes Due February 22, 2002 will be purchased by the
   Underwriter at 100.00% of their principal amount, and will be initially
   offered to the public 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 Step-Up Notes Due February 22, 2002
   directly to the public initially at the Initial Offering Price of such
   Debt Securities.  After the Step-Up Notes Due February 22, 2002 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 Step-Up Notes Due February
   22, 2002, 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.


                             ____________________________
        
                           Morgan Stanley & Co. Incorporated
                             ____________________________

February 3, 1995