S-8

As filed with the Securities and Exchange Commission on August 10, 1995
                                       										    File No. 33-
___________________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
    	               Washington, D.C.  20549

                   					    FORM S-8

                     REGISTRATION STATEMENT
      					                   UNDER
                     THE SECURITIES ACT OF 1933
             ------------------------------------------

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

    North Carolina                             13-1584302
(State of Incorporation)                      (I.R.S. No.)

          				  Purchase, New York  10577
 (Address of principal executive offices, including zip code)
          	 ____________________________

          1995 STOCK OPTION INCENTIVE PLAN
          (Full title of the Plan)
      				 ____________________________
        				  Kathleen Allen Luke, Esq.
      Vice President, Corporate Division Counsel
	                    PepsiCo, Inc.
               Purchase, New York  10577
   		  (Name and address of agent for service)

             					  (914) 253-3691
  (Telephone number, including area code, of agent for service)




            				 CALCULATION OF REGISTRATION FEE
______________________________________________________________________
                                           
									 
Title of     Amount to     Proposed   Proposed       
securities   be            maximum    maximum          Amount of
to be        registered*   offering   aggregate        registration fee*
registered                 price per  offering
					                      share*     price *
______________________________________________________________________

PepsiCo,                                           
Inc.                                               
Capital                               
Stock, par                         
value
1-2/3 cents
per share     4,000,000   $46.375    $185,500,000     $63,965.52 
________________________________________________________________________


	*The 4,000,000 shares being registered represent the
approximate number of shares awardable in 1995 under the Plan
described herein, as estimated solely for the purpose of
calculating the registration fee.  Pursuant to Rule 457(h)
under the Securities Act of 1933, the offering price and
registration fee have been calculated on the basis of the
exercise price of the options awarded under the Plan
described herein, which was $46.375.



        PEPSICO, INC. STOCK OPTION INCENTIVE PLAN

                 						 PART II

		INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

	The information listed below, which has been filed by
PepsiCo, Inc. ("PepsiCo") with the Securities and Exchange
Commission (the "Commission"), is specifically incorporated
herein by reference:

	(a)  The description of PepsiCo Capital Stock contained
in PepsiCo's Registration Statement on Form 8-B dated
December 11, 1986;
	(b)  PepsiCo's Annual Report on Form 10-K for its
fiscal year ended December 31,1994;
	(c)  PepsiCo's proxy statement filed pursuant to
Section 14 of the Securities Exchange Act of 1934 in
connection with its 1995 Annual Meeting of Shareholders;
	(d)  PepsiCo's Quarterly Report on Form 10-Q for the
twelve week period ended March 25, 1995; and
	(e)  PepsiCo's Quarterly Report on Form 10-Q for the
twelve and twenty-four week periods ended June 17, 1995.

	All documents filed by PepsiCo pursuant to
Section13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date hereof, and prior to the filing
of a post-effective amendment indicating the termination of
the offering of the securities offered hereby, shall be
deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.

	Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently
filed document which also is or is deemed to be incorporated
by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed
to constitute a part hereof except as so modified or
superseded.

 II-2

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

	LEGAL OPINION

	Kathleen Allen Luke, Esq., Vice President, Corporate
Division Counsel of PepsiCo, has rendered an opinion stating
that the shares of PepsiCo Capital Stock registered
hereunder have been duly and validly issued, and are fully
paid and nonassessable.  Ms. Luke is a full-time employee of
PepsiCo and beneficially owns certain PepsiCo securities,
including PepsiCo Capital Stock and options to purchase
PepsiCo Capital Stock.

	EXPERTS

	The consolidated financial statements and schedule of
PepsiCo, Inc. and Subsidiaries as of December 31, 1994 and December 25, 
1993 and for each of the years in the three year period ended 
December 31, 1994, included in the PepsiCo, Inc. 1994 Annual
Report on Form 10-K have been audited by KPMG Peat Marwick 
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.  Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the
authority of such firm as experts in auditing and
accounting.

	With respect to the unaudited condensed consolidated
interim financial statements of PepsiCo, Inc. and
Subsidiaries as of and for the twelve week period ended March 25, 1995
and as of and for the twelve and twenty-four week periods ended June 17,
1995 incorporated by reference herein, KPMG Peat Marwick LLP
has reported that they have applied limited procedures in
accordance with professional standards for a review of such
financial statements.  However, their separate reports included in
PepsiCo's quarterly reports on Form 10-Q as of and for the twelve week
period ended March 25, 1995 and as of and for the twelve and twenty-four
week periods ended June 17, 1995, incorporated by reference
herein, state that they did not audit and they do not
express an opinion on such condensed consolidated interim
financial statements.  Accordingly, the degree of reliance
on their reports on such financial statements should be restricted in
light of the limited nature of the review procedures
applied.  KPMG Peat Marwick LLP is not subject to the
liability provisions of Section 11 of the Securities Act of
1933 for their reports on the unaudited condensed
consolidated interim financial statements because such
reports are not a "report" or a "part" of the Registration
Statement prepared or certified by the accountants within
the meaning of Sections 7 and 11 of the Securities Act of
1933.

	The financial statements incorporated herein by
reference to all documents subsequently filed by PepsiCo
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities then remaining unsold, are or will be so
incorporated in reliance upon the reports of KPMG Peat
Marwick LLP and any other independent public accountants, and

 II-3

relating to such financial information and upon the
authority of such independent public accountants as experts
in auditing and accounting in giving such reports to the
extent that the particular firm has audited such financial
statements and consented to the use of their reports
thereon.


ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

	(i)  Sections 55-8-50 through 55-8-58 of the North
Carolina Business Corporation Act provide as follows:

	Section 55-8-50.  POLICY STATEMENT AND DEFINITIONS.

		(a)  It is the public policy of this State to
enable corporations organized under this Chapter to attract
and maintain responsible, qualified directors, officers,
employees and agents, and, to that end, to permit
corporations organized under this Chapter to allocate the
risk of personal liability of directors, officers, employees
and agents through indemnification and insurance as
authorized in this Part.

		(b)  Definitions in this Part:

			(1)  'Corporation' includes any domestic or
foreign corporation absorbed in a merger which, if its separate
existence had continued, would have had the obligation or power
to indemnify its directors, officers, employees, or agents, so
that a person who would have been entitled to receive or request
indemnification from such corporation if its separate existence had 
continued shall stand in the same position under this Part with 
respect to the surviving corporation.

			(2)  'Director' means an individual who is or
was a director of a corporation or an individual who, while
a director of a corporation, is or was serving at the
corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise.  A director is considered
to be serving an employee benefit plan at the corporation's
request if his duties to the corporation also impose duties
on, or otherwise involve services by, him to the plan or to
participants in or beneficiaries of the plan.  'Director'
includes, unless the context requires otherwise, the estate
or personal representative of a director.

			(3)  'Expenses' means expenses of every kind
incurred in defending a proceeding, including counsel fees.

			(4)  'Liability' means the obligation to pay
a judgment, settlement, penalty, fine (including an excise
tax assessed with respect to an employee benefit 

 II-4

plan), or reasonable expenses incurred with respect to a proceeding.
			
			(4a)  'Officer', 'employee' or 'agent' includes, unless
the context requires otherwise, the estate or personal representative
of a person who acted in that capacity.

			(5)  'Official capacity' means: (i) when used
with respect to a director, the office of director in a
corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in G.S. 55-
8-56, the office in a corporation held by the officer or the
employment or agency relationship undertaken by the employee
or agent on behalf of the corporation.  'Official capacity'
does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.

			(6)  'Party' includes an individual who was,
is, or is threatened to be made a named defendant or
respondent in a proceeding.

			(7)  'Proceeding' means any threatened,
pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative and
whether formal or informal.

	Section 55-8-51.  AUTHORITY TO INDEMNIFY.

	(a)  Except as provided in subsection (d), a
corporation may indemnify an individual made a party to a
proceeding because he is or was a director against liability
incurred in the proceeding if:

			(1)  He conducted himself in good faith; and

			(2)  He reasonably believed (i) in the case
of conduct in his official capacity with the corporation,
that his conduct was in its best interests; and (ii) in all
other cases, that his conduct was at least not opposed to
its best interests; and

			(3)  In the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was
unlawful.

	(b)  A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in
the interests of the participants in and beneficiaries of
the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

	(c)  The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of no contest
or its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in

 II-5

this section.

		(d)  A corporation may not indemnify a director
under this section:

			(1)  In connection with a proceeding by or in
the right of the corporation in which the director was
adjudged liable to the corporation; or

			(2)  In connection with any other proceeding
charging improper personal benefit to him, whether or not involving 
action in his official capacity, in which he was adjudged liable on the 
basis that personal benefit was improperly received by him.

	(e)  Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation that is concluded without a final adjudication
on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

	(f)  The authorization, approval or favorable
recommendation by the board of directors of a corporation of
indemnification, as permitted by this section, shall not be
deemed an act or corporate transaction in which a director
has a conflict of interest, and no such indemnification
shall be void or voidable on such ground.

	Section 55-8-52.  MANDATORY INDEMNIFICATION.

		Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was
a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.

	Section 55-8-53.  ADVANCE FOR EXPENSES.

		Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the
final disposition of such proceeding as authorized by the
board of directors in the specific case or as authorized or
required under any provision in the articles of
incorporation or bylaws or by any applicable resolution or
contract upon receipt of an undertaking by or on behalf of
the director to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the
corporation against such expenses.

	Section 55-8-54.  COURT ORDERED INDEMNIFICATION.

		Unless a corporation's articles of incorporation
provide otherwise, a director of the corporation who is a
party to a proceeding may apply for indemnification to the
court conducting the proceeding or to another court of
competent jurisdiction.  

 II-6

On receipt of an application, the court after giving any notice the 
court considers necessary may order indemnification if it determines:

			(1)  The director is entitled to mandatory
indemnification under G.S. 55-8-52, in which case the court
shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered
indemnification; or

			(2)  The director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standard of conduct
set forth in G.S. 55-8-51 or was adjudged liable as
described in G.S. 55-8-51(d), but if he was adjudged so
liable his indemnification is limited to reasonable expenses
incurred.

	Section 55-8-55.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.


		(a)  A corporation may not indemnify a director
under G.S. 55-8-51 unless authorized in the specific case
after a determination has been made that indemnification of
the director is permissible in the circumstances because he
has met the standard of conduct set forth in G.S. 55-8-51.

		(b)  The determination shall be made:

			(1)  By the board of directors by majority
vote of a quorum consisting of directors not at the time
parties to the proceeding;

			(2)  If a quorum cannot be obtained under
subdivision (1), by majority vote of a committee duly
designated by the board of directors (in which designation
directors who are parties may participate), consisting
solely of two or more directors not at the time parties to
the proceeding;

			(3)  By special legal counsel (i) selected by
the board of directors or its committee in the manner
prescribed in subdivision (1) or (2); (ii)  if a quorum of
the board of directors cannot be obtained under subdivision
(1) and a committee cannot be designated under subdivision
(2), selected by majority vote of the full board of
directors (in which selection directors who are parties may
participate); or

			(4)  By the shareholders, but shares owned by
or voted under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.

		(c)  Authorization of indemnification and
evaluation as to reasonableness of expenses shall be made in
the same manner as the determination that indemnification is
permissible, except that if the determination is made by
special 

 II-7


legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be made by
those entitled under subsection (b)(3) to select counsel.

	Section 55-8-56.  INDEMNIFICATION OF OFFICERS, EMPLOYEES AND
	AGENTS
		 
		Unless a corporation's articles of incorporation
provide otherwise:

			(1)  An officer of the corporation is
entitled to mandatory indemnification under G.S. 55-8-52,
and is entitled to apply for court-ordered indemnification
under G.S. 55-8-54, in each case to the same extent as a
director;

			(2)  The corporation may indemnify and
advance expenses under this Part to an officer, employee, or
agent of the corporation to the same extent as to a
director; and

			(3)  A corporation may also indemnify and
advance expenses to an officer, employee, or agent who is
not a director to the extent, consistent with public policy,
that may be provided by its articles of incorporation,
bylaws, general or specific action of its board of
directors, or contract.

	Section 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE.

		(a)  In addition to and separate and apart from
the indemnification provided for in G.S. 55-8-51, 55-8-52,
55-8-54, 55-8-55 and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or
resolution indemnify or agree to indemnify any one or more
of its directors, officers, employees, or agents against
liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the
corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities;
provided, however, that a corporation may not indemnify or
agree to indemnify a person against liability or expenses he
may incur on account of his activities which were at the
time taken known or believed by him to be clearly in
conflict with the best interests of the corporation.  A
corporation may likewise and to the same extent indemnify or
agree to indemnify any person who, at the request of the
corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or
other enterprise or as a trustee or administrator under an
employee benefit plan.  Any provision in any articles of
incorporation, bylaw, contract, or resolution permitted
under this section may include provisions for recovery from
the corporation of reasonable costs, expenses, and
attorneys' fees in connection with the enforcement of rights
to indemnification granted therein and may further include
provisions establishing reasonable procedures for
determining and enforcing the rights granted therein.

 II-8

		(b)  The authorization, adoption, approval, or
favorable recommendation by the board of directors of a
public corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted
in this section, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest,
and no such articles of incorporation or bylaw provision or
contract or resolution shall be void or voidable on such
grounds.  The authorization, adoption, approval, or
favorable recommendation by the board of directors of a
nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted
in this section, which occurred on or prior to July 1, 1990,
shall not be deemed an act or corporate transaction in which
a director has a conflict of interest, and no such articles
of incorporation, bylaw provision, contract or resolution
shall be void or voidable on such grounds.  Except as
permitted in G.S. 55-8-31, no such bylaw, contract, or
resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or
liabilities asserted against any director prior to its
adoption, authorization, or approval by the board of
directors.

		(c)  A corporation may purchase and maintain
insurance on behalf of an individual who is or was a
director, officer, employee, or agent of the corporation, or
who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability
asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to
indemnify him against the same liability under any provision
of this Chapter.

	Section 55-8-58.  APPLICATION OF PART.

		(a)  If articles of incorporation limit
indemnification or advance for expenses, indemnification and
advance for expenses are valid only to the extent consistent
with the articles.

		(b)  This Part does not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with his appearance as a witness in a proceeding
at a time when he has not been made a named defendant or
respondent to the proceeding.

		(c)  This Part shall not affect rights or
liabilities arising out of acts or omissions occurring
before July 1, 1990.

	(ii) Section 3.07 of Article III of the By-Laws of
PepsiCo provides as follows:

	Unless the Board of Directors shall determine
otherwise, the Corporation shall 

 II-9 

indemnify, to the full extent permitted by law, any person who 
was or is, or who is threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, his testator
or intestate, is or was a director, officer or employee of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit or proceeding.  Such indemnification may, in the
discretion of the Board, include advances of a director's,
officer's or employee's expenses prior to final disposition
of such action, suit or proceeding.  The right of
indemnification provided for in this Section 3.07 shall not
exclude any rights to which such persons may otherwise be
entitled by contract or as a matter of law.

	(iii)     Officers and directors of PepsiCo are
presently covered by insurance which (with certain
exceptions and within certain limitations) indemnifies them
against any losses arising from any alleged wrongful act
including any alleged error or misstatement or misleading
statement or wrongful act or omission or neglect of duty.

	(iv)      PepsiCo has entered into indemnification
agreements with its directors whereby (with certain
exceptions) PepsiCo will, in general, indemnify directors,
to the extent permitted by law, against liabilities, costs
or expenses arising out of his or her status as a director
by reason of anything done or not done as a director.

ITEM 8.     EXHIBITS

	The Index to Exhibits is incorporated herein by
reference.


ITEM 9.       UNDERTAKINGS

	(a)  The undersigned registrant hereby undertakes:

	(1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:

	(i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

	(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;

	(iii)     To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any 

 II-10

material change to such information in the Registration Statement;

PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.

	(2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

	(3)  To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

	(b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

	(c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In
the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


 S-1


             					SIGNATURES

	Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Purchase, New York, on the
10th day of August, 1995.

                  							PEPSICO, INC.


                          By: /s/LAWRENCE F. DICKIE
  							                     ______________________
                              Lawrence F. Dickie
                              Vice President, Associate
          	                   General Counsel and Assistant
	         	                   Secretary 
							


Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.



                                               
Signature                    Title                   Date
---------                    -----                   -----           
D. Wayne Calloway  *         Chairman of the Board   August 10, 1995
(D. Wayne Calloway)          and Chief Executive
					                        Officer
					    
										   
Robert G. Dettmer  *         Executive Vice          August 10, 1995
(Robert G. Dettmer)          President
                    					    and Chief Financial
					                        Officer
										   
Robert L. Carleton  *        Senior Vice President   August 10, 1995
(Robert L. Carleton)         and Controller (Chief
					                        Accounting Officer)
										   
John F. Akers  *             Director                August 10, 1995
(John F. Akers)                                     
										   
Robert E. Allen  *           Director                August 10, 1995
(Robert E. Allen)                                   
										   
Roger A. Enrico  *           Vice Chairman of the    August 10, 1995
(Roger A. Enrico)            Board and Chairman and  
					                        Chief Executive
					                        Officer, PepsiCo
					                        Worldwide Restaurants
										   
John J. Murphy  *            Director                August 10, 1995
(John J. Murphy)                                   
										   
 S-2

Andrall E. Pearson  *        Director                August 10, 1995
(Andrall E. Pearson)                                 
										   
Sharon Percy Rockefeller  *  Director                August 10, 1995
(Sharon Percy Rockefeller)                           
										   
Roger B. Smith  *            Director                August 10, 1995
(Roger B. Smith)                                     
										   
Robert H. Stewart, III  *    Director                August 10, 1995
(Robert H. Stewart, III)                             
										   
Franklin A. Thomas  *        Director                August 10, 1995
(Franklin A. Thomas)                                
										   
P. Roy Vagelos  *            Director                August 10, 1995
(P. Roy Vagelos)                                     
										   
Arnold R. Weber  *           Director                August 10, 1995
(Arnold R. Weber)                                    


	 
*By:  /s/ LAWRENCE F. DICKIE
	 ______________________
	(Lawrence F. Dickie)
	Attorney-in-Fact

 E-1


						              INDEX TO EXHIBITS

                                                         
Exhibit No.       Description                                  Page

4 (a)             Restated Articles of Incorporation of          *
			               PepsiCo, Inc., which is incorporated herein
			               by reference from Exhibit 4(a) to PepsiCo's
			               Registration Statement on Form S-3
			               (Registration No. 57181).
										    
(b)               By-Laws of PepsiCo, Inc., as amended, which    *
			               is incorporated by reference from Exhibit
			               3(ii) to PepsiCo's Annual Report on Form 10-K
			               for the fiscal year ended December 26,
		            	   1992.
										    
(c)               PepsiCo, Inc. 1995 Stock Option Incentive    
			               Plan.
										    
5                 Opinion and consent of Kathleen Allen Luke,  
			               Esq., Vice President and Corporate Division
			               Counsel of PepsiCo.
	    
15                Letter from KPMG Peat Marwick LLP regarding    *
			               unaudited interim financial information,
			               incorporated by reference from Exhibit 15 to
			               PepsiCo's Quarterly Report on Form 10-Q for
			               the twelve week period ended March 25, 1995
			               and the twelve and twenty-four week period
			               ended June 17, 1995.
										    
23 (a)            Consent of KPMG Peat Marwick LLP             

										    
(b)               The consent of Kathleen Allen Luke, Esq. is    *
            			   contained in her opinion filed as Exhibit 5.
										    
24                Power of Attorney of PepsiCo, Inc. and         *
			               certain of its officers and directors, filed
			               as Exhibit 24 to PepsiCo's Annual Report on
			               Form 10-K for the fiscal year ended December
			               31, 1994, is incorporated herein by reference.
_______________________________________
*Previously filed or incorporated by reference

EX-4.C

												
					    
						
				    PEPSICO, INC.
						
		    1995 Stock Option Incentive Plan
						

    1.   PURPOSES.  The principal purposes of the 1995 Stock
Option  Incentive Plan (the "Plan") are to provide long-term
incentives  in  the form of stock options to  those  persons
with  significant responsibility for the success and  growth
of   PepsiCo,  Inc.  and  its  subsidiaries, affiliates, div-
isions  and other businesses in which it has a substantial fi-
nancial interest, to assist the Company in attracting and 
retaining key employees on a competitive basis, 
and  to associate  the  interests of such employees  with  those  
of PepsiCo's shareholders.

    2.   DEFINITIONS.  Unless the context clearly  indicates
otherwise,  the  following terms, when used  in  this  Plan,
shall have the meanings set forth below:
	  (a)  "Capital Stock" or "Stock" means PepsiCo Capital
   Stock, par value 1-2/3 cents per share.
	  (b)  "Committee" means the Compensation Committee  of
   the  Board  of  Directors of PepsiCo, as  appointed  from
   time  to  time by the Board, consisting of  two  or  more
   outside, disinterested members of the Board.
	  (c)  "Company"  means PepsiCo, Inc.,  its  divisions,
   direct   and   indirect   subsidiaries, affiliates and  
   other businesses in which it has a substantial financial 
   interest.
	  (d) "Fair Market Value" means an amount equal to  the
   mean  of the high and low sales prices for Capital  Stock
   as  reported on the composite tape for securities  listed
   on  the  New York Stock Exchange, on the date in question
   (or,  if no sales of Stock were made on said Exchange  on
   such  date, on the next preceding day on which sales were
   made  on  such  Exchange), carried out  to  four  decimal
   places.
	  (e)  "Grant Date" means the date an Option is granted
   under the Plan.  The date of grant of an Option shall  be
   the  date as of which the Committee determines that  such
   Option shall become effective.
	  (f)  "Option" or "Stock Option" means a right granted
   under  the  Plan  to purchase a share of PepsiCo  Capital
   Stock at a fixed price for a specified period of time.
	  (g)  "Option Exercise Price" means the price at which
   a  share  of  Capital Stock covered by an Option  granted
   hereunder may be purchased.
	  (h)  "Optionee"  means an eligible  employee  of  the
   Company  who  has received a Stock Option  granted  under
   the Plan.
	  (i)  "PepsiCo" means PepsiCo, Inc., a North  Carolina
   corporation.
	  (j) "Retirement" means termination from employment by
   the  Company  for  reasons other  than  death  after  the
   employee  has  fulfilled the requirements  for  either  a
   normal,  early  or  disability  retirement  pension,   as
   defined    under   the   Company's   retirement   program
   applicable  to  such employee at the date of  termination
   of employment.
	  (k)  "Totally  Disabled" shall have the  meaning  set
   forth  in  the  Company's  long term  disability  program
   applicable to U.S. salaried employees.

    3.   ADMINISTRATION OF THE PLAN.   The  Plan  shall  be
administered  by  the Committee, which shall  have  all  the
powers vested in it by the terms of the Plan, including, but
not   limited  to, authority to determine the persons to  be
granted  Options under the Plan, to determine the  size  and
applicable terms and conditions of grants to be made to such
persons, to determine the time when Options will be  granted
and  any  conditions  which must be satisfied  by  employees
before  an award is made, to determine when Options  may  be
exercised  and  whether they may be deferred,  to  determine
whether  an  award should be reduced or eliminated,  and  to
authorize grants to eligible persons.

    The  Committee  shall have full power and  authority  to
administer  and interpret the Plan and to adopt such  rules,
regulations, agreements, guidelines and instruments for  the
administration of the Plan as the Committee deems  necessary
or  advisable.  The Committee's interpretations of the 

 2

Plan, and  all  actions  taken  and  determinations  made  by  the
Committee   concerning  any matter  arising  under  or  with
respect  to  the  Plan  or  any  Options  granted  hereunder
shall  be final,  binding  and  conclusive on all  parties  
concerned, including,  without limitation, Optionees, the Company,  
its employees, PepsiCo and its shareholders.

   4.  ELIGIBILITY.  All Company employees who hold positions 
graded at Level 12, 13,  14  or  15,  or  the equivalent, on a  
Grant  Date  are eligible to be granted Options under the Plan.  
To receive a grant the employee must have been nominated for an 
award  by his or her Division.  Employees who are hired at or promoted
to  an eligible level after a Grant Date will only be eligible to
receive a grant on the next Grant Date.  Notwithstanding the
foregoing,  no  employee may be granted  Options  which,  if
exercised  in  the aggregate, would result in that  employee
receiving  more  that 10% of the maximum  number  of  shares
available for issuance under the Plan.

    5.   AWARDS.   Stock Options will be  granted annually
in July of each year in amounts  determined from time to time 
by the Committee.  The amounts may vary by grade  level.  All 
Options granted under the Plan  shall  be evidenced by agreements 
containing such terms and conditions (not  inconsistent  with  
the Plan)  as  the  Committee  may determine, subject to the following:
	  (a) Option Exercise Price.  The Option Exercise Price
   shall  be  equal to the Fair Market Value of a  share  of
   Capital Stock on the Grant Date.
	  (b)  Term.   Unless terminated earlier in  accordance
   with  their terms, Options will expire on July 31 of  the
   10th  year  after the date of their grant.  For  example,
   if  an Option is granted on July 27, 1995, it will expire
   on July 31, 2005
	  (c)  Exercisability.  Options shall vest  and  become
   exercisable  on  August  1  of  the  calendar  year  that
   immediately  succeeds the calendar  year  in  which  such
   Options  were  granted.  For example,  if  an  Option  is
   granted  on  July  27,  1995, it  will  vest  and  become
   exercisable   on  August  1,  1996.   Once   exercisable,
   Options  may be exercised until the expiration  of  their
   term.   Fractional  Options may not be exercised  and  no
   fractional  shares  shall be purchasable  or  deliverable
   under the Plan.
	   (d)   Termination   of  Employment,   Death,   Total
   Disability    or    Retirement.    All   Options    shall
   automatically   expire  upon,  and  no  Option   may   be
   exercised   after,  the  termination  of  the  Optionee's
   employment with the Company, provided, however,  that  if
   such  termination  occurs  by reason  of  the  Optionee's
   death,   Total   Disability  or  Retirement,   then   the
   Optionee's  designated beneficiary (or, if none,  his  or
   her  legal representative), in the event of death, or the
   Optionee,   in   the   event  of  Retirement   or   Total
   Disability,  shall be vested with and have the  right  to
   exercise  that portion of the Options which is in proportion
   to  the  Optionee's  active service  during  the  vesting
   period.   Such  Options  may  be  exercised  during   the
   remaining term of the Options.
	  (e)  Buy-out  of  Option Gains.  The Committee  shall
   have  the right, at any time, in its sole discretion  and
   without  the consent of the holder thereof, to  cancel  a
   Stock  Option  and pay to the holder the  excess  of  the
   Fair  Market  Value of the shares covered by such  Option
   over  the  Option Exercise Price for such Option  as of the
   date  the  Committee  provides  written  notice  of   its
   intention  to exercise this right.  Payments of  buy  out
   amounts may be made in cash, in shares of Capital  Stock,
   or  partly  in cash and partly in Capital Stock,  as  the
   Committee deems advisable.  Payments of any such buy  out
   amounts  shall  be  made net of any  applicable  foreign,
   federal  (including  FICA), state and  local  withholding
   taxes.
	  (f)  Misconduct.  In the event that an  Optionee  has
   (i)   used   for  profit  or  disclosed  to  unauthorized
   persons,  confidential information or  trade  secrets  of
   the  Company, (ii) breached any contract with or violated
   any  fiduciary  obligation to the Company, (iii)  engaged
   in  unlawful trading in the securities of PepsiCo  or  of
   another  company based on information gained as a  result
   of  that Optionee's employment with the Company, or  (iv)
   committed  a  felony or other serious  crime,  then  that
   Optionee  may, at the option of the Company, forfeit  all
   rights to any unexercised Options granted under the  Plan
   and  in  such  event  all of that Optionee's  outstanding
   Options shall automatically terminate and lapse.
	  (g)  Assignment  or Transfer.  Unless  the  Committee
   shall   specifically  determine  otherwise,   during   an
   Optionee's  lifetime,  his or her Options  shall  not  be
   transferable  and  shall  only  be  exercisable  by   the 
   Optionee  and any purported  transfer shall  be  null  and 
   void.   
   
    3

   No  Option, nor any rights or  interests therein, 
   shall  be  assignable or transferable except by  
   will  or the laws of descent and distribution.

    6.   FOREIGN EMPLOYEES.  Without amending the Plan,  the
Committee  may grant Options to eligible employees  who  are
foreign  nationals  on  such terms and conditions  different
from those specified in this Plan as may in the judgment  of
the  Committee  be  necessary or  desirable  to  foster  and
promote  achievement of the purposes of the  Plan,  and,  in
furtherance  of such purposes the Committee  may  make  such
modifications, amendments, procedures, subplans and the like
as  may  be necessary or advisable to comply with provisions
of  laws in other countries in which the Company operates or
has employees.

    7.   EXERCISING OPTIONS.  To exercise  an  Option,  the
holder  thereof shall give notice of his or her exercise  to
PepsiCo,  or its agent, specifying the number of  shares  of
Capital  Stock to be purchased and identifying the  specific
Options  that are being exercised.  From time  to  time  the
Committee  may  establish procedures relating  to  effecting
such   exercises.   An  Option  is  exercisable  during   an
Optionee's lifetime only by the Optionee, provided, however,
that  in the event the Optionee is incapacitated and  unable
to  exercise Options, such Options may be exercised by  such
Optionee's  legal guardian, legal representative,  fiduciary
or other representative whom the Committee deems appropriate
based on applicable facts and circumstances.

    8.   PAYMENT OF OPTION EXERCISE PRICE.   The  Option
Exercise Price for the Options being exercised must be  paid
in  full  at  time  of issuance of the  Capital  Stock.   In
addition,  in  order  to  enable the  Company  to  meet  any
applicable  foreign,  federal (including  FICA),  state  and
local  withholding tax requirements, an Optionee shall  also
be  required to pay the amount of tax to be withheld at  the
time  of  exercise.  No share of Stock will be delivered  to
any  Optionee  until all such amounts have been  paid.   The
obligation of PepsiCo to deliver cash or Capital Stock shall
be  subject to currency or other restrictions imposed by any
government.

   9.  SHARES OF STOCK SUBJECT TO THE PLAN.  The shares that
may  be  delivered  or purchased under the  Plan  shall  not
exceed  an aggregate of 25,000,000 shares of Capital  Stock,
subject  to  any adjustments which may be made  pursuant  to
Section 10 hereof.  Shares of Stock used for purposes of the
Plan may be either shares of authorized but unissued Capital
Stock  or treasury shares or both.  Stock covered by Options
which  have terminated or expired prior to exercise or  have
been surrendered or cancelled shall be available for further
option hereunder.

    10. DILUTION AND OTHER ADJUSTMENTS.  In the event of any
change  in the outstanding shares of Capital Stock by reason
of   any  stock  split,  stock  dividend,  recapitalization,
merger, consolidation, combination or exchange of shares  or
other  similar corporate change, such equitable  adjustments
may be made in the Plan and the Options granted hereunder as
the  Committee  determines  are  necessary  or  appropriate,
including,  if  necessary, an adjustment in  the  number  of
shares  and  Option Exercise Prices per share applicable  to
Options  then outstanding and in the number of shares  which
are   reserved  for  issuance  under  the  Plan.   Any  such
adjustment shall be conclusive and binding for all  purposes
of the Plan.

    11.  REGISTRATION, LISTING AND QUALIFICATION OF SHARES.
Each  Option shall be subject to the requirement that if  at
any  time the registration, listing or qualification of  the
shares covered thereby upon any securities exchange or under
any foreign, federal, state or local law, or the consent  or
approval  of any governmental regulatory body, is determined
to  be  necessary  or  desirable as a condition  of,  or  in
connection with, the granting of such Option or the purchase
of  shares  thereunder, no such Option may be  delivered  or
exercised,  as  the  case  may be,  unless  and  until  such
registration,  listing, qualification, consent  or  approval
shall  have been effected or obtained free of any  condition
not  acceptable to the Committee.  Any person exercising  an
Option  shall  make such representations and agreements  and
furnish  such  information as the Committee may  request  to
assure compliance with the foregoing or any other applicable
legal requirements.

 4

    12. NO RIGHTS TO OPTIONS OR EMPLOYMENT.  No employee  or
other person shall have any claim or right to be granted  an
Option under the Plan.  Having received an Option under  the
Plan  shall  not give an employee any right to  receive  any
other  grant  under  the Plan.  An Optionee  shall  have  no
rights  to  or  interest in any Option except as  set  forth
herein  or  in  the  terms  and conditions  of  the  Option.
Neither  the  Plan nor any action taken hereunder  shall  be
construed as giving any employee any right to be retained in
the employ of the Company.

    13.  RIGHTS AS SHAREHOLDER.  An Optionee under the  Plan
shall  have  no  rights as a holder of  Capital  Stock  with
respect  to  Options  granted hereunder,  unless  and  until
certificates for shares of Capital Stock are issued to  such
Optionee.

   14. COSTS AND EXPENSES.  Except as provided in Sections 5
and  8  hereof with respect to taxes, the costs and expenses
of  administering  the Plan shall be borne  by  PepsiCo  and
shall  not  be  charged to any grant  nor  to  any  employee
receiving a grant.

    15.  PLAN UNFUNDED.  The Plan shall be unfunded.  Except
for  reserving a sufficient number of authorized  shares  to
the  extent required by law to meet the requirements of  the
Plan, PepsiCo shall not be required to establish any special
or  separate fund or to make any other segregation of assets
to  assure  the  delivery  of  PepsiCo  Capital  Stock  upon
exercise of any Option granted under the Plan.

    16. AMENDMENTS.  The Committee may at any time terminate
or from time to time amend the Plan in whole or in part, but
no   such  action  shall  adversely  affect  any  rights  or
obligations  with  respect to any  awards  theretofore  made
under the Plan.  With the consent of affected Optionees, the
Committee may amend outstanding agreements evidencing awards
under  the Plan in a manner not inconsistent with the  terms
of the Plan.

    17.  OTHER ACTIONS.  This Plan shall not  restrict  the
authority  of  the  Committee  or  of  PepsiCo,  for  proper
corporate purposes, to grant or assume stock options,  other
than  under the Plan, to or with respect to any employee  or
other person.

    18.  GOVERNING LAW.  This Plan shall be governed by  and
construed in accordance with the laws of the State of  North
Carolina.

    19.  EFFECTIVENESS OF THE PLAN.  This Plan shall  become
effective on July 27, 1995.

EX-5

									   
            										   EXHIBIT 5

                      	August 10, 1995

PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York  19577

Dear Sir or Madam:

	As Vice President, Corporate Division Counsel of
PepsiCo, Inc. ("PepsiCo"), I have acted as counsel to
PepsiCo in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed today
with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as
amended (the "Act"), of 4,000,000 shares of PepsiCo Capital
Stock, par value 1-2/3 cents per share (the "Shares"),
pursuant to the PepsiCo 1995 Stock Option Incentive Plan
(the "Plan").

	In connection with the opinion set forth below, I have
examined such records and documents and have made such
investigations of law and fact as I have deemed necessary.

	Based upon the foregoing, it is my opinion that the
Shares being registered pursuant to the Registration
Statement to which this opinion is an exhibit, when sold in
accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.

	I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my
name in the Registration Statement under the caption "Legal
Opinion".  In giving this consent, I do not admit that I am
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

					   Very truly yours,


					   /s/ KATHLEEN ALLEN LUKE
		    

EX-23.A

                                     									    Exhibit 23 (a)


			    Consent of Independent Auditors


The Board of Directors
PepsiCo, Inc.

We consent to the use of our report dated February 7, 1995
on the consolidated financial statements and schedule of
PepsiCo, Inc. and subsidiaries as of December 31, 1994 and
December 25, 1993 and for each of the years in the three
year period ended December 31, 1994 incorporated herein by
reference in the Registration Statement on Form S-8 of
PepsiCo, Inc. pertaining to the 1995 Stock Option Incentive
Plan and to the reference to our firm under the heading
"Experts" in the Registration Statement.

Our report refers to PepsiCo, Inc.'s adoption of the
Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits," and the change in
the method of calculating the market-related value of
pension plan assets used in the determination of pension
expense in 1994, and PepsiCo's adoption of the Financial
Accounting Standards Board's Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109,
"Accounting for Income Taxes" in 1992.  Further, we
acknowledge our awareness of the use therein of our review
reports dated May 2, 1995 and July 25, 1995 related to our
review of interim financial information.  Our review reports
refer to PepsiCo, Inc.'s adoption of the Financial
Accounting Standards Board's Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," and the change in the method of
calculating the market-related value of pension plan assets
used in the determination of pension expense in 1994, and
PepsiCo's adoption of the Financial Accounting Standards
Board's Statements of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" and No. 109, "Accounting for Income
Taxes" in 1992.

Pursuant to Rule 436(c) under the Securities Act of 1933,
such review report is not considered a part of a
registration statement prepared or certified by an
accountant or a report prepared or certified by an
accountant within the meaning of sections 7 and 11 of the
Act.



					 /s/   KPMG Peat Marwick LLP

New York, New York
August 10, 1995