AMENDMENT NUMBER 1 TO
PRICING SUPPLEMENT NUMBER 4                          Filed Under Rule
(To Prospectus dated November 28, 1995)              424(b)(2) and 424(c)
CUSIP 71345L DS-4                                    File No. 33-64243

    
  
                                   $25,000,000



                                  PEPSICO, INC.



                7.50% Callable Debt Securities Due April 25, 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 25, 1996

       Issuance form:                       Book entry

       Scheduled Maturity Date:             April 25, 2011

       Coupon:                              7.50% per annum
                                                              
       Day count basis:                     30/360

       Interest Accrual Date:               April 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:              Monthly on the 25th of each month,  
                                            commencing  May 25, 1996, 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 7.50% Callable  Debt  Securities
                                            Due April 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 
                                            April 25, 1998, and  semiannually  
                                            thereafter  on each April 25th and 
                                            October 25th,  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
                                            Notes.

       Option to elect prepayment:          None

       Sinking fund:                        Not applicable

       Settlement Date:                     April 25, 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 11, 1996