SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                        August 12, 1996 (August 12, 1996)
                     --------------------------------------
                Date of Report (Date of earliest event reported)


                                  PepsiCo, Inc.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

                                 North Carolina
                        ---------------------------------
                 (State or other jurisdiction of incorporation)


               1-1183                             13-1584302
      (Commission File Number)        (IRS Employer Identification No.)



                700 Anderson Hill Road, Purchase, New York 10577
                   -------------------------------------------
                    (Address of Principal Executive Offices)

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





Item 5.            Other Events.

PepsiCo's  1996 earnings will include losses related to its investment in Buenos
Aires   Embotelladora  S.A.  (BAESA),   its  franchised  beverage  bottler  with
operations in Argentina,  Brazil,  Chile,  Costa Rica and Uruguay.  On August 8,
1996 BAESA issued a press release which  reported a loss of $251 million for its
fiscal third quarter ended June 30, 1996. The loss included  approximately  $124
million related to asset writedowns, restructuring and other charges. BAESA also
indicated in its press  release that it expects to record  operating  losses and
other  charges in the fourth  quarter  of its  fiscal  year and may early  adopt
Statement of Financial Accounting Standards No. 121 (SFAS 121),  "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
in its fourth quarter. BAESA must adopt SFAS 121 by October 1, 1996.

PepsiCo  reports its 24% economic  share of BAESA's  losses in equity  earnings.
Before any charges related to BAESA's  adoption of SFAS 121,  PepsiCo  estimates
that its share of BAESA's  losses will reduce third quarter net income per share
by  approximately  $0.04 but is not able to  estimate  the  impact on its fourth
quarter  results.  PepsiCo's  1996  earnings may also be reduced if the carrying
value of our  investment  in BAESA or any BAESA  related  concentrate  assets is
determined to be impaired. PepsiCo's investment in BAESA, after giving effect to
the estimated third quarter losses,  is expected to be approximately $90 million
and the carrying value of the  concentrate-related  assets, as of July 31, 1996,
was approximately $60 million.

As explained in its quarterly report on Form 10-Q for the quarter ended June 15,
1996,  PepsiCo  reports  its share of all of its  international  beverage  joint
ventures' earnings on a lag. Accordingly,  BAESA's results for the months of May
through July and August through November will be included in PepsiCo's third and
fourth quarter results, respectively.

From time to time, in both written reports and oral statements by PepsiCo senior
management,  we may express our expectations regarding future performance of the
Company.  These  "forward-looking   statements"  are  inherently  uncertain  and
investors  must  recognize  that events could turn out to be different from what
senior management expected. Key factors impacting current and future performance
are  described  in  PepsiCo's  1995  Annual  Report in  Management's  Analysis -
Worldwide Marketplace on page 14.









                                   SIGNATURES

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

Date:   August 12, 1996                   PepsiCo, Inc.




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