10-Q/A

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  June 14, 1997  (12 and 24 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 July 11, 1997:
1,530,535,858

     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:    August 5, 1997                   Robert L. Carleton
                                     Senior Vice President and
                                     Controller






Date:    August 5, 1997                  Lawrence F. Dickie
                                     Vice President, Associate General
                                     Counsel and Assistant Secretary



























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EX-11

   
                                                            EXHIBIT 11
PEPSICO, INC. AND SUBSIDIARIES
Computation of Net Income Per Share of Capital Stock - Primary
(page 1 of 2)
(in millions except per share amounts, unaudited)

                                      12 Weeks Ended      24 Weeks Ended
                                     6/14/97  6/15/96    6/14/97  6/15/96

Shares outstanding at beginning
  of period                            1,539    1,574      1,545    1,576

Weighted average of shares issued
  during the period for exercise of
  stock options, conversion of
  debentures and payment of
  compensation awards                      3        2          6        7

Share repurchased (weighted)              (8)      (8)       (12)     (12)

Dilutive shares contingently issuable
  upon exercise of stock options,
  conversion of debentures and payment
  of compensation awards, net of shares
  assumed to have been purchased for
  treasury (at the average price) with
  assumed proceeds from exercise of
  stock options and compensation
  awards                                  41       45         40       45

Total shares - primary                 1,575    1,613      1,579    1,616

Net income                            $  656   $  583     $1,083   $  977

Net income per share - primary        $ 0.42   $ 0.36     $ 0.69   $ 0.60





















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