PRICING SUPPLEMENT NUMBER 3 Filed Under Rule
(To Prospectus dated January 11, 1995) 424(b)(2) and 424(c)
CUSIP No. 71345L CN-6 File No. 33-57181
$50,000,000
PEPSICO, INC.
17% Debt Securities Due February 1, 1996
Interest Payable Semiannually
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Underwriter: Morgan Stanley & Co. Incorporated
Initial Offering Price: 109.371%
Underwriter's Discount: 0.121%
Currency: U. S. dollars
Date of Issue: February 1, 1995
Issuance form: Book entry
Scheduled Maturity Date: February 1, 1996
Coupon: 17.0% per annum
Daycount basis: 30/360
Interest Accrual Date: February 1, 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 1 and
February 1, commencing August 1, 1995 and ending on the Scheduled
Maturity 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
Business Days: New York
Calculation Agent: PepsiCo, Inc.
Optional Redemption Dates: Not applicable
Option to elect prepayment: None
Sinking fund: Not applicable
Settlement Date: February 1, 1995
The 17% Debt Securities Due February 1, 1996 will be purchased by
the Underwriter at 109.25% of their principal amount, and will be
initially offered to the public at 109.371% of their principal
amount (the "Initial Offering Price"). The Underwriter has
advised PepsiCo that it intends to offer all or part of the 17%
Debt Securities Due February 1, 1996 directly to the public
initially at the Initial Offering Price of such Debt Securities.
After the 17% Debt Securities Due February 1, 1996 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 17% Debt Securities Due
February 1, 1996 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.
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Morgan Stanley & Co. Incorporated
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January 26, 1995