PEPSICO INC
8-K, 1996-05-13
BEVERAGES
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                       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


                           May 13, 1996 (May 13, 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

<PAGE>



Item 5. Other Events.

         The information  contained in Exhibit 20 hereto is incorporated  herein
by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

                  (c)      Exhibits.

                  20       Information regarding final tax regulation (Q&A 12)



                                   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:   May 13, 1996                                 PepsiCo, Inc.




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







EXHIBIT 20



On May 9, 1996,  the U.S.  Treasury  Department  promulgated a final  regulation
which  significantly  revised its earlier  proposed change in the tax regulation
known as Q&A 12. As  described  in PepsiCo's  1995 annual  report,  the original
proposal,  if enacted,  was expected to significantly  reduce the tax incentives
associated  with  our  beverage  concentrate  operations  in  Puerto  Rico  and,
therefore, have a significant negative impact on PepsiCo's effective tax rate in
1996, as well as in future years. The final  regulation,  which is effective for
PepsiCo retroactive to December 1, 1994, will not significantly impact PepsiCo.




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