PRICING SUPPLEMENT NUMBER 3 Filed Under Rule
(To Prospectus dated November 28, 1995) 424(b)(2) and 424(c)
CUSIP 71345L DR 6 File No. 33-64243
$35,000,000
PEPSICO, INC.
Callable Debt Securities Due February 23, 2011
Interest Payable on August 23, 2001 and semiannually thereafter
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Underwriter: Smith Barney Inc.
Initial Offering Price: 73.512%
Underwriter's Discount: 0.00%
Currency: U. S. Dollars
Date of Issue: February 23, 1996
Issuance form: Book entry
Scheduled Maturity Date: February 23, 2011
Interest Rate:
February 23, 1996- February 22, 2001 0.000%
February 23, 2001- February 22, 2011 7.000%
Day count basis: 30/360
Interest Accrual Date: February 23, 2001, 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.
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Interest Payment Dates: Semiannually on the 23rd of February
and August, commencing August 23,
2001 and ending on the Scheduled
Maturity Date or an earlier Optional
Redemption Date.
Principal Payment Dates: Scheduled Maturity Date, or an
earlier Optional Redemption Date.
Business Days: New York
Calculation Agent: PepsiCo, Inc.
Optional Redemption Dates: The Callable Debt Securities Due
February 23, 2011 (the "Notes")
may redeemed, in whole but not in
part, at the option of PepsiCo,
at 100% of the principal amount
thereof, plus accrued interest,
if any to the date of such
redemption, on February 23, 2001,
and semiannually thereafter on
each February 23rd and August 23rd,
upon 30 calendar 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: February 23, 1996
The Notes will be purchased by the Underwriter at 73.512% 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 having been
issued with original issue discount. Investors should consult their own tax
advisors with respect to the related tax consequences.
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Smith Barney Inc.
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February 14, 1996
