PEPSICO INC
424B2, 1996-09-12
BEVERAGES
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PRICING SUPPLEMENT NUMBER 9                               Filed Under Rule
(To Prospectus dated November 28, 1995)               424(b)(2) and 424(c)
CUSIP 71345L DX-3                                        File No. 33-64243
                                   $25,000,000

                                 PepsiCo, Inc.




        7.50% Callable Fixed Rate Debt Securities Due September 19, 2011
                            Interest Payable Monthly
                             -----------------------


Underwriter:                        Merrill   Lynch,   Pierce,   Fenner  &
                                    Smith Incorporated

Initial Offering Price:             The  7.50%  Callable  Fixed  Rate Debt
                                    Securities   Due  September  19,  2011
                                    ("Notes")  are being  purchased by the
                                    Underwriter   at   97.78%   of   their
                                    principal  amount  and will be sold at
                                    varying   prices   to  be   determined
                                    based on  prevailing  market prices at
                                    the time of sale.

Underwriter's Discount:             2.22%

Currency:                           U. S. Dollars

Date of Issue:                      September 19, 1996

Issuance form:                      Book entry

Scheduled Maturity Date:            September 19, 2011

Interest Rate:                      7.50% per annum

Day count basis:                    30/360

Interest Accrual Date:              September   19,   1996  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.


<PAGE>



Interest Payment Dates:             Monthly  on the  19th of  each  month,
                                    commencing   October  19,  1996,   and
                                    ending  on  the   Scheduled   Maturity
                                    Date    or   an    earlier    Optional
                                    Redemption Date.

Principal Payment Date:             Scheduled   Maturity   Date,   or   an
                                    earlier Optional Redemption Date.

Business Days:                      New York

Calculation Agent:                  PepsiCo, Inc.

Optional Redemption Dates:          The  Notes may be  redeemed,  in whole
                                    but  not in  part,  at the  option  of
                                    PepsiCo,  at  100%  of  the  principal
                                    amount    thereof,     plus    accrued
                                    interest   to   the   date   of   such
                                    redemption,  on  September  19,  2000,
                                    and  semiannually  thereafter  on each
                                    September  19th and March  19th,  upon
                                    30 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:                    September 19, 1996

The Notes will be purchased by the Underwriter at 97.78% of their principal
amount, and will be offered to the public at varying prices to be determined by
the Underwriter based on prevailing market prices at the time of sale.

For U.S. federal income tax purposes, the Notes 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.


                       ----------------------------

                               Merrill Lynch & Co.
                       ----------------------------
September 10, 1996




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