PRICING SUPPLEMENT NUMBER 2 Filed Under Rule
(To Prospectus dated November 28, 1995) 424(b)(2) and 424(c)
CUSIP 71345L DQ 8 File No. 33-64243
$25,000,000
PEPSICO, INC.
Step-Up Notes Due March 4, 2008
Interest Payable Semiannually
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Underwriter: Dean Witter Reynolds Incorporated
Initial Offering Price: 100.00%
Underwriter's Discount: 0.00%
Currency: U. S. Dollars
Date of Issue: March 4, 1996
Issuance form: Book entry
Scheduled Maturity Date: March 4, 2008
Interest Rate:
March 4, 1996- March 3, 1998 6.000%
March 4, 1998- March 3, 2000 6.125%
March 4, 2000- March 3, 2002 6.250%
March 4, 2002- March 3, 2004 6.500%
March 4, 2004- March 3, 2006 7.000%
March 4, 2006- March 3, 2008 7.500%
Day count basis: 30/360
Interest Accrual Date: March 4, 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.
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Interest Payment Dates: Semiannually on the 4th of March and
September, commencing September 4,
1996, 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 Step-Up Notes Due March 4, 2008
(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
March 4, 1998, and semiannually
thereafter on each March 4th and
September 4th, upon 15 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: March 4, 1996
The Notes will be purchased by the Underwriter at 100.00% 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 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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Dean Witter Reynolds Incorporated
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February 9, 1996
