As filed with the Securities and Exchange Commission on March 1, 1996

                                                  Registration No. ___________
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              ---------------------
                                  PepsiCo, Inc.
             (Exact name of registrant as specified in its charter)

                            North Carolina       13-1584302
                      (State of Incorporation)   (I.R.S. No.)

                            Purchase, New York 10577
          (Address of principal executive offices, including zip code)

                      Restaurant Deferred Compensation Plan
                            (Full title of the Plan)

                            Kathleen Allen Luke, Esq.
                   Vice President, Corporate Division Counsel
                                  PepsiCo, Inc.
                            Purchase, New York 10577
                     (Name and address of agent for service)
                                 (914) 253-3691
          (Telephone number, including area code, of agent for service)

<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE   

Title of                      Proposed    Proposed      Amount of
securities to be  Amount      maximum     maximum       registration      
registered (1)    to be       offering    aggregate     fee        
                  registered  price       offering    
                              per         price (2)
                              obligation    
 ------------------------------------------------------------------------------
<S>              <C>          <C>          <C>            <C>
Deferred
Compensation
Obligations      $4,000,000   100%         $4,000,000     $1,379.31
-------------------------------------------------------------------------------
</TABLE>

(1) The Deferred Compensation Obligations are unsecured obligations of PepsiCo,
    Inc. to pay deferred compensation in the future in accordance with the terms
    of the Restaurant Deferred  Compensation Plan. 
(2) Estimated solely for the purpose of determining the registration fee.
-------------------------------------------------------------------------------



<PAGE>

                      RESTAURANT DEFERRED COMPENSATION PLAN


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference

         The information listed below, which has been filed by PepsiCo, Inc.
("PepsiCo") with the Securities and Exchange Commission (the "Commission"), is
specifically incorporated herein by reference:

         (a)    PepsiCo's Annual Report on Form 10-K for its fiscal year
                ended December 31,1994;
         (b)    PepsiCo's proxy statement filed pursuant to Section
                14 of the Securities Exchange Act of 1934 in connection with
                its 1995 Annual Meeting of Shareholders;
         (c)    PepsiCo's  Quarterly  Report on Form 10-Q for the twelve  weeks
                ended March 25, 1995;
         (d)    PepsiCo's  Quarterly  Report on Form 10-Q for the twelve and  
                twenty-four  weeks ended June 17, 1995;
         (e)    PepsiCo's  Quarterly  Report on Form 10-Q for the  twelve and  
                thirty-six  weeks ended September 9, 1995;
         (f)    PepsiCo's Current Report on Form 8-K dated January 10, 1996; 
                and 
         (g)    PepsiCo's Current Report on Form 8-K dated February 7, 1996.

         All documents filed by PepsiCo pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof,and prior to
the filing of a post-effective amendment indicating the termination of the
offering of the securities offered hereby, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.


<PAGE>


Item 4.           Description of Securities

         The obligations of PepsiCo under the Restaurant Deferred Compensation
Plan (the "Obligations") are unsecured general obligations of PepsiCo to pay de-
ferred compensation in the future in accordance with the terms of the Restaurant
Deferred Compensation Plan (the "Plan") and rank pari passu with other 
unsecured and unsubordinated indebtedness of PepsiCo outstanding from time to 
time. However, the right of PepsiCo, hence the right of creditors of PepsiCo
(including Participants in the Plan), to participate in any distribution of 
the assets of any subsidiary of PepsiCo upon its liquidation or reorganization 
or otherwise is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of PepsiCo itself as a creditor of
the subsidiary may be recognized.

         The amount of compensation deferred by each Participant is determined
in accordance with the Plan based on the Participant's elections, subject to
such rules and regulations as may be established by PepsiCo, as the plan
administrator of the Plan. Each Obligation will be payable in accordance with
the terms of the Plan. Under the Plan, the Obligations will yield an investment
return (plus or minus) based on one or more options individually chosen by each
Participant. The Obligations will be accounted for in units and are payable in
United States dollars.

         Under the Plan, a Participant's right to the Obligations cannot be
assigned, alienated, sold, garnished, transferred, pledged, or encumbered 
except by a written designation of a beneficiary under the Plan or by the laws 
of descent and distribution. The Obligations are not convertible into another
security of PepsiCo. No trustee has been appointed having the authority to take
action with respect to the Obligations and each Participant will be responsible
for acting independently with respect to, among other things, the making of
investment elections and giving of notices.

         PepsiCo reserves the right to amend or terminate the Plan at any time.

Item 5.           Interests of Named Experts and Counsel

         Legal Opinion

          Kathleen Allen Luke, Esq., Vice President, Corporate Division Counsel 
of PepsiCo, has rendered an opinion stating that the Obligations registered
hereunder, when incurred in accordance with the terms of the Plan, will be
valid and binding obligations of PepsiCo, enforceable in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy, insolvency
or other laws of general applicability relating to or affecting enforcement of
creditor's rights or by general equity principles. Ms. Luke is a full-time 
employee of PepsiCo and beneficially owns certain PepsiCo securities, including 
PepsiCo Capital Stock and options to purchase PepsiCo Capital Stock.

<PAGE>


         Experts

         The consolidated financial statements and schedule of PepsiCo, Inc. and
Subsidiaries as of December 31, 1994 and December 25, 1993, and for each of the
years in the three year period ended December 31, 1994, included in the PepsiCo,
Inc. 1994 Annual Report on Form 10-K have been audited by KPMG Peat Marwick LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. The report of KPMG Peat Marwick LLP covering
the December 31, 1994 financial statements refers to the Company's adoption of 
the Financial Accounting Standards Board's Statement of Financial Accounting 
Standard No. 112, "Employer's Accounting for Postemployment Benefits," and the
change in its method for calculating the market-related value of pension plan
assets used in the determination of pension expense in 1994 and the adoption of
the Financial Accounting Standards Board's Statements of Financial Accounting
Standards No. 106, "Employers' Accounting For Postretirement Benefits Other Than
Pensions" and No. 109, "Accounting For Income Taxes" in 1992. Such consolidated 
financial statements and schedule are incorporated herein by reference in 
reliance upon such report given upon the authority of such firm as experts in 
auditing and accounting.

         With respect to the unaudited condensed consolidated interim financial
statements of PepsiCo, Inc. and Subsidiaries as of and for the twelve weeks
ended March 25, 1995, the twelve and twenty-four weeks ended June 17, 1995, and
the twelve and thirty-six weeks ended September 9, 1995, incorporated by
reference herein, KPMG Peat Marwick LLP has reported that they have applied
limited procedures in accordance with professional standards for a review of
such financial statements. However, their separate reports included in PepsiCo's
quarterly reports on Form 10-Q as of and for the twelve weeks ended March 25,
1995, the twelve and twenty-four weeks ended June 17, 1995, and the twelve and
thirty-six weeks ended September 9, 1995, incorporated by reference herein,
state that they did not audit and they do not express an opinion on such
condensed consolidated interim financial statements. Accordingly, the degree of
reliance on their reports on such financial statements should be restricted in
light of the limited nature of the review procedures applied. KPMG Peat Marwick
LLP is not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited condensed consolidated interim
financial statements because such reports are not a "report" or a "part" of the
Registration Statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act of 1933.

         The financial statements incorporated herein by reference to all
documents subsequently filed by PepsiCo pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are or will
be so incorporated in reliance upon the reports of KPMG Peat Marwick LLP and any
other independent public accountants, and relating to such financial information
and upon the authority of such independent public accountants as experts in
auditing and accounting in giving such reports to the extent that the particular
firm has audited such financial statements and consented to the use of their
reports thereon.


<PAGE>


Item 6.           Indemnification of Directors and Officers

         (i) Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act provide as follows:

         Section 55-8-50.  Policy statement and definitions.

              (a) It is the public policy of this State to enable corporations
         organized under this Chapter to attract and maintain responsible,
         qualified directors, officers, employees and agents, and, to that end,
         to permit corporations organized under this Chapter to allocate the
         risk of personal liability of directors, officers, employees and agents
         through indemnification and insurance as authorized in this Part.

              (b) Definitions in this Part:

                  (1) 'Corporation' includes any domestic or foreign corporation
                  absorbed in a merger which, if its separate existence had
                  continued, would have had the obligation or power to indemnify
                  its directors, officers, employees, or agents, so that a
                  person who would have been entitled to receive or request
                  indemnification from such corporation if its separate
                  existence had continued shall stand in the same position under
                  this Part with respect to the surviving corporation.

                  (2) 'Director' means an individual who is or was a director of
                  a corporation or an individual who, while a director of a
                  corporation, is or was serving at the corporation's request as
                  a director, officer, partner, trustee, employee, or agent of
                  another foreign or domestic corporation, partnership, joint
                  venture, trust, employee benefit plan, or other enterprise. A
                  director is considered to be serving an employee benefit plan
                  at the corporation's request if his duties to the corporation
                  also impose duties on, or otherwise involve services by, him
                  to the plan or to participants in or beneficiaries of the
                  plan. 'Director' includes, unless the context requires
                  otherwise, the estate or personal representative of a
                  director.

                  (3) 'Expenses' means expenses of every kind incurred in
                  defending a proceeding, including counsel fees.

                  (4) 'Liability' means the obligation to pay a judgment,
                  settlement, penalty, fine (including an excise tax assessed
                  with respect to an employee benefit plan), or reasonable
                  expenses incurred with respect to a proceeding.


<PAGE>


                  (4a) 'Officer', 'employee' or 'agent' includes, unless the
                  context requires otherwise, the estate or personal
                  representative of a person who acted in that capacity.

                  (5) 'Official capacity' means: (i) when used with respect to a
                  director, the office of director in a corporation; and (ii)
                  when used with respect to an individual other than a director,
                  as contemplated in G.S. 55-8-56, the office in a corporation
                  held by the officer or the employment or agency relationship
                  undertaken by the employee or agent on behalf of the
                  corporation. 'Official capacity' does not include service for
                  any other foreign or domestic corporation or any partnership,
                  joint venture, trust, employee benefit plan, or other
                  enterprise.

                  (6) 'Party' includes an individual who was, is, or is
                  threatened to be made a named defendant or respondent in a
                  proceeding.

                  (7) 'Proceeding' means any threatened, pending, or completed
                  action, suit, or proceeding, whether civil, criminal,
                  administrative, or investigative and whether formal or
                  informal.

         Section 55-8-51.  Authority to Indemnify.

              (a) Except as provided in subsection (d), a corporation may
         indemnify an individual made a party to a proceeding because he is or
         was a director against liability incurred in the proceeding if:

                  (1) He conducted himself in good faith; and

                  (2) He reasonably believed (i) in the case of conduct in his
                  official capacity with the corporation, that his conduct was
                  in its best interests; and (ii) in all other cases, that his
                  conduct was at least not opposed to its best interests; and

                  (3) In the case of any criminal proceeding, he had no
                  reasonable cause to believe his conduct was unlawful.

              (b) A director's conduct with respect to an employee benefit plan
         for a purpose he reasonably believed to be in the interests of the
         participants in and beneficiaries of the plan is conduct that satisfies
         the requirement of subsection (a)(2)(ii).

              (c) The termination of a proceeding by judgment, order,
         settlement, conviction, or upon a plea of no contest or its equivalent
         is not, of itself, determinative that the director did not meet the
         standard of conduct described in this section.


<PAGE>


              (d) A corporation may not indemnify a director under this section:

                  (1) In connection  with a proceeding by or in the right of the
                  corporation in which the director was adjudged liable
                  to the corporation; or

                  (2) In connection with any other proceeding charging improper
                  personal benefit to him, whether or not involving action in
                  his official capacity, in which he was adjudged liable on the
                  basis that personal benefit was improperly received by him.

              (e) Indemnification permitted under this section in connection
         with a proceeding by or in the right of the corporation that is
         concluded without a final adjudication on the issue of liability is
         limited to reasonable expenses incurred in connection with the
         proceeding.

              (f) The authorization, approval or favorable recommendation by the
         board of directors of a corporation of indemnification, as permitted by
         this section, shall not be deemed an act or corporate transaction in
         which a director has a conflict of interest, and no such
         indemnification shall be void or voidable on such ground.

         Section 55-8-52.  Mandatory indemnification.

              Unless limited by its articles of incorporation, a corporation
         shall indemnify a director who was wholly successful, on the merits or
         otherwise, in the defense of any proceeding to which he was a party
         because he is or was a director of the corporation against reasonable
         expenses incurred by him in connection with the proceeding.

         Section 55-8-53.  Advance for expenses.

              Expenses incurred by a director in defending a proceeding may be
         paid by the corporation in advance of the final disposition of such
         proceeding as authorized by the board of directors in the specific case
         or as authorized or required under any provision in the articles of
         incorporation or bylaws or by any applicable resolution or contract
         upon receipt of an undertaking by or on behalf of the director to repay
         such amount unless it shall ultimately be determined that he is
         entitled to be indemnified by the corporation against such expenses.

         Section 55-8-54.  Court-ordered indemnification.

              Unless a corporation's articles of incorporation provide
         otherwise, a director of the corporation who is a party to a proceeding
         may apply for indemnification to the court conducting the proceeding or
         to another court of competent jurisdiction. On receipt of an
         application, the court after giving any notice the court considers
         necessary may order indemnification if it determines:


<PAGE>


                  (1) The  director  is entitled  to  mandatory  indemnification
                  under G.S.  55-8-52,  in which case the court shall also order
                  the corporation to pay the director's reasonable expenses 
                  incurred to obtain court-ordered indemnification; or

                  (2) The director is fairly and  reasonably entitled to indem-
                  nification  in view of all the relevant  circumstances,
                  whether or not he met the standard of conduct set forth in   
                  G.S. 55-8-51 or was adjudged  liable as described in G.S.
                  55-8-51(d), but if he was adjudged so liable his indemnifica-
                  tion is limited to reasonable expenses incurred.

         Section 55-8-55.  Determination and authorization of indemnification.

              (a) A  corporation may not indemnify a director under G.S. 55-8-51
              unless  authorized  in the specific  case after a determination
              has been made that indemnification of the director is permissible 
              in the circumstances  because he has met the standard of conduct 
              set forth in G.S. 55-8-51.

              (b) The determination shall be made:

                  (1) By the board of directors by majority  vote of a quorum  
                  consisting  of directors  not at the time parties to the
                  proceeding;

                  (2) If a quorum cannot be obtained under subdivision (1), by
                  majority vote of a committee duly designated by the board of
                  directors (in which designation directors who are parties may
                  participate), consisting solely of two or more directors not
                  at the time parties to the proceeding;

                  (3) By special legal counsel (i) selected by the board of
                  directors or its committee in the manner prescribed in
                  subdivision (1) or (2); (ii) if a quorum of the board of
                  directors cannot be obtained under subdivision (1) and a
                  committee cannot be designated under subdivision (2), 
                  selected by majority vote of the full board of directors(in 
                  which selection directors who are parties may participate); 
                  or

                  (4) By the shareholders, but shares owned by or voted under
                  the control of directors who are at the time parties to the
                  proceeding may not be voted on the determination.

              (c) Authorization of indemnification and evaluation as to
         reasonableness of expenses shall be made in the same manner as the
         determination that indemnification is permissible, except that if the
         determination is made by special legal counsel, authorization of
         indemnification and evaluation as to reasonableness of expenses shall
         be made by those entitled under subsection (b)(3) to select counsel.


<PAGE>



         Section 55-8-56.  Indemnification of officers, employees, and agents.

              Unless a corporation's articles of incorporation provide 
              otherwise:

                  (1)  An officer of the corporation is entitled to mandatory 
                  indemnification under  G.S.  55-8-52,  and is  entitled  to  
                  apply  for  court-ordered indemnification under G.S. 55-8-54,
                  in each case to the same extent as a director;

                  (2) The corporation may indemnify and advance expenses under
                  this Part to an officer, employee, or agent of the corporation
                  to the same extent as to a director; and

                  (3) A corporation may also indemnify and advance expenses to
                  an officer, employee, or agent who is not a director to the
                  extent, consistent with public policy, that may be provided by
                  its articles of incorporation, bylaws, general or specific
                  action of its board of directors, or contract.

         Section 55-8-57.  Additional indemnification and insurance.

              (a) In addition to and separate and apart from the indemnification
         provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a
         corporation may in its articles of incorporation or bylaws or by
         contract or resolution indemnify or agree to indemnify any one or more
         of its directors, officers, employees, or agents against liability and
         expenses in any proceeding (including without limitation a proceeding
         brought by or on behalf of the corporation itself) arising out of their
         status as such or their activities in any of the foregoing capacities;
         provided, however, that a corporation may not indemnify or agree to
         indemnify a person against liability or expenses he may incur on
         account of his activities which were at the time taken known or
         believed by him to be clearly in conflict with the best interests of
         the corporation. A corporation may likewise and to the same extent
         indemnify or agree to indemnify any person who, at the request of the
         corporation, is or was serving as a director, officer, partner,
         trustee, employee, or agent of another foreign or domestic corporation,
         partnership, joint venture, trust or other enterprise or as a trustee
         or administrator under an employee benefit plan. Any provision in any
         articles of incorporation, bylaw, contract, or resolution permitted
         under this section may include provisions for recovery from the
         corporation of reasonable costs, expenses, and attorneys' fees in
         connection with the enforcement of rights to indemnification granted
         therein and may further include provisions establishing reasonable
         procedures for determining and enforcing the rights granted therein.


<PAGE>


              (b) The authorization, adoption, approval, or favorable
         recommendation by the board of directors of a public corporation of any
         provision in any articles of incorporation, bylaw, contract or
         resolution, as permitted in this section, shall not be deemed an act or
         corporate transaction in which a director has a conflict of interest,
         and no such articles of incorporation or bylaw provision or contract or
         resolution shall be void or voidable on such grounds. The
         authorization, adoption, approval, or favorable recommendation by the
         board of directors of a nonpublic corporation of any provision in any
         articles of incorporation, bylaw, contract or resolution, as permitted
         in this section, which occurred on or prior to July 1, 1990, shall not
         be deemed an act or corporate transaction in which a director has a
         conflict of interest, and no such articles of incorporation, bylaw
         provision, contract or resolution shall be void or voidable on such
         grounds. Except as permitted in G.S. 55-8-31, no such bylaw, contract,
         or resolution not adopted, authorized, approved or ratified by
         shareholders shall be effective as to claims made or liabilities
         asserted against any director prior to its adoption, authorization, or
         approval by the board of directors.

              (c) A corporation may purchase and maintain insurance on behalf of
         an individual who is or was a director, officer, employee, or agent of
         the corporation, or who, while a director, officer, employee, or agent
         of the corporation, is or was serving at the request of the corporation
         as a director, officer, partner, trustee, employee, or agent of another
         foreign or domestic corporation, partnership, joint venture, trust,
         employee benefit plan, or other enterprise, against liability asserted
         against or incurred by him in that capacity or arising from his status
         as a director, officer, employee, or agent, whether or not the
         corporation would have power to indemnify him against the same
         liability under any provision of this Chapter.

         Section 55-8-58.  Application of Part.

              (a) If articles of incorporation limit indemnification or advance
         for expenses, indemnification and advance for expenses are valid only
         to the extent consistent with the articles.

              (b) This Part does not limit a corporation's power to pay or
         reimburse expenses incurred by a director in connection with his
         appearance as a witness in a proceeding at a time when he has not been
         made a named defendant or respondent to the proceeding.

              (c) This Part shall not affect rights or liabilities arising out
         of acts or omissions occurring before July 1, 1990.

         (ii) Section 3.07 of Article III of the By-Laws of PepsiCo provides as 
         follows:

              Unless the Board of Directors shall determine otherwise, the
         Corporation shall indemnify, to the full extent permitted by law, any
         person who was or is, or who is threatened to be made, a party to an
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative, by reason of the fact that he, his testator


<PAGE>


         or intestate, is or was a director, officer or employee of the
         Corporation, or is or was serving at the request of the Corporation as
         a director, officer or employee of another enterprise, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him in connection with
         such action, suit or proceeding. Such indemnification may, in the
         discretion of the Board, include advances of a director's, officer's or
         employee's expenses prior to final disposition of such action, suit or
         proceeding. The right of indemnification provided for in this Section
         3.07 shall not exclude any rights to which such persons may otherwise
         be entitled by contract or as a matter of law.

         (iii) Officers and directors of PepsiCo are presently covered by
insurance which (with certain exceptions and within certain limitations)
indemnifies them against any losses arising from any alleged wrongful act
including any alleged error or misstatement or misleading statement or wrongful
act or omission or neglect of duty.

         (iv) PepsiCo has entered into indemnification agreements with its
directors whereby (with certain exceptions) PepsiCo will, in general, indemnify
directors, to the extent permitted by law, against liabilities, costs or
expenses arising out of his or her status as a director by reason of anything
done or not done as a director.

Item 8.           Exhibits

         The Index to Exhibits is incorporated herein by reference.


Item 9.           Undertakings

         (a)  The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of 
              the Securities Act of 1933;

                  (ii)To reflect in the prospectus any facts or events arising
              after the effective date of the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in the Registration Statement;

                  (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;


<PAGE>


         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the Registration Statement.

              (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


<PAGE>



                                       
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Purchase, New York, on the 1st day of March, 1996.


                                                PEPSICO, INC.


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


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>                           <C>                            <C>

Signature                     Title                           Date

D. Wayne Calloway  *          Chairman of the Board and       March 1, 1996
(D. Wayne Calloway)           Chief Executive Officer
          


Robert G. Dettmer  *          Executive Vice President        March 1, 1996
(Robert G. Dettmer)           and Chief Financial Officer
                      
                                         

Robert L. Carleton  *         Senior Vice President           March 1, 1996
(Robert L. Carleton)          and Controller (Chief
                              Accounting Officer)

John F. Akers  *              Director                        March 1, 1996
(John F. Akers)

Robert E. Allen  *            Director                        March 1, 1996
(Robert E. Allen)

Roger A. Enrico  *            Vice Chairman of the Board      March 1, 1996
(Roger A. Enrico)             and Chairman and Chief 
                              Executive Officer,
                              PepsiCo Worldwide Restaurants

John J. Murphy  *             Director                        March 1, 1996
(John J. Murphy)

Andrall E. Pearson  *         Director                        March 1, 1996
(Andrall E. Pearson)

Sharon Percy Rockefeller  *   Director                        March 1, 1996
(Sharon Percy Rockefeller)

Roger B. Smith  *             Director                        March 1, 1996
(Roger B. Smith)

Robert H. Stewart, III  *     Director                        March 1, 1996
(Robert H. Stewart, III)

Franklin A. Thomas  *         Director                        March 1, 1996
(Franklin A. Thomas)

P. Roy Vagelos  *             Director                        March 1, 1996
(P. Roy Vagelos)

Arnold R. Weber  *            Director                        March 1, 1996
(Arnold R. Weber)


*By:/s/ LAWRENCE F. DICKIE
       -------------------------
       (Lawrence F. Dickie)
       Attorney-in-Fact
</TABLE>


<PAGE>


                                     



                                INDEX TO EXHIBITS


Exhibit No.                      Description                                    

      5        Opinion and consent of Kathleen Allen Luke, Esq., Vice President
               and Corporate Division Counsel of PepsiCo.

     15        Letter from KPMG Peat  Marwick LLP  regarding  unaudited  interim
               financial information,  incorporated  by reference from Exhibit
               15 to  PepsiCo's  Quarterly  Report on Form  10-Q for the  twelve
               weeks  ended March 25,  1995,  the twelve and  twenty-four  weeks
               ended June 17,  1995,  and the twelve and  thiry-six  weeks ended
               September 9, 1995.*

     23   (a)  Consent of KPMG Peat Marwick LLP

          (b)  The consent of  Kathleen  Allen Luke,  Esq. is  contained in her
               opinion filed as Exhibit 5.*

     24        Copy of Power of Attorney,  incorporated by reference to PesiCo's
               Annual  Report on Form 10-K for the fiscal year ended  December
               31, 1994.*
---------------------------------------
*Previously filed or incorporated by reference
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 39109}]
{"company-data": {"conformed-name": "PEPSICO INC", "cik": "0000077476", "assigned-sic": "2080", "irs-number": "131584302", "state-of-incorporation": "NC", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01377", "film-number": "96530199"}, "business-address": {"street1": "700 ANDERSON HILL RD", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9142532000"}, "mail-address": {"street1": "700 ANDERSON HILL ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577-1444"}, "former-company": {"former-conformed-name": "PEPSI COLA CO", "date-changed": "19700903"}}
As filed with the Securities and Exchange Commission on March 1, 1996

                                                  Registration No. ___________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              ---------------------
                                  PepsiCo, Inc.
             (Exact name of registrant as specified in its charter)

                            North Carolina       13-1584302
                      (State of Incorporation)   (I.R.S. No.)

                            Purchase, New York 10577
          (Address of principal executive offices, including zip code)

                      Restaurant Deferred Compensation Plan
                            (Full title of the Plan)

                            Kathleen Allen Luke, Esq.
                   Vice President, Corporate Division Counsel
                                  PepsiCo, Inc.
                            Purchase, New York 10577
                     (Name and address of agent for service)
                                 (914) 253-3691
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE   

Title of                      Proposed    Proposed      Amount of
securities to be  Amount      maximum     maximum       registration      
registered (1)    to be       offering    aggregate     fee        
                  registered  price       offering    
                              per         price (2)
                              obligation    
 ------------------------------------------------------------------------------
Deferred
Compensation
Obligations      $4,000,000   100%         $4,000,000     $1,379.31
-------------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of PepsiCo,
    Inc. to pay deferred compensation in the future in accordance with the terms
    of the Restaurant Deferred  Compensation Plan. 
(2) Estimated solely for the purpose of determining the registration fee.
-------------------------------------------------------------------------------
RESTAURANT DEFERRED COMPENSATION PLAN

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The information listed below, which has been filed by PepsiCo, Inc.
("PepsiCo") with the Securities and Exchange Commission (the "Commission"), is
specifically incorporated herein by reference:

         (a)    PepsiCo's Annual Report on Form 10-K for its fiscal year
                ended December 31,1994;
         (b)    PepsiCo's proxy statement filed pursuant to Section
                14 of the Securities Exchange Act of 1934 in connection with
                its 1995 Annual Meeting of Shareholders;
         (c)    PepsiCo's  Quarterly  Report on Form 10-Q for the twelve  weeks
                ended March 25, 1995;
         (d)    PepsiCo's  Quarterly  Report on Form 10-Q for the twelve and  
                twenty-four  weeks ended June 17, 1995;
         (e)    PepsiCo's  Quarterly  Report on Form 10-Q for the  twelve and  
                thirty-six  weeks ended September 9, 1995;
         (f)    PepsiCo's Current Report on Form 8-K dated January 10, 1996; 
                and 
         (g)    PepsiCo's Current Report on Form 8-K dated February 7, 1996.

         All documents filed by PepsiCo pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof,and prior to
the filing of a post-effective amendment indicating the termination of the
offering of the securities offered hereby, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
Item 4.           Description of Securities

         The obligations of PepsiCo under the Restaurant Deferred Compensation
Plan (the "Obligations") are unsecured general obligations of PepsiCo to pay de-
ferred compensation in the future in accordance with the terms of the Restaurant
Deferred Compensation Plan (the "Plan") and rank pari passu with other 
unsecured and unsubordinated indebtedness of PepsiCo outstanding from time to 
time. However, the right of PepsiCo, hence the right of creditors of PepsiCo
(including Participants in the Plan), to participate in any distribution of 
the assets of any subsidiary of PepsiCo upon its liquidation or reorganization 
or otherwise is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of PepsiCo itself as a creditor of
the subsidiary may be recognized.

         The amount of compensation deferred by each Participant is determined
in accordance with the Plan based on the Participant's elections, subject to
such rules and regulations as may be established by PepsiCo, as the plan
administrator of the Plan. Each Obligation will be payable in accordance with
the terms of the Plan. Under the Plan, the Obligations will yield an investment
return (plus or minus) based on one or more options individually chosen by each
Participant. The Obligations will be accounted for in units and are payable in
United States dollars.

         Under the Plan, a Participant's right to the Obligations cannot be
assigned, alienated, sold, garnished, transferred, pledged, or encumbered 
except by a written designation of a beneficiary under the Plan or by the laws 
of descent and distribution. The Obligations are not convertible into another
security of PepsiCo. No trustee has been appointed having the authority to take
action with respect to the Obligations and each Participant will be responsible
for acting independently with respect to, among other things, the making of
investment elections and giving of notices.

         PepsiCo reserves the right to amend or terminate the Plan at any time.

Item 5.           Interests of Named Experts and Counsel

         Legal Opinion

          Kathleen Allen Luke, Esq., Vice President, Corporate Division Counsel 
of PepsiCo, has rendered an opinion stating that the Obligations registered
hereunder, when incurred in accordance with the terms of the Plan, will be
valid and binding obligations of PepsiCo, enforceable in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy, insolvency
or other laws of general applicability relating to or affecting enforcement of
creditor's rights or by general equity principles. Ms. Luke is a full-time 
employee of PepsiCo and beneficially owns certain PepsiCo securities, including 
PepsiCo Capital Stock and options to purchase PepsiCo Capital Stock.
Experts

         The consolidated financial statements and schedule of PepsiCo, Inc. and
Subsidiaries as of December 31, 1994 and December 25, 1993, and for each of the
years in the three year period ended December 31, 1994, included in the PepsiCo,
Inc. 1994 Annual Report on Form 10-K have been audited by KPMG Peat Marwick LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. The report of KPMG Peat Marwick LLP covering
the December 31, 1994 financial statements refers to the Company's adoption of 
the Financial Accounting Standards Board's Statement of Financial Accounting 
Standard No. 112, "Employer's Accounting for Postemployment Benefits," and the
change in its method for calculating the market-related value of pension plan
assets used in the determination of pension expense in 1994 and the adoption of
the Financial Accounting Standards Board's Statements of Financial Accounting
Standards No. 106, "Employers' Accounting For Postretirement Benefits Other Than
Pensions" and No. 109, "Accounting For Income Taxes" in 1992. Such consolidated 
financial statements and schedule are incorporated herein by reference in 
reliance upon such report given upon the authority of such firm as experts in 
auditing and accounting.

         With respect to the unaudited condensed consolidated interim financial
statements of PepsiCo, Inc. and Subsidiaries as of and for the twelve weeks
ended March 25, 1995, the twelve and twenty-four weeks ended June 17, 1995, and
the twelve and thirty-six weeks ended September 9, 1995, incorporated by
reference herein, KPMG Peat Marwick LLP has reported that they have applied
limited procedures in accordance with professional standards for a review of
such financial statements. However, their separate reports included in PepsiCo's
quarterly reports on Form 10-Q as of and for the twelve weeks ended March 25,
1995, the twelve and twenty-four weeks ended June 17, 1995, and the twelve and
thirty-six weeks ended September 9, 1995, incorporated by reference herein,
state that they did not audit and they do not express an opinion on such
condensed consolidated interim financial statements. Accordingly, the degree of
reliance on their reports on such financial statements should be restricted in
light of the limited nature of the review procedures applied. KPMG Peat Marwick
LLP is not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited condensed consolidated interim
financial statements because such reports are not a "report" or a "part" of the
Registration Statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act of 1933.

         The financial statements incorporated herein by reference to all
documents subsequently filed by PepsiCo pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are or will
be so incorporated in reliance upon the reports of KPMG Peat Marwick LLP and any
other independent public accountants, and relating to such financial information
and upon the authority of such independent public accountants as experts in
auditing and accounting in giving such reports to the extent that the particular
firm has audited such financial statements and consented to the use of their
reports thereon.
Item 6.           Indemnification of Directors and Officers

         (i) Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act provide as follows:

         Section 55-8-50.  Policy statement and definitions.

              (a) It is the public policy of this State to enable corporations
         organized under this Chapter to attract and maintain responsible,
         qualified directors, officers, employees and agents, and, to that end,
         to permit corporations organized under this Chapter to allocate the
         risk of personal liability of directors, officers, employees and agents
         through indemnification and insurance as authorized in this Part.

              (b) Definitions in this Part:

                  (1) 'Corporation' includes any domestic or foreign corporation
                  absorbed in a merger which, if its separate existence had
                  continued, would have had the obligation or power to indemnify
                  its directors, officers, employees, or agents, so that a
                  person who would have been entitled to receive or request
                  indemnification from such corporation if its separate
                  existence had continued shall stand in the same position under
                  this Part with respect to the surviving corporation.

                  (2) 'Director' means an individual who is or was a director of
                  a corporation or an individual who, while a director of a
                  corporation, is or was serving at the corporation's request as
                  a director, officer, partner, trustee, employee, or agent of
                  another foreign or domestic corporation, partnership, joint
                  venture, trust, employee benefit plan, or other enterprise. A
                  director is considered to be serving an employee benefit plan
                  at the corporation's request if his duties to the corporation
                  also impose duties on, or otherwise involve services by, him
                  to the plan or to participants in or beneficiaries of the
                  plan. 'Director' includes, unless the context requires
                  otherwise, the estate or personal representative of a
                  director.

                  (3) 'Expenses' means expenses of every kind incurred in
                  defending a proceeding, including counsel fees.

                  (4) 'Liability' means the obligation to pay a judgment,
                  settlement, penalty, fine (including an excise tax assessed
                  with respect to an employee benefit plan), or reasonable
                  expenses incurred with respect to a proceeding.
(4a) 'Officer', 'employee' or 'agent' includes, unless the
                  context requires otherwise, the estate or personal
                  representative of a person who acted in that capacity.

                  (5) 'Official capacity' means: (i) when used with respect to a
                  director, the office of director in a corporation; and (ii)
                  when used with respect to an individual other than a director,
                  as contemplated in G.S. 55-8-56, the office in a corporation
                  held by the officer or the employment or agency relationship
                  undertaken by the employee or agent on behalf of the
                  corporation. 'Official capacity' does not include service for
                  any other foreign or domestic corporation or any partnership,
                  joint venture, trust, employee benefit plan, or other
                  enterprise.

                  (6) 'Party' includes an individual who was, is, or is
                  threatened to be made a named defendant or respondent in a
                  proceeding.

                  (7) 'Proceeding' means any threatened, pending, or completed
                  action, suit, or proceeding, whether civil, criminal,
                  administrative, or investigative and whether formal or
                  informal.

         Section 55-8-51.  Authority to Indemnify.

              (a) Except as provided in subsection (d), a corporation may
         indemnify an individual made a party to a proceeding because he is or
         was a director against liability incurred in the proceeding if:

                  (1) He conducted himself in good faith; and

                  (2) He reasonably believed (i) in the case of conduct in his
                  official capacity with the corporation, that his conduct was
                  in its best interests; and (ii) in all other cases, that his
                  conduct was at least not opposed to its best interests; and

                  (3) In the case of any criminal proceeding, he had no
                  reasonable cause to believe his conduct was unlawful.

              (b) A director's conduct with respect to an employee benefit plan
         for a purpose he reasonably believed to be in the interests of the
         participants in and beneficiaries of the plan is conduct that satisfies
         the requirement of subsection (a)(2)(ii).

              (c) The termination of a proceeding by judgment, order,
         settlement, conviction, or upon a plea of no contest or its equivalent
         is not, of itself, determinative that the director did not meet the
         standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:

                  (1) In connection  with a proceeding by or in the right of the
                  corporation in which the director was adjudged liable
                  to the corporation; or

                  (2) In connection with any other proceeding charging improper
                  personal benefit to him, whether or not involving action in
                  his official capacity, in which he was adjudged liable on the
                  basis that personal benefit was improperly received by him.

              (e) Indemnification permitted under this section in connection
         with a proceeding by or in the right of the corporation that is
         concluded without a final adjudication on the issue of liability is
         limited to reasonable expenses incurred in connection with the
         proceeding.

              (f) The authorization, approval or favorable recommendation by the
         board of directors of a corporation of indemnification, as permitted by
         this section, shall not be deemed an act or corporate transaction in
         which a director has a conflict of interest, and no such
         indemnification shall be void or voidable on such ground.

         Section 55-8-52.  Mandatory indemnification.

              Unless limited by its articles of incorporation, a corporation
         shall indemnify a director who was wholly successful, on the merits or
         otherwise, in the defense of any proceeding to which he was a party
         because he is or was a director of the corporation against reasonable
         expenses incurred by him in connection with the proceeding.

         Section 55-8-53.  Advance for expenses.

              Expenses incurred by a director in defending a proceeding may be
         paid by the corporation in advance of the final disposition of such
         proceeding as authorized by the board of directors in the specific case
         or as authorized or required under any provision in the articles of
         incorporation or bylaws or by any applicable resolution or contract
         upon receipt of an undertaking by or on behalf of the director to repay
         such amount unless it shall ultimately be determined that he is
         entitled to be indemnified by the corporation against such expenses.

         Section 55-8-54.  Court-ordered indemnification.

              Unless a corporation's articles of incorporation provide
         otherwise, a director of the corporation who is a party to a proceeding
         may apply for indemnification to the court conducting the proceeding or
         to another court of competent jurisdiction. On receipt of an
         application, the court after giving any notice the court considers
         necessary may order indemnification if it determines:
(1) The  director  is entitled  to  mandatory  indemnification
                  under G.S.  55-8-52,  in which case the court shall also order
                  the corporation to pay the director's reasonable expenses 
                  incurred to obtain court-ordered indemnification; or

                  (2) The director is fairly and  reasonably entitled to indem-
                  nification  in view of all the relevant  circumstances,
                  whether or not he met the standard of conduct set forth in   
                  G.S. 55-8-51 or was adjudged  liable as described in G.S.
                  55-8-51(d), but if he was adjudged so liable his indemnifica-
                  tion is limited to reasonable expenses incurred.

         Section 55-8-55.  Determination and authorization of indemnification.

              (a) A  corporation may not indemnify a director under G.S. 55-8-51
              unless  authorized  in the specific  case after a determination
              has been made that indemnification of the director is permissible 
              in the circumstances  because he has met the standard of conduct 
              set forth in G.S. 55-8-51.

              (b) The determination shall be made:

                  (1) By the board of directors by majority  vote of a quorum  
                  consisting  of directors  not at the time parties to the
                  proceeding;

                  (2) If a quorum cannot be obtained under subdivision (1), by
                  majority vote of a committee duly designated by the board of
                  directors (in which designation directors who are parties may
                  participate), consisting solely of two or more directors not
                  at the time parties to the proceeding;

                  (3) By special legal counsel (i) selected by the board of
                  directors or its committee in the manner prescribed in
                  subdivision (1) or (2); (ii) if a quorum of the board of
                  directors cannot be obtained under subdivision (1) and a
                  committee cannot be designated under subdivision (2), 
                  selected by majority vote of the full board of directors(in 
                  which selection directors who are parties may participate); 
                  or

                  (4) By the shareholders, but shares owned by or voted under
                  the control of directors who are at the time parties to the
                  proceeding may not be voted on the determination.

              (c) Authorization of indemnification and evaluation as to
         reasonableness of expenses shall be made in the same manner as the
         determination that indemnification is permissible, except that if the
         determination is made by special legal counsel, authorization of
         indemnification and evaluation as to reasonableness of expenses shall
         be made by those entitled under subsection (b)(3) to select counsel.
Section 55-8-56.  Indemnification of officers, employees, and agents.

              Unless a corporation's articles of incorporation provide 
              otherwise:

                  (1)  An officer of the corporation is entitled to mandatory 
                  indemnification under  G.S.  55-8-52,  and is  entitled  to  
                  apply  for  court-ordered indemnification under G.S. 55-8-54,
                  in each case to the same extent as a director;

                  (2) The corporation may indemnify and advance expenses under
                  this Part to an officer, employee, or agent of the corporation
                  to the same extent as to a director; and

                  (3) A corporation may also indemnify and advance expenses to
                  an officer, employee, or agent who is not a director to the
                  extent, consistent with public policy, that may be provided by
                  its articles of incorporation, bylaws, general or specific
                  action of its board of directors, or contract.

         Section 55-8-57.  Additional indemnification and insurance.

              (a) In addition to and separate and apart from the indemnification
         provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a
         corporation may in its articles of incorporation or bylaws or by
         contract or resolution indemnify or agree to indemnify any one or more
         of its directors, officers, employees, or agents against liability and
         expenses in any proceeding (including without limitation a proceeding
         brought by or on behalf of the corporation itself) arising out of their
         status as such or their activities in any of the foregoing capacities;
         provided, however, that a corporation may not indemnify or agree to
         indemnify a person against liability or expenses he may incur on
         account of his activities which were at the time taken known or
         believed by him to be clearly in conflict with the best interests of
         the corporation. A corporation may likewise and to the same extent
         indemnify or agree to indemnify any person who, at the request of the
         corporation, is or was serving as a director, officer, partner,
         trustee, employee, or agent of another foreign or domestic corporation,
         partnership, joint venture, trust or other enterprise or as a trustee
         or administrator under an employee benefit plan. Any provision in any
         articles of incorporation, bylaw, contract, or resolution permitted
         under this section may include provisions for recovery from the
         corporation of reasonable costs, expenses, and attorneys' fees in
         connection with the enforcement of rights to indemnification granted
         therein and may further include provisions establishing reasonable
         procedures for determining and enforcing the rights granted therein.
(b) The authorization, adoption, approval, or favorable
         recommendation by the board of directors of a public corporation of any
         provision in any articles of incorporation, bylaw, contract or
         resolution, as permitted in this section, shall not be deemed an act or
         corporate transaction in which a director has a conflict of interest,
         and no such articles of incorporation or bylaw provision or contract or
         resolution shall be void or voidable on such grounds. The
         authorization, adoption, approval, or favorable recommendation by the
         board of directors of a nonpublic corporation of any provision in any
         articles of incorporation, bylaw, contract or resolution, as permitted
         in this section, which occurred on or prior to July 1, 1990, shall not
         be deemed an act or corporate transaction in which a director has a
         conflict of interest, and no such articles of incorporation, bylaw
         provision, contract or resolution shall be void or voidable on such
         grounds. Except as permitted in G.S. 55-8-31, no such bylaw, contract,
         or resolution not adopted, authorized, approved or ratified by
         shareholders shall be effective as to claims made or liabilities
         asserted against any director prior to its adoption, authorization, or
         approval by the board of directors.

              (c) A corporation may purchase and maintain insurance on behalf of
         an individual who is or was a director, officer, employee, or agent of
         the corporation, or who, while a director, officer, employee, or agent
         of the corporation, is or was serving at the request of the corporation
         as a director, officer, partner, trustee, employee, or agent of another
         foreign or domestic corporation, partnership, joint venture, trust,
         employee benefit plan, or other enterprise, against liability asserted
         against or incurred by him in that capacity or arising from his status
         as a director, officer, employee, or agent, whether or not the
         corporation would have power to indemnify him against the same
         liability under any provision of this Chapter.

         Section 55-8-58.  Application of Part.

              (a) If articles of incorporation limit indemnification or advance
         for expenses, indemnification and advance for expenses are valid only
         to the extent consistent with the articles.

              (b) This Part does not limit a corporation's power to pay or
         reimburse expenses incurred by a director in connection with his
         appearance as a witness in a proceeding at a time when he has not been
         made a named defendant or respondent to the proceeding.

              (c) This Part shall not affect rights or liabilities arising out
         of acts or omissions occurring before July 1, 1990.

         (ii) Section 3.07 of Article III of the By-Laws of PepsiCo provides as 
         follows:

              Unless the Board of Directors shall determine otherwise, the
         Corporation shall indemnify, to the full extent permitted by law, any
         person who was or is, or who is threatened to be made, a party to an
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative, by reason of the fact that he, his testator
or intestate, is or was a director, officer or employee of the
         Corporation, or is or was serving at the request of the Corporation as
         a director, officer or employee of another enterprise, against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him in connection with
         such action, suit or proceeding. Such indemnification may, in the
         discretion of the Board, include advances of a director's, officer's or
         employee's expenses prior to final disposition of such action, suit or
         proceeding. The right of indemnification provided for in this Section
         3.07 shall not exclude any rights to which such persons may otherwise
         be entitled by contract or as a matter of law.

         (iii) Officers and directors of PepsiCo are presently covered by
insurance which (with certain exceptions and within certain limitations)
indemnifies them against any losses arising from any alleged wrongful act
including any alleged error or misstatement or misleading statement or wrongful
act or omission or neglect of duty.

         (iv) PepsiCo has entered into indemnification agreements with its
directors whereby (with certain exceptions) PepsiCo will, in general, indemnify
directors, to the extent permitted by law, against liabilities, costs or
expenses arising out of his or her status as a director by reason of anything
done or not done as a director.

Item 8.           Exhibits

         The Index to Exhibits is incorporated herein by reference.

Item 9.           Undertakings

         (a)  The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of 
              the Securities Act of 1933;

                  (ii)To reflect in the prospectus any facts or events arising
              after the effective date of the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in the Registration Statement;

                  (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the Registration Statement.

              (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Purchase, New York, on the 1st day of March, 1996.

                                                PEPSICO, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                     Title                           Date

D. Wayne Calloway  *          Chairman of the Board and       March 1, 1996
(D. Wayne Calloway)           Chief Executive Officer
          

Robert G. Dettmer  *          Executive Vice President        March 1, 1996
(Robert G. Dettmer)           and Chief Financial Officer
                      
                                         

Robert L. Carleton  *         Senior Vice President           March 1, 1996
(Robert L. Carleton)          and Controller (Chief
                              Accounting Officer)

John F. Akers  *              Director                        March 1, 1996
(John F. Akers)

Robert E. Allen  *            Director                        March 1, 1996
(Robert E. Allen)

Roger A. Enrico  *            Vice Chairman of the Board      March 1, 1996
(Roger A. Enrico)             and Chairman and Chief 
                              Executive Officer,
                              PepsiCo Worldwide Restaurants

John J. Murphy  *             Director                        March 1, 1996
(John J. Murphy)

Andrall E. Pearson  *         Director                        March 1, 1996
(Andrall E. Pearson)

Sharon Percy Rockefeller  *   Director                        March 1, 1996
(Sharon Percy Rockefeller)

Roger B. Smith  *             Director                        March 1, 1996
(Roger B. Smith)

Robert H. Stewart, III  *     Director                        March 1, 1996
(Robert H. Stewart, III)

Franklin A. Thomas  *         Director                        March 1, 1996
(Franklin A. Thomas)

P. Roy Vagelos  *             Director                        March 1, 1996
(P. Roy Vagelos)

Arnold R. Weber  *            Director                        March 1, 1996
(Arnold R. Weber)

*By:/s/ LAWRENCE F. DICKIE
       -------------------------
       (Lawrence F. Dickie)
       Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit No.                      Description                                    

      5        Opinion and consent of Kathleen Allen Luke, Esq., Vice President
               and Corporate Division Counsel of PepsiCo.

     15        Letter from KPMG Peat  Marwick LLP  regarding  unaudited  interim
               financial information,  incorporated  by reference from Exhibit
               15 to  PepsiCo's  Quarterly  Report on Form  10-Q for the  twelve
               weeks  ended March 25,  1995,  the twelve and  twenty-four  weeks
               ended June 17,  1995,  and the twelve and  thiry-six  weeks ended
               September 9, 1995.*

     23   (a)  Consent of KPMG Peat Marwick LLP

          (b)  The consent of  Kathleen  Allen Luke,  Esq. is  contained in her
               opinion filed as Exhibit 5.*

     24        Copy of Power of Attorney,  incorporated by reference to PesiCo's
               Annual  Report on Form 10-K for the fiscal year ended  December
               31, 1994.*
---------------------------------------
*Previously filed or incorporated by reference