As filed with the Securities and Exchange Commission on August 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)

                        1995 Stock Option Incentive 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
- ------------------------------------------------------------------------------
                              Proposed
Title         Amount to be    maximum      Proposed maximum
of            registered *    offering     aggregate          Amount of
securities                    price per    offering price *   registration fee *
to be                         share *
registered

- --------------------------------------------------------------------------
PepsiCo,
Inc. Capital
Stock, par    7,000,000      $32.125       $224,875,000.00    $77,543.00
value 1-2/3
cents per share

- --------------------------------------------------------------------------------
      *The 7,000,000 shares being registered represent the approximate number of
shares  awardable in 1996 under the Plan described  herein,  as estimated solely
for the purpose of calculating  the  registration  fee.  Pursuant to Rule 457(h)
under the Securities Act of 1933, the offering price and  registration  fee have
been  calculated on the basis of the exercise price of the options awarded under
the Plan described herein, which was $32.125.


<PAGE>

                                     

                              Explanation Statement

     This Registration  Statement is being filed pursuant to General Instruction
E of Form S-8 to register  additional  shares of PepsiCo,  Inc. Captial Stock in
connection with the 1995 Stock Option Incentive Plan, Registration Statement No.
33-61731, which is incorporated herein by reference.

<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 on its behalf  therunto
duly authorized, in Purchase, New York, on this 1st day of August, 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        August 1, 1996
(D. Wayne Calloway)

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

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

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

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

Roger A. Enrico *           Vice Chairman of the Board   August 1, 1996
(Roger A. Enrico)           and Chief Executive Officer

Ray L. Hunt *               Director                     August 1, 1996
(Ray L. Hunt)

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

Steven S Reinemund*         Director                     August 1, 1996
(Steven S Reinemund)

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

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

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

Craig E. Weatherup*         Director                     August 1, 1996
(Craig E. Weatherup)

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

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


<PAGE>


                                      
                                INDEX TO EXHIBITS


Exhibit No.                      Description

   4        PepsiCo, Inc. 1995 Stock Option Incentive Plan, as
            filed as Exhibit 4(c) to PepsiCo's Registration
            Statement on Form S-8 (Registration No. 33-61731) is
            incorporated herein by reference.

   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/A for the twelve weeks ended
            March 23, 1996 and PepsiCo's  Quarterly  Report on Form 10-Q for the
            twelve and twenty-four weeks ended June 15, 1996.

   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 (a)   Power of Attorney of PepsiCo,  Inc.  and certain of its officers
            and  directors,  filed as Exhibit 24 to PepsiCo's  Annual  Report on
            Form  10-K  for  the  fiscal  year  ended   December  30,  1995,  is
            incorporated herein by reference.

      (b)   Power of  Attorney of certain  directors  of PepsiCo,
            Inc.

- --------------------------------------
*Previously filed or incorporated by reference
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 7247}]
{"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": "333-09363", "film-number": "96602411"}, "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 August 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)

                        1995 Stock Option Incentive 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
- ------------------------------------------------------------------------------
                              Proposed
Title         Amount to be    maximum      Proposed maximum
of            registered *    offering     aggregate          Amount of
securities                    price per    offering price *   registration fee *
to be                         share *
registered

- --------------------------------------------------------------------------
PepsiCo,
Inc. Capital
Stock, par    7,000,000      $32.125       $224,875,000.00    $77,543.00
value 1-2/3
cents per share

- --------------------------------------------------------------------------------
      *The 7,000,000 shares being registered represent the approximate number of
shares  awardable in 1996 under the Plan described  herein,  as estimated solely
for the purpose of calculating  the  registration  fee.  Pursuant to Rule 457(h)
under the Securities Act of 1933, the offering price and  registration  fee have
been  calculated on the basis of the exercise price of the options awarded under
the Plan described herein, which was $32.125.
Explanation Statement

     This Registration  Statement is being filed pursuant to General Instruction
E of Form S-8 to register  additional  shares of PepsiCo,  Inc. Captial Stock in
connection with the 1995 Stock Option Incentive Plan, Registration Statement No.
33-61731, which is incorporated herein by reference.
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 on its behalf  therunto
duly authorized, in Purchase, New York, on this 1st day of August, 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        August 1, 1996
(D. Wayne Calloway)

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

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

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

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

Roger A. Enrico *           Vice Chairman of the Board   August 1, 1996
(Roger A. Enrico)           and Chief Executive Officer

Ray L. Hunt *               Director                     August 1, 1996
(Ray L. Hunt)

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

Steven S Reinemund*         Director                     August 1, 1996
(Steven S Reinemund)

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

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

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

Craig E. Weatherup*         Director                     August 1, 1996
(Craig E. Weatherup)

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

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

Exhibit No.                      Description

   4        PepsiCo, Inc. 1995 Stock Option Incentive Plan, as
            filed as Exhibit 4(c) to PepsiCo's Registration
            Statement on Form S-8 (Registration No. 33-61731) is
            incorporated herein by reference.

   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/A for the twelve weeks ended
            March 23, 1996 and PepsiCo's  Quarterly  Report on Form 10-Q for the
            twelve and twenty-four weeks ended June 15, 1996.

   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 (a)   Power of Attorney of PepsiCo,  Inc.  and certain of its officers
            and  directors,  filed as Exhibit 24 to PepsiCo's  Annual  Report on
            Form  10-K  for  the  fiscal  year  ended   December  30,  1995,  is
            incorporated herein by reference.

      (b)   Power of  Attorney of certain  directors  of PepsiCo,
            Inc.

- --------------------------------------
*Previously filed or incorporated by reference