(Source:  PepsiCo's Notice of Annual Meeting of Shareholders, March 28, 1996)
                         Code of Conduct (Proxy Item No. 6)

      The National Council of the Churches of Christ in the USA, 475
Riverside Drive, New York, NY 10115-0050, which owns 100 shares of PepsiCo
Capital Stock, has, along with several other shareholders, submitted the
following resolution for the reasons stated:

      "WHEREAS PepsiCo's Code of Conduct functions as the company's policy
 for worldwide business conduct. In it, PepsiCo promotes:

      -- adherence to highest standards of personal and professional
         integrity and to avoid any situation that might reflect unfavorably
         on us . . . as a Company;

      -- precedence of ethical standards;

      -- achievement of equality of opportunity for all employees;

      -- 'fostering economic growth .  . [which) strengthens both
         understanding and peace;'

      -- protecting the environment and 'maintaining open and constructive
         communication with local community and business leaders in order to
         bring to fruition mutually acceptable objectives;'
      -- stating 'its position on issues of national and international
         importance which may have an impact upon it or its operations
         throughout the world.'

      We commend PepsiCo for creating such forward looking guidelines.
However, we believe these guidelines fall short in vitally important areas
and that, in fact, PepsiCo's international conduct, at times, may conflict
with the company's own guidelines.

      For example, take the case of PepsiCo's expanding involvement in the
police state of Burma, one of the world's most repressive countries, as
confirmed by Amnesty International and the U.S. State Department.  Human
rights monitors agree the July, 1995 release of Burma leader, Aung San Suu
Kyi, has not lessened human rights violations against her or against the
Burmese people.
   Many human rights groups believe PepsiCo's controversial business
operations under the illegitimate military junta in fact hurts our
reputation more than it builds respect in the world community.   Furthermore,
a clear case can  be  made  that  PepsiCo's  Burma involvement strengthens
the repressive military  government through payment of tax  dollars,
providing legitimacy to an ostracized government by investing there and
portraying the country in a positive light which helps counter growing
international criticism.  We believe, this conflicts with our company's
pledge to strengthen understanding and peace. In fact, Pepsi has done a
special report on its Burma operations which, we believe, acts as an apology
for Pepsi's involvement.

      But Burma is only one example.  PepsiCo also does business in other
countries with controversial human rights records:  Indonesia, China,
Guatemala, Saudi Arabia, Turkey and Thailand.

      Thus, we believe the PepsiCo Code needs significant expansion.
Entirely absent from the present Code is clear human rights criteria.  For
example, Levi Strauss, in its Guidelines for Country Selection, states,
'We should not initiate or renew contractual relationships in countries where
there are pervasive violations of human rights.'  Other companies, such as
Reebok and Phillips-Van Heusen, make commitments in their codes to honor
human rights.

      RESOLVED the shareholders request the Board of Directors to review and
update the PepsiCo Code of Conduct and report revisions to the shareholders
and employees by September 1996.  In its review, the Board shall include a
section advising PepsiCo on making decisions on investing in or withdrawing
from countries where there is a pattern of on-going and systematic violation
of human rights, where a government is illegitimate or where there is a call
by human rights advocates, pro-democracy organizations or legitimately
elected representatives for economic sanctions against their country.

      Board of Directors' Response:  In 1994, PepsiCo revised its Worldwide
Code of Conduct.  The Code, which promotes the highest standards of ethics
and integrity as it relates to our international business practices, states:
"Our objective is to be nonpolitical and to continue to be a good corporate
citizen wherever we operate."  We believe this is the best way to operate a
worldwide business and firmly believe international commerce strengthens
both understanding and peace.

      We do not agree with the actions of governments of every place we
operate.  However, due to the long-term nature of PepsiCo's businesses and
the inevitability of political and social change, we long ago concluded that
it is neither prudent nor appropriate for us to establish our own country-by
-country foreign policy.  Instead, we rely on the laws and foreign policy
created by the U.S. government. The filers' proposal would put PepsiCo in the
untenable position of having to assess and respond to any number of political
and ideological disagreements which may arise wherever we do business.

      Last year, the proposal was soundly defeated.

      The Board of Directors recommends that shareholders vote AGAINST
this resolution.