Report and Consent of Independent Auditors EXHIBIT 23
The Board of Directors
PepsiCo, Inc.
The audits referred to in our report dated February 7, 1995
included the related financial statement schedule as of December
31, 1994 and December 25, 1993, and for each of the years in the
three-year period ended December 31, 1994 listed in the
accompanying index at Item 14(a)2. The financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial
statement schedule based on our audits. In our opinion, such
financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.
We consent to the use of our reports included herein (or
incorporated herein by reference) in the Registration Statements
on Form S-8 (No. 33-35602, No. 33-29037, No. 33-42058, No. 33-
51496, No. 33-54731 and No. 33-66150, pertaining to the PepsiCo
SharePower Stock Option Plan; No. 33-43189, pertaining to the
PepsiCo SharePower Stock Option Plan for Opco Employees; No. 33-
22970, pertaining to the 1988 Director Stock Plan; No. 33-19539,
pertaining to the 1979 Incentive Plan and the 1987 Incentive
Plan; No. 33-54733, pertaining to the 1994 Long-Term Incentive
Plan; No. 2-65410, pertaining to the 1979 Incentive Plan; No. 2-
82645 and No. 33-51514, pertaining to the PepsiCo, Inc. Long Term
Savings Program; No. 2-93163, No. 2-99532 and No. 33-10488,
pertaining to the Long Term Savings Programs of Taco Bell Corp.,
Pizza Hut, Inc. and Kentucky Fried Chicken Corporation,
respectively) and the Registration Statements on Form S-3 (No. 33-
37271, pertaining to the Pizza Hut Cincinnati, Inc. and Tri-L
Pizza Huts, Inc. acquisitions; No. 33-35601, No. 33-42122, No. 33-
56666 and No. 33-66146, pertaining to the PepsiCo SharePower
Stock Option Plan for Employees of Monsieur Henri Wines, Ltd.;
No. 33-30658 and No. 33-38014, pertaining to the PepsiCo
SharePower Stock Option Plan for Opco Employees; No. 33-42121,
pertaining to the PepsiCo SharePower Stock Option Plan for PCDC
Employees; No. 33-66144 pertaining to the PepsiCo SharePower
Stock Option Plan for Employees of Chevys, Inc.; No. 33-66148
pertaining to the PepsiCo SharePower Stock Option Plan for
Employees of Southern Tier Pizza Hut, Inc. and STPH Delco, Inc.;
No. 33-30372, pertaining to the Pepsi-Cola Bottling Company
Annapolis acquisition; No. 33-8677, pertaining to the
$500,000,000 Euro-Medium-Term Notes; No. 33-39283, pertaining to
the $2,500,000,000 Debt Securities and Warrants; No. 33-47527,
pertaining to the Semoran Management Corporation acquisition; No.
33-53232, pertaining to the $32,500,000 Puerto Rico Industrial,
Medical and Environmental Pollution Control Facilities Financing
Authority Adjustable Rate Industrial Revenue Bonds; No. 33-57181,
pertaining to the $3,322,000,000 Debt Securities and Warrants;
No. 33-51389, pertaining to the $2,500,000,000 Debt Securities
and Warrants; No. 33-50685, pertaining to the extension of the
PepsiCo SharePower Stock Option Plan to Employees of Snack
Ventures Europe, a joint venture between PepsiCo Foods
International and General Mills, Inc.) and the Registration
Statements on Form S-4 (No. 33-31844, pertaining to the Erin
Investment Corp. acquisition; No. 33-4635, pertaining to the A&M
Food Services, Inc. acquisition; No. 33-21607, pertaining to the
Pizza Hut Titusville, Inc. acquisition; No. 33-37978, pertaining
to the domestic Kentucky Fried Chicken operations of Collins
Foods International, Inc. acquisition; No. 33-47314, pertaining
to the Pizza Management, Inc. acquisition) and in the related
Prospectuses.
KPMG Peat Marwick LLP
New York, New York
March 28, 1995