Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
THOMAS FRANKLIN A
  2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
380 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2006
(Street)

NEW YORK, NY 10168
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
PepsiCo, Inc. Common Stock 10/01/2006   A   766 (1) A $ 0 5,014 D  
PepsiCo, Inc. Common Stock 10/01/2006   F   192 (2) D $ 65.25 4,822 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 65.25 10/01/2006   A   3,064   10/01/2009 09/30/2016 PepsiCo, Inc. Common Stock 3,064 (3) 3,064 D  
Phantom Stock Units (4) 09/29/2006   A   81.06     (5)   (5) PepsiCo, Inc. Common Stock 81.06 (6) 5,806.13 D  
Phantom Stock Units (4) 09/29/2006   A   90.86     (7)   (7) PepsiCo, Inc. Common Stock 90.86 (6) 6,507.72 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
THOMAS FRANKLIN A
380 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY 10168
  X      

Signatures

 /s/ Thomas H Tamoney, Jr., Atty-in-Fact   10/03/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This number reflects shares of PepsiCo Common Stock granted to the reporting person as a portion of his compensation for serving as a director of PepsiCo, Inc. These shares must be beneficially held by the reporting person until he leaves the Board, except for withholding of shares to pay taxes related to the grant.
(2) This number reflects shares of PepsiCo Common Stock withheld by PepsiCo, Inc. to pay withholding taxes related to the grant.
(3) There is no price for this derivative security.
(4) These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.
(5) This security is payable in five equal annual installments beginning January 1, 2006.
(6) Acquired on various dates between January 4, 2006 and September 29, 2006 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $57.79 to $65.26.
(7) This security is payable upon the end of the reporting person's tenure on the Board of Directors.

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