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 *
Maniscalco Charles
   2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO of QTG
(Last)
(First)
(Middle)
PEPSICO, INC., 700 ANDERSON HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/04/2007
(Street)

PURCHASE, NY 10577		 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 05/04/2007   M   34,151 A $ 44.5 113,003 D  
PepsiCo, Inc. Common Stock 05/04/2007   S   34,151 D (1) 78,852 D  
PepsiCo, Inc. Common Stock 05/04/2007   M   1,336 A $ 44.5 80,188 D  
PepsiCo, Inc. Common Stock 05/04/2007   S   1,336 D $ 67.31 78,852 D  
PepsiCo, Inc. Common Stock 05/04/2007   M   2,048 A $ 50 80,900 D  
PepsiCo, Inc. Common Stock 05/04/2007   S   2,048 D (2) 78,852 D  
PepsiCo, Inc. Common Stock               23,684 (3) I by 401(k)

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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) $ 44.5 05/04/2007   M     34,151 08/03/2002 08/02/2011 PepsiCo, Inc. Common Stock 34,151 $ 0 0 D  
Employee Stock Option (right to buy) $ 44.5 05/04/2007   M     1,336 02/01/2004 01/31/2011 PepsiCo, Inc. Common Stock 1,336 $ 0 0 D  
Employee Stock Option (right to buy) $ 50 05/04/2007   M     2,048 02/01/2005 01/31/2012 PepsiCo, Inc. Common Stock 2,048 $ 0 64,000 D  
PepsiCo, Inc. Convertible Preferred Stock (4)               (4)   (4) PepsiCo, Inc. Common Stock 0 (4)   4,648 (4) I by 401(k)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Maniscalco Charles
PEPSICO, INC.
700 ANDERSON HILL ROAD
PURCHASE, NY 10577		       President and CEO of QTG  

Signatures

 /s/ Thomas H. Tamoney, Jr., Atty-in-Fact   05/07/2007
**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) The shares with respect to this transaction were sold at prices ranging from $67.23 to $67.36.
(2) The shares with respect to this transaction were sold at prices ranging from $67.29 to $67.32.
(3) Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 05/04/2007.
(4) PepsiCo convertible preferred stock was issued solely in connection with an employee stock ownership plan (ESOP) established by The Quaker Oats Company and these preferred shares are redeemable for common stock by the former ESOP participants. Each share of preferred stock is convertible at any time at the option of the holder into 4.9625 shares of PepsiCo common stock and has no expiration date. All shares of preferred stock are held under the reporting person's account in the PepsiCo 401(k) Plan as of May 4, 2007.

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