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 *
TRUDELL CYNTHIA
   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)
SVP & Chief Personnel Officer
(Last)
(First)
(Middle)
PEPSICO, INC., 700 ANDERSON HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2007
(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 02/02/2007   A   6,731 (1) A $ 0 11,407 (2) D  
PepsiCo, Inc. Common Stock               63 I by Trust

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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
Phantom Stock Units (3) 02/02/2007   A   54.37 (4)     (5)   (5) PepsiCo, Inc. Common Stock 54.37 (4) 11,419.16 D  
Employee Stock Option (right to buy) $ 65 02/02/2007   A   26,923   02/01/2010 01/31/2017 PepsiCo, Inc. Common Stock 26,923 $ 0 26,923 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TRUDELL CYNTHIA
PEPSICO, INC.
700 ANDERSON HILL ROAD
PURCHASE, NY 10577		       SVP & Chief Personnel Officer  

Signatures

 /s/ Cynthia M. Trudell   02/06/2007
**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) This number reflects the number of restricted stock units granted to the reporting person as a portion of her compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect these restricted stock units is contingent upon the achievement of pre-established performance targets over a three year period and board approval.
(2) 100 of these shares are held in the reporting person's IRA.
(3) These phantom units are held under the PepsiCo's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.
(4) This amount relates to dividends credited to the reporting persons phantom stock account on January 3, 2007 pursuant to PepsiCo's deferred compensation plan, at a price of $62.72.
(5) These dividends relate to phantom stock units held under PepsiCo's deferred compensation plan and will be settled at various dates based on the reporting person's election.

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