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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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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