Sec Form 4 Filing - MCKENNA MATTHEW M @ PEPSICO INC - 2007-10-15

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 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 MCKENNA MATTHEW M 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 of Finance (Last) (First) (Middle) 700 ANDERSON HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2007 (Street) PURCHASE, NY10577 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/15/2007 S 288 D $ 71.31 48,914 D PepsiCo, Inc. Common Stock 10/15/2007 S 10,700 D $ 71.32 38,214 D PepsiCo, Inc. Common Stock 10/15/2007 S 2,500 D $ 71.33 35,714 D PepsiCo, Inc. Common Stock 10/15/2007 M 25,051 A $ 38.5 60,765 D PepsiCo, Inc. Common Stock 10/15/2007 M 14,170 A $ 34 74,935 D PepsiCo, Inc. Common Stock 10/15/2007 M 7,956 A $ 43.5 82,891 D PepsiCo, Inc. Common Stock 10/15/2007 S 7,100 D $ 71 75,791 D PepsiCo, Inc. Common Stock 10/15/2007 S 4,400 D $ 71.01 71,391 D PepsiCo, Inc. Common Stock 10/15/2007 S 5,400 D $ 71.02 65,991 D PepsiCo, Inc. Common Stock 10/15/2007 S 1,500 D $ 71.03 64,491 D PepsiCo, Inc. Common Stock 10/15/2007 S 2,700 D $ 71.04 61,791 D PepsiCo, Inc. Common Stock 10/15/2007 S 2,400 D $ 71.05 59,391 D PepsiCo, Inc. Common Stock 10/15/2007 S 2,400 D $ 71.06 56,991 D PepsiCo, Inc. Common Stock 10/15/2007 S 2,100 D $ 71.07 54,891 D PepsiCo, Inc. Common Stock 10/15/2007 S 1,200 D $ 71.08 53,691 D PepsiCo, Inc. Common Stock 10/15/2007 S 2,674 D $ 71.09 51,017 D PepsiCo, Inc. Common Stock 10/15/2007 S 3,000 D $ 71.1 48,017 D PepsiCo, Inc. Common Stock 10/16/2007 I 2,226.79 ( 1 ) D $ 71.87 593.03 ( 2 ) I by 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 38.5 10/15/2007 M 25,051 02/01/2002 01/31/2009 PepsiCo, Inc. Common Stock 25,051 $ 0 0 D Employee Stock Option (right to buy) $ 34 10/15/2007 M 14,170 02/01/2003 01/31/2010 PepsiCo, Inc. Common Stock 14,170 $ 0 250 D Employee Stock Option (right to buy) $ 43.5 10/15/2007 M 7,956 02/01/2004 01/31/2011 PepsiCo, Inc. Common Stock 7,956 $ 0 61,746 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCKENNA MATTHEW M 700 ANDERSON HILL ROAD PURCHASE, NY10577 SVP of Finance Signatures /s/ Thomas H. Tamoney, Jr., Atty-in-Fact 10/17/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an intra-plan transfer under the PepsiCo 401(k) Plan out of the PepsiCo Common Stock Fund. ( 2 )Reflects the number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of October 17, 2007, including 435.11 shares acquired under the PepsiCo 401(k) Plan since the date of the reporting person's last ownership report.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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