Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Goodman Richard
 2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2006		 3. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP]
(Last)
(First)
(Middle)
700 ANDERSON HILL ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PURCHASE, NY 10577		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
PepsiCo, Inc. Common Stock 44,434 (1)
D
 
PepsiCo, Inc. Common Stock 232.7 (2)
I
401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 02/01/2003 01/31/2013 PepsiCo, Inc. Common Stock 7,601 $ 39.75 D  
Employee Stock Option (right to buy) 02/01/2003 01/31/2010 PepsiCo, Inc. Common Stock 13,013 $ 43.25 D  
Employee Stock Option (right to buy) 02/01/2004 01/31/2011 PepsiCo, Inc. Common Stock 41,379 $ 43.5 D  
Employee Stock Option (right to buy) 02/01/2004 01/31/2011 PepsiCo, Inc. Common Stock 10,955 $ 44.5 D  
Employee Stock Option (right to buy) 02/01/2005 01/31/2012 PepsiCo, Inc. Common Stock 55,260 $ 50 D  
Employee Stock Option (right to buy) 02/01/2006 01/31/2013 PepsiCo, Inc. Common Stock 73,857 $ 39.75 D  
Employee Stock Option (right to buy) 02/01/2007 01/31/2014 PepsiCo, Inc. Common Stock 55,464 $ 47.25 D  
Employee Stock Option (right to buy) 02/01/2008 01/31/2015 PepsiCo, Inc. Common Stock 385 $ 53.75 D  
Employee Stock Option (right to buy) 02/01/2009 01/31/2016 PepsiCo, Inc. Common Stock 360 $ 57.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goodman Richard
700 ANDERSON HILL ROAD
PURCHASE, NY 10577		       Chief Financial Officer  

Signatures

/s/ Richard A. Goodman 10/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. These restricted stock units vest at various dates through September 15, 2009.
(2) Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 10/01/2006.

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