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 *
Compton John C
   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)
CEO, PepsiCo Americas Foods
(Last)
(First)
(Middle)
700 ANDERSON HILL ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
08/12/2009
(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 08/12/2009   M   60,041 A $ 34 244,405 D  
PepsiCo, Inc. Common Stock 08/12/2009   M   87,296 A $ 32.25 331,701 D  
PepsiCo, Inc. Common Stock 08/12/2009   S   111,740 D $ 57.0155 (1) (2) (3) 219,961 D  
PepsiCo, Inc. Common Stock 08/13/2009   S   15,597 D $ 56.4838 (2) 204,364 D  
PepsiCo, Inc. Common Stock               7,431.7286 (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) $ 34 08/12/2009   M     60,041 02/01/2003 01/31/2010 PepsiCo, Inc. Common Stock 60,041 $ 0 0 D  
Employee Stock Option (right to buy) $ 32.25 08/12/2009   M     87,296 02/01/2003 01/31/2010 PepsiCo, Inc. Common Stock 87,296 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Compton John C
700 ANDERSON HILL ROAD
PURCHASE, NY 10577		       CEO, PepsiCo Americas Foods  

Signatures

 John C. Compton   08/14/2009
**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 $56.90 and $57.28 to cover option costs, taxes and broker commissions. A portion of the net proceeds continue to be held in furtherance of PepsiCo's Sock Ownership Guidelines. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(2) The shares with respect to this transaction were sold at prices ranging from $56.47 and $56.4950, which represent a portion of the shares held after the reporting person's August 12, 2009 option exercise. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3) Reflects the number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of August 12, 2009.

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