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 *
  SMITH MAURA A
 2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2011		 3. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP]
(Last)
(First)
(Middle)
PEPSICO, INC., 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)
EVP, Gen. Counsel, Corp. Secr.
 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 51,355 (1) (2)
D
 

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) 03/01/2014 02/28/2021 PepsiCo, Inc. Common Stock 32,975 $ 69.75 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH MAURA A
PEPSICO, INC.
700 ANDERSON HILL ROAD
PURCHASE, NY 10577		       EVP, Gen. Counsel, Corp. Secr.  

Signatures

/s/ Maura Abeln Smith 05/05/2011
**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 includes: a) 43,011 restricted stock units ("RSUs") granted to the reporting person to partially offset the value of unvested equity awards and other compensation she forfeited at her former employer upon joining PepsiCo, Inc. These RSUs will vest 33% on each of May 4, 2012 and May 4, 2013 and 34% on May 4, 2014 contingent upon the reporting person's continued employment with PepsiCo on each of the vesting dates. Each RSU represents the right to receive one share of PepsiCo Common Stock; and b) 8,244 performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of her compensation from PepsiCo, Inc. These PSUs will become vested on March 1, 2014 contingent upon the achievement of pre-established performance targets over a 2 year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, based upon the performance level achieved.
(2) This number also includes 100 units of PepsiCo, Inc. Common Stock held in a personal brokerage account.

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