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 * VASELLA DANIEL   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) NOVARTIS INTERNATIONAL AG, WSJ-200.108 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2008 (Street) BASEL, V8 CH-4002 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 09/30/2008   A   114.26 (1) A (1) 12,717.63 (2) D   PepsiCo, Inc. Common Stock 10/01/2008   A   2,093.8 (3) A $ 0 14,811.43 D   PepsiCo, Inc. Common Stock 10/01/2008   A   1,395.87 (4) A $ 71.64 16,207.3 D   PepsiCo, Inc. Common Stock 10/01/2008   F   265 (5) D $ 71.42 15,942.3 D

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
VASELLA DANIEL NOVARTIS INTERNATIONAL AG WSJ-200.108 BASEL, V8 CH-4002	X

Signatures

/s/ Thomas H. Tamoney, Jr., Atty-in-Fact		10/03/2008
**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 represents the phantom stock units acquired at various dates between September 29, 2007 and September 30, 2008 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $63.59 to $75.29, payable in shares of PepsiCo Common Stock on a one-for-one basis.
(2)	This number includes 4,964.37 phantom stock units credited to the filing person's account under the PepsiCo Director Deferral Program that were previously reported upon acquisition in Table II and that are payable in shares of PepsiCo Common Stock on a one-for-one basis.
(3)	This number represents the filing person's phantom stock units received for service as a director that are payable in shares of PepsiCo Common Stock on a one-for-one basis commencing on the first day of the calendar quarter following the first anniversary of the filing person's retirement or resignation from PepsiCo's Board of Directors.
(4)	This number represents the annual cash retainer, or portion thereof, that the filing person elected to defer under the PepsiCo Director Deferral Program that is payable in shares of PepsiCo Common Stock commencing on the first day of the year following the filing person's retirement or resignation from PepsiCo's Board of Directors.
(5)	Shares of PepsiCo common stock withheld by PepsiCo to pay withholding taxes due upon vesting of restricted stock units.

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