Davis Polk & Wardwell
LLP
450 Lexington
Avenue
New York, NY
10017
March 3,
2010
VIA
EDGAR
Securities
and Exchange Commission
100 F
Street, NE
Washington,
DC 20549
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Re:
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PepsiCo,
Inc.
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Withdrawal
of Registration Statement on Form
S-3
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Ladies
and Gentleman:
On behalf
of our client, PepsiCo, Inc. (the “Company”), pursuant to
Rule 477 under the Securities Act of 1933, as amended, we hereby request the
immediate withdrawal of its registration statement on Form S-3 that was
initially filed on February 26, 2010 (Accession Number
0001193125-10-042761, File Number 333-165095) (the “Filing”). No
securities have been sold with respect to the Filing. The reason for
this withdrawal is to file the Form S-3 as a Form S-3ASR filing.
The
Company respectfully requests, in accordance with Rule 457(p) under the Act,
that all fees paid to the Commission in connection with the Filing be credited
to the Company’s account and used to offset the filing fee for the Form S-3ASR
filing.
If you
have any questions or comments concerning the above, or if you require
additional information, please do not hesitate to contact the
undersigned.
Very
truly yours,
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/s/
Jean M. McLoughlin
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Jean
M. McLoughlin
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