Title: Form 3- Abelardo E. Bru

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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1. Name and Address of Reporting Person*

Bru           Abelardo                E.

2. Date of Event Requiring Statement
   (Month/Day/Year)

    10/8/2002

4. Issuer Name and Ticker or Trading Symbol

PepsiCo, Inc.  (PEP)

(Last)             (First)                (Middle) 

7701 Legacy Drive

(Street)

Plano                TX          75266

3. I.R.S. Identification Number of
    Reporting Person, if an entity
    (voluntary)

5. Relationship of Reporting Person(s)
    to Issuer (Check all applicable)

  ☐ Director             ☐ 10% Owner
  ⌧ Officer                ☐  Other
      (give title below)       (specify below) 

   Chairman and Chief Executive Officer,
           Frito-Lay North America

6. If Amendment, Date of Original
   (Month/Day/Year) 

   10/15/2002

(City)              (State)                 (Zip) | | | 7. Individual or Joint/Group Filing (Check Applicable Line) ⌧ Form filed by One Reporting Person ☐ Form filed by More than One Reporting Person
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 | 4,443.56 | I | By 401(k)

Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of
     Derivative
     Security
     (Instr. 4)

2. Date Exer cisable 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
     Securities:
     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)

(1)

06/30/03

PepsiCo, Inc. Common Stock

751.00

$17.06

D

Employee Stock Option
(right to buy)

02/01/98

01/27/04

PepsiCo, Inc. Common Stock

22,872.00

$18.58

D

Employee Stock Option
(right to buy)

(1)

06/30/04

PepsiCo, Inc. Common Stock

1,438.00

$14.28

D

Employee Stock Option
(right to buy)

(1)

06/30/05

PepsiCo, Inc. Common Stock

1,640.00

$21.36

D

Employee Stock Option
(right to buy)

02/01/00

01/25/06

PepsiCo, Inc. Common Stock

87,663.00

$27.38

D

Employee Stock Option
(right to buy)

(1)

06/30/06

PepsiCo, Inc. Common Stock

1,282.00

$32.98

D

Employee Stock Option
(right to buy)

02/01/98

01/27/04

PepsiCo, Inc. Common Stock

3,315.00

$26.42

D

Employee Stock Option
(right to buy)

02/01/00

01/25/06

PepsiCo, Inc. Common Stock

12,305.00

$26.42

D

Employee Stock Option
(right to buy)

02/01/01

01/31/08

PepsiCo, Inc. Common Stock

53,518.00

$36.50

D

Employee Stock Option
(right to buy)

02/01/03

01/31/10

PepsiCo, Inc. Common Stock

101,018.00

$34.00

D

Employee Stock Option
(right to buy)

02/01/01

01/31/11

PepsiCo, Inc. Common Stock

33,632.00

$43.50

D

Employee Stock Option
(right to buy)

02/01/04

01/31/11

PepsiCo, Inc. Common Stock

138,573.00

$43.50

D

Employee Stock Option
(right to buy)

02/01/02

01/31/12

PepsiCo, Inc. Common Stock

24,614.00

$50.00

D

Employee Stock Option
(right to buy)

02/01/05

01/31/12

PepsiCo, Inc. Common Stock

120,951.00

$50.00

D

Employee Stock Option
(right to buy)

02/01/02

01/31/09

PepsiCo, Inc. Common Stock

55,041.00

$38.50

D

Employee Stock Option
(right to buy)

02/01/03

01/31/10

PepsiCo, Inc. Common Stock

207,033.00

$32.25

D

Employee Stock Option
(right to buy)

02/01/09

01/31/14

PepsiCo, Inc. Common Stock

200,000.00

$38.50

D

Employee Stock Option
(right to buy)

02/01/04

01/31/09

PepsiCo, Inc. Common Stock

200,000.00

$38.50

D

Explanation of Responses:

1.  Twenty percent of these options became exercisable one year after the grant date, and an additional twenty percent became exercisable each of the four years thereafter. 
| /s/ Abelardo E. Bru ___________________________________ **Signature of Reporting Person Abelardo E. Bru | | May 1, 2003 ___________________ Date |

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). | | |

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