Unassociated Document

Registration No. 333-133735
 
FORM T-1
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           | x |
___________________________
 
THE BANK OF NEW YORK
 
(Exact name of trustee as specified in its charter)
 
 
New York
(State of incorporation
if not a U.S. national bank)
13-5160382
(I.R.S. employer
identification no.)
     
 
One Wall Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
___________________________
PepsiCo, Inc.
(Exact name of obligor as specified in its charter)
 
 
North Carolina
(State or other jurisdiction of
incorporation or organization)
13-1584302
(I.R.S. employer
identification no.)
     
 
700 Anderson Hill Road
Purchase, New York
(Address of principal executive offices)
 
10577
(Zip code)
___________________________
Debt Securities
(Title of the indenture securities)
 
 

 
 
1.
General information.  Furnish the following information as to the Trustee:
   
 
(a)
Name and address of each examining or supervising authority to which it is subject.
   
 
 
Name
Address
Superintendent of Banks of the State of New York
One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
   
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y.  10045
   
Federal Deposit Insurance Corporation
Washington, D.C.  20429
   
New York Clearing House Association
New York, New York   10005
   
 
(b)
Whether it is authorized to exercise corporate trust powers.
 
Yes.
 
2.
Affiliations with Obligor.
 
If the obligor is an affiliate of the trustee, describe each such affiliation.
 
None.
 
16.
List of Exhibits.
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
 
 
1.
A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T_1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
 
     
 
4.
A copy of the existing By_laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)
 
 
2
 
 
6.
The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
     
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 
 
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of April, 2007.
 
 
  THE BANK OF NEW YORK
       
  By: 
/s/   CHERYL CLARKE
   
    Name:
CHERYL CLARKE
    Title:  VICE PRESIDENT
 
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