PEPSICO INC — Director's Dealing 2006

Nov 13, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-11-09

Reporting Person: MCKENNA MATTHEW M (SVP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-09	PepsiCo, Inc. Common Stock	M	10500	$32.25	Acquired	60306	Direct
2006-11-09	PepsiCo, Inc. Common Stock	S	2000	$63.30	Disposed	58306	Direct
2006-11-09	PepsiCo, Inc. Common Stock	S	800	$63.29	Disposed	57506	Direct
2006-11-09	PepsiCo, Inc. Common Stock	S	700	$63.28	Disposed	56806	Direct
2006-11-09	PepsiCo, Inc. Common Stock	S	7000	$63.26	Disposed	49806	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-11-09	Employee Stock Option (right to buy)	$32.25	M	10500	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (10500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	2330.39	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of November 9, 2006.

F2: There is no price for this derivative security.