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: 2006-11-08

Reporting Person: HUDSON DAWN E (Pres & CEO, PCNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-08	PepsiCo, Inc. Common Stock	M	40135	$38.50	Acquired	159796	Direct
2006-11-08	PepsiCo, Inc. Common Stock	S	33700	$63.63	Disposed	126096	Direct
2006-11-08	PepsiCo, Inc. Common Stock	S	424	$63.73	Disposed	125672	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-11-08	Employee Stock Option (right to buy)	$38.50	M	40135	Disposed	2009-01-31	PepsiCo, Inc. Common Stock (40135)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4635	Indirect
PepsiCo, Inc. Common Stock	305	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of November 8, 2006.

F2: There is no price for this derivative security.