PEPSICO INC — Director's Dealing 2006

Oct 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-10-24

Reporting Person: Johnston Hugh F (EVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-24	PepsiCo, Inc. Common Stock	M	22000	$39.75	Acquired	99109	Direct
2006-10-24	PepsiCo, Inc. Common Stock	S	10100	$62.85	Disposed	89009	Direct
2006-10-24	PepsiCo, Inc. Common Stock	S	200	$62.93	Disposed	88809	Direct
2006-10-24	PepsiCo, Inc. Common Stock	S	100	$62.94	Disposed	88709	Direct
2006-10-24	PepsiCo, Inc. Common Stock	S	11600	$62.70	Disposed	77109	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-24	Employee Stock Option (right to buy)	$39.75	M	17597	Disposed	2013-01-31	PepsiCo, Inc. Common Stock (17597)	Direct
2006-10-24	Employee Stock Option (right to buy)	$39.75	M	4403	Disposed	2012-01-31	PepsiCo, Inc. Common Stock (4403)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	265.4	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of October 24, 2006.

F2: There is no price for this derivative security.