PEPSICO INC — Director's Dealing 2006

Oct 10, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-10-01

Reporting Person: Goodman Richard (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	44434	Direct
PepsiCo, Inc. Common Stock	232.7	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$39.75	2013-01-31	PepsiCo, Inc. Common Stock (7601)		Direct
Employee Stock Option (right to buy)	$43.25	2010-01-31	PepsiCo, Inc. Common Stock (13013)		Direct
Employee Stock Option (right to buy)	$43.50	2011-01-31	PepsiCo, Inc. Common Stock (41379)		Direct
Employee Stock Option (right to buy)	$44.50	2011-01-31	PepsiCo, Inc. Common Stock (10955)		Direct
Employee Stock Option (right to buy)	$50.00	2012-01-31	PepsiCo, Inc. Common Stock (55260)		Direct
Employee Stock Option (right to buy)	$39.75	2013-01-31	PepsiCo, Inc. Common Stock (73857)		Direct
Employee Stock Option (right to buy)	$47.25	2014-01-31	PepsiCo, Inc. Common Stock (55464)		Direct
Employee Stock Option (right to buy)	$53.75	2015-01-31	PepsiCo, Inc. Common Stock (385)		Direct
Employee Stock Option (right to buy)	$57.50	2016-01-31	PepsiCo, Inc. Common Stock (360)		Direct

Footnotes

F1: This number reflects restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. These restricted stock units vest at various dates through September 15, 2009.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 10/01/2006.