PEPSICO INC — Director's Dealing 2006

Oct 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ROCKEFELLER SHARON PERCY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-01	PepsiCo, Inc. Common Stock	A	766	$0.00	Acquired	33125	Direct
2006-10-01	PepsiCo, Inc. Common Stock	F	192	$65.25	Disposed	32933	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-01	Employee Stock Option (right to buy)	$65.25	A	3064	Acquired	2016-09-30	PepsiCo, Inc. Common Stock (3064)	Direct

Footnotes

F1: This number reflects shares of PepsiCo Common Stock granted to the reporting person as a portion of her compensation for serving as a director of PepsiCo, Inc. These shares must be beneficially held by the reporting person until she leaves the Board, except for withholding of shares to pay taxes related to the grant.

F2: This number reflects shares of PepsiCo Common Stock withheld by PepsiCo, Inc. to pay withholding taxes related to the grant.

F3: There is no price for this derivative security.