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: SCHIRO JAMES J (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	3732	Direct
2006-10-01	PepsiCo, Inc. Common Stock	F	192	$65.25	Disposed	3540	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
2006-09-29	Phantom Stock Units	$	A	71.73	Acquired		PepsiCo, Inc. Common Stock (71.73)	Direct
2006-10-02	Phantom Stock Units	$	A	1865.38	Acquired		PepsiCo, Inc. Common Stock (1865.38)	Direct

Footnotes

F1: This number reflects shares of PepsiCo Common Stock granted to the reporting person as a portion of his compensation for serving as a director of PepsiCo, Inc. These shares must be beneficially held by the reporting person until he 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.

F4: These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F5: This security is payable in one lump sum on January 1, 2010.

F6: Acquired on various dates between October 2, 2005 and September 29, 2006 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $57.79 to $65.26.