PEPSICO INC — Director's Dealing 2006

Sep 25, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-09-15

Reporting Person: Maniscalco Charles (President and CEO of QTG)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	74713	Direct
PepsiCo, Inc. Common Stock	23242	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$44.50	2011-08-02	PepsiCo, Inc. Common Stock (34151)		Direct
Employee Stock Option (right to buy)	$44.50	2011-01-31	PepsiCo, Inc. Common Stock (1336)		Direct
Employee Stock Option (right to buy)	$50.00	2012-01-31	PepsiCo, Inc. Common Stock (66048)		Direct
Employee Stock Option (right to buy)	$41.50	2012-07-17	PepsiCo, Inc. Common Stock (75000)		Direct
Employee Stock Option (right to buy)	$39.75	2013-01-31	PepsiCo, Inc. Common Stock (86095)		Direct
Employee Stock Option (right to buy)	$41.50	2012-07-17	PepsiCo, Inc. Common Stock (150000)		Direct
Employee Stock Option (right to buy)	$47.25	2014-01-31	PepsiCo, Inc. Common Stock (27951)		Direct
Employee Stock Option (right to buy)	$53.75	2015-01-31	PepsiCo, Inc. Common Stock (24571)		Direct
Employee Stock Option (right to buy)	$57.50	2016-01-31	PepsiCo, Inc. Common Stock (22969)		Direct
PepsiCo, Inc. Convertible Preferred Stock	$		PepsiCo, Inc. Common Stock (4599)		Indirect

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 between February 1, 2007 and July 1, 2011. Vesting of all restricted stock units is contingent upon the reporting person?s continued employment with the company.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of September 15, 2006.

F3: PepsiCo convertible preferred stock was issued only for an employee stock ownership plan (ESOP) established by Quaker and these shares are redeemable for common stock by the ESOP participants. Each share of preferred stock is convertible at any time at the option of the holder into 4.9625 shares of PepsiCo common stock and has no expiration date. All shares of preferred stock are held under the reporting person's account in the PepsiCo 401(k) Plan.

F4: This number reflects the equivalent number of shares of PepsiCo common stock held under the reporting person?s account in the PepsiCo 401(k) Plan.

F5: PepsiCo convertible preferred stock is redeemable into PepsiCo common stock at a fixed ratio of 4.9625.