PEPSICO INC — Director's Dealing 2006

Sep 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HUDSON DAWN E (Pres & CEO, PCNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-15	PepsiCo, Inc. Common Stock	A	76923	$0.00	Acquired	119661	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4635	Indirect
PepsiCo, Inc. Common Stock	216	Indirect

Footnotes

F1: This number reflects restricted stock units granted to the reporting person as a portion of her compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. Of these restricted stock units, 46,154 vest on September 15, 2009 and 30,769 vest on September 15, 2011. These restricted stock units are not subject to the achievement of performance criteria.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 9/15/2006.