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PEPSICO INC Director's Dealing 2006

May 31, 2006

29792_dirs_2006-05-31_1faaa4a6-d97c-4a9e-b5ea-b792b7c25860.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-05-01

Reporting Person: Compton John C (Pres & CEO of QTG)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-05-01 Phantom Stock Units $ A 100.15 Acquired PepsiCo, Inc. Common Stock (100.15) Direct
2006-05-01 Phantom Stock Units $ I 9918.53 Acquired PepsiCo, Inc. Common Stock (9918.53) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 47316 Direct
PepsiCo, Inc. Common Stock 5710.55 Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 05/01/2006.

F2: 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.

F3: The phantom stock units are to be settled in a lump sum upon separation from service, pursuant to the reporting person's election.

F4: This amount relates to dividends credited to the reporting person's phantom stock account on March 31, 2006 pursuant to PepsiCo's deferred compensation plan, at a price of $57.79.