PEPSICO INC — Director's Dealing 2006

May 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-05-23

Reporting Person: WHITE MICHAEL D (Director, Chairman and CEO, PepsiCo Intl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-23	PepsiCo, Inc. Common Stock	M	1400	$32.98	Acquired	201678	Direct
2006-05-23	PepsiCo, Inc. Common Stock	S	1400	$59.86	Disposed	200278	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-23	Employee Stock Option (right to buy)	$32.98	M	1400	Disposed	2006-06-30	PepsiCo, Inc. Common Stock (1400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4371	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 05/23/2006.

F2: There is no price for this derivative security.