PEPSICO INC — Director's Dealing 2006

May 3, 2006

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-01	PepsiCo, Inc. Common Stock	M	677	$32.98	Acquired	47993	Direct
2006-05-01	PepsiCo, Inc. Common Stock	S	277	$58.37	Disposed	47716	Direct
2006-05-01	PepsiCo, Inc. Common Stock	S	400	$58.38	Disposed	47316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-01	Employee Stock Option (right to buy)	$32.98	M	677	Disposed	2006-06-30	PepsiCo, Inc. Common Stock (677)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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: There is no price for this derivative security.