PEPSICO INC — Director's Dealing 2006

Mar 9, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-03-07

Reporting Person: MCKENNA MATTHEW M (SVP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-07	PepsiCo, Inc. Common Stock	M	41000	$32.25	Acquired	90806	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	900	$59.54	Disposed	89906	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	5500	$59.55	Disposed	84406	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	1300	$59.56	Disposed	83106	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	1000	$59.57	Disposed	82106	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	1300	$59.58	Disposed	80806	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	9100	$59.76	Disposed	71706	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	1900	$59.78	Disposed	69806	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	5900	$59.79	Disposed	63906	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	5500	$59.80	Disposed	58406	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	5200	$59.81	Disposed	53206	Direct
2006-03-07	PepsiCo, Inc. Common Stock	S	3400	$59.82	Disposed	49806	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-07	Employee Stock Option (right to buy)	$32.25	M	41000	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (41000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1924	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/03/2006.

F2: There is no price for this derivative security.