PEPSICO INC — Director's Dealing 2006

Feb 23, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-02-22

Reporting Person: BRIDGMAN PETER A (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-22	PepsiCo, Inc. Common Stock	M	25058	$36.50	Acquired	67317.43	Direct
2006-02-22	PepsiCo, Inc. Common Stock	S	2858	$58.97	Disposed	64459.43	Direct
2006-02-22	PepsiCo, Inc. Common Stock	S	22200	$58.90	Disposed	42259.43	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-22	Employee Stock Option (right to buy)	$36.50	M	25058	Disposed	2008-01-31	PepsiCo, Inc. Common Stock (25058)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	205.18	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.