PEPSICO INC — Director's Dealing 2006

Feb 8, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-03	PepsiCo, Inc. Common Stock	A	12596	$0.00	Acquired	47316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-03	Employee Stock Option (right to buy)	$57.50	A	51124	Acquired	2016-01-31	PepsiCo, Inc. Common Stock (51124)	Direct
2006-02-03	Phantom Stock Units	$	A	380.8	Acquired		PepsiCo, Inc. Common Stock (380.8)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	5378.65	Indirect

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to these restricted stock units is contingent upon the achievement of pre-established performance targets over a three year period and board approval.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/03/2006.

F3: There is no price for this derivative security.

F4: 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.

F5: This amount relates to dividends credited to the reporting persons phantom stock account on various dates between April 1, 2005 and February 3, 2006 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $53.03 to $59.76.

F6: This security is exercisable immediately.

F7: The phantom stock units are to be settled upon the earlier of 2012, termination or retirement, pursuant to the reporting person's election.