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: THOMPSON LARRY D (SVP Gov Affairs and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-03	PepsiCo, Inc. Common Stock	A	15000	$0.00	Acquired	31477	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	60670	Acquired	2016-01-31	PepsiCo, Inc. Common Stock (60670)	Direct

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: There is no price for this derivative security.