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: ROSENFELD IRENE B (Chairman and CEO, Frito-Lay)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-03	PepsiCo, Inc. Common Stock	A	101336	$0.00	Acquired	133338	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	58326	Acquired	2016-01-31	PepsiCo, Inc. Common Stock (58326)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	183	Indirect

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of her 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 14,379 of these restricted stock units is contingent upon the achievement of pre-established performance targets over a three year period and board approval. Of the remaining 86,957 restricted stock units 40% vest on February 3, 2011 and 60% vest on February 3, 2013. These restricted stock units are not subject to the achievement of performance criteria.

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.