PEPSICO INC — Director's Dealing 2006

Jan 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2006-01-01

Reporting Person: THOMAS FRANKLIN A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-01	Phantom Stock Units	$	A	31.01	Acquired		PepsiCo, Inc. Common Stock (31.01)	Direct
2006-01-01	Phantom Stock Units	$	I	1431.26	Disposed		PepsiCo, Inc. Common Stock (1431.26)	Direct
2006-01-01	Phantom Stock Units	$	A	27.8	Acquired		PepsiCo, Inc. Common Stock (27.8)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4248	Direct

Footnotes

F1: 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.

F2: This security is payable in cash in 5 annual installments, beginning January 1, 2006.

F3: These phantom units were paid in cash to the reporting person on January 1, 2006.

F4: This security is payable in lump sum cash on January 1, 2007.