PEPSICO INC — Director's Dealing 2007

May 11, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2007-05-09

Reporting Person: Carey Albert P (President and CEO Frito-Lay)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-09	PepsiCo, Inc. Common Stock	M	68000	$32.25	Acquired	154632	Direct
2007-05-09	PepsiCo, Inc. Common Stock	S	60500	—	Disposed	94132	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-09	Employee Stock Option (right to buy)	$32.25	M	68000	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (68000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	81	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $67.10 to $67.28.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 05/09/2007.