PEPSICO INC — Director's Dealing 2007

Feb 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2007-02-15

Reporting Person: NOWELL LIONEL L III (SVP and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-15	PepsiCo, Inc. Common Stock	M	62444	$32.25	Acquired	98990	Direct
2007-02-15	PepsiCo, Inc. Common Stock	S	62444	$64.15	Disposed	36546	Direct
2007-02-16	PepsiCo, Inc. Common Stock	M	10700	$34.00	Acquired	47246	Direct
2007-02-16	PepsiCo, Inc. Common Stock	S	10700	$64.70	Disposed	36546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-15	Employee Stock Option (right to buy)	$32.25	M	62444	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (62444)	Direct
2007-02-16	Employee Stock Option (right to buy)	$34.00	M	10700	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (10700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	11564.94	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/01/2007.