PEPSICO INC — Director's Dealing 2007

Feb 15, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2007-02-13

Reporting Person: MCKENNA MATTHEW M (SVP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-13	PepsiCo, Inc. Common Stock	M	15809	$32.25	Acquired	69711	Direct
2007-02-13	PepsiCo, Inc. Common Stock	S	15809	—	Disposed	53902	Direct
2007-02-13	PepsiCo, Inc. Common Stock	M	42450	$34.00	Acquired	96352	Direct
2007-02-13	PepsiCo, Inc. Common Stock	S	42450	—	Disposed	53902	Direct
2007-02-13	PepsiCo, Inc. Common Stock	S	4700	—	Disposed	49202	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-13	Employee Stock Option (right to buy)	$32.25	M	15809	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (15809)	Direct
2007-02-13	Employee Stock Option (right to buy)	$34.00	M	42450	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (42450)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	2384.71	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $64.00 to $64.06.

F2: The shares with respect to this transaction were sold at prices ranging from $63.86 to $63.95.

F3: The shares with respect to this transaction were sold at prices ranging from $63.92 to $63.93.

F4: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/01/2007.