PEPSICO INC — Director's Dealing 2007

Feb 14, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2007-02-12

Reporting Person: HUDSON DAWN E (Pres & CEO, PCNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-12	PepsiCo, Inc. Common Stock	F	6327	$63.78	Disposed	130488	Direct
2007-02-12	PepsiCo, Inc. Common Stock	M	82400	$39.75	Acquired	212888	Direct
2007-02-12	PepsiCo, Inc. Common Stock	M	6980	$34.00	Acquired	219868	Direct
2007-02-12	PepsiCo, Inc. Common Stock	M	11444	$38.50	Acquired	231312	Direct
2007-02-12	PepsiCo, Inc. Common Stock	S	100824	—	Disposed	130488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-12	Employee Stock Option (right to buy)	$38.50	M	11444	Disposed	2009-01-31	PepsiCo, Inc. Common Stock (11444)	Direct
2007-02-12	Employee Stock Option (right to buy)	$34.00	M	6980	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (6980)	Direct
2007-02-12	Employee Stock Option (right to buy)	$39.75	M	82400	Disposed	2013-01-31	PepsiCo, Inc. Common Stock (82400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4635	Indirect
PepsiCo, Inc. Common Stock	393.75	Indirect

Footnotes

F1: Payment of tax liability due upon vesting of restricted stock units, by witholding securities.

F2: The shares with respect to this transaction were sold at prices ranging from $63.60 to $63.99.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/02/2007.