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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-12	PepsiCo, Inc. Common Stock	F	4395	$63.78	Disposed	86632	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	80.77	Indirect

Footnotes

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

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/02/2007.