PEPSICO INC — Director's Dealing 2007

Feb 7, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Maniscalco Charles (President and CEO of QTG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-02	PepsiCo, Inc. Common Stock	A	8242	$0.00	Acquired	78852	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-02	Employee Stock Option (right to buy)	$65.00	A	33421	Acquired	2017-01-31	PepsiCo, Inc. Common Stock (33421)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	23470.8	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
PepsiCo, Inc. Convertible Preferred Stock	$		PepsiCo, Inc. Common Stock ()	4628.73	Indirect

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect of these restricted stock units is contingent upon the achievement of pre-established performance targets and board approval.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/01/2007.

F3: PepsiCo convertible preferred stock was issued solely in connection with an employee stock ownership plan (ESOP) established by The Quaker Oats Company and these preferred shares are redeemable for common stock by the former ESOP participants. Each share of preferred stock is convertible at any time at the option of the holder into 4.9625 shares of PepsiCo common stock and has no expiration date. All shares of preferred stock are held under the reporting person's account in the PepsiCo 401(k) Plan as of February 1, 2007.