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: NOOYI INDRA K (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-02	PepsiCo, Inc. Common Stock	A	75824	$0.00	Acquired	252369	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	304220	Acquired	2017-01-31	PepsiCo, Inc. Common Stock (304220)	Direct
2007-02-02	Phantom Stock Units	$	A	896.84	Acquired		PepsiCo, Inc. Common Stock (896.84)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	2853.19	Indirect

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of her 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 to these restricted stock units is contingent upon the achievement of pre-established performance targets over a three year period and board approval.

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

F3: These phantom units are held under the PepsiCo's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F4: This amount relates to dividends credited to the reporting persons phantom stock account on various dates between January 4, 2006 and February 2, 2007 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $57.79 to $65.26.

F5: These dividends relate to phantom stock units held under PepsiCo's deferred compensation plan and will be settled at various dates based on the reporting person's election.