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: TRUDELL CYNTHIA (SVP & Chief Personnel Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-02	PepsiCo, Inc. Common Stock	A	6731	$0.00	Acquired	11407	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-02	Phantom Stock Units	$	A	54.37	Acquired		PepsiCo, Inc. Common Stock (54.37)	Direct
2007-02-02	Employee Stock Option (right to buy)	$65.00	A	26923	Acquired	2017-01-31	PepsiCo, Inc. Common Stock (26923)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	63	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 these restricted stock units is contingent upon the achievement of pre-established performance targets over a three year period and board approval.

F2: 100 of these shares are held in the reporting person's IRA.

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 January 3, 2007 pursuant to PepsiCo's deferred compensation plan, at a price of $62.72.

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.