PEPSICO INC — Director's Dealing 2007

Feb 6, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Johnston Hugh F (EVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-02	PepsiCo, Inc. Common Stock	A	11143	$0.00	Acquired	85876	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	45025	Acquired	2017-01-31	PepsiCo, Inc. Common Stock (45025)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	276.41	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 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 02/01/2007.