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: 2007-02-01

Reporting Person: Goodman Richard (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-01	PepsiCo, Inc. Common Stock	F	1943	$65.04	Disposed	42491	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	240.42	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 02/01/2007.