PEPSICO INC — Director's Dealing 2007

Jan 6, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2007-01-03

Reporting Person: THOMAS FRANKLIN A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-03	Phantom Stock Units	$	A	27.77	Acquired		PepsiCo, Inc. Common Stock (27.77)	Direct
2007-01-03	Phantom Stock Units	$	I	1458.47	Disposed		PepsiCo, Inc. Common Stock (1458.47)	Direct
2007-01-03	Phantom Stock Units	$	A	31.13	Acquired		PepsiCo, Inc. Common Stock (31.13)	Direct
2007-01-03	Phantom Stock Units	$	I	6538.84	Disposed		PepsiCo, Inc. Common Stock (6538.84)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4822	Direct

Footnotes

F1: These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F2: This security is payable in cash in 5 annual installments, beginning January 1, 2006.

F3: This security was paid in cash as the second of 5 annual installments.

F4: This security was paid in a one-time cash payment.