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: ALLEN ROBERT E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-03	Phantom Stock Units	$	A	31.14	Acquired		PepsiCo, Inc. Common Stock (31.14)	Direct
2007-01-03	Phantom Stock Units	$	A	42.58	Acquired		PepsiCo, Inc. Common Stock (42.58)	Direct
2007-01-03	Phantom Stock Units	$	I	6541.52	Disposed		PepsiCo, Inc. Common Stock (6541.52)	Direct
2007-01-03	Phantom Stock Units	$	A	9.76	Acquired		PepsiCo, Inc. Common Stock (9.76)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	10204	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 was paid in a one-time cash payment.

F3: This security is payable upon the end of the reporting person's tenure on the Board of Directors.

F4: This security is payable in one lump sum on January 1, 2008.