PEPSICO INC — Director's Dealing 2009

May 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2009-05-14

Reporting Person: NOWELL LIONEL L III (SVP and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-14	PepsiCo, Inc. Common Stock	M	28203	$38.25	Acquired	69209	Direct
2009-05-14	PepsiCo, Inc. Common Stock	S	28203	$50.50	Disposed	41006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-14	Employee Stock Option (right to buy)	$38.25	M	28203	Disposed	2009-06-30	PepsiCo, Inc. Common Stock (28203)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	12697.5118	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of May 14, 2009.

F2: Under the Terms of the PepsiCo Long-Term Incentive Plan, the Vesting Date of these options was accelerated from 02/01/2002 to 08/07/2000 upon the reporting person's transfer of employment in 2000 to The Pepsi Bottling Group from PepsiCo. The reporting person returned to PepsiCo in 2001.