PEPSICO INC — Director's Dealing 2009

May 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2009-05-04

Reporting Person: Johnston Hugh F (President, PCNAB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-04	PepsiCo, Inc. Common Stock	F	7790	$49.36	Disposed	90434	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	409.29	Indirect

Footnotes

F1: Shares of PepsiCo common stock withheld by PepsiCo to pay witholding taxes due upon vesting of restricted stock units.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of May 4, 2009.