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: Compton John C (CEO, PepsiCo Americas Foods)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-04	PepsiCo, Inc. Common Stock	M	7000	$39.50	Acquired	184364	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-04	Employee Stock Option (right to buy)	$39.50	M	7000	Disposed	2009-07-28	PepsiCo, Inc. Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7383.88	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of May 4, 2009.