PEPSICO INC — Director's Dealing 2009

Feb 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2009-02-17

Reporting Person: NOOYI INDRA K (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-17	PepsiCo, Inc. Common Stock	F	6438	$51.31	Disposed	396547	Direct
2009-02-17	PepsiCo, Inc. Common Stock	D	3002	$0.00	Disposed	393545	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	3992.95	Indirect

Footnotes

F1: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.

F2: This number represents the restricted stock units that were canceled at the end of the performance period due to failure to meet pre-established performance targets.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of February 6, 2009.