PEPSICO INC — Director's Dealing 2009

Feb 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2009-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-06	PepsiCo, Inc. Common Stock	A	12264	$0.00	Acquired	41006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-06	Employee Stock Option (right to buy)	$53.00	A	391	Acquired	2019-01-31	PepsiCo, Inc. Common Stock (391)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	12587.645	Indirect

Footnotes

F1: This number represents the restricted stock units ("RSUs") granted to the reporting person as a portion of his compensation from PepsiCo, Inc. Contingent on the reporting person's continued employment, these RSUs vest three years from the grant date. Each RSU represents the right to receive one share of PepsiCo Common Stock.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of February 6, 2009.