PEPSICO INC — Director's Dealing 2009

Feb 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2009-01-30

Reporting Person: WHITE MICHAEL D (Director, Chairman and CEO, PepsiCo Intl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-30	PepsiCo, Inc. Common Stock	F	43226	$50.93	Disposed	278666	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4786.161	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. The restricted stock units were granted in 2004 with a five-year cliff vesting provision for retention purposes.

F2: Reflects number of shares held under the reporting person's account in The PepsiCo 401(k) Plan for Salaried Employees as of January 30, 2009.