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: NOWELL LIONEL L III (SVP and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-30	PepsiCo, Inc. Common Stock	F	3837	$50.93	Disposed	28742	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	12601.4054	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: 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.