PEPSICO INC — Director's Dealing 2010

Nov 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-11-17

Reporting Person: Compton John C (CEO, PepsiCo Americas Foods)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-17	PepsiCo, Inc. Common Stock	F	14442	$63.98	Disposed	203133	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	8085.0452	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 as of November 17, 2010.