PEPSICO INC — Director's Dealing 2010

Oct 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-10-12

Reporting Person: Goodman Richard (EVP PepsiCo Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-12	PepsiCo, Inc. Common Stock	M	20000	$50.00	Acquired	87625	Direct
2010-10-12	PepsiCo, Inc. Common Stock	S	20000	$65.6449	Disposed	67625	Direct
2010-10-13	PepsiCo, Inc. Common Stock	M	10000	$50.00	Acquired	77625	Direct
2010-10-13	PepsiCo, Inc. Common Stock	S	10000	$66.7304	Disposed	67625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-12	Employee Stock Option (right to buy)	$50.00	M	20000	Disposed	2012-01-31	PepsiCo, Inc. Common Stock (20000)	Direct
2010-10-13	Employee Stock Option (right to buy)	$50.00	M	10000	Disposed	2012-01-31	PepsiCo, Inc. Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	341.5524	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $65.64 and $65.6450 to cover option costs, taxes and broker commissions. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F2: The shares with respect to this transaction were sold at prices ranging from $66.73 and $66.74 to cover option costs, taxes and broker commissions. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of October 12, 2010.