PEPSICO INC — Director's Dealing 2010

Aug 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-07-30

Reporting Person: Abdalla Zein (CEO PepsiCo Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-30	PepsiCo, Inc. Common Stock	M	39844	$43.50	Acquired	109172	Direct
2010-07-30	PepsiCo, Inc. Common Stock	S	39594	$64.8414	Disposed	69578	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-30	Employee Stock Option (right to buy)	$43.50	M	39844	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (39844)	Direct

Footnotes

F1: This number reflects an increase of 156 shares of PepsiCo, Inc. Common Stock due to an adjustment in the income tax withholding made upon vesting of restricted stock units reported on February 3, 2010.

F2: The shares with respect to this transaction were sold at prices ranging from $64.6835 and $64.9450 to cover option costs, taxes and broker commissions. The net shares continue to be held in furtherance of PepsiCo's Sock Ownership Guidelines. 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.