PEPSICO INC — Director's Dealing 2010

May 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-05-10

Reporting Person: Goodman Richard (EVP PepsiCo Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-10	PepsiCo, Inc. Common Stock	M	25000	$43.50	Acquired	92625	Direct
2010-05-10	PepsiCo, Inc. Common Stock	S	25000	$66.0151	Disposed	67625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-10	Employee Stock Option (right to buy)	$43.50	M	25000	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	336.6425	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $65.97 and $66.08. 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: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of May 10, 2010.