PEPSICO INC — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-04-30

Reporting Person: Carey Albert P (President and CEO Frito-Lay)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	PepsiCo, Inc. Common Stock	S	7224	$65.38	Disposed	144467	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	87.8687	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of April 30, 2010.