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: 2010-05-03

Reporting Person: BRIDGMAN PETER A (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-03	PepsiCo, Inc. Common Stock	M	20401	$43.50	Acquired	49095.06	Direct
2010-05-03	PepsiCo, Inc. Common Stock	S	20401	$65.4028	Disposed	28694.06	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-03	Employee Stock Option (right to buy)	$43.50	M	20401	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (20401)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	474.9661	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $65.34 and $65.46. 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 3, 2010.