PEPSICO INC — Director's Dealing 2010

Feb 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-02-01

Reporting Person: d'Amore Massimo (CEO PepsiCo Americas Beverages)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	PepsiCo, Inc. Common Stock	F	4750	$60.14	Disposed	80123	Direct

Footnotes

F1: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.

F2: The figure represents the number of shares beneficially owned by Mr. D'Amore as of the filing date. This figure has been adjusted to reflect the fact that the Form 4 filed on February 10, 2009 and subsequent Form 4s understated his balance of beneficially owned shares by 55,472 shares.