View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NOWELL LIONEL L III
(Last) (First) (Middle)
700 ANDERSON HILL ROAD
(Street)
PURCHASE NY 10577
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
PepsiCo, Inc. Common Stock 02/03/2006 A 11,304(1) A $0.00 43,826 D
PepsiCo, Inc. Common Stock 10,933.57(2) I by 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $57.5 02/03/2006 A 360 02/01/2009 01/31/2016 PepsiCo, Inc. Common Stock 360 (3) 360 D
Explanation of Responses:
1. This number reflects restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis and vest three years from the grant date.
2. Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/03/2006.
3. There is no price for this derivative security.
Remarks:
/s/ Thomas H. Tamoney, Jr., Atty-in-Fact 02/07/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 POWER OF ATTORNEY



	Know all by these presents, that the

undersigned hereby constitutes and appoints each of Larry D. Thompson,

Robert E. Cox and Thomas H. Tamoney, Jr., signing singly, the
undersigned's
true and lawful attorney-in-fact to:

	(1)	execute
for and on behalf of
the undersigned, in the undersigned's capacity as an
Executive Officer of
PepsiCo, Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section
16(a) of the Securities Exchange Act of 1934 and
the rules thereunder;


	(2)	do and perform any and all acts for and
on behalf of the undersigned
which may be necessary or desirable to
complete and execute any such Form
3, 4 or 5 and timely file such form
with the United States Securities and
Exchange Commission and any stock
exchange or similar authority; and


	(3)	take any other action of
any type whatsoever in connection with the
foregoing which, in the
opinion of such attorney-in-fact, may be of benefit
to, in the best
interest of, or legally required by, the undersigned, it
being understood
that the documents executed by such attorney-in-fact on
behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and
shall contain such terms and conditions as such
attorney-in-fact may
approve in such attorney-in-fact's discretion.


	The undersigned
hereby grants to each such attorney-in-fact full power
and authority to
do and perform any and every act and thing whatsoever
requisite,
necessary, or proper to be done in the exercise of any of the
rights and
powers herein granted, as fully to all intents and purposes as
the
undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-facts substitute or substitutes,

shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming, nor is the Company
assuming,
any of the undersigned's responsibilities to comply with
Section 16 of the
Securities Exchange Act of 1934.

	This Power of
Attorney shall remain
in full force and effect until the undersigned is
no longer required to
file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and
transactions in securities issued by the
Company, unless earlier revoked by
the undersigned in a signed writing
delivered to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF,
the undersigned has caused
this Power of Attorney to be executed as of
this 20th day of January, 2006.






			/s/Lionel L. Nowell III