Sec Form 4 Filing - ROSENFELD IRENE B @ PEPSICO INC - 2006-02-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROSENFELD IRENE B 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) Chairman and CEO, Frito-Lay (Last) (First) (Middle) 7701 LEGACY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2006 (Street) PLANO, TX75024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 101,336 ( 1 ) A $ 0 133,338 D PepsiCo, Inc. Common Stock 183 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 58,326 02/01/2009 01/31/2016 PepsiCo, Inc. Common Stock 58,326 ( 3 ) 58,326 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSENFELD IRENE B 7701 LEGACY DRIVE PLANO, TX75024 Chairman and CEO, Frito-Lay Signatures /s/ Thomas H. Tamoney, Jr., Atty-in-Fact 02/07/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This number reflects the number of restricted stock units granted to the reporting person as a portion of her compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to 14,379 of these restricted stock units is contingent upon the achievement of pre-established performance targets over a three year period and board approval. Of the remaining 86,957 restricted stock units 40% vest on February 3, 2011 and 60% vest on February 3, 2013. These restricted stock units are not subject to the achievement of performance criteria. ( 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.

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).

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