PEPSICO INC — Director's Dealing 2003

Oct 3, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2003-10-01

Reporting Person: MARTINEZ ARTHUR C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-30	Phantom Stock Units	$	A	131.63	Acquired		PepsiCo, Inc. Common Stock (131.63)	Direct
2003-10-01	Phantom Stock Units	$	A	2181.98	Acquired		PepsiCo, Inc. Common Stock (2181.98)	Direct
2003-10-01	Stock Option Grant (right to buy)	$46.50	A	6452.00	Acquired	2013-09-30	PepsiCo, Inc. Common Stock (6452.00)	Direct

Footnotes

F1: These phantom units convert to shares of PepsiCo Common Stock on a one-for-one basis.

F2: Acquired on various dates between January 2, 2003 and September 30, 2003 pursuant to PepsiCo's deferred compensation plan, at pri
ces ranging from $40.00 to $45.83.

F3: This security is exercisable upon the reporting person's retirement.

F4: There is no price for this derivative security.