PEPSICO INC — Director's Dealing 2004

Nov 30, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-11-22

Reporting Person: THOMPSON LARRY D (SVP Gov Affairs GC and Secy)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	5779.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$49.75	2014-01-31	PepsiCo, Inc. Common Stock (23116.00)		Direct

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person under the Company's current compensation program in connection with his becoming an exeuctive officer of the Company. Restricted stock units are calculated on a one unit for one share basis. The number of restricted stock units the reporting person actually receives may be lower than this number if pre-established performance targets are not achieved.