PEPSICO INC — Director's Dealing 2004

Nov 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-11-04

Reporting Person: MCKENNA MATTHEW M (SVP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-04	PepsiCo, Inc. Common Stock	M	6500.00	$36.50	Acquired	19622.00	Direct
2004-11-04	PepsiCo, Inc. Common Stock	S	6500.00	$50.20	Disposed	13122.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-04	Employee Stock Option (right to buy)	$36.50	M	6500.00	Disposed	2008-01-31	PepsiCo, Inc. Common Stock (6500.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1375.00	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 11/04/2004.

F2: There is no price for this derivative security.