PEPSICO INC — Director's Dealing 2004

Oct 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-10-04

Reporting Person: REINEMUND STEVEN (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-04	PepsiCo, Inc. Common Stock	M	350632.00	$27.38	Acquired	540905.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	154972.00	$50.50	Disposed	385933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	25000.00	$50.48	Disposed	360933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	5000.00	$50.25	Disposed	355933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	5000.00	$50.16	Disposed	350933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	2500.00	$50.05	Disposed	348433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	800.00	$50.03	Disposed	347633.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	1700.00	$50.02	Disposed	345933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	2500.00	$50.01	Disposed	343433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	7500.00	$50.00	Disposed	335933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	12500.00	$49.98	Disposed	323433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	4500.00	$49.97	Disposed	318933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	3000.00	$49.96	Disposed	315933.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	26500.00	$49.95	Disposed	289433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	2000.00	$49.94	Disposed	287433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	3200.00	$49.93	Disposed	284233.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	2000.00	$49.92	Disposed	282233.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	500.00	$49.91	Disposed	281733.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	35400.00	$49.90	Disposed	246333.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	3200.00	$49.89	Disposed	243133.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	1700.00	$49.88	Disposed	241433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	10000.00	$49.87	Disposed	231433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	15000.00	$49.85	Disposed	216433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	10000.00	$49.84	Disposed	206433.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	16160.00	$49.82	Disposed	190273.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	M	4340.00	$21.36	Acquired	194613.00	Direct
2004-10-04	PepsiCo, Inc. Common Stock	S	4340.00	$49.82	Disposed	190273.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-04	Employee Stock Option (right to buy)	$21.36	M	4340.00	Disposed	2005-06-30	PepsiCo, Inc. Common Stock (4340.00)	Direct
2004-10-04	Employee Stock Option (right to buy)	$27.38	M	350632.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (350632.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	6553.00	Indirect
PepsiCo, Inc. Common Stock	1340.00	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 10/04/2004.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: These securities were previously reported on Form 3 filed on April 1, 1996 as covering 2,016 shares. The number of shares was ad
justed to reflect the stock split on May 29, 1996 and a corporate spin-off on October 10, 1997.

F4: Twenty percent of these options became exercisable each year after the grant date in 1995.

F5: There is no price for this derivative security.

F6: These securities were previously reported on Form 3 filed on April 1, 1996 as covering 162,888 shares. The number of shares was
adjusted to reflect the stock split on May 29, 1996 and a corporate spin-off on October 10, 1997.