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: 2004-10-01

Reporting Person: THOMAS FRANKLIN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-01	PepsiCo, Inc. Common Stock	A	754.00	—	Acquired	3367.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-30	Phantom Stock Units	$	A	103.50	Acquired	2010-01-01	PepsiCo, Inc. Common Stock (103.50)	Direct
2004-10-01	Employee Stock Option (right to buy)	$49.75	A	3015.00	Acquired	2014-09-30	PepsiCo, Inc. Common Stock (3015.00)	Direct
2004-09-30	Phantom Stock Units	$	A	92.81	Acquired		PepsiCo, Inc. Common Stock (92.81)	Direct

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person pursuant to his election to receive a portion of his compensation for serving as a director of PepsiCo, Inc. in restricted stock units. Restricted stock units are calculated on a one unit for one share basis.

F2: These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one
-for-one basis.

F3: Acquired on various dates between January 1, 2004 and September 30, 2004 pursuant to PepsiCo's deferred compensation plan, at pri
ces ranging from $46.62 to $53.88.

F4: Payable in 5 installments between 2006 and 2010.

F5: There is no price for this derivative security.

F6: This security is payable upon the reporting person's retirement.