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: AKERS JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-01	PepsiCo, Inc. Common Stock	A	1508.00	—	Acquired	28132.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-30	Phantom Stock Units	$	A	37.11	Acquired	2005-07-01	PepsiCo, Inc. Common Stock (37.11)	Direct
2004-09-30	Phantom Stock Units	$	A	14.27	Acquired		PepsiCo, Inc. Common Stock (14.27)	Direct
2004-09-30	Phantom Stock Units	$	A	29.11	Acquired	2005-07-01	PepsiCo, Inc. Common Stock (29.11)	Direct
2004-09-30	Phantom Stock Units	$	A	6.86	Acquired	2005-07-01	PepsiCo, Inc. Common Stock (6.86)	Direct
2004-10-01	Phantom Stock Units	$	A	2261.05	Acquired		PepsiCo, Inc. Common Stock (2261.05)	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: This security is payable upon the reporting person's retirement.

F5: The amounts reflected in column 9 are part of a single account. Therefore, the 4,675.49 includes the 2,414.44.