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: ALLEN ROBERT E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-01	Employee Stock Option (right to buy)	$49.75	A	6030.00	Acquired	2014-09-30	PepsiCo, Inc. Common Stock (6030.00)	Direct
2004-09-30	Phantom Stock Units	$	A	26.40	Acquired		PepsiCo, Inc. Common Stock (26.40)	Direct
2004-09-30	Phantom Stock Units	$	A	28.49	Acquired	2005-04-01	PepsiCo, Inc. Common Stock (28.49)	Direct
2004-09-30	Phantom Stock Units	$	A	37.61	Acquired	2007-01-01	PepsiCo, Inc. Common Stock (37.61)	Direct
2004-10-01	Phantom Stock Units	$	A	2261.05	Acquired		PepsiCo, Inc. Common Stock (2261.05)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	8749.00	Direct

Footnotes

F1: There is no price for this derivative security.

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 April 2, 2004 and September 30, 2004 pursuant to PepsiCo's deferred compensation plan, at price
s ranging from $53.85 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 6,665.65 includes the 4,404.60.

F6: Payable in 5 installments between 2001 and 2005.