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: HUNT RAY L (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	105.83	Acquired		PepsiCo, Inc. Common Stock (105.83)	Direct
2004-10-01	Phantom Stock Units	$	A	2055.50	Acquired		PepsiCo, Inc. Common Stock (2055.50)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	24500.00	Direct
PepsiCo, Inc. Common Stock	26700.00	Indirect
PepsiCo, Inc. Common Stock	152500.00	Indirect
PepsiCo, Inc. Common Stock	46896.00	Indirect
PepsiCo, Inc. Common Stock	183916.00	Indirect
PepsiCo, Inc. Common Stock	31474.00	Indirect

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 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.