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: SCHIRO JAMES J (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
2004-10-01	Phantom Stock Units	$	A	2055.50	Acquired	2010-01-01	PepsiCo, Inc. Common Stock (2055.50)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	2085.00	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.