PEPSICO INC — Director's Dealing 2004

Apr 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-04-27

Reporting Person: WHITE MICHAEL D (Chairman and CEO, PepsiCo Intl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-27	PepsiCo, Inc. Common Stock	M	2512.00	$14.28	Acquired	161190.00	Direct
2004-04-27	PepsiCo, Inc. Common Stock	S	2512.00	$54.68	Disposed	158678.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-27	Employee Stock Option (right to buy)	$14.28	M	2512.00	Disposed	2004-06-30	PepsiCo, Inc. Common Stock (2512.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4031.00	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 04/27/2004.

F2: There is no price for this derivative security.