PEPSICO INC — Director's Dealing 2004

Apr 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-04-23

Reporting Person: RODKIN GARY M (President and CEO, PBFNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-23	PepsiCo, Inc. Common Stock	M	59000.00	$32.25	Acquired	73577.00	Direct
2004-04-23	PepsiCo, Inc. Common Stock	S	59000.00	$54.95	Disposed	14577.00	Direct
2004-04-23	PepsiCo, Inc. Common Stock	M	900.00	$32.25	Acquired	15477.00	Direct
2004-04-23	PepsiCo, Inc. Common Stock	S	900.00	$54.97	Disposed	14577.00	Direct
2004-04-23	PepsiCo, Inc. Common Stock	M	100.00	$32.25	Acquired	14677.00	Direct
2004-04-23	PepsiCo, Inc. Common Stock	S	100.00	$54.99	Disposed	14577.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-23	Employee Stock Option (right to buy)	$32.25	M	60000.00	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (60000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	3840.00	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 04/23/2004.

F2: There is no price for this derivative security.