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: NOOYI INDRA K (Director, President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-23	PepsiCo, Inc. Common Stock	S	906.00	$55.05	Disposed	164243.00	Direct
2004-04-23	PepsiCo, Inc. Common Stock	S	1300.00	$55.03	Disposed	162943.00	Direct
2004-04-23	PepsiCo, Inc. Common Stock	S	23600.00	$55.00	Disposed	139343.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1872.00	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.