PEPSICO INC — Director's Dealing 2004

Apr 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-04-01

Reporting Person: ALLEN ROBERT E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Phantom Stock Units	$	A	38.75	Acquired		PepsiCo, Inc. Common Stock (38.75)	Direct
2004-04-01	Phantom Stock Units	$	A	69.66	Acquired	2005-04-01	PepsiCo, Inc. Common Stock (69.66)	Direct
2004-04-01	Phantom Stock Units	$	I	4710.73	Disposed	2005-04-01	PepsiCo, Inc. Common Stock (4710.73)	Direct
2004-04-01	Phantom Stock Units	$	A	55.24	Acquired	2005-04-01	PepsiCo, Inc. Common Stock (55.24)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	8749.00	Direct

Footnotes

F1: 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.

F2: Acquired on various dates between October 2, 2003 and April 1, 2004 pursuant to PepsiCo's deferred compensation plan, at prices r
anging from $46.62 to $53.85.

F3: This security is payable upon the reporting person's retirement.

F4: Payable in 5 installments between 2001 and 2005.

F5: These phantom units were paid in cash to the reporting person on April 1, 2004.