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PEPSICO INC Director's Dealing 2004

Feb 26, 2004

29792_dirs_2004-02-26_4262268c-3786-43a4-8c80-1f6a9b8afd6d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-02-24

Reporting Person: NOOYI INDRA K (Director, President and CFO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-02-24 Phantom Stock Units $ I 19193.86 Disposed PepsiCo, Inc. Common Stock (19193.86) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 165149.00 Direct
PepsiCo, Inc. Common Stock 1811.00 Indirect

Footnotes

F1: On August 2, 2001, PepsiCo changed the designation of its Capital Stock to PepsiCo, Inc. Common Stock.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/24/2004.

F3: 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.

F4: This security is exercisable immediately.

F5: The phantom stock units are to be settled upon the earlier of the reporting person's termination, disability or retirement.