PEPSICO INC — Director's Dealing 2004

Feb 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-02-23

Reporting Person: MOORE MARGARET D (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-23	PepsiCo, Inc. Common Stock	M	14788.00	$27.38	Acquired	62009.80	Direct
2004-02-23	PepsiCo, Inc. Common Stock	S	14788.00	$52.01	Disposed	47221.80	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	Employee Stock Option (right to buy)	$27.38	M	14788.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (14788.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	690.44	Indirect
PepsiCo, Inc. Common Stock	698.21	Indirect

Footnotes

F1: There is no price for this derivative security.