PEPSICO INC - Director's Dealing 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-02-13

Reporting Person: BRIDGMAN PETER A (SVP and Controller)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-13	PepsiCo, Inc. Common Stock	M	1022.00	$14.28	Acquired	19178.84	Direct
2004-02-13	PepsiCo, Inc. Common Stock	S	616.00	$50.60	Disposed	18562.84	Direct
2004-02-13	PepsiCo, Inc. Common Stock	M	1012.00	$21.37	Acquired	19574.84	Direct
2004-02-13	PepsiCo, Inc. Common Stock	S	687.00	$50.60	Disposed	18887.84	Direct
2004-02-13	PepsiCo, Inc. Common Stock	M	25000.00	$27.38	Acquired	43887.84	Direct
2004-02-13	PepsiCo, Inc. Common Stock	S	17700.00	$50.55	Disposed	26187.84	Direct
2004-02-13	PepsiCo, Inc. Common Stock	S	2572.00	$50.61	Disposed	23615.84	Direct
2004-02-13	PepsiCo, Inc. Common Stock	S	1797.00	$50.60	Disposed	21818.84	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-13	Employee Stock Option (right to buy)	$14.28	M	1022.00	Disposed	2004-06-30	PepsiCo, Inc. Common Stock (1022.00)	Direct
2004-02-13	Employee Stock Option (right to buy)	$21.37	M	1012.00	Disposed	2005-06-30	PepsiCo, Inc. Common Stock (1012.00)	Direct
2004-02-13	Employee Stock Option (right to buy)	$27.38	M	25000.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (25000.00)	Direct

F1: Twenty percent of these options became exercisable each year after the grant date in 1994.

F2: There is no price for this derivative security.

F3: These options became exercisable in twenty percent increments each on 7/1/96, 7/1/97, 2/1/98, 2/1/99 and 3/30/99.