PEPSICO INC — Director's Dealing 2004

Feb 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-02-11

Reporting Person: MCKENNA MATTHEW M (SVP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-11	PepsiCo, Inc. Common Stock	M	1057.00	$32.98	Acquired	14179.00	Direct
2004-02-11	PepsiCo, Inc. Common Stock	S	1057.00	$50.92	Disposed	13122.00	Direct
2004-02-11	PepsiCo, Inc. Common Stock	M	33063.00	$27.38	Acquired	46185.00	Direct
2004-02-11	PepsiCo, Inc. Common Stock	S	33063.00	$50.92	Disposed	13122.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-11	Employee Stock Option (right to buy)	$27.38	M	33063.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (33063.00)	Direct
2004-02-11	Employee Stock Option (right to buy)	$32.98	M	1057.00	Disposed	2006-06-30	PepsiCo, Inc. Common Stock (1057.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1029.17	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/11/2004.

F2: There is no price for this derivative security.

F3: Twenty percent of these options vested each year after the grant date in 1996.