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: NOOYI INDRA K (Director, President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-11	PepsiCo, Inc. Common Stock	M	990.00	$21.37	Acquired	154481.00	Direct
2004-02-11	PepsiCo, Inc. Common Stock	S	672.00	$51.01	Disposed	153809.00	Direct
2004-02-11	PepsiCo, Inc. Common Stock	M	116878.00	$27.38	Acquired	270687.00	Direct
2004-02-11	PepsiCo, Inc. Common Stock	S	105538.00	$51.01	Disposed	165149.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-11	Employee Stock Option (right to buy)	$21.37	M	990.00	Disposed	2005-06-30	PepsiCo, Inc. Common Stock (990.00)	Direct
2004-02-11	Employee Stock Option (right to buy)	$27.38	M	116878.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (116878.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1763.44	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: These securities were previously reported on Form 5 filed on February 8, 1996 as covering 460 shares. The number of shares was adjusted to reflect the stock split on May 29, 1996 and a corporate spin-off on October 10, 1997.

F3: Twenty percent of these options became exercisable each year after the grant date in 1995.

F4: There is no price for this derivative security.

F5: These securities were previously reported on Form 5 filed on February 7, 1997 as covering 108,592 shares. The number of shares w
as adjusted to reflect a corporate spin-off on October 10, 1997.