PEPSICO INC — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-01	PepsiCo, Inc. Common Stock	A	127685.00	—	Acquired	153491.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-01	Employee Stock Option (right to buy)	$47.25	A	88444.00	Acquired	2014-01-31	PepsiCo, Inc. Common Stock (88444.00)	Direct
2004-02-01	Phantom Stock Units	$	A	1027.43	Acquired		PepsiCo, Inc. Common Stock (1027.43)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1602.00	Indirect

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of her compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to 21,865 of these restricted stock units is contingent upon the achievement of pre-established performance targets.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 12/31/03.

F3: There is no price for this derivative security.

F4: These phantom units convert to shares of PepsiCo Common Stock on a one-for-one basis.

F5: This amount relates to dividends credited to the reporting persons phantom stock account on various dates between January 3, 2003 and February 1, 2004 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $40.00 to $46.46.

F6: This security is exercisable immediately.

F7: The phantom units are to be settled on various dates based upon the retirement, termination or disability of the reporting person
.