PEPSICO INC — Director's Dealing 2005

Nov 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-10-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-28	PepsiCo, Inc. Common Stock	M	31428	$36.50	Acquired	91438.04	Direct
2005-10-28	PepsiCo, Inc. Common Stock	S	25352	$58.54	Disposed	66086.04	Direct
2005-10-28	PepsiCo, Inc. Common Stock	M	953	$32.98	Acquired	67039.04	Direct
2005-10-28	PepsiCo, Inc. Common Stock	S	755	—	Disposed	66284.04	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-28	Employee Stock Option (right to buy)	$32.98	M	953	Disposed	2006-06-30	PepsiCo, Inc. Common Stock (953)	Direct
2005-10-28	Employee Stock Option (right to buy)	$36.50	M	31428	Disposed	2008-01-31	PepsiCo, Inc. Common Stock (31428)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	224.93	Indirect
PepsiCo, Inc. Common Stock	701.8	Indirect
PepsiCo, Inc. Common Stock	709.7	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $58.54 to $58.60.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 10/28/2005.

F3: There is no price for this derivative security.