PEPSICO INC — Director's Dealing 2005

Oct 25, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-10-21

Reporting Person: Compton John C (Pres & CEO of QTG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-21	PepsiCo, Inc. Common Stock	M	6347	$36.53	Acquired	39614	Direct
2005-10-21	PepsiCo, Inc. Common Stock	S	5000	$57.46	Disposed	34614	Direct
2005-10-21	PepsiCo, Inc. Common Stock	M	497	$36.53	Acquired	35111	Direct
2005-10-21	PepsiCo, Inc. Common Stock	S	391	$57.50	Disposed	34720	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-21	Employee Stock Option (right to buy)	$36.53	M	6844	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (6844)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	5336.05	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 10/20/2005.

F2: There is no price for this derivative security.