PEPSICO INC — Director's Dealing 2005

Oct 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-10-12

Reporting Person: MCKENNA MATTHEW M (SVP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-12	PepsiCo, Inc. Common Stock	M	17800	$36.50	Acquired	49062	Direct
2005-10-12	PepsiCo, Inc. Common Stock	S	17800	—	Disposed	31262	Direct
2005-10-13	PepsiCo, Inc. Common Stock	M	18369	$36.50	Acquired	49631	Direct
2005-10-13	PepsiCo, Inc. Common Stock	S	14810	—	Disposed	34821	Direct
2005-10-13	PepsiCo, Inc. Common Stock	M	21074	$38.50	Acquired	55895	Direct
2005-10-13	PepsiCo, Inc. Common Stock	S	17393	—	Disposed	38502	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-12	Employee Stock Option (right to buy)	$36.50	M	17800	Disposed	2008-01-31	PepsiCo, Inc. Common Stock (17800)	Direct
2005-10-13	Employee Stock Option (right to buy)	$36.50	M	18369	Disposed	2008-01-31	PepsiCo, Inc. Common Stock (18369)	Direct
2005-10-13	Employee Stock Option (right to buy)	$38.50	M	21074	Disposed	2009-01-31	PepsiCo, Inc. Common Stock (21074)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1853	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $57.60 to $57.65.

F2: The shares with respect to this transaction were sold at prices ranging from $57.55 to $57.56.

F3: The shares with respect to this transaction were sold at prices ranging from $57.55 to $57.62.

F4: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 10/13/2005.

F5: There is no price for this derivative security.