PEPSICO INC — Director's Dealing 2005

Oct 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-10-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-03	PepsiCo, Inc. Common Stock	M	1339	$32.98	Acquired	159910	Direct
2005-10-03	PepsiCo, Inc. Common Stock	S	1339	$56.98	Disposed	158571	Direct
2005-10-03	PepsiCo, Inc. Common Stock	M	56443	$36.50	Acquired	215014	Direct
2005-10-03	PepsiCo, Inc. Common Stock	S	56443	—	Disposed	158571	Direct
2005-10-03	PepsiCo, Inc. Common Stock	M	57065	$38.50	Acquired	215636	Direct
2005-10-03	PepsiCo, Inc. Common Stock	S	57065	—	Disposed	158571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-03	Employee Stock Option (right to buy)	$32.98	M	1339	Disposed	2006-06-30	PepsiCo, Inc. Common Stock (1339)	Direct
2005-10-03	Employee Stock Option (right to buy)	$36.50	M	56443	Disposed	2008-01-31	PepsiCo, Inc. Common Stock (56443)	Direct
2005-10-03	Employee Stock Option (right to buy)	$38.50	M	57065	Disposed	2009-01-31	PepsiCo, Inc. Common Stock (57065)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	2283	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $56.79 to $56.98.

F2: The shares with respect to this transaction were sold at prices ranging from $56.66 to $56.79.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 10/04/2005.

F4: There is no price for this derivative security.