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: 2005-10-01

Reporting Person: MARTINEZ ARTHUR C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-01	PepsiCo, Inc. Common Stock	A	881	$0.00	Acquired	4389	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-01	Employee Stock Option (right to buy)	$56.75	A	3524	Acquired	2015-09-30	PepsiCo, Inc. Common Stock (3524)	Direct
2005-09-30	Phantom Stock Units	$	A	245.89	Acquired		PepsiCo, Inc. Common Stock (245.89)	Direct
2005-10-03	Phantom Stock Units	$	A	2123.52	Acquired		PepsiCo, Inc. Common Stock (2123.52)	Direct

Footnotes

F1: This number reflects restricted stock units granted to the reporting person as a portion of his compensation for serving as a director of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. These restricted stock units are subject to a three-year vesting period.

F2: There is no price for this derivative security.

F3: These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F4: Acquired on various dates between October 2, 2004 and September 30, 2005 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $53.03 to $56.71.

F5: This security is payable upon the end of the reporting person's tenure on the Board of Directors.