PEPSICO INC — Director's Dealing 2005

Oct 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-10-01

Reporting Person: Ibarguen Alberto (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-01	PepsiCo, Inc. Common Stock	A	1000	$0.00	Acquired	1000	Direct
2005-10-01	PepsiCo, Inc. Common Stock	A	881	$0.00	Acquired	1881	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
2005-10-03	Phantom Stock Units	$	A	1769.6	Acquired		PepsiCo, Inc. Common Stock (1769.6)	Direct

Footnotes

F1: Shares of PepsiCo, Inc. common stock acquired upon becoming a director.

F2: 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.

F3: There is no price for this derivative security.

F4: These phantom units are held under the issuer's deferred compensation plan and are equivalent to shares of PepsiCo Common Stock on a one-for-one basis.

F5: This security is payable in one lump sum on January 1, 2009.