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: ROCKEFELLER SHARON PERCY (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	47359	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

Footnotes

F1: This number reflects restricted stock units granted to the reporting person as a portion of her 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.