PEPSICO INC — Director's Dealing 2005

Sep 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-09-01

Reporting Person: ROSENFELD IRENE B (Chairman and CEO, Frito-Lay)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-01	PepsiCo, Inc. Common Stock	F	6605	$54.93	Disposed	32002	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	161	Indirect
PepsiCo, Inc. Common Stock	4	Indirect

Footnotes

F1: Payment of tax liability due upon vesting of restricted stock units by witholding securities.