PEPSICO INC — Director's Dealing 2005

Jul 27, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-07-22

Reporting Person: DUBLON DINA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-22	PepsiCo, Inc. Common Stock	A	1000	$0.00	Acquired	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-22	Employee Stock Option (right to buy)	$54.75	A	1370	Acquired	2015-07-21	PepsiCo, Inc. Common Stock (1370)	Direct
2005-07-22	Phantom Stock Units	$	A	456	Acquired		PepsiCo, Inc. Common Stock (456)	Direct

Footnotes

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

F2: There is no price for this derivative security.

F3: 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.

F4: This security is payable upon the date the reporting person's tenure ends.