PEPSICO INC — Director's Dealing 2005

Apr 25, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-04-21

Reporting Person: HUDSON DAWN E (Pres & CEO, PCNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-21	PepsiCo, Inc. Common Stock	S	18000	—	Disposed	4635	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	27142	Direct

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from 54.27 to 54.49.

F2: This number reflects restricted stock units granted to the reporting person as a portion of her compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to these restricted stock units is contingent upon the achievement of pre-established performance targets.