PEPSICO INC — Director's Dealing 2005

Apr 20, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-04-18

Reporting Person: REINEMUND STEVEN (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-18	PepsiCo, Inc. Common Stock	M	146849	$36.50	Acquired	428816	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	8300	$54.25	Disposed	420516	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	23649	$54.40	Disposed	396867	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	600	$54.38	Disposed	396267	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	700	$54.36	Disposed	395567	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	11000	$54.35	Disposed	384567	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	15800	$54.34	Disposed	368767	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	15500	$54.33	Disposed	353267	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	8500	$54.32	Disposed	344767	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	10500	$54.31	Disposed	334267	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	20600	$54.30	Disposed	313667	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	200	$54.28	Disposed	313467	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	2300	$54.27	Disposed	311167	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	1100	$54.26	Disposed	310067	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	4200	$54.24	Disposed	305867	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	800	$54.22	Disposed	305067	Direct
2005-04-18	PepsiCo, Inc. Common Stock	S	23100	$54.23	Disposed	281967	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-18	Employee Stock Option (right to buy)	$36.50	M	146849	Disposed	2008-01-31	PepsiCo, Inc. Common Stock (146849)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7051	Indirect
PepsiCo, Inc. Common Stock	1340	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 04/18/2005.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: There is no price for this derivative security.