PEPSICO INC — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-02-11

Reporting Person: BRIDGMAN PETER A (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-11	PepsiCo, Inc. Common Stock	M	15176.00	$27.38	Acquired	49139.43	Direct
2005-02-11	PepsiCo, Inc. Common Stock	S	15154.00	$55.00	Disposed	33985.43	Direct
2005-02-11	PepsiCo, Inc. Common Stock	S	16.00	$55.37	Disposed	33969.43	Direct
2005-02-11	PepsiCo, Inc. Common Stock	M	718.00	$32.98	Acquired	34687.43	Direct
2005-02-11	PepsiCo, Inc. Common Stock	S	548.00	$55.00	Disposed	34139.43	Direct
2005-02-11	PepsiCo, Inc. Common Stock	S	170.00	$55.37	Disposed	33969.43	Direct
2005-02-11	PepsiCo, Inc. Common Stock	M	9076.00	$30.31	Acquired	43045.43	Direct
2005-02-11	PepsiCo, Inc. Common Stock	S	6438.00	$55.00	Disposed	36607.43	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-11	Employee Stock Option (right to buy)	$27.38	M	15176.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (15176.00)	Direct
2005-02-11	Employee Stock Option (right to buy)	$32.98	M	718.00	Disposed	2006-06-30	PepsiCo, Inc. Common Stock (718.00)	Direct
2005-02-11	Employee Stock Option (right to buy)	$30.31	M	9076.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (9076.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	93.00	Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/11/2005.

F2: There is no price for this derivative security.