PEPSICO INC — Director's Dealing 2005

Feb 15, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: NOWELL LIONEL L III (SVP and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-11	PepsiCo, Inc. Common Stock	M	45900.00	$32.25	Acquired	78422.00	Direct
2005-02-11	PepsiCo, Inc. Common Stock	S	45900.00	$55.50	Disposed	32522.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-11	Employee Stock Option (right to buy)	$32.25	M	45900.00	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (45900.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	69.00	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.