PEPSICO INC — Director's Dealing 2005

Feb 10, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-02-08

Reporting Person: MOORE MARGARET D (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-08	PepsiCo, Inc. Common Stock	M	40000.00	$27.38	Acquired	100010.04	Direct
2005-02-08	PepsiCo, Inc. Common Stock	S	40000.00	$55.00	Disposed	60010.04	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-08	Employee Stock Option (right to buy)	$27.38	M	40000.00	Disposed	2006-01-25	PepsiCo, Inc. Common Stock (40000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	128.00	Indirect
PepsiCo, Inc. Common Stock	701.80	Indirect
PepsiCo, Inc. Common Stock	709.70	Indirect

Footnotes

F1: Reflects the number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/08/2005.

F2: There is no price for this derivative security.