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PEPSICO INC Director's Dealing 2005

Feb 9, 2005

29792_dirs_2005-02-09_9638465e-2044-4ca9-a0f2-b370fffbd927.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-02-07

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-02-07 PepsiCo, Inc. Common Stock M 114639.00 $29.44 Acquired 396606.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 1500.00 $54.96 Disposed 395106.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 1500.00 $54.95 Disposed 393606.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 7700.00 $54.94 Disposed 385906.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 600.00 $54.93 Disposed 385306.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 68835.00 $54.90 Disposed 316471.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 800.00 $54.85 Disposed 315671.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 1900.00 $54.84 Disposed 313771.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 400.00 $54.83 Disposed 313371.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 100.00 $54.82 Disposed 313271.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 600.00 $54.81 Disposed 312671.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 18900.00 $54.80 Disposed 293771.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 3900.00 $54.79 Disposed 289871.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 1200.00 $54.77 Disposed 288671.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 6704.00 $54.76 Disposed 281967.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock M 3296.00 $32.98 Acquired 285263.00 Direct
2005-02-07 PepsiCo, Inc. Common Stock S 3296.00 $54.76 Disposed 281967.00 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-02-07 Employee Stock Option (right to buy) $32.98 M 3296.00 Disposed 2006-06-30 PepsiCo, Inc. Common Stock (3296.00) Direct
2005-02-07 Employee Stock Option (right to buy) $29.44 M 114639.00 Disposed 2006-01-25 PepsiCo, Inc. Common Stock (114639.00) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 6768.00 Indirect
PepsiCo, Inc. Common Stock 1340.00 Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/07/2005.

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: These securities were previously reported on Form 5 filed December 1996 as covering 3,061 shares. The number of shares was adjus
ted to reflect a corporate spin-off on October 10, 1997.

F4: Twenty percent of these options became exercisable one year after the grant date, and an additional twenty percent became exercis
able each year thereafter.

F5: There is no price for this derivative security.

F6: These securities were previously reported on Form 5 filed December 1996 as covering 106,512 shares. The number of shares was adj
usted to reflect a corporate spin-off on October 10, 1997.