PEPSICO INC — Director's Dealing 2005

Feb 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	PepsiCo, Inc. Common Stock	A	12209.00	—	Acquired	60010.04	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-01	Employee Stock Option (right to buy)	$53.75	A	49386.00	Acquired	2015-01-31	PepsiCo, Inc. Common Stock (49386.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	99.00	Indirect
PepsiCo, Inc. Common Stock	701.80	Indirect
PepsiCo, Inc. Common Stock	709.70	Indirect

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of her compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to these restricted stock units is contingent upon the achievement of pre-established performance targets.

F2: This amount includes 579.213 shares acquired between March 31, 2004 and January 3, 2005 through PepsiCo's Dividend Reinvestment P
lan.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 12/31/2004.

F4: This amount includes 11.3665 shares acquired between March 31, 2004 and January 3, 2005 through PepsiCo's Dividend Reinvestment P
lan.

F5: This amount includes 11.4942 shares acquired between March 31, 2004 and January 3, 2005 through PepsiCo's Dividend Reinvestment P
lan.

F6: There is no price for this derivative security.