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: THOMPSON LARRY D (SVP Gov Affairs GC and Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	PepsiCo, Inc. Common Stock	A	10698.00	—	Acquired	16477.00	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	43150.00	Acquired	2015-01-31	PepsiCo, Inc. Common Stock (43150.00)	Direct

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of his 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: There is no price for this derivative security.