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: NOOYI INDRA K (Director, President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-01	PepsiCo, Inc. Common Stock	A	19228.00	—	Acquired	158571.00	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	77777.00	Acquired	2015-01-31	PepsiCo, Inc. Common Stock (77777.00)	Direct
2005-02-01	Phantom Stock Units	$	A	717.16	Acquired		PepsiCo, Inc. Common Stock (717.16)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	1891.00	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: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 12/31/2004.

F3: There is no price for this derivative security.

F4: These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one
-for-one basis.

F5: This amount relates to dividends credited to the reporting person's phantom stock account on various dates between February 1, 2004 and January 3, 2005 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $48.65 to $53.88.

F6: This security is exercisable immediately.

F7: The phantom stock units are to be settled upon the earlier of 2010, termination, disability or retirement, pursuant to the report
ing person's election.