Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
REINEMUND STEVEN
  2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
700 ANDERSON HILL ROAD700 ANDERSON HILL
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005
(Street)

PURCHASE, NY 10577
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
PepsiCo, Inc. Common Stock 02/07/2005   M   114,639 A $ 29.44 396,606 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   1,500 D $ 54.96 395,106 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   1,500 D $ 54.95 393,606 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   7,700 D $ 54.94 385,906 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   600 D $ 54.93 385,306 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   68,835 D $ 54.9 316,471 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   800 D $ 54.85 315,671 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   1,900 D $ 54.84 313,771 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   400 D $ 54.83 313,371 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   100 D $ 54.82 313,271 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   600 D $ 54.81 312,671 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   18,900 D $ 54.8 293,771 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   3,900 D $ 54.79 289,871 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   1,200 D $ 54.77 288,671 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   6,704 D $ 54.76 281,967 D  
PepsiCo, Inc. Common Stock 02/07/2005   M   3,296 A $ 32.98 285,263 D  
PepsiCo, Inc. Common Stock 02/07/2005   S   3,296 D $ 54.76 281,967 D  
PepsiCo, Inc. Common Stock               6,768 (1) I By 401(k)
PepsiCo, Inc. Common Stock               1,340 I By LLC (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 32.98 02/07/2005   M     3,296 (3) 07/01/1997(4) 06/30/2006 PepsiCo, Inc. Common Stock 3,296 $ 0 (5) 0 D  
Employee Stock Option (right to buy) $ 29.44 02/07/2005   M     114,639 (6) 02/01/2000 01/25/2006 PepsiCo, Inc. Common Stock 114,639 $ 0 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REINEMUND STEVEN
700 ANDERSON HILL ROAD700 ANDERSON HILL
PURCHASE, NY 10577
  X     Chairman and CEO  

Signatures

 Steven S Reinemund   02/08/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/07/2005.
(2) 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.
(3) 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.
(4) Twenty percent of these options became exercisable one year after the grant date, and an additional twenty percent became exercis able each year thereafter.
(5) There is no price for this derivative security.
(6) 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.

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