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 * NOOYI INDRA K   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) President and CFO (Last) (First) (Middle) 700 ANDERSON HILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005 (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 02/01/2005   A   19,228 (1) A $ 0 158,571 D   PepsiCo, Inc. Common Stock               1,891 (2) I (By 401(K)

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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)

$ 53.75

02/01/2005

A

77,777

02/01/2008

01/31/2015

PepsiCo, Inc. Common Stock

77,777

$ 0 (3)

77,777

D

Phantom Stock Units

(4)

02/01/2005(5)

A

717.16 (5)

(6)

(7)

PepsiCo, Inc. Common Stock

717.16

(5)

49,681.64

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NOOYI INDRA K 700 ANDERSON HILL ROAD PURCHASE, NY 10577	X		President and CFO

Signatures

Indra K. Nooyi		02/03/2005
**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)	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.
(2)	Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 12/31/2004.
(3)	There is no price for this derivative security.
(4)	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.
(5)	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.
(6)	This security is exercisable immediately.
(7)	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.

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