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 * ALLEN ROBERT E   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 180 PARK AVENUE, ROOM 1E38180 PARK AVENU 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2005 (Street) FLORHAM PARK, NJ 07932 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               8,749 D

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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

Phantom Stock Units

(1)

04/01/2005(2)

A

57.81

(3)

(3)

PepsiCo, Inc. Common Stock

57.81

$ 0 (2)

6,723.46

D

Phantom Stock Units

(1)

04/01/2005(2)

A

41.23

01/01/2001(4)

04/01/2005

PepsiCo, Inc. Common Stock

41.23

$ 0 (2)

4,794.45

D

Phantom Stock Units

(1)

04/01/2005

I

4,794.45 (5)

01/01/2001(4)

04/01/2005

PepsiCo, Inc. Common Stock

4,794.45

$ 53.03

0

D

Phantom Stock Units

(1)

04/01/2005(2)

A

54.45

04/01/2007

04/01/2007

PepsiCo, Inc. Common Stock

54.45

$ 0 (2)

6,331.98

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ALLEN ROBERT E 180 PARK AVENUE, ROOM 1E38180 PARK AVENU FLORHAM PARK, NJ 07932	X

Signatures

Robert Cox, Atty-in-Fact		04/05/2005
**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)	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.
(2)	Acquired on various dates between October 2, 2004 and April 1, 2005 pursuant to PepsiCo's deferred compensation plan, at prices r anging from $48.65 to $53.03.
(3)	This security is payable upon the reporting person's retirement.
(4)	Payable in 5 installments between 2001 and 2005.
(5)	These phantom units were paid in cash to the reporting person on April 1, 2005.

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