FORM 4

 o Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . . 0.5

 1. Name and Address of Reporting Person *

(Last)            (First)              (Middle)

(Street)

(City)       (State)          (Zip)

 2. Issuer Name and Ticker
    or Trading Symbol

PepsiAmericas, Inc.
PAS

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 Month/Day/Year

4/4/2003

 5. If Amendment, Date of
   Original (Month/Day/Year)

 6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

      Director

  X   Officer (give title below)

      10% Owner

      Other (specify below)

Executive Vice President - Corporate Affairs

 7. Individual or Joint/Group
     Filing (Check Applicable Line)

  X   Form filed by One Reporting Person

      Form filed by More than One Reporting Person

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

Common Stock

4/4/03

S

2,000

D

$11.4795

61,231(1)

D

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 Securities: 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

Stock Option
(Right to Buy)

$12.01

(2)

2/26/13

Common Stock

30,900

30,900

D

Stock Option
(Right to Buy)

$12.68

(3)

2/21/12

Common Stock

70,000

70,000

D

Stock Option
(Right to Buy)

$16.475

(4)

2/16/11

Common Stock

38,475

38,475

D

Stock Option
(Right to Buy)

$11.9688

(5)

2/18/10

Common Stock

49,662

49,662

D

Stock Option
(Right to Buy)

$12.75

(5)

2/18/10

Common Stock

57,138

57,138

D

Stock Option
(Right to Buy)

$22.625

(5)

1/25/09

Common Stock

116,100

116,100

D

Stock Option
(Right to Buy)

$16.125

(5)

1/30/08

Common Stock

90,000

90,000

D

Stock Option
(Right to Buy)

$14.4648

(5)

5/1/07

Common Stock

27,105

27,105

D

Stock Option
(Right to Buy)

$15.876

(5)

5/2/06

Common Stock

19,611

19,611

D

Stock Option
(Right to Buy)

$11.4464

(5)

5/04/05

Common Stock

4,783

4,783

D

Stock Option
(Right to Buy)

$9.8392

(5)

7/1/04

Common Stock

4,783

4,783

D

Explanation of Responses:

(1)                                  Consists of (a) 1,045 shares and (b) an aggregate of 60,186 shares underlying the following restricted stock awards: (i) 11,600 under the award of 11,600 shares issued on February 26, 2003, which vests in three equal annual installments commencing on February 26, 2004; (ii) 15,546 shares under an award of 18,000 shares issued on February 21, 2002, which vests in three equal annual installments commencing February 21, 2003; (iii) 25,000 shares under an award issued February 21, 2002, which vests in its entirety on February 21, 2005; and (iv) 8,040 shares under an award of 9,310 shares issued February 16, 2001, which vests in three equal annual installments commencing on February 16, 2002.  Excludes shares owned indirectly through PepsiAmericas, Inc.'s 401(k) plans.

(2)                                  The option vests in three equal annual installments commencing on February 26, 2004.

(3)                                  The option vests in three equal annual installments commencing on February 21, 2003.

(4)                                  The option vests in three equal annual installments commencing on February 16, 2002.

(5)                                  The option is fully exercisable.

** Signature of Reporting Person

Brain D. Wenger, Attorney-In-Fact

Date