FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * KEISER KENNETH E 2. Issuer Name and Ticker or Trading Symbol PEPSIAMERICAS INC/IL/ [PAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President/COO (Last) (First) (Middle) 4000 DAIN RAUSCHER PLAZA 60 S. 6TH ST. 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/01/2005 (Street) MINNEAPOLIS, MN 55402 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 02/02/2004   P4 250 A $ 17.47 114,437 (1) I By trust Common Stock 02/19/2004   G5 200 D $ 0 114,237 I By trust Common Stock 12/15/2004   G5 21,333 (2) D $ 0 213,977 (3) D   Common Stock 12/15/2004   G5 21,333 (2) A $ 0 135,570 I By trust Common Stock 12/17/2004   G5 600 D $ 0 134,970 I By trust Common Stock 12/17/2004   G5 300 D $ 0 134,670 I By trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KEISER KENNETH E 4000 DAIN RAUSCHER PLAZA 60 S. 6TH ST. MINNEAPOLIS, MN 55402	Â	Â	  President/COO	Â

Signatures

/s/ Brian D. Wenger, attorney-in-fact		03/10/2006
**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)	The starting point for the running tally of indirect beneficial ownership is 114,187 shares. This number represents the 113,217 shares reported as indirectly beneficially owned by the reporting person on his last filed report plus 970 shares gifted in fiscal year 2005 that are the subject of a separate Form 5.
(2)	This transaction is exempt from Section 16 pursuant to Rule 16a-13 and is reported simply to reconcile changes in the reporting person's direct and indirect beneficial ownership.
(3)	Reflects adjustments to direct beneficial ownership set forth in the reporting person's last filed report. Includes shares underlying the following restricted stock awards: (a) 31,800 shares under an award granted on February 16, 2004, which vests in its entirety on February 16, 2007, (b) 70,000 shares under an award granted on February 24, 2005, which vests in its entirety on February 24, 2008, and (c) 69,000 shares under an award granted on February 23, 2006, which vests in its entirety on February 23, 2009.

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