SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                                February 5, 2001
                     --------------------------------------
                Date of Report (Date of earliest event reported)


                                  PepsiCo, Inc.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

                                 North Carolina
                        ---------------------------------
                 (State or other jurisdiction of incorporation)


             1-1183                                     13-1584302
      (Commission File Number)               (IRS Employer Identification No.)



                700 Anderson Hill Road, Purchase, New York 10577
                   -------------------------------------------
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (914) 253-2000





Item 5.  Other Information

         The information in Exhibit 99.1 is incorporated herein by reference.

     "Forward-looking  statements",  within  the  meaning  Section  27A  of  the
Securities  Act of 1933,  as  amended,  and Section  21E of the  Securities  and
Exchange  Act  of  1934,  are  made  in  this  document.  These  forward-looking
statements are based on currently available competitive,  financial and economic
data and our  operating  plans  and are  subject  to  risks,  uncertainties  and
assumptions.  As a result, the forward-looking events discussed in this document
and the  exhibit  hereto  could  turn  out to be  significantly  different  from
expectations or may not occur.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)       Exhibits

        99.1     Press Release, dated February 5, 2001, issued by PepsiCo, Inc.
        99.2     Prepared statements by management of PepsiCo, Inc.

Item 9.Regulation FD Disclosure

     On  February 5, 2001,  a  telephone  conference  call  regarding  PepsiCo's
year-end  earnings was  broadcast.  The prepared  comments for the  Registrant's
telephone conference call are attached to this report as Exhibit 99.2.





                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: February 5, 2001
                                      PepsiCo, Inc.



                                     By: /s/ LAWRENCE F. DICKIE
                                         ----------------------
                                         Lawrence F. Dickie
                                         Vice President, Associate General
                                         Counsel and Assistant Secretary





                                INDEX TO EXHIBITS



Exhibit Number                Description

99.1                          Press release from PepsiCo, Inc.
                              dated February 5, 2001

99.2                          Prepared Comments by management of
                              PepsiCo, Inc. for telephone conference
                              call on February 5, 2001