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 8, 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 8, 2001, issued by PepsiCo, Inc.






                                   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 8, 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 8, 2001