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


                                December 4, 2000
                     --------------------------------------
                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  contained  in Exhibit  20.1 and  Exhibit  20.2 hereto are
incorporated herein by reference.



                                   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:  12/4/2000
                                                   PepsiCo, Inc.


                                          By:      LAWRENCE F. DICKIE    /S/
                                                   -------------------------
                                                   Lawrence F. Dickie

                                                   Vice President,
                                                   Associate General Counsel
                                                   and Assistant Secretary


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                                INDEX TO EXHIBITS



 Exhibit Number                 Description                             Page

     20.1            Press release dated December 4, 2000 from            4
                     PepsiCo, Inc. and The Quaker Oats Company.


     20.2            Press release dated December 4, 2000 from
                     PepsiCo, Inc.                                        7


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