8-K

                       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

                         -------------------------------

                        Date of Report: February 8, 2001


                             THE QUAKER OATS COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New Jersey                               1-12                  36-1655315
- ----------------------------   ------------------------   ----------------------
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)                                         Identification Number)


Quaker Tower P.O. Box 049001 Chicago, Illinois                60604-9001
- ----------------------------------------------          ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:         (312) 222-7111
                                                        ------------------------




Item 5.     Other Events.
            ------------

On February 8, 2001, PepsiCo, Inc. ("PepsiCo") and The Quaker Oats Company
("Quaker") issued a joint press release concerning the Federal Trade
Commission's request for additional information in connection with its antitrust
review of PepsiCo's proposed merger with Quaker. The text of the press release
is filed as Exhibit 99.1 hereto and incorporated by reference herein.


Item 7.     Financial Statements and Exhibits.
            ---------------------------------

(c)  Exhibits

     (99.1) Joint press release, dated February 8, 2001, issued by PepsiCo, Inc.
            and The Quaker Oats Company.





            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, thereunto duly authorized.



                                       THE QUAKER OATS COMPANY



                                       By: /s/ William G. Barker
                                           -----------------------------------
                                           Name:  William G. Barker
                                           Title: Vice President and
                                                  Corporate Controller



Date:    February 8, 2001




                                  EXHIBIT INDEX


Exhibit No.               Description
- -----------               -----------

99.1                      Joint press release, dated February 8, 2001, issued
                          by PepsiCo, Inc. and The Quaker Oats Company.

EX-99.1

     FTC ISSUES REQUEST FOR ADDITIONAL INFORMATION IN PEPSICO/QUAKER MERGER
     ----------------------------------------------------------------------


PURCHASE, NY and CHICAGO, IL, Feb. 8-- PepsiCo, Inc. (NYSE: PEP) and The
Quaker Oats Company (NYSE: OAT) announced today that the Federal Trade
Commission has requested additional information in connection with its
antitrust review of PepsiCo's proposed merger with Quaker.  Such a request is
not uncommon in a transaction of this size and was anticipated.

The companies also said that they have received preliminary clearance from the
Securities and Exchange Commission of the joint proxy statement/prospectus
relating to the merger.

As previously announced, the parties expect to complete the transaction sometime
in the second quarter of 2001.

Safe Harbor Statement
- ---------------------

This release contains certain "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are naturally subject to uncertainty
and changes in circumstances. Actual results may vary materially from the
expectations contained herein. Factors that could cause actual results to differ
materially from those described herein include the inability to obtain
shareholder or regulatory approvals and actions of the U.S., foreign and local
governments. Forward-looking statements speak only as of the date they are made,
and neither PepsiCo, Inc. nor The Quaker Oats Company is under any obligation to
(and expressly disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of new information, future
events, or otherwise.

                                    - more -




On January 9, 2001, PepsiCo filed a joint proxy statement/prospectus in
connection with its proposed merger with The Quaker Oats Company. PepsiCo and
Quaker will be jointly preparing an amendment to the joint proxy
statement/prospectus and will be filing such amendment with the Securities and
Exchange Commission. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT information. Investors will be able to
obtain the documents free of charge at the web site maintained by the SEC at
www.sec.gov. In addition, investors may obtain documents filed with the SEC by
PepsiCo free of charge by requesting them in writing from PepsiCo, Inc., 700
Anderson Hill Road, Purchase, New York 10577, Attention: Secretary, or by
telephone at (914) 253-2000. Investors may obtain documents filed with the SEC
by Quaker free of charge by requesting them in writing from The Quaker Oats
Company, 321 North Clark Street, Chicago, Illinois 60610, Attention: Corporate
Secretary, or by telephone at (312) 222-7111.


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