Form 8-K/A

Washington, D.C. 20549

Form 8-K/A


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

October 16, 2002 (October 15, 2002)
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)

(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

Explanatory Note

        PepsiCo, Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commision on October 15, 2002 to amend Item 9 - Regulation FD Disclosure thereof to read as set forth below.

Item 9. Regulation FD Disclosure.

  The information in this Current Report is being furnished pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.

On October 15, 2002, the Company filed with the Commission its Quarterly Report on Form 10-Q for the period ended September 7, 2002 accompanied by the certifications of Steven S Reinemund, Chief Executive Officer, and Indra K. Nooyi, Chief Financial Officer, required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


        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: October 16, 2002 PepsiCo, Inc.

By: /S/ Robert E. Cox
Robert E. Cox
Vice President, Associate General
Counsel, and Assistant Secretary