Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

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

                                 August 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 2. Acqusition or Disposition of Assets

On August 2, 2001, we completed a merger transaction which resulted in The
Quaker Oats Company (Quaker) becoming a wholly-owned subsidiary of PepsiCo.
Under the merger agreement, dated December 2, 2000, Quaker shareholders
received 2.3 shares of PepsiCo common stock for each share of Quaker common
stock, and a cash payment for fractional shares. We issued approximately 306
million shares of our common stock in exchange for all the outstanding common
stock of Quaker.

The transaction was accounted for as a tax-free transaction and as a
pooling-of-interests under Accounting Principles Board Opinion No. 16, Business

Item 5. Other Events

     This 8-K makes available the unaudited supplemental pro forma financial
     information included in Exhibit 99.1. The information in Exhibit 99.1 is
     incorporated herein by reference.

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

The required financial statements and pro forma information under Article 11 of
Regulation S-X are not being filed with this report on Form 8-K, but will be
filed within the time frame allowed.

     (c) Exhibits

     99.1 Unaudited supplemental pro forma financial information.



     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: August 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                              Page
--------------            -----------                              ----

     99.1         Unaudited supplemental pro forma                   5
                  financial information.