Current Report on Form 8-K

Washington, D.C. 20549

Form 8-K


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

February 12, 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

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

(c)   Exhibits.

  99.1 Graphic presentation materials.

Item 9.   Regulation FD Disclosure

    On February 12, 2002, a presentation regarding adjustments for FAS 142, EITF 01-9 and other changes for the fiscal year ended December 29, 2001 is being webcast. These adjusted amounts will be used for comparative purposes when presenting 2002 results.

    This material contains certain “forward looking” statements. 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. PepsiCo is not under any obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.


        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 12, 2002 PepsiCo, Inc.

By: /s/ Thomas H. Tamoney, Jr.
Thomas H. Tamoney, Jr.
Vice President and
Associate General Counsel


Exhibit Number Description

99.1 Graphic presentation materials.