Current Report on Form 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

December 3, 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)

1-1183
(Commission File Number)
13-1584302
(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 Events

The information in Exhibit 99.1 is incorporated herein by reference.

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on currently available competitive, financial and economic data and our operating plans and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein.

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

(c)   Exhibits

99.1 Press Release issued by PepsiCo, Inc. dated December 3, 2002.








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: December 3, 2002 PepsiCo, Inc.



By: /S/ THOMAS H. TAMONEY, JR.
Thomas H. Tamoney, Jr.
Vice President and
Associate General Counsel





INDEX TO EXHIBITS



Exhibit Number Description

99.1 Press Release issued by PepsiCo, Inc. dated December 3, 2002.



Exhibit 99.1

Exhibit 99.1





PEPSICO REAFFIRMS Q4 AND 2002 EPS TARGETS
AFTER QUAKER SELLS BAGGED CEREAL BUSINESS

PURCHASE, N.Y., Dec. 3, 2002 - Quaker, a unit of PepsiCo, earlier today sold its bagged cereal business to Malt-O-Meal, the market leader in the price competitive value cereal segment, in order to concentrate on its larger, more profitable boxed cereal brands.

PepsiCo subsequently reaffirmed that it expects to achieve its previously-stated targets of 13-14% earnings per share growth for the fourth quarter and full year 2002. For purposes of comparison to 2001, PepsiCo is including operating profit from the bagged cereal business – slightly less than one cent per share – in its 2002 earnings, but not the gain from the sale.

For the full year 2002, bagged cereals are expected to account for about 5% of Quaker's North America food revenues.

# # # #

CONTACT: Richard M. Detwiler, Jr. Vice President, Public Relations, 914-253-2725 or
Kathleen Allen Luke, Vice President, Investor
Relations, 914-253-3691 both at PepsiCo.
Website: http://www.pepsico.com
(PEP)