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

April 26, 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
(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 Information

The information in Exhibit 99.1 is incorporated herein by reference.

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

(c)   Exhibits

99.1 Internal Communication issued to all PepsiCo Employees on April 26, 2001.


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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: April 26, 2001 PepsiCo, Inc.



By: /S/ LAWRENCE F. DICKIE
Lawrence F. Dickie
Vice President,
Associate General Counsel
and Assistant Secretary


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INDEX TO EXHIBITS

Exhibit Number Description Page

99.1 Internal Communication issued to all PepsiCo Employees on April 26, 2001. 5


4




April 26, 2001




To: All PepsiCo Associates

From: Roger Enrico and Steve Reinemund


Subject: MERGER UPDATE



We thought you’d be interested to know that the antitrust authorities in Canada have cleared our planned merger with Quaker. This is very encouraging news, as Canada is an important market for both companies. And it follows similar clearances by the European Commission as well as by authorities in Mexico and Colombia.

As you know, shareholders of both Quaker and PepsiCo will be voting on the merger next Tuesday. We'll be sure to get back to you with the results.