SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q
(Mark One)

/x/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended March 30, 2002
                                     --------------

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from _______ to _______

                        Commission File Number 001-15019

                               PEPSIAMERICAS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                     13-6167838
------------------------------------             -------------------------
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                  Identification Number)


3880 Dain Rauscher Plaza, 60 South Sixth Street
            Minneapolis, Minnesota                              55402
-----------------------------------------------              ----------
    (Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code (612) 661-3883


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                             YES   /x/     NO   / /

As of April 26, 2002, the Registrant had 154,626,885 outstanding shares of
common stock, par value $0.01 per share, the Registrant's only class of common
stock.
<PAGE>
                                    CONTENTS

PART I   FINANCIAL INFORMATION
         Item 1. Financial Statements
                   Condensed Consolidated Statements of Income               2
                   Condensed Consolidated Balance Sheets                     3
                   Condensed Consolidated Statements of Cash Flows           4
                   Notes to Condensed Consolidated Financial Statements      5
         Item 2. Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                       10
         Item 3. Quantitative and Qualitative Disclosures About
                   Market Risk                                               13

PART II  OTHER INFORMATION
         Item 1. Legal Proceedings                                           14
         Item 5. Other Information                                           14
         Item 6. Exhibits and Reports on Form 8-K                            14

SIGNATURE                                                                    15

                                       1
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                               FIRST QUARTER 2002

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               (unaudited and in millions, except per share data)
<TABLE>
<CAPTION>
                                                                                           First Quarter
                                                                             -------------------------------------
                                                                                 2002                      2001
                                                                             ----------                  ---------
<S>                                                                          <C>                         <C>
Sales                                                                        $    737.0                  $   705.4
Cost of goods sold                                                                443.1                      428.3
                                                                             ----------                  ---------
    Gross profit                                                                  293.9                      277.1
Selling, delivery and administrative expenses                                     235.0                      222.3
Amortization expense                                                                 --                       12.3
Special charges                                                                      --                        4.6
Gain on pension curtailment                                                          --                       (8.9)
                                                                             ----------                  ---------
    Operating income                                                               58.9                       46.8
Interest expense, net                                                             (18.2)                     (24.5)
Other (expense) income, net                                                        (2.4)                       1.5
                                                                             ----------                  ---------
    Income before income taxes                                                     38.3                       23.8
Income taxes                                                                       14.9                       11.0
                                                                             ----------                  ---------
    Net income                                                               $     23.4                  $    12.8
                                                                             ==========                  =========
Weighted average common shares:
   Basic                                                                          154.1                      155.8
   Incremental effect of stock options                                              0.4                        1.0
                                                                             ----------                  ---------
   Diluted                                                                        154.5                      156.8
                                                                             ==========                  =========
Net income per share - basic                                                 $     0.15                  $    0.08
                                                                             ==========                  =========
Net income per share - diluted                                               $     0.15                  $    0.08
                                                                             ==========                  =========
Cash dividends per share                                                     $     0.04                  $    0.04
                                                                             ==========                  =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                               FIRST QUARTER 2002

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in millions, except per share data)
<TABLE>
<CAPTION>

                                                                                    End of              End of
                                                                                 First Quarter        Fiscal Year
                                                                                     2002                2001
                                                                                --------------      --------------
                                                                                 (unaudited)
<S>                                                                             <C>                <C>
ASSETS:
Current assets:
     Cash and equivalents                                                       $       65.9       $        64.4
     Receivables                                                                       233.1               197.1
     Inventories                                                                       172.1               173.4
     Other current assets                                                               60.0                45.9
                                                                                ------------       -------------
         Total current assets                                                          531.1               480.8
Property (at cost)                                                                   1,849.0             1,821.0
Accumulated depreciation                                                              (778.5)             (753.9)
                                                                                ------------       -------------
     Net property                                                                    1,070.5             1,067.1
                                                                                ------------       -------------
Intangible assets, net                                                               1,749.6             1,749.3
Investments and other assets                                                           119.6               122.1
                                                                                ------------       -------------
     Total assets                                                               $    3,470.8       $     3,419.3
                                                                                ============       =============

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
     Short-term debt, including current maturities of long-term debt            $      585.3       $       255.2
     Payables                                                                          215.7               216.5
     Other current liabilities                                                         157.6               181.0
                                                                                ------------       -------------
         Total current liabilities                                                     958.6               652.7
                                                                                ------------       -------------
Long-term debt                                                                         809.0             1,083.4
Deferred income taxes                                                                   75.7                68.9
Other liabilities                                                                      181.2               184.0
Shareholders' equity:
     Preferred stock ($0.01 par value, 12.5 million shares authorized;
         no shares issued)                                                               --                   --
     Common stock ($0.01 par value, 350.0 million shares authorized;
         167.6 million shares issued)                                                1,541.6             1,546.7
     Retained income                                                                   170.1               163.3
     Accumulated other comprehensive loss:
         Cumulative translation adjustment                                             (28.1)              (25.1)
         Net unrealized investment gain and cash flow hedging losses                    (4.4)               (4.7)
         Minimum pension liability adjustment                                           (4.1)               (4.1)
                                                                                ------------       -------------
              Accumulated other comprehensive loss                                     (36.6)              (33.9)
                                                                                ------------       -------------
     Treasury stock (13 million shares - 2002 and
         14 million shares - 2001)                                                    (228.8)             (245.8)
                                                                                ------------       -------------
Total shareholders' equity                                                           1,446.3             1,430.3
                                                                                ------------       -------------
     Total liabilities and shareholders' equity                                 $    3,470.8       $     3,419.3
                                                                                ============       =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                               FIRST QUARTER 2002

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited and in millions)
<TABLE>
<CAPTION>

                                                                                              First Quarter
                                                                                     ------------------------------
                                                                                         2002              2001
                                                                                     ------------      ------------
<S>                                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations                                                    $      23.4       $      12.8
Adjustments to reconcile to net cash provided by operating activities:
   Depreciation and amortization                                                            40.7              50.0
   Deferred income taxes                                                                     5.8               3.8
   Gain on pension curtailment                                                                --              (8.9)
   Special charges                                                                            --               4.6
   Cash outlays related to special charges                                                  (1.8)            (11.8)
   Other                                                                                     2.9              (1.4)
Changes in assets and liabilities, exclusive of acquisitions and divestitures:
   (Increase) decrease in receivables                                                      (36.0)              8.2
   Decrease (increase) in inventories                                                        1.3              (7.2)
   (Decrease) increase in payables                                                          (0.8)              0.4
   Net change in other assets and liabilities                                              (34.6)            (31.4)
                                                                                     -----------       -----------
     Net cash provided by operating activities                                               0.9              19.1
                                                                                     -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Franchises and companies acquired, net of cash acquired                                     (2.7)             (5.1)
Capital investments, net of proceeds from asset sales                                      (49.8)            (37.7)
Proceeds from sales of investments                                                            --               1.6
                                                                                     -----------       -----------
   Net cash used in investing activities                                                   (52.5)            (41.2)
                                                                                     -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings of short-term debt                                              55.6            (205.2)
Proceeds from issuance of long-term debt                                                      --             352.7
Repayment of long-term debt                                                                   --            (127.7)
Issuance of common stock                                                                     1.1               6.6
                                                                                     -----------       -----------
   Net cash provided by financing activities                                                56.7              26.4
                                                                                     -----------       -----------

Net cash used in discontinued operations                                                    (3.6)             (5.3)
Effects of exchange rate changes on cash and equivalents                                      --              (0.2)
                                                                                     -----------       -----------
Change in cash and equivalents                                                               1.5              (1.2)
Cash and equivalents at beginning of year                                                   64.4              51.2
                                                                                     -----------       -----------
Cash and equivalents at end of quarter                                               $      65.9       $      50.0
                                                                                     ===========       ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                               FIRST QUARTER 2002

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.    The condensed consolidated financial statements included herein have been
      prepared by PepsiAmericas, Inc. (the Company) without audit. Certain
      information and footnote disclosures normally included in financial
      statements prepared in accordance with accounting principles generally
      accepted in the United States have been condensed or omitted pursuant to
      the rules and regulations of the Securities and Exchange Commission,
      although the Company believes that the disclosures made are adequate to
      make the information presented not misleading. It is suggested that these
      condensed consolidated financial statements be read in conjunction with
      the financial statements and notes thereto included in the Company's
      Annual Report on Form 10-K for the fiscal year 2001. In the opinion of
      management, the information furnished herein reflects all adjustments
      (consisting only of normal, recurring adjustments) necessary for a fair
      statement of results for the interim periods presented.

2.    The Company manufactures, packages, sells and distributes carbonated and
      non-carbonated Pepsi-Cola beverages and a variety of other beverages in
      the United States, Central Europe and the Caribbean. The Company operates
      under exclusive franchise agreements with soft drink concentrate
      producers, including "master" bottling and fountain syrup agreements with
      PepsiCo, Inc. (PepsiCo) for the manufacture, packaging, sale and
      distribution of PepsiCo branded products. See additional discussion of the
      Company's related party transactions in the Company's Annual Report on
      Form 10-K for the fiscal year 2001. There are similar agreements with
      Cadbury Schweppes and other brand owners. The franchise agreements exist
      in perpetuity and contain operating and marketing commitments and
      conditions for termination. The Company is the number-two anchor bottler
      in the Pepsi system and accounts for about 19 percent of all Pepsi-Cola
      products sold in the United States. The Company operates in a significant
      portion of an 18 state region, primarily in the Midwest, and outside the
      United States the Company operates in the Central European and Caribbean
      markets in Poland, Hungary, the Czech Republic, Republic of Slovakia,
      Puerto Rico, Jamaica, the Bahamas, Barbados, and Trinidad and Tobago. The
      Company serves an area with a total population of more than 117 million
      people, and its business is highly seasonal. PepsiCo holds a 37 percent
      equity interest in the Company.

      The following presents sales and operating income of the Company's
      geographic segments for the first quarters of 2002 and 2001 (in millions):
<TABLE>
<CAPTION>
                                                       Sales                            Operating Income
                                         ---------------------------------     -------------------------
                                              2002                2001              2002                2001
                                         -------------      -------------      -------------      ----------
      <S>                                <C>                <C>                <C>                <C>

      Domestic                           $       641.1      $      614.4       $       70.0       $       59.2
      International                               95.9              91.0              (11.1)             (12.4)
                                         -------------      ------------       ------------       ------------
        Total                            $       737.0      $      705.4       $       58.9       $       46.8
                                         =============      ============       ============       ============
</TABLE>

      There were no material changes in total assets by geographic segment since
      the end of fiscal year 2001.

3.    The Company's fiscal year consists of 52 or 53 weeks ending on the
      Saturday closest to December 31; fiscal 2001 ended on December 29, 2001.
      The Company's first quarters of 2002 and 2001 were based on the thirteen
      weeks ended March 30, 2002 and March 31, 2001, respectively.

4.    In July 2001, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
      Intangible Assets," which changes the accounting for goodwill from an
      amortization method to impairment-only approach. This change applies to
      goodwill and other intangible assets with an indefinite life. The Company
      adopted SFAS No. 142 effective the beginning of 2002 and has ceased
      amortization of substantially all intangible assets beginning in the first
      quarter of 2002. The Company estimates that had SFAS No. 142 been in
      effect at the beginning of fiscal 2001, net income for the first quarter
      of 2001 would have increased by $9.5 million, or $0.06 per share. The
      Company will test its intangible assets for impairment in fiscal 2002, as
      required, but does not currently expect to record an impairment charge.

                                       5
<PAGE>
5.    During the first quarter of 2001, the Company reached an agreement with
      Crescent Distributing, LLC ("Crescent"), a wholly owned subsidiary of
      Poydras Street Investors LLC ("Poydras"). Under the agreement, the joint
      venture between the Company and Poydras was terminated with Crescent
      retaining sole ownership of the rights to the beer operations and related
      assets and the Company assuming sole ownership of the rights to the soft
      drink operations and related assets. The results derived from the beer
      operations were not material to the Company's overall business.

6.    The Company's comprehensive income is as follows:
<TABLE>
<CAPTION>

                                                                           First Quarter
                                                                         2002         2001
                                                                     -----------    ---------
                                                                           (in millions)
      <S>                                                            <C>            <C>
      Net income                                                     $     23.4     $     12.8
      Foreign currency translation adjustment                              (3.0)          (1.7)
      Net unrealized investment and cash flow hedging gains (losses)        0.3           (0.5)
                                                                     -----------    ----------
          Comprehensive income                                       $     20.7     $     10.6
                                                                     ==========     ==========
</TABLE>
      Net unrealized investment and cash flow hedging gains (losses) are
      presented net of tax expense of $0.4 million in the first quarter of 2002
      and net of a tax benefit of $0.5 million in the first quarter of 2001.

7.    Interest expense, net, is comprised of the following:

<TABLE>
<CAPTION>
                                                                           First Quarter
                                                                         2002         2001
                                                                     -----------    ---------
                                                                            (in millions)
      <S>                                                            <C>            <C>
      Interest expense                                               $    (18.3)    $    (25.7)
      Interest income                                                       0.1           1.2
                                                                     ----------     ---------
          Interest expense, net                                      $    (18.2)    $    (24.5)
                                                                     ==========     ==========
</TABLE>

8. Net cash provided by operating activities reflected cash payments and
receipts for interest and income taxes as follows:
<TABLE>
<CAPTION>
                                                                           First Quarter
                                                                     -------------------------
                                                                        2002           2001
                                                                     -----------     ---------
                                                                            (in millions)
      <S>                                                            <C>             <C>
      Interest paid                                                  $   27.1        $   26.7
      Interest received                                                   0.1             0.4
      Income taxes paid, net of refunds                                   7.3             0.6
</TABLE>

9.    As of the end of the first quarter of 2002, inventory was approximately 44
      percent comprised of raw materials and supplies and 56 percent comprised
      of finished goods and are consistent with the mix of inventory at the end
      of fiscal year 2001.

10.   In the fourth quarter of 2001, the Company recorded special charges
      totaling $9.2 million ($5.7 million after tax) primarily for severance
      costs and other costs related to changing the Company's marketing and
      distribution strategy in Hungary, as well as for the write-down of
      marketing equipment in the U.S. The write-down of marketing equipment was
      recorded in conjunction with the start-up of the Ft. Wayne, Indiana
      refurbishment operations.

      In the first quarter of 2001, the Company recorded a special charge of
      $4.6 million ($2.8 million after taxes). The charge, related to further
      organization changes resulting from the transaction with the former
      PepsiAmericas was principally composed of severance and related benefits.

                                       6
<PAGE>
      In the fourth quarter of 2000, the Company recorded a special charge of
      $21.7 million ($13.2 million after taxes). The charge principally included
      severance payments and related benefits for employees affected by the
      integration of operations in connection with the merger with the former
      PepsiAmericas, which is more fully explained in the Company's 2001 Annual
      Report on Form 10-K.

      The following table summarizes activity associated with the special
      charges (in millions):
<TABLE>
<CAPTION>
                                                                     2001             2000
                                                                    Charge           Charge           Total
                                                                    ------           ------          -------
      <S>                                                           <C>              <C>             <C>
      Accrued liabilities as of fiscal year end 2001
         (all employee-related costs)                               $  6.4           $  1.7          $   8.1
      Expenditures for employee-related costs                         (1.8)              --             (1.8)
                                                                    ------           ------          -------
      Accrued liabilities at the end of the first quarter of 2002   $  4.6           $  1.7          $   6.3
                                                                    ======           ======          =======
</TABLE>

      The 2001 and 2000 charges affected approximately 525 employees, of which
      approximately 264 remain as of the end of the first quarter of 2002. The
      accrued liabilities remaining as of the end of the first quarter of 2002
      are comprised of deferred severance payments and certain employee
      benefits. The Company expects to pay a significant portion of the $6.3
      million of employee-related costs, using cash from operations, during the
      next twelve months; accordingly, such amounts are classified as other
      current liabilities.

11.   In connection with the integration of the former Whitman Corporation and
      former PepsiAmericas domestic benefit plans during the first quarter of
      2001, the Company amended its pension plans to freeze pension benefit
      accruals for substantially all salaried and non-union employees effective
      December 31, 2001. Employees age 50 or older with 10 or more years of
      vesting service were grandfathered such that they will continue to accrue
      benefits after December 31, 2001 based on their final average pay as of
      December 31, 2001. As a result of this plan amendment, the Company
      recognized a one-time curtailment gain of $8.9 million ($5.4 million after
      taxes). The existing domestic salaried and non-union pension plans were
      replaced by an additional Company contribution to the 401(K) plan
      beginning January 1, 2002.

12.   The Company uses aluminum financial instruments to hedge against
      volatility in future cash flows on anticipated aluminum can purchases, the
      prices of which are indexed to aluminum market prices. Realized gains and
      losses on aluminum hedge contracts are deferred until the related finished
      products are sold. See "Quantitative and Qualitative Disclosures About
      Market Risk - Commodity Prices." Effective at the beginning of fiscal
      2001, the Company adopted SFAS No. 133, "Accounting for Derivative
      Instruments and Hedging Activities," as amended by SFAS Nos. 137 and 138.
      In connection with the adoption, the Company recognized an asset for the
      fair value of aluminum hedges of $1.4 million and reclassified $0.4
      million of previously deferred hedging losses to accumulated other
      comprehensive income. Accordingly, the impact of adopting SFAS No. 133, as
      amended, was an increase of $1 million in accumulated other comprehensive
      income, all of which was reclassified into cost of goods sold during
      fiscal 2001.

      During the fourth quarter of 2001, the Company also began using financial
      instruments to hedge against volatility in future cash flows on
      anticipated fuel purchases, the prices of which are indexed to fuel market
      prices. Realized gains and losses on fuel hedge contracts are deferred
      until the fuel is purchased. See "Quantitative and Qualitative Disclosures
      About Market Risk - Commodity Prices."

      The Company has hedged a portion of its anticipated aluminum can and fuel
      purchases through November 2003 and December 2002, respectively. As of the
      end of the first quarter of 2002, the Company had deferred $2.6 million of
      losses in accumulated other comprehensive income, a majority of which will
      be reclassified into earnings during the next 18 months.

                                       7
<PAGE>
      During the third quarter of 2001, the Company has also entered into swap
      contracts with an aggregate notional amount of $200 million to convert a
      portion of its fixed rate debt to floating rate debt, with the objective
      of reducing overall borrowing costs. These swaps are accounted for as fair
      value hedges, since they hedge against the fair value of fixed rate debt
      resulting from fluctuations in interest rates. The fair value of the
      interest rate swaps as of the first quarter of 2002 was ($1.6) million,
      which is reflected in "Other liabilities" on the Condensed Consolidated
      Balance Sheet, with a corresponding decrease in "Long-term debt"
      representing the change in fair value of the fixed rate debt. The fair
      value adjustment had no earnings impact since the swaps are considered
      highly effective in eliminating the interest rate risk of the fixed rate
      debt they are hedging.

13.   The Company continues to be subject to certain indemnification obligations
      under agreements with previously sold subsidiaries, including potential
      environmental liabilities. There is significant uncertainty in assessing
      the Company's share of the potential liability for such indemnification.
      The assessment and determination for cleanup at the various sites involved
      are inherently speculative during the early stages, and the Company's
      indemnification obligations for such costs are subject to various factors,
      including possible secondary insurance recoveries and the allocation of
      liabilities among many other potentially responsible and financially
      viable parties.

      In the fourth quarter of fiscal year 2001, the Company engaged outside
      consultants to assist it in estimating its liabilities. The outside
      consultants provided the Company with an estimate of the most likely costs
      of remediating the sites. Their estimates were based on their evaluations
      of the characteristics and parameters of the sites, including results from
      field inspections, test borings and water flows. Their estimates are based
      upon the use of current technology and remediation techniques, and do not
      take into consideration any inflationary trends upon such claims or
      expense. Based upon these estimates, the Company recorded a charge to
      discontinued operations in the fourth quarter of 2001 of $111 million ($71
      million after taxes). The Company expects a significant portion of the
      accrued liabilities will be disbursed during the next 10 years.

      The significant sites included in the aggregate accrued liabilities the
      Company has recorded are described more fully in the Company's Annual
      Report on Form 10-K for the fiscal year 2001. No significant changes in
      the status of those sites occurred and no significant new sites were
      discovered during the first quarter of 2002.

      At the end of the first quarter of 2002, the Company had accruals of
      $126.3 million to cover potential indemnification obligations, including
      $20 million classified as current liabilities. Such amounts are determined
      using estimated undiscounted future cash requirements, and have not been
      reduced by potential future insurance recoveries. During the second
      quarter of 2000, a trust was established that would be used to satisfy a
      portion of the future indemnification obligations. The trust held $34.4
      million as of the end of the first quarter of 2002. Receivables of $22.9
      million for future amounts anticipated from insurance companies and other
      responsible parties were included in investments and other assets on the
      Company's Condensed Consolidated Balance Sheet as of the end of the first
      quarter of 2002.

      The Company has contingent liabilities from various pending claims and
      litigation on a number of matters, including indemnification claims under
      agreements with previously sold subsidiaries for product liability and
      toxic torts. The ultimate liability for these claims cannot be determined.
      In the opinion of management, based upon information currently available,
      the ultimate resolution of these claims and litigation, including
      potential environmental exposures, and considering amounts already
      accrued, should not have a material effect on the Company's financial
      condition, although amounts recorded in a given period could be material
      to the results of operations or cash flows for that period.

      Existing environmental liabilities associated with the Company's
      continuing operations are not material.

                                       8
<PAGE>
14.   Basic earnings per share are based upon the weighted-average number of
      common shares outstanding. Diluted earnings per share assume the exercise
      of all options, which are dilutive, whether exercisable or not. The
      dilutive effects of stock options are measured under the treasury stock
      method.

      Options to purchase 9.1 million shares and 7.7 million shares at a
      weighted-average price of $17.89 and $18.90 per share that were
      outstanding at the end of the first quarter of 2002 and 2001,
      respectively, were not included in the computation of diluted EPS because
      the exercise price was greater than the average market price of the common
      shares during the quarter.
                                       9
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

                              RESULTS OF OPERATIONS
               2002 FIRST QUARTER COMPARED WITH 2001 FIRST QUARTER

      Due to the disposition of the beer business, as well as special charges
and other non-recurring items recorded in 2001, the Company believes that pro
forma results provide a better indication of current operating trends than
reported results. Therefore, included within the following discussion are
explanations of both reported results and pro forma results.

      Pro forma operating results exclude the activity associated with the
divested beer operations and the impact of special charges and other
non-recurring items from the first quarter of 2001. In addition, to improve
comparability, pro forma results assume amortization of goodwill and other
intangible assets with indefinite lives ceased as of the beginning of 2001
consistent with the accounting treatment prescribed by SFAS No. 142. The
Company's business is highly seasonal; accordingly, the operating results of any
individual quarter may not be indicative of a full year's operating results.

      Sales for the first quarter of 2002 and 2001 were as follows (in
millions):
<TABLE>
<CAPTION>
                                           Reported            Percent                Pro Forma            Percent
                                    ----------------------                      ---------------------
                                      2002         2001        Change             2002         2001        Change
                                    --------     ---------     ------           --------     --------      ------
     <S>                            <C>          <C>             <C>            <C>          <C>             <C>

     Domestic                       $  641.1     $  614.4        4.3            $  641.1     $  603.4        6.2
     International                      95.9         91.0        5.4                95.9         91.0        5.4
                                    --------     --------                       --------     --------
       Total sales                  $  737.0     $  705.4        4.5            $  737.0     $  694.4        6.1
                                    ========     ========                       ========     ========
</TABLE>

      On a reported basis, sales increased $31.6 million, or 4.5 percent, in the
first quarter of 2002 compared to the first quarter of 2001, primarily
reflecting increased volume in both the domestic and international markets and
improved pricing in the domestic markets. These improvements were offset by the
inclusion of sales from the divested beer operations in the first quarter of
2001, which totaled $11 million. On a pro forma basis excluding sales from beer
operations in the previous year, sales increased $42.6 million, or 6.1 percent.

      On a pro forma basis, excluding sales from beer operations, the growth in
sales includes an increase in domestic sales of $37.7 million and an increase in
international sales of $4.9 million. The increase in domestic sales resulted
from improved pricing, up 2.4 percent, as well as increased volume, up 4.9
percent. Sales growth in the first quarter of 2002 benefited from the inclusion
of sales associated with the Easter holiday. It is estimated this accounted for
1.5 percent of growth. In 2001, such sales were included in the second quarter.
The improved pricing included a 2.0 percent improvement attributed to rate
increases and a 0.4 percent increase associated with mix. The volume growth is
primarily related to a 5.7 percent increase in Pepsi products. The growth in
Pepsi products was led by trademark Pepsi, up 2.6 percent, trademark Dew, up 8.1
percent, and Aquafina, which grew slightly better than 45 percent. The growth in
trademark Pepsi was driven by Pepsi Twist and Diet Pepsi, while the growth in
trademark Dew was entirely attributed to Code Red. In addition, Pepsi soft
drinks in the flavored category grew nearly 9.0 percent, driven by strong
double-digit growth in Sierra Mist. Cadbury branded products were up 1.1
percent, which was almost entirely attributed to regular and diet Dr Pepper.
Both can volume, up strong single digits, and 20-ounce non-returnable packages,
up 3.5 percent, were the main packages that drove volume growth in the quarter.
Both the large format (e.g., supermarkets and mass market retailers) and small
format (e.g., convenience stores and gas stations) channels had strong single
digit volume growth, offset by a continued decline in the on-premise channels
(e.g., schools and third-party operators). The increase in international sales
was driven by a 9.5 percent increase in volume, which included 14.1 percent
volume growth in Central Europe, offset by a 0.7 percent decrease in pricing
resulting from mix and a modest foreign currency impact.

                                       10
<PAGE>
      The consolidated gross profit margin on a reported basis increased to 39.9
percent of sales in the first quarter of 2002 compared with 39.3 percent of
sales in the first quarter of 2001. The improvement was attributed to improved
margins in the international markets resulting from strong volume growth in
Central Europe and the inclusion of lower margin activity associated with the
beer operations in 2001. The domestic gross profit margin improved modestly with
the improved pricing being offset by increased packaging costs. Excluding prior
year results from the divested beer operations, the consolidated gross profit
margin of 39.9 percent of sales in the first quarter of 2002 was up from 39.6
percent in the first quarter of 2001.

      Reported selling, delivery and administrative ("SD&A") expenses
represented 31.9 percent of sales in the first quarter of 2002 compared with
31.5 percent in the first quarter of 2001. Excluding prior year results from the
divested beer business, SD&A expenses as a percent of sales in the first quarter
of 2002 were 31.9 percent compared to 31.7 percent in the first quarter of 2001.
The increase in the percentage of SD&A expenses, on a pro forma basis, was
attributable to higher advertising and marketing expenses incurred in the first
quarter of 2002, due in part to the increased volumes, as well as increased
expenses for both the next generation selling system implementation and for the
roll-out of additional components of an enterprise-wide resource planning
system, primarily inventory and demand planning applications. The increase in
SD&A expenses also reflects higher depreciation associated with investments in
technology and cold drink equipment made during fiscal year 2001 and in the
first quarter of 2002.

      Operating income for the first quarter of 2002 and 2001 was as follows (in
millions):
<TABLE>
<CAPTION>
                                           Reported            Percent                Pro Forma            Percent
                                    ----------------------                      ---------------------
                                      2002         2001        Change             2002         2001        Change
                                    --------     ---------     ------           --------     --------      ------
     <S>                            <C>          <C>            <C>             <C>          <C>             <C>
     Domestic                       $   70.0     $   59.2       18.2            $   70.0     $   66.9        4.6
     International                     (11.1)       (12.4)      10.5               (11.1)       (12.1)       8.3
                                    --------     --------                       --------     --------
       Total operating income       $   58.9         46.8       25.9            $   58.9     $   54.8        7.5
                                    ========     ========                       ========     ========
</TABLE>

       In the first quarter of 2002, reported operating income increased $12.1
million, or 25.9 percent. The improvement in reported domestic operating income
includes the benefit of the change in accounting for goodwill from an
amortization method to an impairment-only approach. The Company ceased
amortizing goodwill and other intangible assets with indefinite lives at the
beginning of fiscal year 2002, while the previous year included amortization
expense of $12.3 million. In addition, the first of quarter of 2001 included a
gain associated with the curtailment of the existing salaried pension plans of
$8.9 million and special charges, primarily severance related to organizational
changes, of $4.6 million. Reported international operating losses improved by
$1.3 million, primarily due to strong volume growth and improved margins in the
Central European markets.

       On a pro forma basis, operating income increased $4.1 million, or 7.5
percent, from the first quarter of 2001. Domestic operating income increased
$3.1 million, or 4.6 percent due to increased volume and improved pricing.
International operating losses improved $1 million, or 8.3 percent. As
previously noted, this improvement was due to strong volume growth and margin
improvement in the Central European markets.

       Net interest expense decreased $6.3 million in the first quarter of 2002
to $18.2 million. This decrease was principally due to debt refinancing
completed during the latter part of the first quarter of 2001 and lower rates on
short-term borrowings. The Company also adjusted the mix of fixed rate versus
floating rate debt using interest rate swap agreements, which were favorable in
the current quarter.

       The Company reported other expense of $2.4 million in the first quarter
of 2002 compared to income of $1.5 million reported in the first quarter of
2001. This change occurred due, in part, to losses recorded in non-operating
real estate entities in the current quarter, compared to income recorded in the
first quarter of 2001. The current quarter was also adversely impacted by
foreign currency losses.

                                       11
<PAGE>
      The Company's effective tax rate in the first quarter of 2002 was 39.0
percent compared with 46.2 percent in the first quarter of 2001. Excluding the
special charges and credit recorded in the first quarter of 2001, the effective
tax rate was 48.0 percent. The decrease in the effective in the first quarter of
2002 was primarily due to the Company ceasing amortization of goodwill and other
intangible assets with indefinite lives. A majority of this amortization expense
was not deductible for tax purposes.

                         LIQUIDITY AND CAPITAL RESOURCES

       Net cash provided by operating activities decreased by $18.2 million to
$0.9 million in the first quarter of 2002. This decrease was primarily due to
the increase in receivables in the first quarter of 2002 from sales associated
with the Easter holiday, which occurred in the last week of the current quarter,
and a decline in the receivables included in the securitization program. The
decline in receivables associated with the securitization program resulted
principally from the exclusion of Kmart's receivables being included in the
program, due to Kmart's bankruptcy.

      Investing activities in the first quarter of 2002 included $2.7 million of
cash paid to acquire a full line vending company. Investing activities in the
first quarter of 2001 included $5.1 million paid in connection with the
transaction with Crescent (see Note 4), as well as payments related to the
acquisition of Trinidad and Tobago. The Company made capital investments of
$49.8 million, net of proceeds from asset sales, in its operations in the first
quarter of 2002 compared with $37.7 million in the first quarter of 2001. The
increase primarily resulted from investments in manufacturing capacity, both in
the domestic and international operations, as well as investments in cold drink
equipment and the development of a next generation selling system. The Company
expects to spend approximately $200 million in 2002 for its capital projects.
Proceeds from the sales of investments in the first quarter of 2001 related to
miscellaneous land sales associated with the Company's non-operating real estate
subsidiaries.

      The Company's total debt increased $55.7 million to $1,394.3 million at
the end of the first quarter of 2002, from $1,338.6 million at the end of fiscal
2001. During February and March 2001, the Company issued $200 million and $150
million of notes with coupon rates of 5.95 percent due 2006 and 5.79 percent due
2013, respectively. The notes issued in March 2001 will be remarketed in March
2003, at which time the notes will either be mandatorily purchased and reissued
by the underwriter or mandatorily redeemed by the Company. The notes issued in
March 2001 are included in current maturities on the Condensed Consolidated
Balance Sheet at the end of the first quarter of 2002. Proceeds from these notes
were used to repay outstanding commercial paper. The issuance of common stock
from treasury shares for the exercise of stock options resulted in cash inflows
of $1.1 million in the first quarter of 2002, compared to $6.6 million in the
first quarter of 2001.

      The Company has a revolving credit agreement with maximum borrowings of
$500 million, which acts as a back-up for the Company's $500 million commercial
paper program; accordingly, the Company has a total of $500 million available
under the commercial paper program and revolving credit facility combined. Total
commercial paper borrowings were $292 million at the end of the first quarter of
2002. The Company believes that with its existing operating cash flows,
available lines of credit, and the potential for additional debt and equity
offerings, it will have sufficient resources to fund its future growth and
expansion.

                           FORWARD-LOOKING STATEMENTS

      This quarterly report on Form 10-Q contains certain forward-looking
statements of expected future developments, as defined in the Private Securities
Litigation Reform Act of 1995. The forward-looking statements in this Form 10-Q
refer to the expectations regarding continuing operating improvement and other
matters. These forward-looking statements reflect management's expectations and
are based on currently available data; however, actual results are subject to
future risks and uncertainties, which could materially affect actual
performance. Risks and uncertainties that could adversely affect such future
performance include, but are not limited to, the following: competition,
including product and pricing pressures; changing trends in consumer tastes;
changes in the Company's relationship and/or support programs with PepsiCo and
other brand owners; market acceptance of new product offerings; weather
conditions; cost and availability of raw materials; availability of capital;
labor and employee benefit costs; unfavorable interest rate and currency
fluctuations; costs of legal proceedings; outcomes of environmental claims and
litigation; and general economic, business and political conditions in the
countries and territories where the Company operates.

                                       12
<PAGE>
      These events and uncertainties are difficult or impossible to predict
accurately and many are beyond the Company's control. The Company assumes no
obligation to publicly release the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

      The Company is subject to various market risks, including risks from
changes in commodity prices, interest rates and currency exchange rates.

Commodity Prices

      The risk from commodity price changes relates to the Company's ability to
recover higher product costs through price increases to customers, which may be
limited due to the competitive pricing environment that exists in the soft drink
business. The Company uses financial instruments to hedge price fluctuations for
a portion of its aluminum and fuel requirements over a specified period of time.
Because of the high correlation between commodity prices and the Company's
contractual cost of these products, the Company considers these hedges to be
highly effective. As of the end of the first quarter of 2002, the Company has
hedged a portion of its anticipated aluminum can and fuel purchases through
November 2003 and December 2002, respectively.

Interest Rates

      In the first quarter of 2002, the risk from changes in interest rates was
not material to the Company's operations because a significant portion of the
Company's debt issues were fixed rate obligations. The Company's floating rate
exposure relates to changes in the six month LIBOR rate and the overnight
Federal Funds rate. Assuming consistent levels of floating rate debt with those
held at the end of the first quarter of 2002, a 50 basis point (0.5 percent)
change in each of these rates would not have had a significant impact on the
Company's first quarter 2002 interest expense. The Company has entered into
interest rate swaps to convert a portion of its fixed rate debt to floating rate
debt. The Company had cash equivalents throughout the first quarter of 2002,
principally invested in money market funds and commercial paper, which were most
closely tied to overnight Federal Funds rates. Assuming a change of 50 basis
points in the rate of interest associated with the Company's cash equivalents at
the end of the first quarter of 2002, interest income would not have changed by
a significant amount.

Currency Exchange Rates

      Because the Company operates in international franchise territories, it is
subject to exposure resulting from changes in currency exchange rates. Currency
exchange rates are influenced by a variety of economic factors including local
inflation, growth, interest rates and governmental actions, as well as other
factors. The Company currently does not hedge the translation risks of
investments in its international operations. Any positive cash flows generated
by international operations have been reinvested in the operations, or used to
repay intercompany loans from the manufacturing operations in Poland.

      International operations, based on sales, represented approximately 13
percent of the Company's total operations in the first quarter of 2002. Changes
in currency exchange rates impact the translation of the results of certain
international operations from their local currencies into U.S. dollars. If the
currency exchange rates had changed by five percent in the first quarter of
2002, the Company estimates the impact on reported operating income would not
have been significant. This estimate does not take into account the possibility
that rates can move in opposite directions and that gains in one category may or
may not be offset by losses from another category.

                                       13
<PAGE>
PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

              No material changes to be reported.

Item 5.        Other Information

              On May 3, 2002, the Company announced that shareholders who
              elected the contingent payment alternative in the Company's merger
              with the former PepsiAmericas will not receive additional shares
              of PepsiAmericas common stock based upon adjusted earnings before
              interest, taxes, depreciation and amortization (EBITDA) of the
              territories acquired in the merger for fiscal year 2001. The
              Company's independent auditors issued a report to the Affiliated
              Transaction Committee of the Board of Directors summarizing their
              procedures performed on the Company's calculation of adjusted
              EBITDA for the fiscal year 2001. The committee reviewed and
              accepted the Company's calculation. As a result, the Company's
              calculation became final and binding on PepsiAmericas and each of
              the contingent payment record holders. In addition, the Company
              announced that it expects contingent payment record holders will
              not receive additional shares based upon expected adjusted EBITDA
              of such territories for fiscal year 2002 or for the three-year
              period which began on January 2, 2000. Whether such shares are
              ultimately issued will be determined in accordance with the terms
              of the merger agreement.

Item 6.       Exhibits and Reports on Form 8-K.

     (a).     Exhibits.

              12.   Statement of Calculation of Ratio of Earnings to Fixed
                    Charges.

     (b).           Reports on Form 8-K.

              None.

                                       14
<PAGE>
                                    SIGNATURE

     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 thereunto duly authorized.



                                PEPSIAMERICAS, INC.


Date:  May 14, 2002        By: /s/ G. MICHAEL DURKIN, JR.
       ------------            ------------------------------------------
                               G. Michael Durkin, Jr.
                               Senior Vice President and Chief Financial Officer
                               (As Chief Accounting Officer and Duly
                               Authorized Officer of PepsiAmericas, Inc.)

                                       15