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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-Q/A

    (Mark One)
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2000

                                      OR

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

                        Commission file number 0-22557


                                 PEAPOD, INC.
            (Exact name of Registrant as specified in its charter)


                Delaware                                36-4118175
      (State or other jurisdiction                     (IRS Employer
   of Incorporation or Organization)                Idenification No.)


                               9933 Woods Drive
                            Skokie, Illinois  60077
              (Address of principal executive offices)(ZIP Code)
                Registrant's Telephone Number:  (847) 583-9400

     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  ____
                             ------

     The number of shares outstanding of the registrant's common stock, $0.01
par value, as of November 10, 2000 was 17,969,504.
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Item 6.    Exhibits and Reports on Form 8-K

(a)  Exhibits  -  The following exhibits are filed herewith or are incorporated
     herein:

     Exhibit No.    Description
     -----------    -----------

        *4.1        Amended and Restated Stockholders Rights Agreement
        +27         Financial Data Schedule

     ____________________
     *Filed herewith
     +Filed with the Company's Quarterly Report on 10-Q for the quarter ended
     September 30, 2000, filed on November 14, 2000.

(b)  On September 12, 2000 the Company filed a Form 8-K announcing that on
     September 7, 2000, the Company issued a press release announcing it's
     acquisition of Streamline.com, Inc.'s operations in Chicago and Washington,
     D.C. and the Company's intention to exit from the Texas and Ohio markets.

     On October 18, 2000 the Company filed a Form 8-K announcing that on October
     12, 2000, the Company entered into the Exchange Agreement with Ahold.
     Under the Exchange Agreement, Ahold agreed to exchange 726,371 shares of
     the Registrant's Series B Preferred Stock held by Ahold for 726,371 shares
     of the Registrant's Series C Preferred Stock.  The Series C Preferred Stock
     has the same terms as the Series B Preferred Stock except that, in lieu of
     a provision for mandatory redemption by the Registrant of the Series B
     Preferred Stock, the Series C Preferred Stock provides for an increase in
     the dividend rate on the Series C. Preferred Stock beginning on June 30,
     2008.

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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 thereunto duly authorized.

                              PEAPOD, INC.


January 12, 2001              /s/ Dan Rabinowitz
                              ------------------
                              Dan Rabinowitz
                              Chief Financial Officer

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