Frito-Lay, Inc., the world's favorite convenient fun food company, announced today that it has partnered with Walt Disney Pictures for a promotion that will give kids free movie tickets (paid for by Frito-Lay) to Disney's ''Atlantis: The Lost Empire.'' The promotion, which runs through July 14, coincides with the release of the highly anticipated summer film Disney's ''Atlantis: The Lost Empire'' on June 15. Specially marked bags of Lay's Potato Chips, Doritos Tortilla Chips, 3-D'S Snacks and Cheetos Cheese Flavored Snacks will feature characters from Disney's ''Atlantis: The Lost Empire'' and an opportunity for kids to see the film at participating theaters. Frito-Lay will pay the first $5.50 off of an adult admission.

''Every summer, families look forward to seeing an exciting new Disney movie. Offering kids movie tickets and a substantial adult discount to the movies is a great way to reward these families for buying our products,'' said Lora DeVuono, Frito-Lay Vice President, Retail Marketing.

The promotion is simple: buy three bags of Frito-Lay products featuring characters from Disney's ''Atlantis: The Lost Empire,'' clip three coupons (one from each bag) and bring them to participating theater box offices to instantly redeem for a kids movie ticket or $5.50 off of an adult admission. Approximately 70 million bags of Frito-Lay products will feature the Atlantis characters and movie offer coupons.

Over 30,000 theaters in the U.S. will redeem the Frito-Lay coupons. Participating movie theaters will accept the Frito-Lay coupons through September 30, 2001.

Frito-Lay (www.fritolay.com), headquartered in Plano, Texas, is the $11 billion snack food division of PepsiCo, Inc. (NYSE: PEP; www.pepsico.com), which is based in Purchase, N.Y. Frito-Lay is the market leader in half of the world's top 10 snack chip markets with operations in 44 countries and a family of global, multi-billion dollar brands including Lay's Potato Chips, Doritos Tortilla Chips, Ruffles Potato Chips and Cheetos Cheese Flavored Snacks.

Walt Disney Pictures' ''ATLANTIS: THE LOST EMPIRE'' opens in theatres nationwide on June 15, 2001.