UNITED STATES
                       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 20, 2004 (12 weeks)
                                 -------------------------

                                       OR

___  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  1-14893
                        -------

                         THE PEPSI BOTTLING GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                          13-4038356
   ---------------------------                                ----------
(State or other jurisdiction of                                (I.R.S.
Employer incorporation or organization)                     Identification No.)

   One Pepsi Way, Somers, New York                              10589
   -------------------------------                            ----------
(Address of principal executive offices)                      (Zip Code)

                                  914-767-6000
                                  ------------
              (Registrant's telephone number, including area code)

                                       N/A
                                      -----
  (Former name,  former address and former fiscal year, if changed since last
  report.)

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
                                       ---    ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). YES X  NO
                                               ---    ---

Number of shares of Common Stock outstanding as of April 8, 2004: 257,536,218




<PAGE>



                        The Pepsi Bottling Group, Inc.
                         ------------------------------
                                      Index

                                                                       Page No.
                                                                       --------

Part I     Financial Information

  Item 1.  Financial Statements

           Condensed Consolidated Statements of Operations -
                12 weeks ended March 20, 2004 and March 22, 2003              2

           Condensed Consolidated Statements of Cash Flows -
                12 weeks ended March 20, 2004 and March 22, 2003              3

           Condensed Consolidated Balance Sheets -
                March 20, 2004 and December 27, 2003                          4

           Notes to Condensed Consolidated Financial Statements            5-11

           Independent Accountants' Review Report                            12

  Item 2.  Management's Financial Review                                  13-18

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk        19

  Item 4.  Controls and Procedures                                           19

Part II    Other Information

  Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases
                of Equity Securities                                         20

  Item 5.  Other Information                                                 21

  Item 6.  Exhibits and Reports on Form 8-K                                  21



<PAGE>



                         PART I - FINANCIAL INFORMATION
Item 1.
                         The Pepsi Bottling Group, Inc.
                 Condensed Consolidated Statements of Operations
                 in millions, except per share amounts, unaudited
<TABLE>
<CAPTION>

                                                                                    12 Weeks Ended
                                                                                    --------------
                                                                                 March           March
                                                                                20, 2004       22, 2003
                                                                                --------       --------
<S>                                                                              <C>            <C>
  Net revenues.................................................................  $2,067         $1,874
  Cost of sales................................................................   1,051            927
                                                                                  -----          -----

  Gross profit.................................................................   1,016            947
  Selling, delivery and administrative expenses................................     879            827
                                                                                  -----          -----

  Operating income.............................................................     137            120
  Interest expense, net........................................................      55             53
  Other non-operating expenses, net............................................       -              3
  Minority interest............................................................       6              5
                                                                                  -----          -----

  Income before income taxes...................................................      76             59
  Income tax expense...........................................................      26             20
                                                                                  -----          -----

  Income before cumulative effect of change in accounting principle............      50             39
  Cumulative effect of change in accounting principle, net of tax and
     minority interest.........................................................       -              6
                                                                                  -----          -----

  Net income...................................................................  $   50         $   33
                                                                                  =====          =====

  Basic  earnings  per  share  before  cumulative  effect  of  change in
     accounting principle......................................................  $ 0.19         $ 0.14
  Cumulative effect of change in accounting principle..........................       -          (0.02)
                                                                                  -----          -----
  Basic earnings per share.....................................................  $ 0.19         $ 0.12
                                                                                  =====          =====

  Weighted-average shares outstanding..........................................     260            279

  Diluted  earnings  per  share  before  cumulative  effect of change in
     accounting principle......................................................  $ 0.19         $ 0.14
  Cumulative effect of change in accounting principle..........................       -          (0.02)
                                                                                  -----          -----
  Diluted earnings per share...................................................  $ 0.19         $ 0.12
                                                                                  =====          =====

  Weighted-average shares outstanding..........................................     269            287

     See accompanying notes to Condensed Consolidated Financial Statements.
</TABLE>



                                       2
<PAGE>



                         The Pepsi Bottling Group, Inc.
                 Condensed Consolidated Statements of Cash Flows
                             in millions, unaudited
<TABLE>
<CAPTION>

                                                                                     12 Weeks Ended
                                                                                     --------------
                                                                                  March          March
                                                                                20, 2004       22, 2003
                                                                                --------       --------
<S>                                                                                <C>             <C>
Cash Flows - Operations
 Net income....................................................................  $   50         $   33
 Adjustments to reconcile net income to net cash provided by operations:
   Depreciation................................................................     124            117
   Amortization................................................................       3              2
   Deferred income taxes.......................................................      11              4
   Cumulative effect of change in accounting principle.........................       -              6
   Other non-cash charges and credits, net.....................................      62             64
   Changes in operating working capital, excluding effects of acquisitions:
     Accounts receivable, net..................................................      (3)            51
     Inventories, net..........................................................     (67)           (24)
     Prepaid expenses and other current assets.................................      (2)           (37)
     Accounts payable and other current liabilities............................     (35)          (183)
     Income taxes payable......................................................      (2)            37
                                                                                  -----          -----
   Net change in operating working capital ....................................    (109)          (156)
                                                                                  -----          -----
   Pension contributions.......................................................     (20)             -
   Other, net..................................................................     (10)            (3)
                                                                                  -----          -----

Net Cash Provided by Operations................................................     111             67
                                                                                  -----          -----

Cash Flows - Investments
 Capital expenditures..........................................................    (102)          (112)
 Acquisitions of bottlers......................................................       -            (82)
 Sale of property, plant and equipment.........................................       1              1
                                                                                  -----          -----

Net Cash Used for Investments..................................................    (101)          (193)
                                                                                  -----          -----

Cash Flows - Financing
 Short-term borrowings - three months or less..................................      97            120
 Net proceeds of long-term debt................................................       9              -
 Repayment of long-term debt...................................................  (1,004)             -
 Dividends paid................................................................      (3)            (3)
 Proceeds from exercise of stock options.......................................      13              7
 Purchases of treasury stock...................................................     (86)          (105)
                                                                                  -----          -----

Net Cash (Used for) Provided by Financing......................................    (974)            19
                                                                                  -----          -----

Effect of Exchange Rate Changes on Cash and Cash Equivalents...................      (2)            (1)
                                                                                  -----          -----
Net Decrease in Cash and Cash Equivalents......................................    (966)          (108)
Cash and Cash Equivalents - Beginning of Period................................   1,235            222
                                                                                  -----          -----
Cash and Cash Equivalents - End of Period......................................  $  269         $  114
                                                                                  =====          =====

Supplemental Cash Flow Information
Net third-party interest paid..................................................  $   72         $   76
                                                                                  =====          =====
Income taxes paid (received)...................................................  $   16         $  (19)
                                                                                  =====          =====
</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.



                                       3
<PAGE>



                         The Pepsi Bottling Group, Inc.
                      Condensed Consolidated Balance Sheets
                      in millions, except per share amounts
<TABLE>
<CAPTION>

                                                                               (Unaudited)
                                                                                   March        December
                                                                                 20, 2004       27, 2003
                                                                                 --------       --------
<S>                                                                                <C>            <C>
  Assets
  Current Assets
    Cash and cash equivalents.................................................. $   269        $ 1,235
    Accounts receivable, less allowance of $71 at
         March 20, 2004 and $72 at December 27, 2003...........................     968            994
    Inventories................................................................     441            374
    Prepaid expenses and other current assets..................................     275            268
    Investement in debt defeasance trust.......................................     168            168
                                                                                 ------         ------
            Total Current Assets...............................................   2,121          3,039

  Property, plant and equipment, net...........................................   3,399          3,423
  Other intangible assets, net.................................................   3,558          3,562
  Goodwill.....................................................................   1,391          1,386
  Other assets.................................................................     148            134
                                                                                 ------         ------
            Total Assets....................................................... $10,617        $11,544
                                                                                 ======         ======

  Liabilities and Shareholders' Equity
  Current Liabilities
    Accounts payable and other current liabilities............................. $ 1,175        $ 1,231
    Short-term borrowings......................................................     164             67
    Current maturities of long-term debt.......................................     180          1,180
                                                                                 ------         ------
            Total Current Liabilities..........................................   1,519          2,478

  Long-term debt...............................................................   4,510          4,493
  Other liabilities............................................................     889            875
  Deferred income taxes........................................................   1,430          1,421
  Minority interest............................................................     402            396
                                                                                 ------         ------
            Total Liabilities..................................................   8,750          9,663
                                                                                 ------         ------

  Shareholders' Equity
     Common stock, par value $0.01 per share:
         authorized 900 shares, issued 310 shares..............................       3              3
     Additional paid-in capital................................................   1,742          1,743
     Retained earnings.........................................................   1,519          1,471
     Accumulated other comprehensive loss......................................    (377)          (380)
     Deferred compensation.....................................................      (5)            (4)
     Treasury stock: 51 shares and 49 shares at March 20, 2004 and December 27,
        2003, respectively, at cost............................................  (1,015)          (952)
                                                                                 ------         ------
            Total Shareholders' Equity.........................................   1,867          1,881
                                                                                 ------         ------
            Total Liabilities and Shareholders' Equity........................  $10,617        $11,544
                                                                                 ======         ======
</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>



Notes to Condensed Consolidated Financial Statements
Tabular dollars in millions, except per share data
--------------------------------------------------------------------------------

Note 1 - Basis of Presentation
     The Pepsi  Bottling  Group,  Inc.  ("PBG" or the  "Company") is the world's
largest manufacturer, seller and distributor of Pepsi-Cola beverages, consisting
of bottling  operations  located in the United States,  Mexico,  Canada,  Spain,
Greece, Russia and Turkey. When used in these Condensed  Consolidated  Financial
Statements, "PBG," "we," "our" and "us" each refers to the Pepsi Bottling Group,
Inc. and,  where  appropriate,  to Bottling  Group,  LLC ("Bottling  LLC"),  our
principal operating subsidiary.

     As of March 20, 2004,  PepsiCo Inc.'s  ("PepsiCo")  ownership  consisted of
41.0% of our outstanding common stock and 100% of our outstanding Class B common
stock,  together  representing  46.2% of the voting  power of all classes of our
voting  stock.  PepsiCo also owns  approximately  6.8% of the equity of Bottling
LLC.

     The accompanying Condensed Consolidated Balance Sheet at March 20, 2004 and
the Condensed  Consolidated  Statements of Operations  and Cash Flows for the 12
weeks ended March 20,  2004 and March 22, 2003 have not been  audited,  but have
been prepared in conformity with accounting principles generally accepted in the
United States for interim  financial  information  and with the  instructions to
Form  10-Q and  Article  10 of  Regulation  S-X.  These  Condensed  Consolidated
Financial Statements should be read in conjunction with the audited consolidated
financial statements for the fiscal year ended December 27, 2003 as presented in
our Annual  Report on Form 10-K.  In the  opinion of  management,  this  interim
information  includes  all  material  adjustments,  which  are of a  normal  and
recurring nature, necessary for a fair presentation.

     Our U.S. and Canadian  operations  report using a fiscal year that consists
of 52 weeks, ending on the last Saturday in December.  Every five or six years a
53rd week is added. Our remaining  countries report using a calendar year basis.
Accordingly, we recognize our quarterly business results as outlined below:

        Quarter               U.S. & Canada              Mexico & Europe
        -------               -------------              ---------------
     First Quarter              12 weeks               January and February
    Second Quarter              12 weeks               March, April and May
     Third Quarter              12 weeks               June, July and August
    Fourth Quarter              16 weeks                September, October,
                                                       November and December

Note 2 - Seasonality of Business
     The results for the first  quarter are not  necessarily  indicative  of the
results that may be expected for the full year because of business  seasonality.
The seasonality of our operating  results arises from higher sales in the second
and third quarters  versus the first and fourth  quarters of the year,  combined
with the impact of fixed costs, such as depreciation and interest, which are not
significantly impacted by business seasonality.



                                       5
<PAGE>



Note 3 - New Accounting Standards

     EITF 02-16

     In  January  2003,  the  Emerging  Issues  Task  Force  ("EITF")  reached a
consensus on Issue No. 02-16,  "Accounting by a Customer  (Including a Reseller)
for Certain  Consideration  Received from a Vendor,"  addressing the recognition
and income statement  classification  of various cash  consideration  given by a
vendor to a customer.  The consensus  requires  that certain cash  consideration
received by a customer  from a vendor is presumed to be a reduction of the price
of the vendor's  products,  and therefore should be characterized as a reduction
of cost of sales when  recognized in the  customer's  income  statement,  unless
certain criteria are met. EITF Issue No. 02-16 became effective beginning in our
fiscal year 2003.  Prior to 2003, we  classified  worldwide  bottler  incentives
received from PepsiCo and other brand owners as  adjustments to net revenues and
selling,  delivery and administrative expenses depending on the objective of the
program.  In accordance with EITF Issue No. 02-16,  we have  classified  certain
bottler  incentives  as a reduction of cost of sales  beginning in 2003.  During
2003,  we  recorded a  transition  adjustment  of $6  million,  net of taxes and
minority interest of $1 million,  for the cumulative effect on prior years. This
adjustment  reflects the amount of bottler  incentives that can be attributed to
our 2003 beginning inventory balances.

     FASB Staff Position FAS 106-1

     During 2003, the Medicare Prescription Drug,  Improvement and Modernization
Act of 2003 (the "Act") was passed into law. The reported postretirement benefit
obligation  in our  Condensed  Consolidated  Balance  Sheet does not reflect the
effects   of  the  Act.   We  do   provide   prescription   drug   benefits   to
Medicare-eligible  retirees  but have  elected to defer  recognition  of the Act
until the  Financial  Accounting  Standards  Board  ("FASB")  provides  guidance
regarding its accounting  treatment.  This deferral  election is permitted under
FASB Staff  Position  FAS 106-1.  We do not believe the adoption of the Act will
have a material impact on our  consolidated  results of operations and financial
position.

     Share-Based Payments

     The FASB has issued an exposure  draft  proposing to expense the fair value
of  share-based  payments  to  employees  beginning  in 2005.  We are  currently
evaluating the impact of this proposed standard on our financial statements.

Note 4 - Stock-Based Compensation

     During 2002,  the FASB issued  Statement of Financial  Accounting  Standard
("SFAS")  No.  148  "Accounting  for  Stock-Based   Compensation-Transition  and
Disclosure,"  which provides  alternative  methods of accounting for stock-based
compensation and amends SFAS No. 123 "Accounting for Stock-Based  Compensation."
We measure stock-based  compensation expense using the intrinsic value method in
accordance with Accounting  Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees,"  and its related  interpretations.  Accordingly,
compensation expense for stock option grants to our employees is measured as the
excess of the  quoted  market  price of common  stock at the grant date over the
amount the employee must pay for the stock. Our policy is to grant stock options
at fair value on the date of grant.  As allowed by SFAS No. 148, we have elected
to continue to apply the intrinsic  value-based  method of accounting  described
above,  and have adopted the disclosure  requirements of SFAS No. 123. If we had
measured  compensation  cost for the stock awards granted to our employees under
the  fair-value  based method  prescribed by SFAS No. 123, net income would have
been changed to the pro forma amounts set forth below:



                                       6
<PAGE>



<TABLE>
<CAPTION>

                                                                                      12 Weeks Ended
                                                                                     ----------------
                                                                                     March      March
                                                                                   20, 2004   22, 2003
                                                                                   --------   --------
Net income:
<S>                                                                                <C>         <C>
As reported.................................................................       $  50       $  33
Add: Total stock-based employee compensation expense
          included in reported net income, net of taxes and
          minority interest.................................................           -           1
Less: Total stock-based employee compensation expense determined
          under fair-value based method for all awards, net of taxes
          and minority interest.............................................         (10)        (10)
                                                                                    ----        ----
Pro forma...................................................................       $  40       $  24
                                                                                    ====        ====


Earnings per share:
Basic - as reported.........................................................       $0.19       $0.12
Basic - pro forma...........................................................       $0.16       $0.09

Diluted - as reported.......................................................       $0.19       $0.12
Diluted - pro forma.........................................................       $0.15       $0.08
</TABLE>

     Pro forma compensation cost measured for stock options granted to employees
is  amortized  using a  straight-line  basis over the vesting  period,  which is
typically three years.

     The fair value of PBG stock  options  used to compute  pro forma net income
disclosures  was  estimated  on  the  date  of  grant  using  the  Black-Scholes
option-pricing model based on the following weighted-average assumptions:
<TABLE>
<CAPTION>

                                                                                     12 Weeks Ended
                                                                                    ----------------
                                                                                     March     March
                                                                                   20, 2004   22, 2003
                                                                                   --------   --------
<S>                                                                                  <C>        <C>
Risk-free interest rate.....................................................           3.2%       2.9%
Expected life...............................................................        6 years    6 years
Expected volatility.........................................................            35%        37%
Expected dividend yield.....................................................          0.68%      0.17%

Note 5 - Inventories
                                                                                     March    December
                                                                                   20, 2004   27, 2003
                                                                                   --------   --------
Raw materials and supplies..................................................        $   163    $   140
Finished goods..............................................................            278        234
                                                                                     ------     ------
                                                                                    $   441    $   374
                                                                                     ======     ======


Note 6 - Property, plant and equipment, net
                                                                                     March    December
                                                                                   20, 2004   27, 2003
                                                                                   --------   --------
Land.......................................................................         $   240    $   241
Buildings and improvements.................................................           1,190      1,185
Manufacturing and distribution equipment...................................           3,064      3,028
Marketing equipment........................................................           2,138      2,131
Other......................................................................             175        176
                                                                                     ------     ------
                                                                                      6,807      6,761
Accumulated depreciation...................................................          (3,408)    (3,338)
                                                                                     ------     ------
                                                                                    $ 3,399    $ 3,423
                                                                                     ======     ======
</TABLE>



                                       7
<PAGE>



Note 7 - Other intangible assets, net and Goodwill
<TABLE>
<CAPTION>

                                                                                     March    December
                                                                                   20, 2004   27, 2003
Intangibles subject to amortization:                                               --------   --------
     Gross carrying amount:
<S>                                                                                 <C>        <C>
         Customer relationships and lists .................................         $    47    $    42
         Franchise rights..................................................              23         23
         Other identified intangibles......................................              27         27
                                                                                     ------     ------
                                                                                         97         92
                                                                                     ------     ------
     Accumulated amortization:
         Customer relationships and lists .................................              (4)        (3)
         Franchise rights..................................................             (11)       (10)
         Other identified intangibles......................................             (13)       (12)
                                                                                     ------     ------
                                                                                        (28)       (25)
                                                                                     ------     ------
Intangibles subject to amortization, net...................................              69         67
                                                                                     ------     ------

Intangibles not subject to amortization:
     Carrying amount:
         Franchise rights..................................................           2,895      2,908
         Distribution rights...............................................             290        286
         Trademarks........................................................             210        207
         Other identified intangibles......................................              94         94
                                                                                     ------     ------
         Intangibles not subject to amortization...........................           3,489      3,495
                                                                                     ------     ------
Total other intangible assets, net.........................................         $ 3,558    $ 3,562
                                                                                     ======     ======

Goodwill...................................................................         $ 1,391    $ 1,386
                                                                                     ======     ======
</TABLE>


     For intangible  assets subject to amortization,  we calculate  amortization
expense on a straight-line  basis over the period we expect to receive  economic
benefit. Total amortization expense was $3 million and $2 million for the twelve
weeks   ended   March  20,   2004  and  March  22,   2003,   respectively.   The
weighted-average  amortization period for each category of intangible assets and
their estimated  aggregate  amortization  expense expected to be recognized over
the next five years are as follows:

<TABLE>
<CAPTION>

                                         Weighted-Average  Estimated Aggregate Amortization Expense to be Incurred
                                         ----------------  -------------------------------------------------------
                                          Amortization
                                          ------------
                                             Period
                                             ------

                                                           Balance of                 Fiscal Year Ending
                                                           ----------                 ------------------
                                                             2004          2005       2006         2007         2008
                                                             ----          ----       ----         ----         ----
<S>                                        <C>                <C>           <C>        <C>          <C>          <C>
Customer relationships and lists.........  17-20 years        $2            $3         $3           $3           $3
Franchise rights.........................      5 years        $3            $5         $2           $1           $-
Other identified intangibles.............      6 years        $4            $4         $3           $2           $1
</TABLE>



                                       8
<PAGE>



Note 8 -  Pension and Postretirement Benefit Plans

     Pension Benefits

     Our U.S. employees  participate in noncontributory  defined benefit pension
plans, which cover  substantially all full-time salaried  employees,  as well as
most  hourly  employees.  Benefits  generally  are based on years of service and
compensation,  or stated amounts for each year of service.  All of our qualified
plans are funded and  contributions  are made in amounts  not less than  minimum
statutory funding  requirements and not more than the maximum amount that can be
deducted for U.S.  income tax purposes.  Our net pension expense for the defined
benefit plans for our operations outside the U.S. was not significant and is not
included in the tables presented below.

     Our U.S.  employees are also eligible to  participate in our 401(k) savings
plans,  which  are  voluntary  defined  contribution  plans.  We  make  matching
contributions to the 401(k) savings plans on behalf of participants  eligible to
receive such  contributions.  If a participant  has one or more but less than 10
years of  eligible  service,  our match  will  equal  $0.50 for each  dollar the
participant  elects  to  defer  up  to 4%  of  the  participant's  pay.  If  the
participant has 10 or more years of eligible service, our match will equal $1.00
for each dollar the  participant  elects to defer up to 4% of the  participant's
pay.

     Components of our pension expense for the twelve weeks ended March 20, 2004
and March 22, 2003 are as follows:
<TABLE>
<CAPTION>



                                                                            12 Weeks Ended
                                                                           ----------------
                                                                           March      March
                                                                         20, 2004    22, 2003
                                                                         --------    --------

<S>                                                                         <C>         <C>
Service cost....................................................            $ 10        $  9
Interest cost...................................................              16          14
Expected return on plan assets..................................             (19)        (15)
Amortization of prior service cost..............................               1           1
Amortization of net loss........................................               6           3
                                                                             ---         ---
Net pension expense for the defined benefit plans...............              14          12
                                                                             ---         ---

Defined contribution plans expense..............................               5           5
                                                                             ---         ---

Total pension expense recognized in the Condensed Consolidated
Statements of Operations........................................            $ 19        $ 17
                                                                             ===         ===
</TABLE>




                                       9
<PAGE>



     Postretirement Benefits

     Our  postretirement  plans  provide  medical  and life  insurance  benefits
principally to U.S.  retirees and their  dependents.  Employees are eligible for
benefits if they meet age and service  requirements  and qualify for  retirement
benefits.  The plans are not funded and since 1993 have  included  retiree  cost
sharing.

     Components  of our  postretirement  benefits  expense for the twelve  weeks
ended March 20, 2004 and March 22, 2003 are as follows:

<TABLE>
<CAPTION>

                                                                           12 Weeks Ended
                                                                           ---------------
                                                                           March       March
                                                                         20, 2004    22, 2003
                                                                         --------    --------

<S>                                                                         <C>         <C>
     Service cost....................................................       $  1        $  1
     Interest cost...................................................          4           4
     Amortization of net loss........................................          1           1
                                                                             ---         ---
     Net postretirement benefits expense recognized in the Condensed
     Consolidated Statements of Operations...........................       $  6        $  6
                                                                             ===         ===
</TABLE>



     We expect to  contribute  $100 million to our pension  plans in 2004. As of
March 20,  2004,  $20 million of  contributions  to our pension  plans have been
made.

Note 9 - Geographic Data
     We operate in one industry, carbonated soft drinks and other ready-to-drink
beverages. We conduct business in all or a portion of the United States, Mexico,
Canada, Spain, Russia, Greece and Turkey.

<TABLE>
<CAPTION>

     Net Revenues                                                           12 Weeks Ended
     -------------                                                           --------------
                                                                          March        March
                                                                         20, 2004    22, 2003
                                                                         --------    --------
<S>                                                                      <C>         <C>
     U.S...........................................................      $ 1,626     $ 1,496
     Mexico........................................................          158         157
     Other countries...............................................          283         221
                                                                          ------      ------
                                                                         $ 2,067     $ 1,874
                                                                          ======      ======

     Long-Lived Assets                                                    March      Decemeber
     -----------------                                                   20, 2004    27, 2003
                                                                         --------    --------
     U.S...........................................................      $ 5,723     $ 5,723
     Mexico........................................................        1,446       1,432
     Other countries...............................................        1,327       1,350
                                                                          ------      ------
                                                                         $ 8,496     $ 8,505
                                                                          ======      ======
</TABLE>



                                       10
<PAGE>



Note 10 - Comprehensive Income
<TABLE>
<CAPTION>

                                                                            12 Weeks Ended
                                                                            --------------
                                                                           March      March
                                                                         20, 2004    22, 2003
                                                                         --------    --------
<S>                                                                          <C>         <C>
     Net income......................................................        $50         $33
     Currency translation adjustment.................................          2         (24)
     Cash flow hedge adjustment (a)..................................          1           7
                                                                             ---         ---
     Comprehensive income............................................        $53         $16
                                                                             ===         ===
</TABLE>

     (a) Net of minority  interest and taxes of $1 and $6 for the 12 weeks ended
     March 20, 2004 and March 22, 2003, respectively.

Note 11 - Contingencies

     We are subject to various  claims and  contingencies  related to  lawsuits,
taxes and  environmental  and other matters  arising out of the normal course of
business.  We believe  that the ultimate  liability  arising from such claims or
contingencies,  if any, in excess of amounts already recognized is not likely to
have a material adverse effect on our results of operations, financial condition
or liquidity.

Note 12 - Subsequent Event

     On March 30,  2004,  we  repaid  our $160  million  9.75%  senior  notes by
liquidating our investments in our debt defeasance trust.



                                       11
<PAGE>



                     Independent Accountants' Review Report
                     --------------------------------------

Shareholders of
The Pepsi Bottling Group, Inc:

We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Pepsi  Bottling  Group,  Inc. and  subsidiaries  as of March 20,  2004,  and the
related condensed  consolidated  statements of operations and cash flows for the
twelve  weeks  ended  March  20,  2004  and  March  22,  2003.  These  condensed
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope than an audit conducted in accordance with auditing
standards  generally accepted in the United States of America,  the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with accounting  principles  generally  accepted in the
United States of America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of The
Pepsi Bottling  Group,  Inc. and  subsidiaries  as of December 27, 2003, and the
related consolidated statements of operations,  changes in shareholders' equity,
and cash flows for the fifty-two  week period then ended not  presented  herein;
and in our report dated January 27, 2004, we expressed an unqualified opinion on
those consolidated  financial  statements.  In our opinion,  the information set
forth in the accompanying  condensed  consolidated  balance sheet as of December
27,  2003,  is fairly  stated,  in all  material  respects,  in  relation to the
consolidated balance sheet from which it has been derived.


                                                               /s/ KPMG LLP
New York, New York
April 13, 2004



                                       12
<PAGE>



Item 2.
Management's Financial Review
-----------------------------
Tabular dollars in millions, except per share data

OVERVIEW
--------

     The Pepsi  Bottling  Group,  Inc.  ("PBG" or the  "Company") is the world's
largest manufacturer,  seller and distributor of Pepsi-Cola  beverages.  We have
the exclusive right to manufacture,  sell and distribute Pepsi-Cola beverages in
all or a portion of the United States, Mexico, Canada, Spain, Greece, Russia and
Turkey. When used in these Condensed Consolidated  Financial Statements,  "PBG,"
"we," "our" and "us" each refers to the Pepsi  Bottling  Group,  Inc. and, where
appropriate, to Bottling Group, LLC, our principal operating subsidiary.

     Management's  Financial  Review  should  be read in  conjunction  with  the
accompanying  unaudited financial  statements and our Annual Report on Form 10-K
for  the  fiscal  year  ended  December  27,  2003,  which  include   additional
information about our accounting  policies,  practices and the transactions that
underlie our financial results.

Financial Performance Summary
-----------------------------

<TABLE>
<CAPTION>

                                                                       12 Weeks Ended
                                                                       --------------
                                                                      March      March            %
                                                                    20, 2004    22, 2003       Change
                                                                    --------    --------       ------

<S>                                                                  <C>         <C>             <C>
Net revenues....................................................     $2,067      $1,874          10%

Operating income................................................        137         120          14%

Income before cumulative effect of change in
accounting principle 1..........................................         50          39          28%

Net income......................................................         50          33          51%

Diluted earnings per share before  cumulative effect
of change in accounting principle 1, 2..........................     $ 0.19      $ 0.14          37%

Diluted earnings per share 2....................................     $ 0.19      $ 0.12          61%
</TABLE>


1 - Cumulative  effect of change in  accounting  principle  for the twelve weeks
ended March 22, 2003,  reflects the impact of adoption of EITF Issue No.  02-16.
See Note 3 - New  Accounting  Standards in the Notes to  Condensed  Consolidated
Financial Statements for more information.

2 - Percentage  change for diluted  earnings per share and diluted  earnings per
share before cumulative  effect of change in accounting  principle is calculated
by using earnings per share data that is expanded to the fourth decimal place.

     Our diluted earnings per share,  before the cumulative  effect of change in
accounting  principle,  increased 37%  reflecting  strong topline  results.  Our
worldwide  volume  increased  5% in the  first  quarter  due  to  our  continued
executional focus on building our brands,  introducing new products and packages
and revitalizing  our cold drink business.  There was solid volume growth across
our territories in the U.S., Canada and Europe. In Mexico,  physical case volume
was down 2% for the quarter, however, we saw improving trends in our eight-ounce
equivalent case volume (one  eight-ounce  case is equal to 192 U.S. fluid ounces
of finished  beverages),  resulting  from the continued  success of the upsizing
initiatives  of the 2.5-liter  carbonated  soft drink package and the 5.25-liter
ELECTROPURA bottle.



                                       13
<PAGE>



     From a net revenue  perspective,  we have remained committed to our pricing
principles,  which center on consumer value and remaining  competitive.  This is
evident in our results,  as worldwide  net revenue per case  increased 5%, which
includes two points of benefit from foreign currency.

     We generated  strong cash flows from  operations for the quarter.  On March
25, 2004, we announced an increase to our annual dividend, raising it from $0.04
to $0.20.  In  addition,  our Board  expanded  our share  repurchase  program by
authorizing the repurchase of another 25 million  shares.  This brings the total
number of shares  authorized  for  repurchase  to 100 million  since the program
began in late 1999.

     For the remainder of 2004, we continue to expect solid worldwide  operating
income  growth in the  mid-single  digits  versus the prior year and to generate
diluted EPS of $1.62 to $1.70 for the full year. Based on stronger than expected
growth in the early part of the year, we are  increasing  our  expectations  for
full year worldwide volume growth to 2% to 3% and worldwide net revenue per case
growth to 2%.


Volume

                                                              12 Weeks Ended
                                                             March 20, 2004 vs.
                                                              March 22, 2003
                                                              --------------
     Total Worldwide Volume Change........................           5 %
                                                                    ====

     Our  worldwide  reported  physical  case volume  increased  5% in the first
quarter of 2004, driven primarily from increases in the U.S., Canada and Europe,
partially offset by a decline in Mexico.

     In the U.S., volume increased by 6%, reflecting balanced growth in both the
cold-drink  and take-home  channels of our business.  From a brand  perspective,
there was improvement in our diet portfolio and brand PEPSI,  resulting from our
increased  executional  focus on  colas.  One of our  priorities  for 2004 is to
ensure we have the appropriate  space allocation for brand PEPSI and DIET PEPSI.
During the quarter,  we have added  thousands of incremental  racks in our large
and small format  locations to increase the presence of our core carbonated soft
drink products.  In addition,  as consumers  sought more variety,  we saw strong
growth in AQUAFINA, coupled with product introductions such as PEPSI VANILLA and
TROPICANA juice drinks.

     Outside the U.S., our volumes  increased 4%, reflecting solid volume growth
from Canada and Europe,  partially offset by a 2% decline in Mexico. Declines in
Mexico's  physical  case  volume  were  broadly  in line  with our  expectations
resulting from decreases in our carbonated soft drink and jug water  categories.
However,  our volume on an  eight-ounce  equivalent  case basis,  increased  2%,
resulting  from  the  continued  success  of  the  upsizing  initiatives  of the
2.5-liter carbonated soft drink package and the 5.25-liter ELECTROPURA bottle.

     In Europe,  volume grew 15% in the quarter,  led by strong  performances in
Russia and  Turkey,  which both  delivered  volume  growth of more than 20%.  In
Russia, we had solid growth in our core brands,  coupled with contributions from
new product and package  introductions,  including  PEPSI X and our 5-liter AQUA
MINERALE package.  In Turkey,  there was improved  execution in the marketplace,
particularly with our large format customers,  resulting from the realignment of
our sales force and consolidation of our distributors.

     Canada's base business volume increased 4% for the quarter driven by growth
in our large and small  format  segments.  (The term  "base  business"  reflects
territories  that we owned  and  operated  for  comparable  periods  in both the
current year and the prior year.) Innovation  contributed to the growth with the
successful launch of TROPICANA TWISTER and our eight-ounce can package.

     Our worldwide  volume in the second  quarter of 2004 is expected to grow 2%
to 3%, reflecting growth in the United States of 2% to 3% and a continued strong
performance in Europe. In Mexico, we expect physical case volume declines in the
second quarter consistent with our first quarter's performance.



                                       14
<PAGE>



Net Revenues

                                                               12 Weeks Ended
                                                              March 20, 2004 vs.
                                                               March 22, 2003
                                                               --------------
   Volume impact..........................................             5 %
   Rate / mix impact......................................             3 %
   Currency translation...................................             2 %
                                                                      ----
      Total Worldwide Net Revenues Change.................            10 %
                                                                      ====

     Net  revenues  were $2.1  billion  for the  first  quarter  of 2004,  a 10%
increase over the similar period in the prior year. Approximately 79% of our net
revenues  was  generated  in the  United  States,  8% of our  net  revenues  was
generated  in Mexico and the  remaining  13% was  generated  outside  the United
States  and  Mexico.  The  increase  in net  revenues  in  2004  was  driven  by
improvements in volume and net revenue per case,  coupled with favorable foreign
currency translations in Canada and Europe.

     In the U.S.,  net revenues  increased 9%, which includes a 1% increase from
acquisitions  and over a 2% increase in net revenue per case.  We have  remained
committed  to our pricing  principles  and were able to execute our planned rate
increases for the first quarter. Improvement in our net revenue per case was due
to both rate increases and the mix of products we sold,  driven by a strong cold
drink  performance  and a package  mix shift.  We expect this trend of net price
increases to continue through the remainder of the year.

     Net  revenues  outside the U.S.  grew  approximately  17%,  reflecting  the
favorable impact from foreign exchange,  improvement in volume and the impact of
rate and mix. The  combination of rate increases and the mix of products we sold
contributed four points of growth to net revenues outside the United States. The
increase  in rate and mix was  driven  primarily  by Mexico  resulting  from the
impact of higher priced packages.

     We expect our worldwide net revenue per case to grow about 2% in the second
quarter of 2004.

Cost of Sales

                                                               12 Weeks Ended
                                                              March 20, 2004 vs.
                                                               March 22, 2003
                                                               --------------
   Volume impact..........................................             5 %
   Cost per case impact...................................             6 %
   Currency translation...................................             2 %
                                                                      ----
      Total Worldwide Cost of Sales Change................            13 %
                                                                      ====

     Cost of sales was $1.1 billion in the first quarter of 2004, a 13% increase
over the prior year.  The increase in cost of sales was due  primarily to volume
and cost per case increases coupled with the negative impact of foreign currency
translation in Canada and Europe.

     In the U.S.,  cost of sales  increased by 12%, which includes a 1% increase
from acquisitions and a 5% increase in cost per case. Increases in cost per case
have  resulted  from  the  impact  of  higher  priced  packages,  including  our
non-carbonated  products,  coupled with higher commodity costs, which we started
to encounter in the second and third quarters of last year.

     Cost of sales outside the U.S. grew by 19%,  reflecting the negative impact
from foreign  currency  translation,  coupled with growth in volume and cost per
case increases of 7%. Cost per case increases  outside the U.S. were driven by a
mix shift  into  higher  priced  packages,  coupled  with  increases  in certain
commodity costs.



                                       15
<PAGE>



     We  expect  our  worldwide  cost of sales  per case to grow 3% to 5% in the
second  quarter  and for the full  year.  While we will begin to lap some of the
commodity rate increases we experienced last year, we expect the unfavorable mix
impact we experienced in the first quarter to continue.

Selling, Delivery and Administrative Expenses

                                                                12 Weeks Ended
                                                              March 20, 2004 vs.
                                                                March 22, 2003
                                                                -------------
   Cost performance.......................................             4 %
   Currency translation...................................             2 %
                                                                      ----
      Total Worldwide Selling, Delivery and
      Administrative Expenses Change......................             6 %
                                                                      ====

     Selling,  delivery  and  administrative  expenses  were $879 million in the
first  quarter of 2004,  a 6%  increase  over the prior  year.  The  increase in
selling,  delivery and administrative expenses resulted from the negative impact
of foreign currency translation in Canada and Europe and an increase in our cost
performance.   Our  worldwide  cost  performance  increased  4%  resulting  from
additional  variable  costs  associated  with  volume  growth and  increases  in
employee benefits and depreciation costs.

     Selling, delivery and administrative expenses for the full year is expected
to grow in the low-single digits.

Operating Income

                                                                12 Weeks Ended
                                                              March 20, 2004 vs.
                                                                March 22, 2003
                                                                --------------
   Gross margin rate/mix impact...........................             2 %
   Volume.................................................            39 %
   SD&A impact............................................           (26)%
   Currency translation...................................            (1)%
                                                                     -----
      Total Worldwide Operating Income Change.............            14 %
                                                                     =====

     Operating   income  was  $137  million  in  the  first   quarter  of  2004,
representing  a 14% increase  over 2003.  The  increase in operating  profit was
driven  primarily  by  topline  growth  in the U.S,  partially  offset by higher
worldwide selling, delivery and administrative costs.

     Operating  profit  in  the  second  quarter  is  expected  to  grow  in the
mid-single  digits driven by the continued  strong  topline  growth in the U.S.,
Europe and Canada.

Interest Expense, net

     Interest expense, net increased by $2 million to $55 million, when compared
with 2003,  largely due to the  additional  $1.2  billion of debt issued  during
2003. This was partially offset by the lower effective interest rate achieved on
our fixed  rate  long-term  debt  from the use of  interest  rate  swaps and the
repayment of $1 billion of our debt in February 2004.

Income Tax Expense

     For the first quarter of 2004,  our effective tax rate was 34.4%,  compared
with our effective  tax rate of 34.25% in the first quarter of 2003.  The slight
increase  in  the  effective  tax  rate  is  primarily  due  to an  increase  in
anticipated pre-tax income in jurisdictions with higher tax rates.



                                       16
<PAGE>



Liquidity and Capital Resources
-------------------------------
Cash Flows

     Our net cash  provided  by  operations  of $111  million  was driven by the
strong cash flow  generated  from the sale of our products.  Net operating  cash
flow in 2004 grew by $44 million over the prior year due to payments  related to
the settlement of our New Jersey wage and hour  litigation in the prior year and
timing of working capital  payments,  partially  offset by the timing of pension
contributions during 2004.

     Net cash used for  investments  decreased  by $92  million to $101  million
reflecting lower acquisition spending.

     Net cash used for  financing  increased  by $993  million  to $974  million
driven by the  repayment  of  long-term  debt and lower  short-term  borrowings,
partially offset by lower share repurchases and higher stock option exercises.

     For the full year in 2004,  we  expect  to  achieve  net cash  provided  by
operations  of  approximately  $1.2  billion.  In  addition,  we expect  capital
expenditures to be between $675 million and $700 million.

Liquidity and Capital Resources

     We  believe  that our  future  cash flows  from  operations  and  borrowing
capacity  will  be  sufficient  to  fund  capital  expenditures,   acquisitions,
dividends  and  working  capital   requirements  for  the  foreseeable   future.
Additionally,  we are  currently in  compliance  with all debt  covenants in our
indenture agreements and credit facilities.

     During the first  quarter we repaid our $1 billion  5.38% senior notes with
the proceeds we received from debt issued in the prior year.

     We have a $500 million  commercial  paper  program that is supported by two
$250 million credit facilities, which are guaranteed by Bottling Group, LLC. One
of the credit  facilities  expires in April 2004, and the other credit  facility
expires in April  2008.  We are in the  process of  renegotiating  these  credit
facility  contracts.  We have  used  these  credit  facilities  to  support  our
commercial  paper  program in 2004 and 2003.  We had $84 million and $87 million
outstanding  in  commercial  paper,  at March  20,  2004  and  March  22,  2003,
respectively.

     Due to the  nature of our  business,  we  require  insurance  coverage  for
certain  casualty  risks.  Given the rapidly  increasing  costs  associated with
obtaining  third-party insurance coverage for our casualty risks in the U.S., we
moved to a  self-insurance  program in 2002.  In 2004, we are  self-insured  for
workers'  compensation  and automobile  risks for occurrences up to $10 million,
and product and general  liability risks for  occurrences up to $5 million.  For
losses exceeding our self insurance  threshold,  we purchased casualty insurance
from a third party.

     Subsequent  to quarter end, on March 30,  2004,  we repaid our $160 million
9.75% senior notes by liquidating our investments in our debt defeasance trust.

Contractual Obligations

     As of March 20,  2004,  there have been no  material  changes  outside  the
normal course of business in the contractual obligations disclosed in Exhibit 13
to our Annual  Report on Form 10-K for the fiscal year ended  December 27, 2003,
under the caption  "Contractual  Obligations,"  other than the  repayment of our
long-term debt discussed above.



                                       17
<PAGE>



Cautionary Statements



     Except for the historical  information  and discussions  contained  herein,
statements contained in this Form 10-Q may constitute forward-looking statements
as defined  by the  Private  Securities  Litigation  Reform  Act of 1995.  These
forward-looking   statements  are  based  on  currently  available  competitive,
financial and economic data and our operating plans.  These statements involve a
number of risks, uncertainties and other factors that could cause actual results
to be  materially  different.  Among the  events  and  uncertainties  that could
adversely affect future periods are:
o    changes in our relationship with PepsiCo that could have a material adverse
     effect on our business and financial results;
o    restrictions  imposed by PepsiCo on our raw material  suppliers  that could
     increase our costs;
o    decreased  demand for our  product  resulting  from  changes in  consumers'
     preferences;
o    an inability  to achieve  volume  growth  through  product and  packaging
     initiatives;
o    lower-than-expected  net pricing resulting from marketplace  competition
     and  competitive  pressures that may cause channel and product mix to shift
     from more profitable cold drink channels and packages;
o    material  changes  from  expectations  in the cost of raw  materials  and
     ingredients;
o    an inability to achieve cost savings;
o    an  inability  to achieve the  expected  timing for returns on cold drink
     equipment and related infrastructure expenditures;
o    material  changes in expected levels of bottler  incentive  payments from
     PepsiCo;
o    changes in product category consumption;
o    unfavorable weather conditions in our markets;
o    unforeseen economic and political changes;
o    possible recalls of our products;
o    an  inability  to meet  projections  for  performance  in newly  acquired
     territories;
o    changes in laws and  regulations,  including  restrictions on the sale of
     carbonated  soft  drinks  in  schools,  changes  in  food  and  drug  laws,
     transportation  regulations,  employee safety rules, labor laws, accounting
     standards,  taxation  requirements  (including  unfavorable  outcomes  from
     audits performed by various tax authorities) and environmental laws;
o    changes in our debt ratings; and
o    material  changes in expected  interest and currency  exchange  rates and
     unfavorable market performance of our pension plan assets.



                                       18
<PAGE>



Item 3.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
     The  overall  risks to our  international  businesses  include  changes  in
foreign  governmental  policies,  and other political or economic  developments.
These  developments may lead to new product  pricing,  tax or other policies and
monetary fluctuations, which may adversely impact our business. In addition, our
results  of  operations  and the value of the  foreign  assets are  affected  by
fluctuations  in foreign  currency  exchange rates.  Foreign  currency gains and
losses reflect  transaction  gains and losses as well as  translation  gains and
losses  arising from the  re-measurement  into U.S.  dollars of the net monetary
assets of businesses in highly inflationary countries.

Item 4.

Controls and Procedures
-----------------------
     PBG's management carried out an evaluation (the "Evaluation"),  as required
by Rule 13a-15(b) of the Securities  Exchange Act of 1934 (the "Exchange  Act"),
with the  participation  of our Chief Executive  Officer and our Chief Financial
Officer, of the effectiveness of our disclosure  controls and procedures,  as of
the end of the  period  covered  by this  report on Form  10-Q.  Based  upon the
Evaluation,  the  Chief  Executive  Officer  and  the  Chief  Financial  Officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to  material  information  relating  to PBG and its  consolidated
subsidiaries  required to be included in our Exchange Act reports filed with the
SEC. In addition,  there were no changes in our internal  control over financial
reporting  identified in connection with the Evaluation that occurred during our
last fiscal quarter that have materially  affected,  or are reasonably likely to
materially affect, our internal control over financial reporting.



                                       19
<PAGE>



                           PART II - OTHER INFORMATION

Item 2.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
--------------------------------------------------------------------------------
PBG Purchases of Equity Securities
----------------------------------
     In the first 12 weeks of 2004,  we  repurchased  approximately  3.1 million
shares for $86 million.  Since the inception of our share repurchase  program in
October 1999, 66.2 million shares of PBG common stock have been repurchased. Our
share repurchases for the twelve weeks ended March 20, 2004, are as follows:

<TABLE>
<CAPTION>

                                                                                         Maximum Number (or Approximate
                       Total Number                       Total Number of Shares (or      Dollar Value) of Shares (or
                       of Shares(or       Average Price    Units) Purchased as Part of        Units) that May Yet Be
                          Units)         Paid per Share    Publicly Announced Plans or     Purchased Under the Plans or
     Period             Purchased 1       (or Unit)2               Programs 3                     Programs 3,4
     ------             ----------       --------------    ---------------------------     ----------------------------

<S>    <C>                <C>               <C>                    <C>                           <C>
Period 1                  215,900           $23.86                 215,900                       11,682,100
--------
12/28/03-01/24/04

Period 2                1,050,900           $26.98               1,050,900                       10,631,200
--------
01/25/04-02/21/04

Period 3                1,808,800           $28.84               1,808,800                        8,822,400
--------                ---------                                ---------
02/22/04-03/20/04

Total                   3,075,600           $27.86               3,075,600
                        =========           ======               =========
</TABLE>

  1 Shares have only been repurchased through publicly announced programs.

  2 Average share price excludes brokerage fees.

  3 The PBG Board has  authorized  the repurchase of shares of common stock on
    the open market and through negotiated transactions as follows:
<TABLE>
<CAPTION>

                     Date Share Repurchase Program was Publicly                  Number of Shares
                                     Announced                              Authorized to be Repurchased
            ---------------------------------------------------------       -----------------------------
<S>                                                                                 <C>
     October 14, 1999.......................................................        20,000,000
     July 13, 2000..........................................................        10,000,000
     July 11, 2001..........................................................        20,000,000
     May 28, 2003...........................................................        25,000,000
                                                                                    ----------
     Total  shares authorized to be repurchased as of March 20, 2004........        75,000,000
                                                                                    ==========

     Unless  terminated  earlier  by  resolution  of the PBG  Board,  each share
     repurchase  program expires when we have repurchased all shares  authorized
     for repurchase thereunder.

</TABLE>
  4 Number of shares does not include an additional 25 million shares of common
    stock  that was  authorized  by the PBG Board and  publicly  announced  for
    repurchase on March 25, 2004.



                                       20
<PAGE>



Item 5.

Other Information
-----------------

     The financial statements of Bottling Group, LLC ("Bottling LLC"),  included
in Bottling LLC's Quarterly  Report on Form 10-Q and filed with the SEC on April
28,  2004,  are hereby  incorporated  by  reference  as required by the SEC as a
result of Bottling LLC's guarantee of up to $1,000,000,000  aggregate  principal
amount of our 7% Senior Notes due in 2029.

Item 6.

Exhibits and Reports on Form 8-K
---------------------------------

ITEM 6 (a). EXHIBITS
--------------------

Exhibit No.
-----------
11        Computation of Basic and Diluted Earnings Per Share

15        Accountants' Acknowledgement

31.1      Certification  by the Chief Executive  Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002

31.2      Certification  by the Chief Financial  Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002

32.1      Certification  by the Chief Executive  Officer pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002

32.2      Certification  by the Chief Financial  Officer pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002


ITEM 6 (b). REPORTS ON FORM 8-K
-------------------------------

     On January  27,  2004,  the  Company  furnished  a current  Form 8-K Report
announcing its financial  results for its fourth quarter and its full year ended
December 27, 2003, and also provided its full year 2004 forecast.



                                       21
<PAGE>



                                   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.










                                                The Pepsi Bottling Group, Inc.
                                                ------------------------------
                                                      (Registrant)





                                                 /s/ Andrea L. Forster
Date: April 26, 2004                             ---------------------
      --------------                             Andrea L. Forster
                                                 Vice President and Controller





                                                 /s/ Alfred H. Drewes
Date: April 26, 2004                             --------------------
      --------------                             Alfred H. Drewes
                                                 Senior Vice President and
                                                 Chief Financial Officer