FORM 10-Q
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(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 7, 2002 (36-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 incorporate 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
   ---    ---

Number of shares of Capital Stock outstanding as of October 5, 2002:
280,454,691

<PAGE>
                         The Pepsi Bottling Group, Inc.
                         ------------------------------
                                      Index
<TABLE>
<CAPTION>

                                                                                                           Page No.
                                                                                                           --------
<S>                                                                                                         <C>
Part I                Financial Information

        Item 1.       Financial Statements

                      Condensed Consolidated Statements of Operations -
                           12 and 36-weeks ended September 7, 2002 and September 8, 2001                        2

                      Condensed Consolidated Statements of Cash Flows -
                           36-weeks ended September 7, 2002 and September 8, 2001                               3

                      Condensed Consolidated Balance Sheets -
                           September 7, 2002 and December 29, 2001                                              4

                      Notes to Condensed Consolidated Financial Statements                                    5-9

                      Independent Accountants' Review Report                                                   10

        Item 2.       Management's Discussion and Analysis of Results of
                            Operations and Financial Condition                                              11-14

        Item 3.       Quantitative and Qualitative Disclosures About
                           Market Risk                                                                         15

        Item 4.       Controls and Procedures                                                                  15


 Part II              Other Information                                                                     16-22


</TABLE>




















                                                                  -1-
<PAGE>

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

                                                                                   12-weeks Ended               36-weeks Ended
                                                                                   --------------               --------------
                                                                                September   September      September    September
                                                                                 7, 2002     8, 2001        7, 2002      8, 2001
                                                                                ---------   ---------      ---------    ---------
<S>                                                                              <C>         <C>            <C>          <C>
     Net Revenues..............................................................  $2,455      $2,274         $6,436       $5,981
     Cost of sales.............................................................   1,337       1,222          3,464        3,212
                                                                                  -----       -----          -----        -----

     Gross Profit..............................................................   1,118       1,052          2,972        2,769
     Selling, delivery and administrative expenses.............................     780         767          2,228        2,177
                                                                                  -----       -----          -----        -----

     Operating Income..........................................................     338         285            744          592
     Interest expense, net.....................................................      45          45            136          135
     Foreign currency loss.....................................................       3           -              3            -
     Minority interest.........................................................      21          18             45           37
                                                                                  -----       -----          -----        -----

     Income before income taxes................................................     269         222            560          420
     Income tax expense before rate change.....................................      91          81            189          153
     Income tax rate change benefit.............................................      -          (9)             -          (25)
                                                                                  -----       -----          -----        -----

     Net Income................................................................  $  178      $  150         $  371       $  292
                                                                                 ======       =====          =====        =====

     Basic Earnings Per Share..................................................  $ 0.63      $ 0.53         $ 1.31       $ 1.02
     Weighted-Average Shares Outstanding........................................    283         285            282          287

     Diluted Earnings Per Share................................................  $ 0.61      $ 0.51         $ 1.26       $ 0.98
     Weighted-Average Shares Outstanding.......................................     294         295            294          297

                                See accompanying notes to Condensed Consolidated Financial Statements.

</TABLE>



                                                                  -2-
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                36-weeks Ended
                                                                                                --------------
                                                                                           September      September
                                                                                            7, 2002        8, 2001
                                                                                           ---------      ---------
<S>                                                                                           <C>            <C>
    Cash Flows - Operations
       Net income.....................................................................       $ 371          $ 292
      Adjustments to reconcile net income to net cash provided by operations:
            Depreciation..............................................................         291            257
            Amortization..............................................................           5             92
            Deferred income taxes.....................................................          82             17
            Other non-cash charges and credits, net...................................         168            133
            Changes in operating working capital:
              Accounts receivable.....................................................        (281)          (274)
              Inventories.............................................................         (35)           (58)
              Prepaid expenses and other current assets...............................          58             61
              Accounts payable and other current liabilities..........................          (8)            17
                                                                                             -----          -----
            Net change in operating working capital ..................................        (266)          (254)
                                                                                             -----          -----

    Net Cash Provided by Operations...................................................         651            537
                                                                                             -----          -----

    Cash Flows - Investments
       Capital expenditures...........................................................        (437)          (397)
       Acquisitions of bottlers.......................................................         (34)          (111)
       Sale of property, plant and equipment..........................................           4              4
       Other, net.....................................................................         (44)           (24)
                                                                                             -----          -----

    Net Cash Used for Investments.....................................................        (511)          (528)
                                                                                             -----          -----

    Cash Flows - Financing
       Short-term borrowings - three months or less...................................         (76)            67
       Proceeds from issuance of long-term debt.......................................          38              -
       Payments of long-term debt.....................................................          (4)             -
       Dividends paid.................................................................          (8)            (9)
       Proceeds from exercise of stock options........................................          84             11
       Purchases of treasury stock....................................................        (165)          (169)
                                                                                             -----          -----

    Net Cash Used for Financing.......................................................        (131)          (100)
                                                                                             -----          -----

    Effect of Exchange Rate Changes on Cash and Cash Equivalents......................           1             (4)
                                                                                             -----          -----
    Net Increase (Decrease) in Cash and Cash Equivalents..............................          10            (95)
    Cash and Cash Equivalents - Beginning of Period...................................         277            318
                                                                                             -----          -----
    Cash and Cash Equivalents - End of Period.........................................       $ 287          $ 223
                                                                                             =====          =====

    Supplemental Cash Flow Information
    Third-party interest and income taxes paid........................................       $ 244          $ 235
                                                                                             =====          =====

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


                                                                  -3-
<PAGE>
<TABLE>
<CAPTION>


                                                    The Pepsi Bottling Group, Inc.
                                                 Condensed Consolidated Balance Sheets
                                                 in millions, except per share amounts
                                                                                   (Unaudited)
                                                                                    September      December
                                                                                     7, 2002       29, 2001
                                                                                    ---------      --------
<S>                                                                                    <C>            <C>
Assets
Current Assets
  Cash and cash equivalents................................................          $  287         $  277
  Accounts receivable, less allowance of $50 at
        September 7, 2002 and $42 at December 29, 2001.....................           1,135            823
  Inventories..............................................................             376            331
  Prepaid expenses and other current assets................................             117            117
                                                                                      -----          -----
          Total Current Assets.............................................           1,915          1,548

Property, plant and equipment, net.........................................           2,783          2,543
Intangible assets, net.....................................................           3,739          3,684
Other assets...............................................................             100             82
                                                                                      -----          -----
           Total Assets....................................................          $8,537         $7,857
                                                                                      =====          =====

Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable and other current liabilities...........................          $1,095         $1,004
  Short-term borrowings....................................................              55             77
                                                                                      -----          -----
          Total Current Liabilities........................................           1,150          1,081

Long-term debt.............................................................           3,350          3,285
Other liabilities..........................................................             616            550
Deferred income taxes......................................................           1,101          1,021
Minority interest..........................................................             365            319
                                                                                      -----          -----
          Total Liabilities................................................           6,582          6,256

Shareholders' Equity
   Common stock, par value $0.01 per share:
       authorized 900 shares, issued 310 shares............................               3              3
   Additional paid-in capital..............................................           1,755          1,739
   Retained earnings.......................................................           1,011            649
   Accumulated other comprehensive loss....................................            (339)          (370)
   Treasury stock: 28 shares and 29 shares at September 7, 2002 and December
      29, 2001, respectively...............................................            (475)          (420)
                                                                                      -----          -----
          Total Shareholders' Equity.......................................           1,955          1,601
                                                                                      -----          -----
           Total Liabilities and Shareholders' Equity......................          $8,537         $7,857
                                                                                      =====          =====

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

                                                                  -4-

<PAGE>



Notes to Condensed Consolidated Financial Statements
Tabular dollars in millions
-------------------------------------------------------------------------------

Note 1 - Basis of Presentation
     The Pepsi Bottling Group, Inc. ("PBG") is the world's largest manufacturer,
seller and distributor of Pepsi-Cola beverages consisting of bottling operations
located  in the  United  States,  Canada,  Spain,  Greece,  Russia  and  Turkey.
Pepsi-Cola beverages sold by PBG include Pepsi-Cola,  Diet Pepsi,  Mountain Dew,
Aquafina  and  other  brands  of  carbonated  soft  drinks  and   non-carbonated
beverages. Approximately 90% of PBG's net revenues were derived from the sale of
Pepsi-Cola beverages.  References to PBG throughout these Condensed Consolidated
Financial  Statements are made using the  first-person  notations of "we," "our"
and "us."

     On  November  27,  2001,  our  shareholders  approved an  amendment  to our
Certificate of  Incorporation  increasing  the  authorized  shares of PBG common
stock from 300 million to 900 million  facilitating a two-for-one stock split of
issued  common  stock.  The stock split was effected in the form of a 100% stock
dividend paid to our shareholders of record on November 27, 2001. As a result of
the stock split, the accompanying  Condensed  Consolidated  Financial Statements
reflect an  increase  in the number of  outstanding  shares of common  stock and
shares of treasury stock and the transfer of the par value of these  incremental
shares from additional  paid-in  capital.  All PBG share and per share data have
been restated to reflect the split.

     As of September 7, 2002, PepsiCo Inc.'s ("PepsiCo")  ownership consisted of
37.6% of our outstanding common stock and 100% of our outstanding Class B common
stock,  together  representing  42.7% of the voting  power of all classes of our
voting stock.  PepsiCo also owns 7.0% of the equity of Bottling Group,  LLC, our
principal operating subsidiary.

     The accompanying  Condensed Consolidated Balance Sheet at September 7, 2002
and the Condensed Consolidated  Statements of Operations for the 12 and 36-weeks
ended  September  7, 2002 and  September 8, 2001 and Cash Flows for the 36-weeks
ended  September 7, 2002 and September 8, 2001 have not been  audited,  but have
been prepared in conformity with generally  accepted  accounting  principles 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 29, 2001 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.

Note 2 - Seasonality of Business
     The results for the third  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.

Note 3 - Inventories
                                                   September        December
                                                    7, 2002         29, 2001
                                                   ---------        --------
Raw materials and supplies........................   $139             $117
Finished goods....................................    237              214
                                                     ----             ----
                                                     $376             $331
                                                     ====             ====



                                       -5-

<PAGE>

Note 4 - Property, plant and equipment, net
<TABLE>
<CAPTION>

                                                                                 September     December
                                                                                  7, 2002      29, 2001
                                                                                 ---------     --------
<S>                                                                               <C>           <C>
Land...................................................................          $   154       $   145
Buildings and improvements.............................................              989           925
Manufacturing and distribution equipment...............................            2,550         2,308
Marketing equipment....................................................            1,997         1,846
Other..................................................................              140           121
                                                                                  ------        ------
                                                                                   5,830         5,345
Accumulated depreciation...............................................           (3,047)       (2,802)
                                                                                  ------        ------
                                                                                 $ 2,783       $ 2,543
                                                                                  ======        ======
Note 5 - Intangible assets, net
                                                                                 September     December
                                                                                  7, 2002      29, 2001
                                                                                 ---------     --------
Intangibles subject to amortization:
   Gross carrying amount:
   Franchise rights....................................................          $    19       $    12
   Other identifiable intangibles......................................               44            39
                                                                                  ------        ------
                                                                                      63            51
                                                                                  ------        ------
   Accumulated amortization:
   Franchise rights....................................................               (4)           (2)
   Other identifiable intangibles......................................              (27)          (25)
                                                                                  ------        ------
                                                                                     (31)          (27)
                                                                                  ------        ------
Intangibles not subject to amortization:
   Gross carrying amount:
   Franchise rights....................................................            3,626         3,585
   Goodwill............................................................            1,588         1,574
                                                                                  ------        ------
                                                                                   5,214         5,159
                                                                                  ------        ------
   Accumulated amortization:
   Franchise rights....................................................             (976)         (971)
   Goodwill............................................................             (531)         (528)
                                                                                  ------        ------
                                                                                  (1,507)       (1,499)
                                                                                  ------        ------
                                                                                 $ 3,739       $ 3,684
                                                                                  ======        ======
</TABLE>

Note 6 - Acquisitions

     During 2002 we acquired the operations and exclusive  right to manufacture,
sell  and  distribute   Pepsi-Cola  beverages  from  several  different  PepsiCo
franchise  bottlers.  The  following  acquisitions  occurred  for  an  aggregate
purchase price of $30 million in cash and $70 million of assumed debt:

o Fruko Mesrubat Sanayii A.S. of Turkey in March.

o Pepsi-Cola Bottling Company of Macon, Inc. of Georgia in March.

o Pepsi-Cola  Bottling  Company of Aroostook,  Inc.,  of Presque Isle,  Maine in
  June.

o Seaman's Beverages Limited of the Canadian province of Prince Edward Island in
  July.


                                                                      -6-
<PAGE>

     As a result of these  acquisitions,  we acquired $43 million of  intangible
assets, $7 million was assigned to goodwill, and $31 million to franchise rights
and other  intangibles,  all of which are not  subject to  amortization,  and $5
million was  assigned to other  identifiable  intangibles,  which are subject to
amortization.
     The Turkey and Prince Edward Island  acquisitions  were made to allow us to
strategically  increase  our markets  outside the United  States.  Our  domestic
acquisitions  were made to  enable us to  provide  better  service  to our large
retail customers. We expect these acquisitions to reduce costs through economies
of scale.
     In 2002,  PBG paid  approximately  $4 million to PepsiCo  for  distribution
rights relating to the SoBe brand in certain PBG-owned territories in the United
States. These rights are subject to amortization.
     In May 2002, PBG signed a non-binding  agreement with Mr. Enrique C. Molina
Sobrino and  PepsiCo,  the two  principal  shareholders  of the Mexican  bottler
Pepsi-Gemex, S.A. de. C.V. ("Pepsi-Gemex") regarding the possible acquisition of
all of the shares of  Pepsi-Gemex.  On October 7, 2002, we commenced cash tender
offers  in  the  United  States  and  Mexico  to  complete  the  acquisition  of
Pepsi-Gemex.  The tender offers will expire at 5 p.m. (EDT) on November 4, 2002,
unless the offers are extended.  Both Mr. Molina and PepsiCo have each agreed to
tender  approximately  40 percent and 34.2 percent,  respectively,  of the total
outstanding  capital stock of Pepsi-Gemex.  Pepsi-Gemex's Board of Directors has
recommended that all other Pepsi-Gemex shareholders accept the offers and tender
their shares.  The U.S. offer is for all global  depositary shares ("GDS") at Ps
106.38  per GDS and for all  series  B  shares  and all  ordinary  participation
certificates  ("CPO")  held by holders who are not resident in Mexico at Ps 5.91
per series B share and Ps 17.73 per CPO.  The Mexican  offer is for all series B
shares and CPOs at the same prices offered in the U.S. tender offer.  The tender
offers are conditioned upon, among other things, the number of shares,  CPOs and
GDSs tendered and not withdrawn,  that represent not less than 90 percent of all
outstanding  shares of capital stock of Pepsi-Gemex on the expiration  date. The
final  tender  offer price per share is based on the shares  outstanding  at the
date of the tender offer and Gemex's equity value of  approximately  9.0 billion
Mexican  pesos as disclosed in the tender  offer  documents  filed with the U.S.
Securities  and  Exchange  Commission  and the Comision  Nacional  Bancaria y de
Valores of Mexico.  A payment from PepsiCo to PBG of 172.7 million Mexican pesos
is being made in order to facilitate the purchase and ensure a smooth  ownership
transition  of Gemex.  We are  financing  the tender  offers  through  temporary
issuances of commercial paper and/or temporary bridge financing in the amount up
to $1.2 billion. We expect to repay the commercial paper and/or bridge financing
through  the  subsequent  issuance  of long term debt upon  consummation  of the
tender offers.
     During the  fourth  quarter,  PBG signed a letter of intent to acquire  the
Pepsi-Cola  Buffalo  Bottling  Corp.,  based in Buffalo,  NY. The transaction is
expected to close during the first quarter of 2003.  Also in the fourth quarter,
we signed a letter of intent to acquire Kitchener  Beverages  Limited,  based in
Kitchener,  Ontario. This transaction is expected to close in the fourth quarter
of 2002.

Note 7 - Treasury Stock
     In the  first 36 weeks of 2002,  we  repurchased  approximately  6  million
shares for $165 million and approximately 8 million shares for $169 million over
the same period in 2001. Since the inception of our share repurchase  program in
October 1999, nearly 38 million shares of PBG common stock have been repurchased
of the total 50 million shares authorized to be repurchased.


Note 8 - Financial Instruments
     As of September 7, 2002,  our use of derivative  instruments  is limited to
interest  rate  swaps,  forward  contracts,   futures  and  options  on  futures
contracts.





                                       -7-
<PAGE>


     Cash Flow Hedge - We are subject to market risk with respect to the cost of
commodities  because  our  ability to recover  increased  costs  through  higher
pricing may be limited by the  competitive  environment in which we operate.  We
use futures contracts and options on futures in the normal course of business to
hedge the risk of adverse  movements in commodity  prices related to anticipated
purchases of aluminum and fuel used in our operations.  These  contracts,  which
generally  range  from 1 to 12  months  in  duration,  establish  our  commodity
purchase  prices within defined ranges in an attempt to limit our purchase price
risk resulting from adverse  commodity price movements and are designated as and
qualify for cash flow hedge accounting treatment.

     The amount of deferred losses from our commodity hedging that we recognized
into  income  was $13  million  during  the  first  36 weeks of 2002 and was not
significant over the same period in 2001. As a result of our commodity hedges, a
$21  million  and $19  million  deferred  loss  remained  in  accumulated  other
comprehensive  loss in our Condensed  Consolidated  Balance  Sheets based on the
commodity  rates in  effect  on  September  7,  2002,  and  December  29,  2001,
respectively.  Assuming  no  change  in the  commodity  prices  as  measured  on
September  7,  2002,  $16  million  of the  deferred  loss or $10  million on an
after-tax  basis,  will  be  recognized  in  cost  of  sales  in  our  Condensed
Consolidated  Statements of Operations over the next 12 months.  The ineffective
portion of the change in fair value of these  contracts  was not material to our
results of operations in 2002 or 2001.

     Fair  Value  Hedge - The fair  value of our  fixed-rate  long-term  debt is
sensitive to changes in interest  rates.  Interest  rate changes would result in
gains or losses in the fair market  value of our debt  representing  differences
between  market  interest  rates and the fixed rate on the debt. At September 7,
2002 and  December  29, 2001 our debt  instruments  primarily  consisted of $3.3
billion of  fixed-rate  long-term  senior notes of which we  converted  our $1.0
billion 5 3/8% fixed rate debt to floating rate debt through the use of interest
rate swaps. Our objective was to reduce our overall borrowing costs.

     The  interest  rate swaps,  which  expire in 2004,  are  designated  as and
qualify for fair value hedge  accounting  and are 100%  effective in eliminating
the interest rate risk inherent in our  long-term  debt as the notional  amount,
interest  payment,  and maturity  date of the swap matches the notional  amount,
interest payment and maturity date of the related debt. Accordingly,  any market
risk or opportunity  associated  with the swaps are fully offset by the opposite
market impact on the related debt.

     The change in fair value of the  interest  rate swaps in the first 36 weeks
was a gain of $12  million  and $5 million in 2002 and 2001,  respectively.  The
fair value change of the swap agreement was recorded in interest expense, net in
our Condensed Consolidated  Statements of Operations and in prepaid expenses and
other current assets in our Condensed Consolidated Balance Sheets. An offsetting
adjustment was recorded in interest expense,  net in our Condensed  Consolidated
Statements of  Operations  and in long-term  debt in our Condensed  Consolidated
Balance Sheets representing the change in fair value in long-term debt.

     During the fourth quarter of 2002, PBG purchased an interest rate swap that
converted  $300  million of our $1.3  billion 5 5/8% fixed rate debt to floating
rate debt.  The new  interest  rate swap  expires in 2009 and is designed as and
qualifies  for fair  value  hedge  accounting.  The hedge is 100%  effective  in
eliminating the interest rate risk inherent in our long-term debt.

     Equity  Derivatives - We use equity  derivative  contracts  with  financial
institutions to hedge a portion of our deferred compensation liability, which is
based on our stock price.  These prepaid  forward  contracts for the purchase of
PBG common stock are accounted for as natural  hedges.  The earnings impact from
these hedges is  classified  as selling,  delivery and  administrative  expenses
consistent with the expense classification of the underlying hedged item.

                                       -8-

<PAGE>



     At December 29, 2001 we had one prepaid forward contract  outstanding.  The
contract  was for 608,000  shares of PBG stock with an exercise  price of $23.02
per share.  This contract was amended in the third quarter of 2002 to include an
additional 30,000 shares at an initial price of $25.01.  Therefore, at September
7, 2002 the  contract  reflects  638,000  shares of PBG  stock  with an  average
exercise price of $23.11.  The contract expires in December 2002 with a one-year
renewal option.

     Other  Derivatives - During the third  quarter,  Bottling Group LLC entered
into an option  contract to  mitigate  certain  currency  risks.  Although  this
instrument  does not qualify  for hedge  accounting,  it is deemed a  derivative
since it contains a net  settlement  clause.  We have amortized the premium as a
reduction of net income in our Condensed  Consolidated  Statement of Operations.
The option contract had no fair value at September 7, 2002.

Note 9 - New Accounting Standards
     During 2001, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standard  ("SFAS") 142,  "Goodwill  and Other  Intangible
Assets,"  which  requires that goodwill and  intangible  assets with  indefinite
useful  lives no  longer  be  amortized,  but  instead  tested  for  impairment.
Effective the first day of fiscal year 2002, we no longer amortize  goodwill and
certain franchise  rights,  but evaluate them for impairment  annually.  We have
completed the initial impairment review required by SFAS 142 and have determined
that our  intangible  assets were not  impaired.  Had we adopted SFAS 142 on the
first day of 2001,  our 2001  amortization  expense  would have been  lowered by
approximately  $30 million  and $89  million in the  quarter  and  year-to-date,
respectively. In addition, net income would have increased $21 million (or $0.07
per diluted  share) to $171 million (or $0.58 per diluted share) and $63 million
(or $0.22 per diluted share) to $355 million (or $1.20 per diluted share) in the
quarter and year-to-date, respectively.

Note 10 - Comprehensive Income

<TABLE>
<CAPTION>

                                                              12-weeks Ended        36-weeks Ended
                                                              --------------        --------------
                                                         September   September  September  September
                                                          7, 2002     8, 2001    7, 2002    8, 2001
                                                         ---------   ---------  ---------  ---------
<S>                                                        <C>         <C>         <C>       <C>
Net income................................................ $178         $150       $371       $292
Currency translation adjustment...........................    4           (1)        31        (32)
Cash flow hedge accounting adjustment.....................  (17)          (9)        (1)       (11)
                                                            ---          ---        ---        ---

Comprehensive income...................................... $165         $140       $401       $249
                                                            ===          ===        ===        ===
</TABLE>

Note 11 - Contingencies
     We are involved in a lawsuit with current and former  employees  concerning
wage and hour issues in New Jersey. We are unable to predict the ultimate amount
of any costs or implications of this case at this time as legal  proceedings are
ongoing.

     We are subject to various  claims and  contingencies  related to  lawsuits,
taxes,  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.




                                       -9-

<PAGE>


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

The Board of Directors
The Pepsi Bottling Group, Inc.

We have reviewed the accompanying  Condensed  Consolidated  Balance Sheet of The
Pepsi Bottling  Group,  Inc. as of September 7, 2002, and the related  Condensed
Consolidated  Statements of Operations for the twelve and thirty-six weeks ended
September  7,  2002  and  September  8,  2001  and  the  Condensed  Consolidated
Statements of Cash Flows for the  thirty-six  weeks ended  September 7, 2002 and
September 8, 2001.  These Condensed  Consolidated  Financial  Statements are the
responsibility of The Pepsi Bottling Group, Inc.'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 to financial
data 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. as of December 29, 2001, and the related Consolidated
Statements of Operations, Cash Flows and Changes in Shareholders' Equity for the
fifty-two week period then ended not presented  herein;  and in our report dated
January 24,  2002,  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 29, 2001, is
fairly  presented,  in all material  respects,  in relation to the  consolidated
balance sheet from which it has been derived.



/S/ KPMG LLP


New York, New York
October 1, 2002




                                      -10-
<PAGE>





Item 2.

Management's  Discussion  and Analysis of Results of  Operations  and  Financial
Condition
--------------------------------------------------------------------------------

Overview
     Highlights for The Pepsi Bottling Group, Inc.'s  (collectively  referred to
as "PBG," "we," "our" and "us") third  quarter and first  36-weeks of 2002 were
as follows:

o We delivered 6% constant  territory  EBITDA growth in the third quarter and 9%
  growth in the first 36-weeks of 2002.

o We increased worldwide constant territory physical case volume by 1% and 2% in
  the third quarter and first 36-weeks of 2002, respectively.

o We grew third  quarter  and  year-to-date  worldwide  constant  territory  net
  revenue per case by 3%.

o We  delivered  third  quarter 2002  diluted  earnings  per share of $0.61,  an
  increase of $0.10,  or 19%,  over 2001 and third  quarter year-to-date diluted
  earnings  per  share of $1.26, an increase of $0.28, or 28%, over the same 36-
  week period in 2001.

     - Included in the third quarter increase of $0.10 and year-to-date increase
       of $0.28 is a $0.07 and  $0.22, respectively, favorable  impact  from the
       adoption of  Statement of  Financial Accounting  Standard  ("SFAS")  142,
       "Goodwill and Other Intangible Assets."

     - In addition, diluted earnings per share in 2001 included a tax benefit of
       $0.03 and $0.08 in the quarter and  year-to-date, respectively, resulting
       from a reduction in Canadian income tax rates.

     The  following  management's  discussion  and  analysis  should  be read in
conjunction   with  our  Condensed   Consolidated   Financial   Statements   and
accompanying  footnotes along with the cautionary  statements at the end of this
section.

Constant Territory
     We  believe  that  constant  territory  performance  results  are the  most
appropriate  indicators of operating  trends and  performance,  particularly  in
light of our stated intention of acquiring additional bottling territories,  and
are consistent with industry practice.  Constant territory operating results are
derived by adjusting  current year results to exclude  significant  current year
acquisitions  and  adjusting  prior  year  results  to  include  the  results of
significant  prior year acquisitions as if they had occurred on the first day of
the prior fiscal year.

Use of EBITDA
     EBITDA,  which is computed as operating income plus the sum of depreciation
and amortization, is a key indicator management and the industry use to evaluate
operating  performance.  It is not, however,  required under generally  accepted
accounting   principles   and  should  not  be  considered  an   alternative  to
measurements required by GAAP such as net income or cash flows.





                                      -11-

<PAGE>


Results of Operations
                                  Reported Change    Constant Territory Change
                                  ---------------    -------------------------
                                12-weeks   36-weeks     12-weeks   36-weeks
                                -------    --------     --------   --------
  EBITDA........................   9%        10%           6%         9%
  Volume........................   7%         5%           1%         2%
  Net Revenue per Case..........   1%         2%           3%         3%

EBITDA
     EBITDA was $442 million and $1,040  million in the third  quarter and first
36-weeks of 2002,  representing  a 9% and 10% increase  over the same periods of
2001, respectively.  On a constant territory basis, EBITDA growth was 6% for the
quarter and 9% year-to-date.  In the quarter,  constant  territory EBITDA growth
was driven by worldwide  net revenue per case growth of 3% and volume  growth of
1%,   offset  by  cost  of  sales  growth  of  5%  and  selling,   delivery  and
administrative expense growth of 3%. On a year-to-date basis, constant territory
EBITDA  growth was driven by  worldwide  net  revenue  per case growth of 3% and
volume growth of 2%, offset by cost of sales growth of 5% and selling,  delivery
and  administrative  expenses  growth of 5%.  Excluding the favorable  impact of
currency  translations,  constant territory EBITDA grew 5% in the quarter and 8%
year-to-date  on a worldwide  basis.  As we look to the fourth  quarter and full
year, we expect our worldwide  constant territory EBITDA growth rate to be about
15% for the quarter and 10% to 12% for the full year.

Volume
     Our worldwide physical case volume increased 7% in the third quarter and 5%
in the first 36-weeks of 2002. Constant territory volume growth was 1% and 2% in
the third quarter and year-to-date, respectively, with the U.S. increasing by 1%
in the third quarter and 2%  year-to-date.  The U.S. results were modestly lower
than expected and reflect continued growth in take-home volume,  particularly in
foodstores,  as well as favorable cold drink  performance in our convenience and
gas segment,  offset by continued  softness in our on-premise  business.  United
States volume growth continues to benefit from innovation, as well as the strong
growth of  Aquafina,  offset by declines in brand Pepsi.  Outside the U.S.,  our
constant  territory  volume increased over 1% in the quarter and 3% year-to-date
as double-digit growth in Russia,  which was driven by the strong performance of
Pepsi Twist,  Pepsi Cherry and Aqua  Minerale,  was  partially  offset by volume
declines in Spain. As we look to the fourth quarter and the full year, we expect
U.S.  constant  territory  volume growth to continue at approximately 1% for the
quarter and 2% for the full year and with worldwide  constant  territory  volume
expected to be about 2% for both the quarter and the full year.

Net Revenues
     Net  revenues for the quarter grew $181  million,  an 8% increase  over the
prior  year,  with  year-to-date  net  revenues  up 8% as  well.  On a  constant
territory  basis, net revenues grew 4% in the quarter driven by volume growth of
1% and a 3% increase in net revenue per case.  Excluding the favorable impact of
currency translations, worldwide net revenue per case grew 2% in the quarter. On
a  year-to-date  basis,  constant  territory  net revenue grew 5%  reflecting 2%
growth  in volume  and an  increase  in net  revenue  per case of 3%.  Worldwide
constant territory net revenue per case growth in both periods was driven by the
U.S., which grew 3% reflecting price increases  combined with favorable  package
mix. Outside the U.S.,  constant territory net revenues were up approximately 7%
in the  quarter,  reflecting  over 1% volume  growth and over 5% net revenue per
case growth. On a year-to-date basis, our net revenues outside the U.S. grew 6%,
reflecting a 3% increase in both volume and net revenue per case.  Excluding the
favorable impact of currency translations, net revenue per case outside the U.S.
grew 2% in both the quarter and year-to-date.


                                      -12-

<PAGE>


Cost of Sales
     Cost of sales  increased $115 million,  or 9%, in the third quarter of 2002
and $252 million,  or 8%,  year-to-date.  On a constant territory basis, cost of
sales grew 5% in the quarter  driven by volume growth of 1% and a 4% increase in
cost of sales per case. On a  year-to-date  basis,  constant  territory  cost of
sales grew 5%  reflecting 2% growth in volume and a 3% increase in cost of sales
per case.  The increase in cost of sales per case for both periods was driven by
higher  U.S.  concentrate  costs,  and mix shifts  into  higher  cost  packages.
Excluding the negative impact of currency  translations,  cost of sales per case
increased 3% in the quarter and less than 3% year-to-date.

Selling, Delivery and Administrative Expenses
     Selling,  delivery and  administrative  expenses  grew 2% in both the third
quarter and first  36-weeks of 2002. Had we adopted SFAS 142 on the first day of
2001,  amortization  expense  would  have been  lowered by $30  million  and $89
million for the third  quarter and  year-to-date,  respectively.  Excluding  the
impact of SFAS 142,  constant  territory  selling,  delivery and  administrative
expenses grew 3% in the quarter and 5% year-to-date. This increase was primarily
driven by higher variable  selling and delivery costs  reflecting  growth in our
business.  Selling,  delivery and  administrative  expenses were also  favorably
impacted  as we  lapped  higher  labor  costs  associated  with  labor  contract
negotiations from the third quarter last year.  Excluding this favorable impact,
our underlying selling, delivery and administrative expense trend was consistent
with the first  half of the 2002.  Excluding  the  negative  impact of  currency
translations,  selling, delivery and administrative expenses increased less than
3% in the quarter and remained at 5% year-to-date.

Income Tax Expense Before Rate Change
     PBG's  full year  forecasted  effective  tax rate for 2002 is 33.8% and has
been applied to our 2002 results.  Our effective tax rate in 2001 was 36.5%. The
decrease in the effective  tax rate is primarily a result of the  implementation
of SFAS 142 in 2002.

Income Tax Rate Change Benefit
     In the second  quarter and third quarter of 2001,  the Canadian  Government
enacted  legislation that reduced the federal corporate income tax rate from 28%
to 21% over a four-year period beginning  January 1, 2001. In addition,  certain
provincial  income  tax rates were also  reduced.  These  rate  changes  reduced
deferred tax liabilities  associated with our operations in Canada, and resulted
in one-time  gains in the 12-weeks and  36-weeks  ended  September 8, 2001 of $9
million  and $25  million  ($0.03 and $0.08 per  diluted  share  after  minority
interest), respectively.


Liquidity and Capital Resources
-------------------------------
Cash Flows
     Net cash  provided by  operations  increased  $114  million to $651 million
reflecting  strong EBITDA growth coupled with a higher deferred tax provision as
we lap the Canadian income tax rate change in 2001 and higher non-cash  casualty
and benefits expenses.

     Net cash used for  investments  decreased by $17 million  primarily  due to
lower  acquisition  spending,   partially  offset  by  an  increase  in  capital
expenditures as we continue to invest in small bottle  production lines and cold
drink equipment.





                                      -13-
<PAGE>




     Net cash used for financing increased by $31 million driven by reduction of
short-term borrowings primarily outside the U.S., offset by an increase in stock
option exercises.

     Our  operating  free cash flow is projected to be $375 million for the full
year, which is an increase of approximately $80 million over 2001.

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  lower-than-expected  net pricing  resulting
from marketplace competition,  material changes from expectations in the cost of
raw materials and  ingredients,  an inability to achieve the expected timing for
returns  on cold  drink  equipment  and  employee  infrastructure  expenditures,
material changes in expected levels of marketing  support payments from PepsiCo,
Inc.,  an  inability  to meet  projections  for  performance  in newly  acquired
territories, and unfavorable interest rate and currency fluctuations.
























                                      -14-
<PAGE>


Item 3.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
     In March 2002 we  acquired  Fruko  Mesrubat  Sanayii  A.S.  in Turkey.  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.  Turkey is considered a highly  inflationary  economy for  accounting
purposes.



Item 4.

Controls and Procedures
-----------------------
     Within the 90 days  prior to the date of this  report,  The Pepsi  Bottling
Group, Inc. ("the Company") carried out an evaluation, under the supervision and
with the  participation  of the  Company's  management,  including the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design  and  operation  of the  Company's  disclosure  controls  and  procedures
pursuant to Exchange  Act Rule  13a-14.  Based upon that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  required  to be included in the  Company's  periodic  SEC
filings relating to the Company (including its consolidated subsidiaries).

     There were no significant  changes in the Company's internal controls or in
other factors that could significantly affect these internal controls subsequent
to the date of our most recent evaluation.




















                                      -15-
<PAGE>






                           PART II - OTHER INFORMATION


Item 5.           Other Information
                  -----------------

In accordance with Section 10A(i)(2) of the Securities  Exchange Act of 1934, as
added  by  Section  202 of  the  Sarbanes-Oxley  Act of  2002,  the  Company  is
responsible  for  disclosing  any non-audit  services  approved by the Company's
Audit and Affiliated Transactions Committee (the "Committee") to be performed by
KPMG LLP  ("KPMG"),  the  Company's  external  auditor.  Non-audit  services are
defined in the Act as services other than those  provided in connection  with an
audit or a review of the  financial  statements  of the  Company.  On August 13,
2002, the Committee approved the engagement of KPMG for the following  non-audit
services: (1) tax consulting services relating to acquisitions;  (2) auditing of
benefit  plans;  (3) due diligence  related to  acquisitions;  (4) assistance in
preparing certain pro forma financial  information related to acquisitions;  (5)
technical assistance relating to the internal audit of the Company's Information
Technology  function,  provided  that  such  services  are  conducted  under the
direction  and  supervision  of the  Director of Internal  Audit;  and (6) other
non-audit services approved by the Chairman of the Committee, provided that such
services are approved by the entire  Committee at the next  regularly  scheduled
Committee meeting.




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

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

Exhibit 11                 Computation of Basic and Diluted Earnings Per Share


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

On August 14, 2002,  the Company  filed a Form 8-K, to submit to the  Securities
and Exchange  Committee the  Statements  under Oath of the  Principal  Executive
Officer and the Principal  Financial  Officer in accordance  with the SEC's June
27,  2002 Order  requiring  the filing of sworn  statements  pursuant to Section
21(a)(1) of the Securities Exchange Act of 1934.

On August 14, 2002, the Company filed a Form 8-K, regarding the issue of a press
release announcing that it had reached agreement with the principal shareholders
of  Pepsi-Gemex  S.A.  de  C.V.  ("Pepsi-Gemex"),  on the  enterprise  value  of
Pepsi-Gemex  in  connection  with  the  possible   acquisition  of  all  of  the
outstanding  capital stock of Pepsi-Gemex  through tender offers in the U.S. and
Mexico, as was previously announced by PBG on May 7, 2002.






                                      -16-
<PAGE>


     Pursuant to the  requirement  of the  Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned.








                                                 THE PEPSI BOTTLING GROUP, INC.
                                                 ------------------------------
                                                         (Registrant)






Date:      October 17, 2002                            Andrea L. Forster
           ----------------                      ------------------------------
                                                 Vice President and Controller






Date:      October 17, 2002                           Alfred H. Drewes
           ----------------                      ------------------------------
                                                   Senior Vice President and
                                                    Chief Financial Officer



















                                      -17-
<PAGE>


                                    Form 10-Q Certification

I, John T. Cahill, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of The Pepsi Bottling
     Group, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
     on our most recent evaluation,  to the registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

          a) all significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and



                                      -18-



<PAGE>


     6. The registrant's other certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date:      October 17, 2002                                John T. Cahill
           ----------------                           ------------------------
                                                      Chief Executive Officer


















                                      -19-



<PAGE>


                                    Form 10-Q Certification

I, Alfred H. Drewes, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of The Pepsi Bottling
     Group, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
     on our most recent evaluation,  to the registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

          a) all significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and



                                      -20-

<PAGE>




     6. The registrant's other certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.





Date:      October 17, 2002                                 Alfred H. Drewes
           ----------------                           --------------------------
                                                      Senior Vice President and
                                                       Chief Financial Officer



























                                      -21-
<PAGE>





EXHIBIT 11
<TABLE>
<CAPTION>


                                                    The Pepsi Bottling Group, Inc.
                                          Computation of Basic and Diluted Earnings Per Share
                                                 (in millions, except per share data)

                                                              12-weeks Ended                 36-weeks Ended
                                                              --------------                 --------------
                                                         September      September      September       September
                                                          7, 2002        8, 2001        7, 2002         8, 2001
                                                         ---------      ---------      ---------       ---------
<S>                                                        <C>            <C>           <C>             <C>
Number of shares on which basic earnings
  per share is based:

  Average outstanding during period................          283            285           282             287
  Add - Incremental shares under stock
    compensation plans.............................           11             10            12              10
                                                            ----           ----          ----            ----

Number of shares in which diluted
  earnings per share is based......................          294            295           294             297

Net earnings applicable to common
   shareholders (millions).........................        $ 178          $ 150         $ 371           $ 292

Net earnings on which diluted earnings
   per share is based (millions)...................        $ 178          $ 150         $ 371           $ 292

Basic earnings per share...........................        $0.63          $0.53         $1.31           $1.02

Diluted earnings per share.........................        $0.61          $0.51         $1.26           $0.98

</TABLE>















                                                                 -22-