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

(MarkOne)
 X   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
---  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 15, 2002 (24-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 July 13, 2002:
285,095,507

<PAGE>

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

<TABLE>
<CAPTION>

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

        Item 1.       Financial Statements

                      Condensed Consolidated Statements of Operations -
                           12 and 24-weeks ended June 15, 2002 and June 16, 2001                                   2

                      Condensed Consolidated Statements of Cash Flows -
                           24-weeks ended June 15, 2002 and June 16, 2001                                          3

                      Condensed Consolidated Balance Sheets -
                           June 15, 2002 and December 29, 2001                                                     4

                      Notes to Condensed Consolidated Financial Statements                                       5-9

        Item 2.       Management's Discussion and Analysis of Results of
                           Operations and Financial Condition                                                  10-12

        Item 3.       Quantitative and Qualitative Disclosures About
                           Market Risk                                                                            13

        Item 4.       Submission of Matters to a Vote of Security Holders                                         13

                      Independent Accountants' Review Report                                                      14

Part II               Other Information and Signatures


        Item 6.       Exhibits                                                                                    15

</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               24-weeks Ended
                                                                            --------------               --------------
<S>                                                                          <C>             <C>           <C>            <C>
                                                                        June 15,        June 16,      June 15,       June 16,
                                                                         2002            2001          2002           2001
                                                                         ----            ----          ----           ----

     Net Revenues....................................................... $2,209         $2,060        $3,981         $3,707
     Cost of sales......................................................  1,185          1,108         2,127          1,990
                                                                          -----          -----         -----          -----

     Gross Profit.......................................................  1,024            952         1,854          1,717
     Selling, delivery and administrative expenses......................    753            735         1,448          1,410
                                                                          -----          -----         -----          -----

     Operating Income...................................................    271            217           406            307
     Interest expense, net..............................................     46             46            91             90
     Minority interest..................................................     16             14            24             19
                                                                          -----          -----         -----          -----

     Income before income taxes.........................................    209            157           291            198
     Income tax expense before rate change..............................     70             57            98             72
     Income tax rate change benefit.....................................      -            (16)            -            (16)
                                                                          -----          -----         -----          -----

     Net Income......................................................... $  139         $  116        $  193         $  142
                                                                          =====          =====         =====          =====

     Basic Earnings Per Share........................................... $ 0.49         $ 0.41        $ 0.68         $ 0.49
     Weighted-Average Shares Outstanding................................    283            287           282            289

     Diluted Earnings Per Share......................................... $ 0.47         $ 0.39        $ 0.66         $ 0.48
     Weighted-Average Shares Outstanding................................    296            296           294            298

                                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
                                                                                                  24-weeks Ended
                                                                                                  --------------
<S>                                                                                               <C>             <C>
                                                                                             June 15,        June 16,
                                                                                               2002            2001
                                                                                               ----            ----
    Cash Flows - Operations
    Net income........................................................................        $ 193          $ 142
    Adjustments to reconcile net income to net cash provided by operations:
            Depreciation..............................................................          189            167
            Amortization..............................................................            3             62
            Deferred income taxes.....................................................           36             (7)
            Other non-cash charges and credits, net...................................          113             86
            Changes in operating working capital:
              Accounts receivable.....................................................         (235)          (222)
              Inventories.............................................................          (58)           (87)
              Prepaid expenses and other current assets...............................           31              4
              Accounts payable and other current liabilities..........................           24             34
                                                                                              -----          -----
            Net change in operating working capital ..................................         (238)          (271)
                                                                                              -----          -----

    Net Cash Provided by Operations...................................................          296            179
                                                                                              -----          -----
    Cash Flows - Investments
       Capital expenditures...........................................................         (299)          (255)
       Acquisitions of bottlers.......................................................          (30)           (68)
       Sale of property, plant and equipment..........................................            7              3
       Other, net.....................................................................          (18)           (15)
                                                                                              -----          -----

    Net Cash Used for Investments.....................................................         (340)          (335)
                                                                                              -----          -----
    Cash Flows - Financing
       Short-term borrowings - three months or less...................................          (80)           149
       Proceeds from issuance of long-term debt.......................................           37              -
       Payments of long-term debt.....................................................           (1)             -
       Dividends paid.................................................................           (6)            (6)
       Proceeds from exercise of stock options........................................           70              7
       Purchases of treasury stock....................................................          (53)          (117)
                                                                                              -----          -----

    Net Cash (Used for) Provided by Financing.........................................          (33)            33
                                                                                              -----          -----

    Effect of Exchange Rate Changes on Cash and Cash Equivalents......................            2             (4)
                                                                                              -----          -----
    Net Decrease in Cash and Cash Equivalents.........................................          (75)          (127)
    Cash and Cash Equivalents - Beginning of Period...................................          277            318
                                                                                              -----          -----
    Cash and Cash Equivalents - End of Period.........................................        $ 202          $ 191
                                                                                              =====          =====
    Supplemental Cash Flow Information
    Third-party interest and income taxes paid........................................        $ 122          $ 143
                                                                                              =====          =====

                                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)
<S>                                                                                    <C>            <C>
                                                                                     June          December
                                                                                   15, 2002        29, 2001
                                                                                   --------        --------
Assets
Current Assets
  Cash and cash equivalents................................................          $  202         $  277
  Accounts receivable, less allowance of $43 at
        June 15, 2002 and $42 at December 29, 2001.........................           1,081            823
  Inventories..............................................................             398            331
  Prepaid expenses and other current assets................................             129            117
                                                                                      -----          -----
          Total Current Assets.............................................           1,810          1,548

Property, plant and equipment, net.........................................           2,739          2,543
Intangible assets, net.....................................................           3,726          3,684
Other assets...............................................................              90             82
                                                                                      -----          -----
           Total Assets....................................................          $8,365         $7,857
                                                                                      =====          =====
Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable and other current liabilities...........................          $1,086         $1,004
  Short-term borrowings....................................................              73             77
                                                                                      -----          -----
          Total Current Liabilities........................................           1,159          1,081

Long-term debt.............................................................           3,311          3,285
Other liabilities..........................................................             600            550
Deferred income taxes......................................................           1,066          1,021
Minority interest..........................................................             347            319
                                                                                      -----          -----
          Total Liabilities................................................           6,483          6,256

Shareholders' Equity
   Common stock, par value $0.01 per share:
       authorized 900 shares, issued 310 shares............................               3              3
   Additional paid-in capital..............................................           1,753          1,739
   Retained earnings.......................................................             835            649
   Accumulated other comprehensive loss....................................            (327)          (370)
   Treasury stock: 25 shares and 29 shares at June 15, 2002 and December 29,
      2001, respectively...................................................            (382)          (420)
                                                                                      -----          -----
          Total Shareholders' Equity.......................................           1,882          1,601
                                                                                      -----          -----
           Total Liabilities and Shareholders' Equity......................          $8,365         $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 June 15, 2002,  PepsiCo  Inc.'s  ("PepsiCo")  ownership  consisted of
37.2% of our outstanding common stock and 100% of our outstanding Class B common
stock,  together  representing  42.2% 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 June 15, 2002 and
the Condensed  Consolidated  Statements  of  Operations  for the 12 and 24-weeks
ended June 15, 2002 and June 16, 2001 and Cash Flows for the 24-weeks ended June
15,  2002 and June 16,  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 second  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
                                                          June        December
                                                        15, 2002      29, 2001
                                                        --------      --------
Raw materials and supplies..................              $137          $117
Finished goods..............................               261           214
                                                           ---           ---
                                                          $398          $331
                                                           ===           ===


                                       -5-
<PAGE>



Note 4 - Property, plant and equipment, net

<TABLE>
<CAPTION>
<S>                                                                              <C>           <C>
                                                                                   June        December
                                                                                 15, 2002      29, 2001
                                                                                 -------       --------
Land...................................................................          $  153        $  145
Buildings and improvements.............................................             976           925
Manufacturing and distribution equipment...............................           2,496         2,308
Marketing equipment....................................................           1,955         1,846
Other..................................................................             133           121
                                                                                  -----         -----
                                                                                  5,713         5,345
Accumulated depreciation...............................................          (2,974)       (2,802)
                                                                                  -----         -----
                                                                                 $2,739        $2,543
                                                                                  =====         =====
Note 5 - Intangible assets, net
                                                                                   June        December
                                                                                 15, 2002      29, 2001
                                                                                 --------      --------
Intangibles subject to amortization:
   Gross carrying amount:
   Franchise rights....................................................          $   18         $  12
   Other identifiable intangibles......................................              44            39
                                                                                  -----         -----
                                                                                     62            51
                                                                                  -----         -----
   Accumulated amortization:
   Franchise rights....................................................              (4)           (2)
   Other identifiable intangibles......................................             (26)          (25)
                                                                                  -----         -----
                                                                                    (30)          (27)
                                                                                  -----         -----
Intangibles not subject to amortization:
   Gross carrying amount:
   Franchise rights....................................................           3,610         3,585
   Goodwill............................................................           1,589         1,574
                                                                                  -----         -----
                                                                                  5,199         5,159
                                                                                  -----         -----
   Accumulated amortization:
   Franchise rights....................................................            (975)         (971)
   Goodwill............................................................            (530)         (528)
                                                                                  -----         -----
                                                                                 (1,505)       (1,499)
                                                                                  -----         -----
                                                                                 $3,726        $3,684
                                                                                  =====         =====
</TABLE>

Note 6 - Acquisitions
     In  March  2002,  PBG  acquired  the  operations  and  exclusive  right  to
manufacture, sell and distribute Pepsi-Cola's international beverages in Turkey.
Specifically, we acquired the majority and minority ownership interests in Fruko
Mesrubat  Sanayii A.S. and other  related  entities  from Tamek Holding A.S. and
individual  shareholders,  and PepsiCo. Prior to the acquisition,  PepsiCo had a
22%  investment  in  the  bottling   operations  in  Turkey.  As  part  of  this
acquisition, PBG paid PepsiCo $7 million for its equity interest in the acquired
entity,  and  received  $16 million  from  PepsiCo for the sale of the  acquired
entity's local brands to PepsiCo. Also in March 2002, we acquired the operations
and exclusive right to  manufacture,  sell and distribute  Pepsi-Cola  beverages
from the Pepsi-Cola  Bottling Company of Macon,  Inc. in Georgia.  The aggregate
purchase  price of these two  acquisitions  was $91  million  consisting  of $21
million of net cash paid and $70  million of assumed debt. Of the $26 million of
acquired intangible assets, $6 million was assigned to goodwill, and $15 million
to  franchise  rights,  both of which are not  subject to  amortization,  and $5
million was  assigned to other  identifiable  intangibles,  which are subject to
amortization.


                                                                       -6-
<PAGE>


     In  June  2002,  PBG  acquired  the  operations  and  exclusive   right  to
manufacture,  sell and  distribute  Pepsi-Cola  beverages  from  the  Pepsi-Cola
Bottling Company of Aroostook,  Inc., based in Presque Isle, Maine. The purchase
price of this acquisition was approximately $5 million.

     The Turkey  acquisition was 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 the two  principal
shareholders  of the Mexican  bottler  Pepsi-Gemex,  S.A. de C.V.  regarding the
possible  acquisition of all the outstanding shares of the company.  Pepsi-Gemex
is the second  largest  bottler of  Pepsi-Cola  beverages  outside of the United
States. It is expected that if the transaction occurs, it will be in the form of
cash tender offers in the United States and Mexico.  The gross  enterprise value
of  Pepsi-Gemex,  of which  PepsiCo  is an  approximately  34%  shareholder,  as
determined  by the parties is 11.9  billion  Mexican  pesos.  At the time of the
filing of this 10-Q,  we can provide no  assurance  with  respect to the timing,
value or determination to proceed with any transaction.

Note 7 - Treasury Stock
     In the  first 24 weeks of 2002,  we  repurchased  approximately  2  million
shares for $53 million and  approximately 6 million shares for $117 million over
the same period in 2001. Since the inception of the our share repurchase program
in  October  1999,  nearly 34  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 June 15, 2002,  our use of  derivative  instruments  is limited to an
interest rate swap, forward contracts, futures and options on futures contracts.

     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.

     In the first 24 weeks of 2002,  the  amount  of  deferred  losses  from our
commodity  hedging  that we  recognized  into income was $7 million,  while a $2
million deferred gain was recognized over the same period of 2001. An $8 million
deferred  gain and $19  million  deferred  loss  remained in  accumulated  other
comprehensive loss in our Condensed Consolidated Balance Sheets at June 15, 2002
and December 29, 2001,  respectively,  resulting from our commodity  hedges.  We
anticipate that the deferred gain as of June 15, 2002, which is $5 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  Hedges - 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 June 15, 2002
and December 29, 2001 our debt instruments  primarily  consisted of $3.3 billion


                                       -7-
<PAGE>



of fixed-rate  long-term senior notes, 3% of which we converted to floating rate
debt through the use of an interest rate swap with the objective of reducing our
overall  borrowing  costs.  This interest  rate swap,  which expires in 2004, is
designated  as and  qualifies  for  fair  value  hedge  accounting  and is  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 this swap is fully
offset by the opposite market impact on the related debt.

     There was  essentially no change in fair value of the interest rate swap in
the first 24 weeks of 2002, which compares to a gain of $7 million over the same
period in 2001. The fair value change 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 third quarter of 2002,  PBG purchased an interest rate swap that
converted the remaining $900 million of our $1 billion 5 3/8% fixed rate debt to
floating  rate debt.  The new interest rate swap expires in 2004 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.

     At June 15, 2002 and 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.  The  contract  expires  in  December  of 2002 with a
one-year renewal option.

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 $59  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 $137 million (or $0.46 per diluted share) and $42 million
(or $0.14 per diluted share) to $184 million (or $0.62 per diluted share) in the
quarter and year-to-date, respectively.









                                       -8-
<PAGE>



Note 10 - Comprehensive Income

<TABLE>
<CAPTION>
                                                                          12-weeks Ended         24-weeks Ended
                                                                          --------------         --------------
<S>                                                                   <C>         <C>            <C>        <C>
                                                                      June        June          June        June
                                                                    15, 2002    16, 2001      15, 2002    16, 2001
                                                                    --------    --------      --------    --------
Net income.....................................................       $139        $116           $193       $142
Currency translation adjustment................................         25           -             27        (31)
Cash flow hedge accounting adjustment..........................          9           -             16         (2)
                                                                       ---         ---            ---        ---
Comprehensive income...........................................       $173        $116           $236       $109
                                                                       ===         ===            ===        ===
</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>


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") second  quarter and first  24-weeks of 2002 were
as follows:

o    We delivered 10% constant territory EBITDA growth in the second quarter and
     11% growth in the first 24-weeks of 2002.

o    We increased worldwide constant territory physical case volume by 2% and 3%
     in the second quarter and first 24-weeks of 2002, respectively.

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

o    We delivered  second quarter 2002 diluted  earnings per share of $0.47,  an
     increase  of $0.08,  or 19%,  over  2001 and  second  quarter  year-to-date
     diluted earnings per share of $0.66, an increase of $0.18, or 38%, over the
     same 24 -week period in 2001.

        - Included  in the second  quarter  increase  of $0.08 and  year-to-date
          increase of $0.18 is a $0.07 and $0.14, 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 include a tax benefit
          of  $0.05  in both  the  quarter  and  year-to-date  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.

Results of Operations
---------------------
                                  Reported Change    Constant Territory Change
                                  ---------------    -------------------------
                                12-weeks   24-weeks     12-weeks    24-weeks
                                --------   --------     --------    --------
     EBITDA.....................  11%        12%           10%         11%
     Volume......................  5%         5%            2%          3%
     Net Revenue per Case........  2%         3%            3%          3%









                                      -10-



<PAGE>

EBITDA
     EBITDA was $370  million and $598  million in the second  quarter and first
24-weeks of 2002,  representing an 11% and 12% increase over the same periods of
2001, respectively. On a constant territory basis, EBITDA growth was 10% for the
quarter  and 11%  year-to-date  reflecting  an  increase in net revenue per case
across all countries and volume  growth,  primarily in the U.S. and Russia.  The
growth in both periods is partially  offset by modest increases in cost of sales
per case and selling, delivery and administrative expenses.

Volume
     Our worldwide  physical case volume increased 5% in both the second quarter
and first 24-weeks of 2002.  Constant  territory  volume growth was 2% and 3% in
the second quarter and year-to-date,  respectively, led by the U.S. where volume
increased 2% in the second quarter and 3% year-to-date.  The U.S. second quarter
results reflect solid  take-home  volume growth,  partially  offset by flat cold
drink volume.  The second quarter cold drink volume was unfavorably  impacted by
unseasonably  cold weather in the U.S. and Canada, in addition to the lapping of
the  introduction  of Mountain Dew Code Red in the prior year. On a year-to-date
basis,  the  U.S.  constant  territory  volume  increase  was  led by  favorable
performance in both the take-home and cold drink channels.  United States volume
growth  continues to benefit from  innovation,  as well as the strong  growth of
Aquafina.  Outside the U.S., our constant  territory volume increased 4% in both
the quarter and  year-to-date  as  double-digit  growth in Russia was  partially
offset by volume softness in Canada and declines in Spain.

Net Revenues
     Net  revenues  for the quarter grew $149  million,  a 7% increase  over the
prior  year,  with  year-to-date  net  revenues  up 7% as  well.  On a  constant
territory  basis, net revenues grew 5% in the quarter driven by volume growth of
2% and a 3% increase in net revenue per case. On a year-to-date basis,  constant
territory  net  revenue  grew 6%  reflecting  3% growth in both  volume  and net
revenue per case.  Constant  territory net revenue per case growth was driven by
the U.S.,  which grew 3% in both  periods  reflecting  an  increase  in pricing,
combined  with  favorable  package and channel mix.  Outside the U.S.,  constant
territory net revenues were up 5% in the quarter, consisting of 4% volume growth
and 1% net  revenue per case  growth.  On a  year-to-date  basis,  net  revenues
outside the U.S. were up 4%,  reflecting a 4% increase in volume and  relatively
flat net revenue per case  growth.  Excluding  the  negative  impact of currency
translations,  net  revenue  per case  grew 1% and 2%  outside  the U.S.  in the
quarter and first 24-weeks of 2002, respectively, and had no impact on worldwide
net revenue per case growth.

Cost of Sales
     Cost of sales  increased $77 million,  or 7%, in the second quarter of 2002
and $137 million,  or 7%,  year-to-date.  On a constant territory basis, cost of
sales grew 4% in the quarter  driven by volume growth of 2% and a 2% increase in
cost of sales per case. On a  year-to-date  basis,  constant  territory  cost of
sales grew 5%  reflecting 3% growth in volume and a 2% increase in cost of sales
per  case.  The  increase  in cost of sales per case was  driven by higher  U.S.
concentrate costs, and mix shifts into higher cost packages.

Selling, Delivery and Administrative Expenses
     Selling,  delivery and administrative  expenses grew $18 million, or 3%, in
the  second  quarter  and $38  million,  or 3%, in the first  24-weeks  of 2002.
Excluding  the impact of the adoption of SFAS 142,  which had it been adopted on
the first  day of 2001  would  have  lowered  second  quarter  and  year-to-date
amortization  expense by $30 million  and $59  million,  respectively,  constant
territory selling,  delivery and administrative  expenses grew 5% in the quarter
and 6%  year-to-date.  This  increase was  primarily  driven by higher  variable
selling  and  delivery  costs  reflecting  growth  in our  business  and  higher
advertising and marketing costs.






                                      -11-
<PAGE>

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. This rate corresponds to an effective tax rate
of 36.5% in 2001.  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 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.  The changes to deferred
taxes  resulted in a reduction of our tax expense in the second  quarter of 2001
totaling $16 million ($0.05 per diluted share after minority interest).

Liquidity and Capital Resources
-------------------------------
Cash Flows
     Net cash  provided by  operations  increased  $117  million to $296 million
reflecting strong EBITDA growth coupled with improved working capital.

     Net cash used for investments  increased by $5 million  primarily due to an
increase  in  capital  expenditures,   partially  offset  by  lower  acquisition
spending.

     Net cash (used for)  provided by financing  increased by $66 million from a
source of cash of $33  million in 2001 to a use of cash of $33  million in 2002.
In 2002,  net cash used for  financing  activities  is driven by the pay down of
short term borrowings  primarily outside the U.S., offset by a decrease in share
repurchases  and an  increase  of stock  option  exercises.  In  2001,  net cash
provided  by  financing  was driven by  short-term  borrowings,  which were used
primarily to fund investment spending and share repurchases.

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.
























                                      -12-

<PAGE>


Item 3.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
     We have no material changes to the risk disclosures made in our 2001 Annual
Report on Form 10-K.



Item 4.

Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a)  Annual Meeting of Shareholders  of The Pepsi Bottling  Group,  Inc. was
     held on May 22, 2002.
(b)  The names of all directors are set forth in (c) below.  The proxies for
     the meeting were  solicited  pursuant to Regulation 14 under the Securities
     Exchange Act of 1934.  There were no  solicitations  in  opposition  to the
     nominees as listed in the proxy and all such nominees were elected.
(c)  A brief  description  of each  matter  voted on and the number of votes
     cast are as follows:



                                                Number of Votes (millions)
                                                --------------------------
                                                                      Broker
Description of Proposals                      For  Against  Abstain  Non-votes
------------------------                      ---  -------  -------  ---------
1) Election of Directors:
     Linda G. Alvarado                        275    N/A       30       N/A
     Barry H. Beracha                         276    N/A       29       N/A
     John T. Cahill                           277    N/A       28       N/A
     Thomas H. Kean                           278    N/A       27       N/A
     Susan D. Kronick                         276    N/A       29       N/A
     Blythe J. McGarvie                       277    N/A       28       N/A
     Margaret D. Moore                        277    N/A       28       N/A
     Clay G. Small                            283    N/A       22       N/A
     Craig E. Weatherup                       277    N/A       28       N/A
2) Approval of the PBG 2002 Long-Term
   Incentive Plan                             150     94       61       N/A
3) Approval of the appointment of KPMG LLP
   as independent auditors                    252     6        47       N/A













                                      -13-
<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 June 15,  2002,  and the  related  Condensed
Consolidated Statements of Operations for the twelve and twenty-four weeks ended
June 15, 2002 and June 16, 2001 and the  Condensed  Consolidated  Statements  of
Cash Flows for the  twenty-four  weeks  ended June 15,  2002 and June 16,  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
July 9, 2002








                                      -14-

<PAGE>




                   PART II - OTHER INFORMATION AND SIGNATURES


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

                  (a)  Exhibits

                      See Index to Exhibits on page 17.





































                                      -15-
<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:    July 26, 2002                                Andrea L. Forster
         -------------                          -------------------------------
                                                 Vice President and Controller






Date:    July 26, 2002                                Alfred H. Drewes
         -------------                          -------------------------------
                                                   Senior Vice President and
                                                    Chief Financial Officer















                                      -16-

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------
                                   ITEM 6 (a)
                                   ----------



EXHIBITS
--------

Exhibit 11         Computation of Basic and Diluted Earnings Per Share



































                                                                 -17-

<PAGE>
<TABLE>
<CAPTION>

                                                                                          EXHIBIT 11
                         The Pepsi Bottling Group, Inc.
               Computation of Basic and Diluted Earnings Per Share
                      (in millions, except per share data)

                                                              12-weeks Ended          24-weeks Ended
                                                              --------------          --------------
                                                         June 15,    June 16,       June 15,    June 16,
                                                           2002        2001           2002        2001
                                                           ----        ----           ----        ----
<S>                                                      <C>         <C>            <C>         <C>
Number of shares on which basic earnings
  per share is based:
  Average outstanding during period................        283         287            282         289
  Add - Incremental shares under stock
    compensation plans.............................         13           9             12           9
                                                          ----        ----           ----        ----

Number of shares in which diluted
  earnings per share is based......................        296         296            294         298

Net earnings applicable to common
   shareholders (millions).........................      $ 139       $ 116          $ 193       $ 142

Net earnings on which diluted earnings
   per share is based (millions)...................      $ 139       $ 116          $ 193       $ 142

Basic earnings per share...........................      $0.49       $0.41          $0.68       $0.49

Diluted earnings per share.........................      $0.47       $0.39          $0.66       $0.48


</TABLE>



















                                                                 -18-

<PAGE>