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   March 23, 2002 (12 weeks)
                                 -------------------------

                                       OR

--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the transition period from       to
                               ----      ----

Commission file number  1-14893
                        -------




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

              Delaware                                  13-4038356
         --------------------                         -------------
(State or other jurisdiction of                           (I.R.S.
Employer 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 April 19, 2002:
282,589,617




<PAGE>



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

                                                                       Page No.
                                                                       --------

Part I            Financial Information

   Item 1.   Financial Statements

             Condensed Consolidated Statements of Operations -
                  12 weeks ended March 23, 2002 and March 24, 2001          3

             Condensed Consolidated Statements of Cash Flows -
                  12 weeks ended March 23, 2002 and March 24, 2001          4

             Condensed Consolidated Balance Sheets -
                  March 23, 2002 and December 29, 2001                      5

             Notes to Condensed Consolidated Financial Statements         6-8

   Item 2.   Management's Discussion and Analysis of Results of
                  Operations and Financial Condition                     9-11

   Item 3.   Quantitative and Qualitative Disclosures About
                  Market Risk                                              11

             Independent Accountants' Review Report                        12

Part II           Other Information and Signatures


   Item 6.   Exhibits                                                      13


                                       2
<PAGE>







                         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
                                                         ----------------
                                                      March 23,       March 24,
                                                        2002            2001
                                                     ---------       ---------

 Net Revenues........................................ $1,772          $1,647
 Cost of sales.......................................    942             882
                                                       -----           -----

 Gross Profit........................................    830             765
 Selling, delivery and administrative expenses.......    695             675
                                                       -----           -----

 Operating Income....................................    135              90
 Interest expense, net...............................     45              44
 Minority interest...................................      8               5
                                                       -----            ----

 Income before income taxes..........................     82              41
 Income tax expense..................................     28              15
                                                        ----            ----

 Net Income..........................................  $  54           $  26
                                                       =====           =====

 Basic Earnings per Share............................  $0.19           $0.09
 Weighted-Average Shares Outstanding.................    280             290

 Diluted Earnings per Share..........................  $0.19           $0.09
 Weighted-Average Shares Outstanding.................    291             299


     See accompanying notes to Condensed Consolidated Financial Statements.












                                       3
<PAGE>



<TABLE>
<CAPTION>



                                                    The Pepsi Bottling Group, Inc.
                                            Condensed Consolidated Statements of Cash Flows
                                                        in millions, unaudited
                                                                                                  12 Weeks Ended
                                                                                                 ----------------
                                                                                              March 23,      March 24,
                                                                                                2002           2001
                                                                                              --------       --------
<S>                                                                                             <C>            <C>
    Cash Flows - Operations
      Net income.....................................................................           $ 54           $ 26
      Adjustments to reconcile net income to net cash provided by operations:
            Depreciation..............................................................            91             81
            Amortization..............................................................             2             30
            Deferred income taxes.....................................................            11              1
            Other non-cash charges and credits, net...................................            56             40
            Changes in operating working capital, excluding effects of  acquisitions:
              Accounts receivable.....................................................           (21)             2
              Inventories.............................................................            (9)           (33)
              Prepaid expenses and other current assets...............................            (3)             2
              Accounts payable and other current liabilities..........................           (87)          (120)
                                                                                                ----           ----
            Net change in operating working capital ..................................          (120)          (149)
                                                                                                ----           ----
    Net Cash Provided by Operations...................................................            94             29
                                                                                                ----           ----
    Cash Flows - Investments
       Capital expenditures...........................................................          (110)          (114)
       Acquisitions...................................................................           (24)             -
       Sale of property, plant and equipment..........................................             1              -
       Other, net.....................................................................            (6)            (7)
                                                                                                ----           ----

    Net Cash Used for Investments.....................................................          (139)          (121)
                                                                                                ----           ----

    Cash Flows - Financing
       Short-term borrowings - three months or less...................................            15              9
       Payments of third-party debt...................................................             -             (1)
       Dividends paid.................................................................            (3)            (3)
       Proceeds from exercise of stock options........................................             3              -
       Purchase of treasury stock.....................................................           (34)           (54)
                                                                                                ----           ----

    Net Cash Used for Financing.......................................................           (19)           (49)
                                                                                                ----           ----

    Effect of Exchange Rate Changes on Cash and Cash Equivalents......................             -             (4)
                                                                                                ----           ----
    Net Decrease in Cash and Cash Equivalents.........................................           (64)          (145)
    Cash and Cash Equivalents Beginning of Period.....................................           277            318
                                                                                                ----           ----
    Cash and Cash Equivalents End of Period...........................................          $213           $173
                                                                                                ====           ====
    Supplemental Cash Flow Information
    Third-party interest and income taxes paid........................................          $111           $100
                                                                                                ====           ====
                                See accompanying notes to Condensed Consolidated Financial Statements.
</TABLE>



                                       4
<PAGE>


<TABLE>
<CAPTION>


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

                                                                                   (Unaudited)
                                                                                      March        December
                                                                                    23, 2002       29, 2001
                                                                                    --------       --------
Assets
<S>                                                                                 <C>            <C>
Current Assets
  Cash and cash equivalents................................................         $  213         $  277
  Accounts receivable, less allowance of $39 and $42 at
        March 23, 2002 and December 29, 2001, respectively.................            850            823
  Inventories..............................................................            346            331
  Prepaid expenses and other current assets................................            119            117
                                                                                    ------         ------
       Total Current Assets................................................          1,528          1,548

Property, plant and equipment, net.........................................          2,641          2,543
Intangible assets, net.....................................................          3,688          3,684
Other assets...............................................................             98             82
                                                                                    ------         ------
          Total Assets.....................................................         $7,955         $7,857
                                                                                    ======         ======
Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable and other current liabilities...........................         $  946         $1,004
  Short-term borrowings....................................................            109             77
                                                                                    ------         ------
       Total Current Liabilities...........................................          1,055          1,081

Long-term debt.............................................................          3,331          3,285
Other liabilities..........................................................            576            550
Deferred income taxes......................................................          1,035          1,021
Minority interest..........................................................            327            319
                                                                                    ------         ------
          Total Liabilities................................................          6,324          6,256

Shareholders' Equity
   Common stock, par value $.01 per share:
       authorized 900 shares, issued 310 shares............................              3              3
   Additional paid-in capital..............................................          1,740          1,739
   Retained earnings.......................................................            700            649
   Accumulated other comprehensive loss....................................           (361)          (370)
   Treasury stock: 30 shares and 29 shares at March 23, 2002 and December
      29, 2001, respectively...............................................           (451)          (420)
                                                                                    ------         ------
       Total Shareholders' Equity..........................................          1,631          1,601
                                                                                    ------         ------
           Total Liabilities and Shareholders' Equity......................         $7,955         $7,857
                                                                                    ======         ======

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


                                       5
<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 March 23, 2002,  PepsiCo Inc.'s  ("PepsiCo")  ownership  consisted of
37.9% of our outstanding common stock and 100% of our outstanding Class B common
stock,  together  representing  43.0% 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 March 23, 2002 and
the  Condensed  Consolidated  Statements  of  Operations  and Cash Flows for the
12-weeks ended March 23, 2002 and March 24, 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 first  quarter are not  necessarily  indicative  of the
results that may be expected for the full year because of business  seasonality.
The seasonality of our operating  results arises from higher sales in the second
and third quarters  versus the first and fourth  quarters of the year,  combined
with the impact of fixed costs, such as depreciation and interest, which are not
significantly impacted by business seasonality.

Note 3 - Inventories
                                               March     December
                                              23, 2002   29, 2001
                                              --------   --------
Raw materials and supplies................      $117        $117
Finished goods............................       229         214
                                                ----        ----
                                                $346        $331
                                                ====        ====


                                       6
<PAGE>



Note 4 - Property, Plant and Equipment, net
                                                      March        December
                                                    23, 2002       29, 2001
                                                    --------       --------
Land..............................................   $  145        $  145
Buildings and improvements........................      939           925
Manufacturing and distribution equipment..........    2,426         2,308
Marketing equipment...............................    1,855         1,846
Other.............................................      124           121
                                                     ------        ------
                                                      5,489         5,345
Accumulated depreciation..........................   (2,848)       (2,802)
                                                     ------        ------
                                                     $2,641        $2,543
                                                     ======        ======

Note 5 - Intangible assets, net
                                                       March       December
                                                     23, 2002      29, 2001
                                                     --------      --------
Intangibles subject to amortization:
   Gross carrying amount:
   Franchise rights...............................  $    13        $   12
   Other identifiable intangibles.................       39            39
                                                     ------        ------
                                                         52            51
                                                     ------        ------
   Accumulated amortization:
   Franchise rights...............................       (3)           (2)
   Other identifiable intangibles.................      (26)          (25)
                                                     ------        ------
                                                        (29)          (27)
                                                     ------        ------
Intangibles not subject to amortization:
   Gross carrying amount:
   Franchise rights...............................    3,590         3,585
   Goodwill.......................................    1,574         1,574
                                                     ------        ------
                                                      5,164         5,159
                                                     ------        ------
   Accumulated amortization:
   Franchise rights...............................     (971)         (971)
   Goodwill.......................................     (528)         (528)
                                                     ------        ------
                                                     (1,499)       (1,499)
                                                     ------        ------
                                                     $3,688        $3,684
                                                     ======        ======

Note 6 -  Acquisitions
     In late 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 late 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 $90 million consisting of
$20 million of cash paid and $70 million of assumed debt.

     The Turkey  acquisition was made to allow us to strategically  increase our
markets outside the United States.  The Macon  acquisition was made to enable us
to provide better service to our large retail customers in the United States. We
also expect both acquisitions to reduce costs through economies of scale.


                                       7
<PAGE>

     As these acquisitions were completed late in our first quarter, the results
of their  operations  were not material  and have not been  included in our 2002
first quarter  results.  In addition,  due to the timing of the acquisitions the
purchase accounting  allocations  including the allocation of the purchase price
to goodwill and other identifiable intangibles was not made in the first quarter
but rather will be made during the balance of 2002.

     In the  first  quarter  of  2002,  PBG  paid  $4  million  to  PepsiCo  for
distribution rights relating to the SoBe brand in certain PBG-owned  territories
in the United States.

Note 7 - Treasury Stock
     In the first  quarter of 2002,  we  repurchased  approximately  1.5 million
shares for $34 million and approximately 2.8 million shares for $54 million over
the same period in 2001.  Since the inception of the Company's share  repurchase
program in October 1999,  nearly 33 million shares of PBG common stock have been
repurchased of the total 50 million shares authorized to be repurchased.

Note 8 - New Accounting Standards
     During 2001,  the Financial  Accounting  Standards  Board  ("FASB")  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 first quarter 2001  amortization  expense
would have been lowered by  approximately  $29 million and net income would have
increased $20 million (or $0.07 per diluted share) to $46 million.

Note 9 - Comprehensive Income/(Loss)

                                                          12-weeks Ended
                                                         ----------------
                                                        March        March
                                                      23, 2002      24, 2001
                                                      --------      --------
Net income...........................................   $ 54          $ 26
Currency translation adjustment......................      2           (27)
SFAS 133 adjustment..................................      7            (6)
                                                        ----          ----
Comprehensive Income/(Loss)..........................   $ 63          $ (7)
                                                        ====          ====

Note 10 - 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 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.


                                       8
<PAGE>
Item 2.

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

Overview
     The  first  quarter  of  2002  marked  the  13th  consecutive   quarter  of
outstanding  operating results for The Pepsi Bottling Group, Inc.  (collectively
referred to as "PBG," "we," "our" and "us"). Highlights of these results were as
follows:

o  Constant territory EBITDA grew 12% in the first quarter.

o  Our worldwide constant territory physical case volume grew by 4% in the
   first 12-weeks of 2002.

o  We increased first quarter worldwide constant territory net revenue per
   case by 3% as compared to the same period in 2001.

o  We delivered first quarter 2002 diluted earnings per share of $0.19, an
   increase of $0.10 over the same 12 week period in 2001. Included in the
   increase of $0.10 is a $0.07 favorable impact from the adoption of SFAS
   142, "Goodwill and Other Intangible Assets."

     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 accounting principles
generally  accepted in the United States of America and should not be considered
an  alternative  to  measurements  required  by GAAP such as net  income or cash
flows.

Results of Operations
---------------------
                                                               Constant
                                               Reported        Territory
                                                Change          Change
                                               --------        ---------
     EBITDA..................................     13%             12%
     Volume..................................      4%              4%
     Net Revenue per Case....................      3%              3%


EBITDA
     On a reported basis,  EBITDA was $228 million in the first quarter of 2002,
representing  a 13%  increase  over  the same  period  of  2001.  On a  constant
territory  basis,  EBITDA  grew 12% for the first  quarter  of 2002,  reflecting
higher pricing in the U.S., an increased mix of higher margin cold drink volume,
approximately  4%  volume  growth  in the  U.S.,  and  continued  growth  in our
operations  outside  the U.S.,  particularly  in  Russia.  These  increases  are
partially offset by higher variable selling and delivery costs.


                                       9
<PAGE>




Volume
     Our  worldwide  physical  case  volume grew  approximately  4% in the first
12-weeks  of  2002.  Constant  territory  volume  grew 4% in the  first  quarter
reflecting  approximately 4% volume growth from both the U.S. and our operations
outside the United States.  U.S. growth was led by solid performance in both the
take-home and cold drink channels. In both channels, we continue to benefit from
innovation,  as well as the  continued  strong  growth of Aquafina.  Outside the
U.S.,  volume  growth  was led by  double-digit  growth in Russia.  Our  Russian
business  benefited from the  introduction of several new products this quarter,
including  Cherry  Pepsi,  Pepsi  Twist,  two new local  flavors  as well as the
continued success of our water business.

Net revenues
     Reported net  revenues  were $1,772  million in the first  quarter of 2002,
representing an 8% increase over the prior year. On a constant  territory basis,
net revenues  increased by 7% in the quarter,  reflecting  4% volume  growth and
approximately  3% growth in net revenue per case.  U.S.  net  revenues  grew 7%,
driven by  approximately  4% volume and net  revenue  per case  growth.  The net
revenue per case  growth in the U.S.  was driven  equally by an improved  mix of
higher revenue products resulting from innovation and Aquafina growth as well as
price increases primarily in our take-home business. Outside the U.S., growth in
net  revenues  was 4%  reflecting  approximately  4% volume  growth and flat net
revenue  per  case  growth.   Excluding   the  negative   impact  from  currency
translations,  net revenue  per case growth was over 4% outside the U.S.  and 4%
worldwide.

Cost of sales
     Cost of sales  increased $60 million,  or 7%, in the first quarter of 2002.
On a constant  territory  basis,  cost of sales  increased 6% reflecting  volume
growth of nearly 4% and cost of sales per case growth of  approximately  3%. The
increase  in cost  of  sales  per  case  is  primarily  driven  by  higher  U.S.
concentrate costs and mix shifts into higher cost packages and products.

Selling, delivery and administrative expenses
     Selling,  delivery and administrative  expenses grew $20 million, or 3%, in
the first quarter over the  comparable  period in 2001.  Excluding the impact of
the   adoption  of  SFAS  142,   constant   territory   selling,   delivery  and
administrative  expenses grew 7%. This  increase was primarily  driven by higher
variable  selling and delivery  costs  reflecting  growth in our business and an
increase in our bad debt provision.

Income tax expense
     Our full year forecasted tax rate for 2002 is 33.75%,  which corresponds to
an effective  tax rate of 36.5% in 2001.  The decrease in the effective tax rate
is primarily as a result of the implementation of SFAS 142 in 2002.

Liquidity and Capital Resources
-------------------------------
Cash Flows
     Net cash  provided by  operating  activities  increased  $65 million to $94
million in the first 12 weeks of 2002,  reflecting  strong EBITDA growth coupled
with improved working capital trends.

     Net cash used for investments increased by $18 million from $121 million at
the end of the first  quarter  of 2001 to $139  million in the first 12 weeks of
2002,  primarily due to  acquisition  spending,  which was $24 million higher in
2002.

     Net cash used for financing decreased $30 million from the end of the first
quarter of 2001 to the first 12-weeks of 2002.  This change  primarily  reflects
lower share repurchases.


                                       10
<PAGE>






Cautionary Statements
---------------------
     Except for the historical  information  and discussions  contained  herein,
statements contained in this Form 10-Q may constitute forward-looking statements
as defined  by the  Private  Securities  Litigation  Reform  Act of 1995.  These
forward-looking   statements  are  based  on  currently  available  competitive,
financial and economic data and our operating plans.  These statements involve a
number of risks, uncertainties and other factors that could cause actual results
to be  materially  different.  Among the  events  and  uncertainties  that could
adversely affect future periods are  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.


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.




































                                       11
<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 March 23, 2002, and the related  Condensed
Consolidated  Statements of Operations and Cash Flows for the twelve weeks ended
March 23,  2002 and March  24,  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
April 15, 2002


                                       12
<PAGE>


PART II - OTHER INFORMATION AND SIGNATAURES


Item 6.           Exhibits and Reports on Form 8-K
                  --------------------------------
                  (a)  Exhibits

                      See Index to Exhibits on page 15.
































                                       13
<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:  May 6, 2002                            Andrea L. Forster
       -----------                      ------------------------------
                                        Vice President and Controller






Date:  May 6, 2002                           Alfred H. Drewes
       -----------                      ----------------------------
                                          Senior Vice President and
                                           Chief Financial Officer
















                                       14
<PAGE>





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



EXHIBITS
--------

Exhibit 11           Computation of Basic and Diluted Earnings Per Share


































                                       15
<PAGE>





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

                                                       12-weeks Ended
                                                    -------------------
                                                    3/23/02     3/24/01
                                                    -------     -------
Number of shares on which basic earnings
  per share is based:
  Average outstanding during period.............      280         290

  Add - Incremental shares under stock
    compensation plans..........................       11           9
                                                     ----        ----
Number of shares in which diluted
  earnings per share is based...................      291         299

Net earnings applicable to common
   shareholders (millions)......................    $  54       $  26

Net earnings on which diluted earnings
   per share is based (millions)................    $  54       $  26

Basic earnings per share........................    $0.19       $0.09

Diluted earnings per share......................    $0.19       $0.09


















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