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

(Mark One)

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

For the quarterly period ended   March 19, 2005  (12 weeks)
                                 --------------------------

                                       OR

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

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


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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X  NO
                                      ---   ---

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

Number of shares of Common Stock outstanding as of April 15, 2005:
244,966,803


<PAGE>



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


                                                                                          Page No.
                                                                                          --------

Part I             Financial Information

     Item 1.       Financial Statements
<S>                                                                                           <C>
                   Condensed Consolidated Statements of Operations -
                        12 weeks ended March 19, 2005 and March 20, 2004                       2

                   Condensed Consolidated Statements of Cash Flows -
                        12 weeks ended March 19, 2005 and March 20, 2004                       3

                   Condensed Consolidated Balance Sheets -
                        March 19, 2005 and December 25, 2004                                   4

                   Notes to Condensed Consolidated Financial Statements                     5-11

                   Report of Independent Registered Public Accounting Firm                    12

     Item 2.       Management's Financial Review                                           13-19

     Item 3.       Quantitative and Qualitative Disclosures About Market Risk                 20

     Item 4.       Controls and Procedures                                                    20

Part II            Other Information

     Item 1.       Legal Proceedings                                                          21

     Item 2.       Changes in Securities, Use of Proceeds and Issuer Purchases
                        of Equity Securities                                               21-22

     Item 6.       Exhibits                                                                   23

</TABLE>



<PAGE>



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

                                                                                        12 Weeks Ended
                                                                                        --------------
                                                                                    March          March
                                                                                   19, 2005       20, 2004
                                                                                   --------       --------

<S>                                                                                 <C>            <C>
     Net revenues...........................................................        $2,147         $2,067
     Cost of sales..........................................................         1,116          1,051
                                                                                     -----          -----

     Gross profit...........................................................         1,031          1,016
     Selling, delivery and administrative expenses..........................           911            879
                                                                                     -----          -----

     Operating income.......................................................           120            137
     Interest expense, net..................................................            55             55
     Minority interest......................................................             6              6
                                                                                     -----          -----

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


     Net income.............................................................        $   39         $   50
                                                                                     =====          =====

     Basic earnings per share...............................................        $ 0.16         $ 0.19
                                                                                     =====          =====

     Weighted-average shares outstanding....................................           248            260

     Diluted earnings per share.............................................        $ 0.15         $ 0.19
                                                                                     =====          =====

     Weighted-average shares outstanding....................................           254            269
</TABLE>



     See accompanying notes to Condensed Consolidated Financial Statements.


                                       -2-
<PAGE>



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


                                                                                              12 Weeks Ended
                                                                                              --------------
                                                                                            March       March
                                                                                          19, 2005     20, 2004
                                                                                          --------     --------
Cash Flows - Operations
<S>                                                                                         <C>         <C>
 Net income.....................................................................           $   39       $   50
 Adjustments to reconcile net income to net cash (used for) provided by operations:
    Depreciation................................................................              130          124
    Amortization................................................................                3            3
    Deferred income taxes.......................................................                4           11
    Other non-cash charges and credits, net.....................................               64           62
    Changes in operating working capital, excluding effects of acquisitions:
     Accounts receivable, net...................................................               (3)          (3)
     Inventories, net...........................................................              (48)         (67)
     Prepaid expenses and other current assets..................................              (45)          (2)
     Accounts payable and other current liabilities.............................             (121)         (35)
     Income taxes payable.......................................................                2           (2)
                                                                                            -----        -----
    Net change in operating working capital ....................................             (215)        (109)
                                                                                            -----        -----
    Pension contributions.......................................................              (20)         (20)
    Other, net..................................................................              (15)         (10)
                                                                                            -----        -----

Net Cash (Used for) Provided by Operations......................................              (10)         111
                                                                                            -----        -----

Cash Flows - Investments
 Capital expenditures...........................................................              (93)        (102)
 Acquisitions of bottlers.......................................................               (1)           -
 Sale of property, plant and equipment..........................................                1            1
                                                                                            -----        -----

Net Cash Used for Investments...................................................              (93)        (101)
                                                                                            -----        -----

Cash Flows - Financing
 Short-term borrowings - three months or less...................................              147           97
 Proceeds of long-term debt.....................................................               23            9
 Payments of long-term debt.....................................................               (4)      (1,004)
 Dividends paid.................................................................              (13)          (3)
 Proceeds from exercise of stock options........................................               13           13
 Purchases of treasury stock....................................................             (118)         (86)
                                                                                            -----        -----

Net Cash Provided by (Used for) Financing.......................................               48         (974)
                                                                                            -----        -----

Effect of Exchange Rate Changes on Cash and Cash Equivalents....................                -           (2)
                                                                                            -----        -----
Net Decrease in Cash and Cash Equivalents.......................................              (55)        (966)
Cash and Cash Equivalents - Beginning of Period.................................              305        1,235
                                                                                            -----        -----
Cash and Cash Equivalents - End of Period.......................................           $  250       $  269
                                                                                            =====        =====

Supplemental Cash Flow Information
Net third-party interest paid...................................................           $   66       $   72
                                                                                            =====        =====
Income taxes paid...............................................................           $   14       $   16
                                                                                            =====        =====
</TABLE>


     See accompanying notes to Condensed Consolidated Financial Statements.


                                       -3-


<PAGE>



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

                                                                                        (Unaudited)
                                                                                           March       December
                                                                                          19, 2005     25, 2004
                                                                                          --------     --------

ASSETS
Current Assets
<S>                                                                                       <C>          <C>
Cash and cash equivalents.......................................................          $   250      $   305
Accounts receivable, less allowance of $59 at March 19, 2005 and
   $61 at December 25, 2004.....................................................            1,054        1,054
Inventories.....................................................................              476          427
Prepaid expenses and other current assets.......................................              293          253
                                                                                           ------       ------
   Total Current Assets.........................................................            2,073        2,039

Property, plant and equipment, net..............................................            3,543        3,581
Other intangible assets, net....................................................            3,645        3,639
Goodwill........................................................................            1,422        1,416
Other assets....................................................................              113          118
                                                                                           ------       ------
          Total Assets..........................................................          $10,796      $10,793
                                                                                           =======      ======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and other current liabilities..................................          $ 1,255      $ 1,373
Short-term borrowings...........................................................              301          155
Current maturities of long-term debt............................................               77           53
                                                                                           ------       ------
   Total Current Liabilities....................................................            1,633        1,581

Long-term debt..................................................................            4,470        4,489
Other liabilities...............................................................              937          914
Deferred income taxes...........................................................            1,417        1,415
Minority interest...............................................................              452          445
                                                                                           ------       ------
   Total Liabilities............................................................            8,909        8,844
                                                                                           ------       ------

Shareholders' Equity
Common stock, par value $0.01 per share:
   authorized 900 shares, issued 310 shares.....................................                3            3
Additional paid-in capital......................................................            1,716        1,719
Retained earnings...............................................................            1,914        1,887
Accumulated other comprehensive loss............................................             (303)        (315)
Deferred compensation...........................................................               (1)          (1)
Treasury stock: 64 shares and 61 shares at March 19, 2005 and December 25, 2004,
  respectively, at cost.........................................................           (1,442)      (1,344)
                                                                                           ------       ------
   Total Shareholders' Equity...................................................            1,887        1,949
                                                                                           ------       ------
          Total Liabilities and Shareholders' Equity............................          $10,796      $10,793
                                                                                           ======       ======
</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.


                                       -4-

<PAGE>



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

Note 1 - Basis of Presentation

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

     At March 19, 2005,  PepsiCo,  Inc.  ("PepsiCo") owned 104,303,858 shares of
our common stock,  consisting of 104,203,858  shares of common stock and 100,000
shares of Class B common  stock.  All  shares of Class B common  stock that have
been  authorized have been issued to PepsiCo.  At March 19, 2005,  PepsiCo owned
approximately  42.4% of our outstanding common stock and 100% of our outstanding
Class B common  stock,  together  representing  47.7% of the voting power of all
classes of our voting stock. In addition, PepsiCo owns approximately 6.8% of the
equity of Bottling  LLC. We fully  consolidate  the results of Bottling  LLC and
present  PepsiCo's  share as  minority  interest in our  Condensed  Consolidated
Financial Statements.

     The accompanying Condensed Consolidated Balance Sheet at March 19, 2005 and
the Condensed  Consolidated  Statements of Operations  and Cash Flows for the 12
weeks ended March 19,  2005 and March 20, 2004 have not been  audited,  but have
been prepared in conformity with accounting principles generally accepted in the
United States for interim  financial  information  and with the  instructions to
Form  10-Q and  Article  10 of  Regulation  S-X.  These  Condensed  Consolidated
Financial Statements should be read in conjunction with the audited consolidated
financial statements for the fiscal year ended December 25, 2004 as presented in
our Annual  Report on Form 10-K.  In the  opinion of  management,  this  interim
information  includes  all  material  adjustments,  which  are of a  normal  and
recurring nature, necessary for a fair presentation.

     Our U.S. and Canadian  operations  report using a fiscal year that consists
of fifty-two weeks,  ending on the last Saturday in December.  Every five or six
years a  fifty-third  week is added.  Fiscal year 2004  consisted  of  fifty-two
weeks.  In 2005, our fiscal year consists of fifty-three  weeks (the  additional
week is added to the fourth  quarter).  Our remaining  countries  report using a
calendar-year basis. Accordingly, we recognize our quarterly business results as
outlined below:

     Quarter               U.S. & Canada                 Mexico & Europe
     -------               -------------                 ---------------
   First Quarter             12 weeks                  January and February
  Second Quarter             12 weeks                  March, April and May
   Third Quarter             12 weeks                  June, July and August
  Fourth Quarter    16 weeks/17 weeks (FY 2005)        September, October,
                                                       November and December


Note 2 - Seasonality of Business

     The results for the first  quarter are not  necessarily  indicative  of the
results that may be expected for the full year because of business  seasonality.
The seasonality of our operating  results arises from higher sales in the second
and third quarters  versus the first and fourth  quarters of the year,  combined
with the impact of fixed costs, such as depreciation and interest, which are not
significantly  impacted by business  seasonality.  From a cash flow perspective,
the  majority of our cash flow from  operations  is  generated  in the third and
fourth quarters.



                                     - 5 -

<PAGE>



Note 3 - New Accounting Standards

     Share-Based Payment

     In  December  2004,  the  FASB  issued a  revised  Statement  of  Financial
Accounting   Standards  ("SFAS")  No. 123,  "Share-Based   Payment."  Among  its
provisions,  SFAS 123R will require us to measure the cost of employee  services
in exchange  for an award of equity  instruments  based on the  grant-date  fair
value of the award and to recognize the cost over the requisite  service period.
As a result of the release of a recent Securities and Exchange  Commission rule,
SFAS 123R becomes  effective  for us beginning in the first  quarter of 2006. We
are  currently   evaluating  the  impact  of  this  proposed   standard  on  our
Consolidated Financial Statements.

     FASB Staff Position No. FAS 109-1

     In  December  2004,  the FASB  issued  Staff  Position  No. FAS 109-1 ("FSP
109-1"), "Application of FASB Statement No. 109, Accounting for Income Taxes, to
the Tax Deduction on Qualified  Production  Activities  Provided by the American
Jobs Creation Act of 2004." FSP No. 109-1 clarifies SFAS No. 109's guidance that
applies to the new tax deduction for qualified domestic  production  activities.
We have adopted the standard at the  beginning of 2005.  This  standard will not
have a material impact to our Consolidated Financial Statements.

     FASB Staff Position No. FAS 109-2

     In  December  2004,  the FASB  issued  Staff  Position  No. FAS 109-2 ("FSP
109-2"),   "Accounting  and  Disclosure   Guidance  for  the  Foreign   Earnings
Repatriation Provision within the American Jobs Creation Act of 2004." FSP 109-2
provides  that an  enterprise  is allowed  time beyond the  financial  reporting
period of  enactment  to evaluate  the effect of the new tax law on its plan for
applying SFAS No. 109. We are evaluating whether to repatriate our undistributed
foreign earnings in 2005.

     FASB Interpretation No. 47

     In April  2005,  the FASB  issued FASB  Interpretation  No. 47  ("FIN 47"),
"Accounting  for  Conditional  Asset  Retirement  Obligations."  FIN 47 provides
clarification  of certain  sections of FASB Statement No. 143,  "Accounting  for
Asset  Retirement  Obligations."   Specifically,   FIN  47  clarifies  the  term
conditional  asset retirement  obligation as used in SFAS 143 and also clarifies
when an entity would have sufficient information to reasonably estimate the fair
value of an asset retirement  obligation.  FIN 47 is effective no later than the
end of fiscal years ending after December 15, 2005. We are currently  evaluating
the impact of this standard on our Consolidated Financial Statements.



Note 4 - Stock-Based Employee Compensation

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



                                     - 6 -
<PAGE>

<TABLE>
<CAPTION>



                                                                  12 Weeks Ended
                                                                  --------------
                                                                March       March
                                                               19, 2005    20, 2004
                                                               --------    ---------
Net income:
<S>                                                              <C>         <C>
As reported..................................................    $  39       $  50
Add:   Total stock-based employee compensation included
       in reported net income, net of taxes and and minority
       interest..............................................        -           -

Less:  Total stock-based employee compensation determined
       under fair-value based method for all awards, net of
       taxes and minority interest...........................      (11)        (10)
                                                                  ----        ----

Pro forma....................................................    $  28       $  40
                                                                  ====        ====

Earnings per share:
   Basic - as reported.......................................    $0.16       $0.19
   Basic - pro forma.........................................    $0.11       $0.16
   Diluted - as reported.....................................    $0.15       $0.19
   Diluted - pro forma.......................................    $0.11       $0.15
</TABLE>


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

     The fair value of PBG stock  options  used to compute  pro forma net income
disclosures  was  estimated on the date of grant using the  Black-Scholes-Merton
option-pricing model.

Note 5 - Inventories
                                                               March    December
                                                              19, 2005  25, 2004
                                                              --------  --------
Raw materials and supplies...................................   $ 175     $ 159
Finished goods...............................................     301       268
                                                                 ----      ----
                                                                $ 476     $ 427
                                                                 ====      ====


                                     - 7 -
<PAGE>



Note 6 - Property, plant and equipment, net
<TABLE>
<CAPTION>


                                                                                           March       December
                                                                                          19, 2005     25, 2004
                                                                                          --------     --------
<S>                                                                                       <C>          <C>
Land............................................................................          $   258      $   257
Buildings and improvements......................................................            1,270        1,263
Manufacturing and distribution equipment........................................            3,303        3,289
Marketing equipment.............................................................            2,255        2,237
Other...........................................................................              180          177
                                                                                           ------       ------
                                                                                            7,266        7,223
Accumulated depreciation........................................................           (3,723)      (3,642)
                                                                                           ------       ------
                                                                                          $ 3,543      $ 3,581
                                                                                           ======       ======

Note 7 - Other intangible assets, net and Goodwill
                                                                                           March       December
                                                                                          19, 2005     25, 2004
                                                                                          --------     --------
Intangibles subject to amortization:
     Gross carrying amount:
         Customer relationships and lists ......................................          $    46      $    46
         Franchise/distribution rights..........................................               45           44
         Other identified intangibles...........................................               30           30
                                                                                           ------       ------
                                                                                              121          120
                                                                                           ------       ------
     Accumulated amortization:
         Customer relationships and lists ......................................               (6)          (6)
         Franchise/distribution rights..........................................              (16)         (15)
         Other identified intangibles...........................................              (18)         (16)
                                                                                           ------       ------
                                                                                              (40)         (37)
                                                                                           ------       ------
Intangibles subject to amortization, net........................................               81           83
                                                                                           ------       ------

Intangibles not subject to amortization:
     Carrying amount:
         Franchise rights.......................................................            2,965        2,958
         Distribution rights....................................................              289          288
         Trademarks.............................................................              209          208
         Other identified intangibles...........................................              101          102
                                                                                           ------       ------
     Intangibles not subject to amortization....................................            3,564        3,556
                                                                                           ------       ------
Total other intangible assets, net..............................................          $ 3,645      $ 3,639
                                                                                           ======       ======

Goodwill........................................................................          $ 1,422      $ 1,416
                                                                                           ======       ======
</TABLE>

     Goodwill  increased by  approximately  $6 million in 2005 due to the impact
from foreign currency translation.


                                     - 8 -

<PAGE>



     For intangible  assets subject to amortization,  we calculate  amortization
expense  over  the  period  we  expect  to  receive  economic   benefit.   Total
amortization  expense was $3 million  for the twelve  weeks ended March 19, 2005
and March 20, 2004. The  weighted-average  amortization period for each category
of intangible assets and its estimated aggregate  amortization  expense expected
to be recognized over the next five years are as follows:

<TABLE>
<CAPTION>


                                       Weighted-Average      Estimated Aggregate Amortization Expense to be Incurred
                                       ----------------      -------------------------------------------------------
                                         Amortization
                                         -------------
                                             Period
                                             -------       Balance of                 Fiscal Year Ending
                                                           ----------                 ------------------
                                                             2005         2006        2007        2008      2009
                                                             ----         ----        ----        ----      ----
<S>                                      <C>                  <C>          <C>         <C>         <C>       <C>
Customer relationships and
lists................................    17 years             $2           $3          $3          $3        $3
Franchise/distribution rights........     7 years             $5           $5          $3          $2        $2
Other identified intangibles.........     7 years             $3           $3          $3          $2        $1
</TABLE>

Note 8 - Pension and Postretirement Medical Benefit Plans

     Pension Benefits

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

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


                                     - 9 -

<PAGE>



     Components of our U.S. pension expense for the twelve weeks ended March 19,
2005 and March 20, 2004 are as follows:

                                                                 12 Weeks Ended
                                                                 --------------
                                                                March    March
                                                              19, 2005  20, 2004
                                                              --------  --------
   Service cost.............................................     $ 11      $ 10
   Interest cost............................................       17        16
   Expected return on plan assets...........................      (21)      (19)
   Amortization of prior service cost.......................        2         1
   Amortization of net loss.................................        7         6
                                                                  ---       ---
   Net pension expense for the defined benefit plans........       16        14
                                                                  ---       ---

   Defined contribution plans expense.......................        4         5
                                                                  ---       ---

   Total U.S. pension expense recognized in the Condensed
   Consolidated Statements of Operations....................     $ 20      $ 19
                                                                  ===       ===

     As of March 19, 2005, we have contributed $20 million to our U.S. pension
plans in 2005.

     Postretirement Medical Benefits

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

     Components of our U.S. postretirement benefits expense for the twelve weeks
ended March 19, 2005 and March 20, 2004 are as follows:
<TABLE>
<CAPTION>


                                                                       12 Weeks Ended
                                                                       --------------
                                                                     March       March
                                                                    19, 2005    20, 2004
                                                                    --------    --------
<S>                                                                     <C>        <C>
   Service cost..................................................       $ 1        $ 1
   Interest cost.................................................         5          4
   Amortization of net loss......................................         1          1
                                                                        ---         ---
   U.S. postretirement benefits expense recognized in the
   Condensed Consolidated Statements of Operations...............       $ 7        $ 6
                                                                        ===        ===
</TABLE>


Note 9 - Geographic Data

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

Net Revenues                                                 12 Weeks Ended
------------                                                 --------------
                                                            March      March
                                                          19, 2005    20, 2004
                                                          --------    --------
U.S...................................................    $ 1,688     $ 1,626
Mexico................................................        153         158
Other countries.......................................        306         283
                                                           ------      ------
                                                          $ 2,147     $ 2,067
                                                           ======      ======


                                     - 10 -
<PAGE>



Long-Lived Assets
-----------------

                                                           March      December
                                                          19, 2005    25, 2004
                                                          --------    --------
U.S.....................................................  $ 5,841     $ 5,875
Mexico..................................................    1,431       1,435
Other countries.........................................    1,451       1,444
                                                           ------      ------
                                                          $ 8,723     $ 8,754
                                                           ======      ======


Note 10 - Comprehensive Income

                                                             12 Weeks Ended
                                                             --------------
                                                           March       March
                                                          19, 2005    20, 2004
                                                          --------    --------
Net income..............................................     $ 39        $ 50
Net currency translation adjustment.....................       13           2
Cash flow hedge adjustment (a) .........................       (1)          1
                                                             ----        ----
Comprehensive income....................................     $ 51        $ 53
                                                             ====        ====
(a) Net of minority  interest  and taxes of $1 million and $1 million for the 12
    weeks ended March 19, 2005 and March 20, 2004, respectively.


Note 11 - Contingencies

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

     In 1995, a class action suit was filed  against  three of our suppliers for
price fixing on the sale of high  fructose  corn syrup during the years  between
1991 and 1995.  During this time  period we were still part of  PepsiCo.  During
2004, these suppliers  settled their respective  charges.  The settlement amount
will be allocated to each class action  recipient based on the proportion of its
purchases of high  fructose  corn syrup from these  suppliers  during the period
1991 through 1995 to the total of such purchases by all class action recipients.
As the allocation of the settlement to each class action  recipient has not been
finalized  and we do not  have  reliable  information  as to the  total  of such
purchases,  we can not accurately estimate with reasonable  assurance the amount
of  proceeds  we will  receive  from the  settlement.  Accordingly,  we have not
recorded a gain in our Condensed Consolidated Financial Statements. However, our
preliminary  estimate of the proceeds we will receive  from  settlement  of this
case is  approximately  $20  million.  We  believe  the claims  process  for the
allocation of settlement to each class action recipient will be finalized during
2005.



                                     - 11-


<PAGE>



             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


The Board of Directors & Shareholders of
The Pepsi Bottling Group, Inc.:

We have reviewed the accompanying  condensed  consolidated  balance sheet of The
Pepsi  Bottling  Group,  Inc. and  subsidiaries  as of March 19,  2005,  and the
related condensed  consolidated  statements of operations and cash flows for the
twelve-week periods  ended March 19,  2005 and March 20,  2004. These  condensed
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

We conducted our reviews in accordance  with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope  than an audit  conducted  in  accordance  with the
standards of the Public Company Accounting  Oversight Board (United States), 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 reviews, 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 U.S. generally accepted accounting principles.

We have  previously  audited,  in accordance  with standards  established by the
Public Company  Accounting  Oversight Board (United  States),  the  consolidated
balance sheet of The Pepsi Bottling Group,  Inc. and subsidiaries as of December
25, 2004, and the related consolidated statements of operations, cash flows, and
changes in shareholders'  equity,  for the fiscal year then ended (not presented
herein),  and in our report dated February 25, 2005, 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 25, 2004, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.

/s/ KPMG LLP

New York, New York
April 27, 2005



                                     - 12 -


<PAGE>



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

OVERVIEW
--------

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

     Management's  Financial  Review  should  be read in  conjunction  with  the
accompanying  unaudited financial  statements and our Annual Report on Form 10-K
for  the  fiscal  year  ended  December  25,  2004,  which  include   additional
information about our accounting  policies,  practices and the transactions that
underlie our financial results.

FINANCIAL PERFORMANCE SUMMARY

-----------------------------------------------------------------------------
                                      12 Weeks Ended
                                      --------------
                                    March          March            %
                                  19, 2005       20, 2004         Change
                                  --------       --------         ------

Net revenues....................   $2,147         $2,067            4%

Gross profit....................   $1,031         $1,016            2%

Operating income................   $  120         $  137          (12)%

Net income......................   $   39         $   50          (22)%

Diluted earnings per share 1 ...   $ 0.15         $ 0.19          (17)%
-----------------------------------------------------------------------------
1 -  Percentage  change for diluted  earnings per share is  calculated  by using
earnings per share data that is expanded to the fourth decimal place.

     For the first quarter,  we achieved  diluted earnings per share of $0.15, a
17% decrease  over the similar  period in the prior year.  As we expected at the
beginning of the year,  our  performance  in the quarter  reflected  soft volume
results and  continued  increases in raw  material  costs.  However,  from a net
revenue per case perspective, we have continued to generate strong results.

     Excluding the impact of  acquisitions,  worldwide  physical case volume was
flat in the first quarter of 2005 versus the prior year. In the U.S., volume was
down 1% as we lapped last year's strong  innovation in the form of Tropicana and
Pepsi Vanilla,  coupled with declines in brand Pepsi. In Europe, we generated 3%
volume growth in the quarter due to a strong  performance  in Turkey and Russia.
In Mexico, volume was flat driven primarily by declines in the metro Mexico City
region, offset by growth in our other regions in Mexico.

     Worldwide  net revenue per case grew by 3% during the first quarter of 2005
versus the prior year, driven by a 4% increase in the United States. Our pricing
actions in the U.S. have  continued to hold in the market place as two thirds of
the growth in net revenue per case was due to rate  increases with the remainder
coming from the mix of products we sell.

     Cost of sales per case for the quarter  increased  6% versus the prior year
driven by increases in raw material  costs,  coupled with the mix of products we
sell. As expected in the quarter, we have experienced increases in packaging and
sweetener costs. We expect our raw material costs to


                                     - 13 -


<PAGE>



continue to increase  through the  remainder  of 2005,  with the majority of the
cost of sales  growth occurring  in the first half of the year.  Even with these
increased raw material  costs, we were able to grow our gross profit per case by
1% in the  quarter  versus the prior  year,  driven by our  strong  net  revenue
performance.


Outlook

     In 2005,  our fiscal year will include a 53rd week,  while fiscal year 2004
consisted of 52 weeks. Our U.S. and Canadian  operations report on a fiscal year
that consists of 52 weeks,  ending on the last Saturday in December.  Every five
or six years a 53rd week is added. Our other countries report on a calendar-year
basis.  In order to provide  comparable  guidance for 2005, we have excluded the
impact  of the 53rd  week  from our  outlook.  The  table  and the 2005  outlook
discussion  below provide pro forma disclosure by excluding the projected impact
of the 53rd week in 2005:

--------------------------------------------------------------------------------
                           Pro forma Forecasted                    Forecasted
                               2005 versus        Impact of        2005 versus
                               2004 growth        53rd week        2004 growth
--------------------------------------------------------------------------------
Worldwide Volume                2% to 3%               1%            3% to 4%
--------------------------------------------------------------------------------
SD&A Expenses                   3% to 4%               1%            4% to 5%
--------------------------------------------------------------------------------
Operating Income                1% to 3%               1%            2% to 4%
--------------------------------------------------------------------------------
                           Pro forma Full-Year                      Full-Year
                              Forecasted           Impact of       Forecasted
                             2005 Results          53rd week      2005 Results
--------------------------------------------------------------------------------
Diluted Earnings
Per Share                   $1.78 to $1.84      $0.02 to $0.03   $1.80 to $1.87
--------------------------------------------------------------------------------

     Pro forma  worldwide  volume is  expected to increase 2% to 3% for the full
year of 2005 versus 2004, excluding the impact of the 53rd week.

     We expect to increase our worldwide net revenue per case 3%, which reflects
a 3% increase in the United States. Additionally, as raw material costs continue
to increase,  we expect our cost of sales per case to grow about 5% for the full
year of 2005  versus  2004.  Pro  forma  selling,  delivery  and  administrative
expenses   (excluding  the  impact  of  the  53rd  week)  is  expected  to  grow
approximately  3% to 4% for the full year of 2005 versus  2004,  which  reflects
additional  costs  associated  with rising fuel rates and the negative impact of
foreign  currency.  We expect these results to drive pro forma operating  income
(excluding  the impact of the 53rd week) growth of 1% to 3% for the full year of
2005 versus 2004.

     We expect to  deliver a pro forma  diluted  earnings  per share of $1.78 to
$1.84 (excluding the impact of the 53rd week). Our 2005 outlook does not reflect
the  effect  of the  implementation  of the  final  accounting  standard  on the
expensing  of  share-based  payments,  which will have a material  impact on our
results.  We are in the process of evaluating  the impact of the  standard.  See
Note  3 in  Notes  to  Condensed  Consolidated  Financial  Statements  for  more
information.  Additionally,  the American  Jobs Creation Act of 2004 was enacted
allowing for special tax breaks for the  repatriation  of earnings  from foreign
subsidiaries.  We are evaluating whether to repatriate our undistributed foreign
earnings in 2005.


                                     - 14 -


<PAGE>



Volume
-------------------------------------------------------------------------------
                                                        12 Weeks Ended
                                                        March 19, 2005 vs.
                                                        March 20, 2004
                                                        --------------
                                                World-                Outside
                                                 wide      U.S.       the U.S.
                                                ------     ----       ---------
     Base volume..........................        0%       (1)%          0%
     Acquisitions.........................        0%        1%           1%
                                                 ---       ---          ---
         Total Volume change..............        0%        0%           1%
                                                 ===       ===          ===
-------------------------------------------------------------------------------

     Excluding the impact of acquisitions,  our reported worldwide physical case
volume was flat in the first  quarter of 2005 versus the prior  year,  driven by
declines in the U.S. and Canada, partially offset by growth in Europe and a flat
performance in Mexico.

     Excluding  the  impact  of  acquisitions,  volume in the U.S.  declined  by
approximately  1% reflecting a 1% decrease in our take-home  channel,  partially
offset by a 1% increase  in our  cold-drink  channel.  During the  quarter,  the
cold-drink channel was positively impacted by our important twenty-ounce package
business. From a brand perspective, our carbonated soft drink portfolio was down
2%  driven  primarily  by  declines  in  brand  Pepsi  and  the  lapping  of the
introduction of Pepsi Vanilla.  Our non-carbonated  beverage portfolio continued
to perform  well in the  quarter,  with an increase of 3% versus the prior year,
reflecting growth from Aquafina and SoBe and the introduction of Aquafina Flavor
Splash, partially offset by the lapping of the Tropicana launch in 2004.

     Excluding the impact of acquisitions, volume performance for our operations
outside the U.S., was flat. Volume trends in Canada were similar to those in the
U.S., with declines in take home,  partially offset by a slight increase in cold
drink.  In Mexico,  physical case volume was  essentially  flat for the quarter,
with a 4% decline in both  carbonated  soft  drinks and  bottled  water  volume,
partially offset by a 7% increase in our jug water business.

     In Europe,  volume  grew 3%,  driven by a 15%  increase  in Turkey and a 6%
increase in Russia. In Turkey, we continued to improve in the areas of execution
and  distribution,  which resulted in volume  increases in brand Pepsi and local
brands. In Russia, we had solid growth in our non-carbonated beverage portfolio,
driven by Tropicana  Juice and Lipton Iced Tea.  These  increases were partially
offset by declines in Spain,  where we faced steep overlaps in the first quarter
of 2004.



                                     - 15 -

<PAGE>



Net Revenues

--------------------------------------------------------------------------------
                                                       12 Weeks Ended
                                                     March 19, 2005 vs.
                                                       March 20, 2004
                                                       --------------
                                                World-                Outside
                                                 wide       U.S.      the U.S.
                                                 ----       ----      --------

Volume impact............................         0 %       (1)%        0 %
Net price per case impact (rate/mix).....         3 %        4 %        0 %
Acquisitions.............................         1 %        1 %        1 %
Currency translation.....................         0 %        0 %        3 %
                                                 ----       ----       ----
     Total Net Revenues change...........         4 %        4 %        4 %
                                                 ====       ====       ====
--------------------------------------------------------------------------------

     Net revenues were $2.1 billion for the first quarter of 2005, a 4% increase
over the similar  period in the prior year. The increase in net revenues for the
quarter  was  driven  primarily  by growth  in net price per case.  In the first
quarter,  approximately 79% of our net revenues was generated in the U.S., 7% of
our net revenues was  generated in Mexico and the  remaining  14% was  generated
outside the U.S. and Mexico.

     In the U.S., net revenues  increased 4% in the first quarter of 2005 versus
the prior year,  reflecting solid growth in net price per case and contributions
from our prior year  acquisitions,  partially offset by volume declines.  The 4%
increase  in net  price  per  case  in the  U.S.  for the  quarter  was due to a
combination of rate  increases  within bottles and cans, and the mix of products
we sold.

     Net revenues outside the U.S. grew approximately 4% in the first quarter of
2005 versus the prior year.  The increase in net  revenues  outside the U.S. was
driven by the  favorable  impact of  foreign  currency  translation  in  Canada,
coupled  with  contributions  from our prior year  acquisitions  in  Mexico.  In
Mexico,  net price per case  declined by 4% in the quarter  driven  primarily by
mix.  This change in mix  reflects  increased  sales of our jug water  business,
which carries a lower net price per case.

Cost of Sales

-------------------------------------------------------------------------------
                                                     12 Weeks Ended
                                                   March 19, 2005 vs.
                                                     March 20, 2004
                                                     ---------------
                                               World-                Outside
                                                wide        U.S.     the U.S.
                                               ------       ----     --------

Volume impact............................        0 %        (1)%        0 %
Cost per case impact.....................        5 %         6 %        2 %
Acquisitions.............................        1 %         1 %        1 %
Currency translation.....................        0 %         0 %        3 %
                                                ----        ----       ----
     Total Cost of Sales change..........        6 %         6 %        6 %
                                                ====        ====       ====
-------------------------------------------------------------------------------


                                     -16 -


<PAGE>



     Cost of sales was $1.1 billion in the first  quarter of 2005, a 6% increase
over the prior year.  The growth in cost of sales was driven  primarily  by cost
per case increases coupled with contributions from our prior year acquisitions.

     In the U.S.,  cost of sales increased 6% due primarily to increases in cost
per  case.  The  increases  in cost per case  resulted  from rate  increases  in
packaging  and  concentrate,  coupled  with the impact of mix shifts into higher
cost products.

     Cost of sales outside the U.S. grew  approximately  6% due primarily to the
negative  impact  of  foreign  currency  translation  in  Canada,  coupled  with
increases  in cost per case in Europe.  Cost per case  increases  in Europe were
driven by a mix shift into higher priced products and packages,  coupled with an
increase in packaging and sweetener costs. In Mexico,  cost per case declined by
3%, driven primarily by mix shifts into the jug water business, partially offset
by higher raw material costs.

Selling, Delivery and Administrative Expenses

------------------------------------------------------------------------------
                                                     12 Weeks Ended
                                                   March 19, 2005 vs.
                                                     March 20, 2004
                                                     --------------
                                               World-                 Outside
                                                wide        U.S.      the U.S.
                                                ----        ----      --------

Cost impact..............................        2 %        1 %         5 %
Acquisitions.............................        1 %        1 %         1 %
Currency translation.....................        1 %        0 %         2 %
                                                ----       ----        ----
     Total SD&A change...................        4 %        2 %         8 %
                                                ====       ====        ====
------------------------------------------------------------------------------

     Selling,  delivery  and  administrative  expenses  were $911 million in the
first  quarter of 2005,  a 4% percent  increase  over the prior year.  Growth in
selling,  delivery and administrative  expenses was driven by a 2% increase from
operations,  coupled with a two percentage point  contribution from the negative
impact of foreign currency translation and acquisitions.  Excluding acquisitions
and  foreign  currency,  we limited our  selling,  delivery  and  administrative
expenses to 2% growth,  reflecting the positive  impact from a number of ongoing
productivity  initiatives we put in place,  partially  offset by higher benefits
and fuel costs.

Operating Income

     Operating   income  was  $120  million  in  the  first   quarter  of  2005,
representing a 12% decrease over the prior year,  driven by declines in the U.S.
and  Mexico.  Operating  income  declines  in the U.S.  were due to  higher  raw
material costs and soft volume results during the quarter.  In Mexico,  declines
in operating income were driven by mix shifts into the jug water business, which
delivers a lower gross profit than the remainder of our portfolio.

Interest Expense, net

     Interest expense, net remained flat in the first quarter of 2005 versus the
prior year.  During the quarter, we incurred higher effective  interest rates on
our  long-term  debt from the use of  interest  rate swaps.  This was  partially
offset by less interest  incurred in the quarter resulting from the repayment of
our $1 billion senior note in February 2004.


                                     - 17 -


<PAGE>



Income Tax Expense

     Our effective  tax rate for the first  quarter of 2005 was 33.7%,  compared
with our effective tax rate of 34.4% in the first quarter of 2004.  The decrease
in our effective tax rate versus the prior year is due largely to an increase in
anticipated pre-tax income in jurisdictions with lower effective tax rates.


Liquidity and Financial Condition
---------------------------------

Cash Flows

     Net cash from operations  decreased by $121 million to a use of $10 million
in the first  quarter of 2005.  Decreases in net cash used for  operations  were
driven by lower  profits in the  quarter,  coupled  with a  decrease  in working
capital due to higher incentive  compensation  payouts and the timing of certain
disbursements.

     Net cash used for investments decreased by $8 million to $93 million in the
first quarter of 2005, reflecting lower capital spending.

     Net cash from  financing  increased  by $1,022  million  to a source of $48
million in the first  quarter of 2005  driven  primarily  by the  lapping of the
repayment  of our $1.0  billion  note in  February  2004 and  higher  short-term
borrowings, partially offset by higher share repurchases.

     For the full year in 2005,  we  expect to  generate  net cash  provided  by
operations of about $1.2 billion. In addition, we expect capital expenditures to
be between $675 million and $725 million.

Liquidity and Capital Resources

     We  believe  that our  future  cash flows  from  operations  and  borrowing
capacity  will  be  sufficient  to  fund  capital  expenditures,   acquisitions,
dividends and working capital requirements for the foreseeable future.

     We  have a $500  million  commercial  paper  program  in the  U.S.  that is
supported by a credit facility,  which is guaranteed by Bottling LLC and expires
in April 2009. There are certain financial covenants associated with this credit
facility.  We had $194 million and $84 million  outstanding in commercial paper,
at March 19, 2005 and March 20, 2004, respectively.

     Due to the  nature of our  business,  we  require  insurance  coverage  for
certain  casualty  risks.  Given the rapidly  increasing  costs  associated with
obtaining  third-party insurance coverage for our casualty risks in the U.S., we
moved to a  self-insurance  program in 2002.  In 2005, we are  self-insured  for
workers'  compensation  and automobile  risks for occurrences up to $10 million,
and product and general  liability risks for  occurrences up to $5 million.  For
losses exceeding these self-insurance thresholds, we purchase casualty insurance
from a third-party provider.

Contractual Obligations

     As of March 19,  2005,  there have been no  material  changes  outside  the
normal course of business in the contractual  obligations disclosed in Item 7 to
our Annual  Report on Form 10-K for the fiscal  year ended  December  25,  2004,
under the caption "Contractual Obligations."


                                     - 18 -


<PAGE>



Cautionary Statements
---------------------

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

o changes in our  relationship  with PepsiCo that could have a material adverse
  effect on our long-term and short-term business and financial results;
o restrictions  imposed  by PepsiCo on our raw  material  suppliers  that could
  increase our costs;
o material  changes  from  expectations  in  the  cost  of  raw  materials  and
  ingredients;
o decreased  demand  for our  product  resulting  from  changes  in  consumers'
  preferences;
o an  inability  to  achieve  volume  growth  through   product  and  packaging
  initiatives;
o impact of competitive activities on our business;
o impact of customer consolidations on our business;
o an inability to achieve cost savings;
o material changes in capital  investment for infrastructure and an inability to
  achieve the  expected  timing for returns on  cold-drink equipment and related
  infrastructure expenditures;
o material  changes  in  expected  levels of bottler  incentive  payments  from
  PepsiCo;
o changes in product category consumption;
o unfavorable weather conditions in our markets;
o unforeseen economic and political changes;
o possible recalls of our products;
o an  inability  to  meet   projections   for  performance  in  newly  acquired
  territories;
o failure or inability to comply with laws and regulations;
o changes in laws and regulations governing the manufacture and sale of food and
  beverages, including restrictions  on the sale of  carbonated  soft  drinks in
  schools;
o changes in laws and  regulations  governing the  environment,  transportation,
  employee safety, labor and government contracts;
o changes  in  accounting  standards  and  taxation   requirements   (including
  unfavorable outcomes from audits performed by various tax authorities);
o changes in our debt ratings;
o material  changes  in  expected  interest  and  currency  exchange  rates and
  unfavorable market performance of our pension plan assets;
o interruptions of operations due to labor disagreements;
o loss of business from a significant customer; and
o limitations on the availability of water or obtaining water rights.


                                     - 19 -

<PAGE>



Item 3.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

     The  overall  risks to our  international  businesses  include  changes  in
foreign  governmental  policies and other  political  or economic  developments.
These  developments may lead to new product  pricing,  tax or other policies and
monetary fluctuations, which may adversely impact our business. In addition, our
results  of  operations  and the value of our  foreign  assets are  affected  by
fluctuations  in foreign  currency  exchange rates.  Foreign  currency gains and
losses reflect  transaction  gains and losses as well as  translation  gains and
losses  arising from the  re-measurement  into U.S.  dollars of the net monetary
assets  of  businesses  in highly  inflationary  countries.  There  have been no
material changes to our market risks as disclosed in Item 7 to our Annual Report
on Form 10-K for the year ended December 25, 2004.

Item 4.

Controls and Procedures
-----------------------

     PBG's management  carried out an evaluation,  as required by Rule 13a-15(b)
of  the  Securities  Exchange  Act  of  1934  (the  "Exchange  Act"),  with  the
participation of our Chief Executive Officer and our Chief Financial Officer, of
the  effectiveness of our disclosure  controls and procedures,  as of the end of
our last fiscal quarter. Based upon this evaluation, the Chief Executive Officer
and the Chief  Financial  Officer  concluded  that our  disclosure  controls and
procedures were effective, as of the end of the period covered by this Quarterly
Report on Form 10-Q, in timely alerting them to material information relating to
PBG and its  consolidated  subsidiaries  required to be included in our Exchange
Act reports filed with the SEC.

     In addition,  PBG's  management  carried out an evaluation,  as required by
Rule  13a-15(d)  of the  Exchange  Act,  with  the  participation  of our  Chief
Executive Officer and our Chief Financial Officer,  of changes in PBG's internal
control over financial reporting.  Based on this evaluation, the Chief Executive
Officer and the Chief Financial  Officer concluded that there were no changes in
our internal  control over  financial  reporting  that occurred  during our last
fiscal  quarter  that have  materially  affected,  or are  reasonably  likely to
materially affect, our internal control over financial reporting.








                                     - 20 -

<PAGE>



                           PART II - OTHER INFORMATION

Item 1.
Legal Proceedings
-----------------

     At the end of the fourth  quarter  of 2004 and during the first  quarter of
2005, we received  Notices of Violation  ("NOVs") and Orders For Compliance from
the Environmental  Protection Agency,  Region 9, relating to operations at three
bottling  plants  in  California  and one in  Hawaii.  The NOVs  allege  that we
violated  our  permits  and the Clean  Water Act as a result of  certain  events
relating to waste water discharge and storm water run-off.  We believe  monetary
sanctions may be sought in connection with one or more of these NOVs. We further
believe that neither the sanctions nor the  remediation  costs  associated  with
these NOVs will be material to the Company's business or financial condition.

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

PBG Purchases of Equity Securities
----------------------------------

     In the first quarter of 2005, we repurchased approximately 4 million shares
of PBG common  stock.  Since the  inception of our share  repurchase  program in
October 1999, we have  repurchased  88 million  shares of PBG common stock.  Our
share repurchases for the first quarter of 2005, are as follows:

-------------------------------------------------------------------------------
                                                             Maximum Number
                                                            (or Approximate
                                         Total Number of     Dollar Value) of
                                          Shares (or         Shares (or Units)
           Total Number                 Units) Purchased     that May Yet Be
            of Shares   Average Price      as Part of        Purchased Under
Period      (or Units)  Paid per Share  Publicly Announced   the Plans or
            Purchased 1  (or Unit) 2    Plans or Programs 3  Programs 3, 4
-------------------------------------------------------------------------------
Period 1     1,429,800       $26.63         1,429,800           15,027,200
--------
12/26/04-
01/22/05
-------------------------------------------------------------------------------
Period 2     1,452,200       $27.21         1,452,200           13,575,000
--------
01/23/05-
02/19/05
-------------------------------------------------------------------------------
Period 3     1,465,500       $27.44         1,465,500           12,109,500
--------
02/20/05-
03/19/05
-------------------------------------------------------------------------------
Total        4,347,500       $27.10         4,347,500
-------------------------------------------------------------------------------

     1 Shares have only been repurchased through publicly announced programs.

     2 Average share price excludes brokerage fees.


                                     - 21 -


<PAGE>


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

                                                               Number of Shares
                                                               Authorized to be
      Date Share Repurchase Program was Publicly Announced        Repurchased

     October 14, 1999......................................       20,000,000
     July 13, 2000.........................................       10,000,000
     July 11, 2001.........................................       20,000,000
     May 28, 2003..........................................       25,000,000
     March 25, 2004........................................       25,000,000
                                                                  ----------
     Total shares  authorized to be  repurchased  as of
     March 19, 2005........................................      100,000,000
                                                                 ===========

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

     4 Number of shares does not include an additional 25 million  shares of PBG
     common stock that was publicly  announced for repurchase on March 24, 2005.
     This brings the total number of shares  authorized  for  repurchase  to 125
     million since the Company initiated its share repurchase program in October
     1999.



                                     - 22-

<PAGE>



Item 6.

Exhibits
--------

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

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

15.1     Accountants' Acknowledgement

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

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

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

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

99.1      Financial statements of Bottling LLC, which are incorporated herein by
          reference  to  Bottling  LLC's  Quarterly  Report on Form 10-Q for the
          quarter  ended  March 19,  2005, as required by the SEC as a result of
          Bottling LLC's guarantee of up to $1,000,000,000  aggregate  principal
          amount of our 7% Senior Notes due in 2029.



                                     - 23 -


<PAGE>



                                   SIGNATURES


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










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






Date: April 25, 2005                               /s/ Andrea L. Forster
      --------------                               ---------------------
                                                   Andrea L. Forster
                                                   Vice President and Controller






Date: April 25, 2005                               /s/ Alfred H. Drewes
      --------------                               --------------------
                                                   Alfred H. Drewes
                                                   Senior Vice President and
                                                   Chief Financial Officer