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 24, 2001 (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 20, 2001:
143,803,242

                            The Pepsi Bottling Group
                            ------------------------
                                      Index

<TABLE>

                                                                                       Page No.
                                                                                       --------

Part I                Financial Information

<S>                                                                                   <C>
        Item 1.       Financial Statements

                      Condensed Consolidated Statements of Operations -
                           12 weeks ended March 24, 2001 and March 18, 2000                  2

                      Condensed Consolidated Statements of Cash Flows -
                           12 weeks ended March 24, 2001 and March 18, 2000                  3

                      Condensed Consolidated Balance Sheets -
                           March 24, 2001 and December 30, 2000                              4

                      Notes to Condensed Consolidated Financial Statements                 5-7

        Item 2.       Management's Discussion and Analysis of Results of
                           Operations and Financial Condition                             8-10

        Item 3.       Quantitative and Qualitative Disclosures About
                           Market Risk                                                      10

                      Independent Accountants' Review Report                                11

Part II               Other Information and Signatures


        Item 6.       Exhibits                                                              12

</TABLE>

                                       -1-



                         PART I - FINANCIAL INFORMATION

Item 1.
                         The Pepsi Bottling Group, Inc.
                 Condensed Consolidated Statements of Operations
                 in millions except per share amounts, unaudited

<TABLE>

                                                                                              12 Weeks Ended
                                                                                              --------------
                                                                                        March 24,       March 18,
                                                                                           2001           2000
                                                                                        ---------       ---------
<S>                                                                                      <C>             <C>
     Net Revenues................................................................        $1,647          $1,545
     Cost of sales...............................................................           882             845
                                                                                         ------          ------

     Gross Profit................................................................           765             700
     Selling, delivery and administrative expenses...............................           675             625
                                                                                         ------          ------

     Operating Income............................................................            90              75
     Interest expense, net.......................................................            44              45
     Minority interest...........................................................             5               3
                                                                                         ------          ------

     Income before income taxes..................................................            41              27
     Income tax expense..........................................................            15              10
                                                                                         ------          ------

     Net Income..................................................................        $   26          $   17
                                                                                         ======          ======

     Basic Earnings per Share....................................................        $ 0.18          $ 0.11
     Weighted-Average Shares Outstanding.........................................           145             149

     Diluted Earnings per Share..................................................        $ 0.17          $ 0.11
     Weighted-Average Shares Outstanding.........................................           150             149

</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.



                                       -2-



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

<TABLE>

                                                                                              12 Weeks Ended
                                                                                              --------------
                                                                                        March 24,       March 18,
                                                                                           2001           2000
                                                                                        ---------       --------

  Cash Flows - Operations

<S>                                                                                        <C>            <C>
      Net income......................................................................     $  26          $  17
      Adjustments to reconcile net income to net cash provided by operations:
            Depreciation..............................................................        81             76
            Amortization..............................................................        30             30
            Deferred income taxes.....................................................         1            (11)
            Other non-cash charges and credits, net...................................        40             33
            Changes in operating working capital:
              Trade accounts receivable...............................................         2             (8)
              Inventories.............................................................       (33)            (7)
              Prepaid expenses and other current assets...............................         2            (13)
              Accounts payable and other current liabilities..........................      (120)          (115)
                                                                                           -----          -----
            Net change in operating working capital ..................................      (149)          (143)
                                                                                           -----          -----

    Net Cash Provided by Operations...................................................        29              2
                                                                                           -----          -----

    Cash Flows - Investments
       Capital expenditures...........................................................      (114)           (85)
       Other, net.....................................................................        (7)            (4)
                                                                                           -----          -----

    Net Cash Used for Investments.....................................................      (121)           (89)
                                                                                           -----          -----
    Cash Flows - Financing
       Short-term borrowings - three months or less...................................         9             19
       Payments of third-party debt...................................................        (1)            (8)
       Dividends paid.................................................................        (3)            (3)
       Treasury stock transactions....................................................       (54)           (29)
                                                                                           -----          -----

    Net Cash Used for Financing.......................................................       (49)           (21)
                                                                                           -----          -----
    Effect of Exchange Rate Changes on Cash and Cash Equivalents......................        (4)            (1)
                                                                                           -----          -----
    Net Decrease in Cash and Cash Equivalents.........................................      (145)          (109)
    Cash and Cash Equivalents - Beginning of Period...................................       318            190
                                                                                           -----          -----
    Cash and Cash Equivalents - End of Period.........................................     $ 173          $  81
                                                                                           =====          =====
    Supplemental Cash Flow Information
    Third-party interest and income taxes paid........................................     $ 100          $ 139
                                                                                           =====          =====

</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.



                                       -3-



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

<TABLE>
                                                                                (Unaudited)
                                                                                     March     December
                                                                                   24, 2001    30, 2000
                                                                                   --------    --------
Assets
Current Assets
<S>                                                                                  <C>        <C>
  Cash and cash equivalents................................................          $  173     $  318
  Accounts receivable, less allowance of $43 and 42 at
        March 24, 2001 and December 30, 2000, respectively.................             782        796
  Inventories..............................................................             313        281
  Prepaid expenses and other current assets................................             172        189
                                                                                     ------     ------
          Total Current Assets.............................................           1,440      1,584

Property, plant and equipment, net.........................................           2,375      2,358
Intangible assets, net.....................................................           3,643      3,694
Other assets...............................................................              97        100
                                                                                     ------     ------
               Total Assets................................................          $7,555     $7,736
                                                                                     ======     ======
Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable and other current liabilities...........................          $  809     $  941
  Short-term borrowings....................................................              35         26
                                                                                     ------     ------
          Total Current Liabilities........................................             844        967

Long-term debt.............................................................           3,274      3,271
Other liabilities..........................................................             485        474
Deferred income taxes......................................................           1,061      1,072
Minority interest..........................................................             309        306
                                                                                     ------     ------
          Total Liabilities................................................           5,973      6,090

Shareholders' Equity
   Common stock, par value $.01 per share:
       authorized 300 shares, issued 155 shares............................               2          2
   Additional paid-in capital..............................................           1,736      1,736
   Retained earnings.......................................................             378        355
   Accumulated other comprehensive loss....................................            (287)      (254)
   Treasury stock: 11 shares and 10 shares at March 24, 2001 and December 30,
     2000, respectively...................................................             (247)      (193)
                                                                                     ------     ------
          Total Shareholders' Equity.......................................           1,582      1,646
                                                                                     ------     ------
               Total Liabilities and Shareholders' Equity..................          $7,555     $7,736
                                                                                     ======     ======
</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.



                                       -4-



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

Note 1 - Basis of Presentation
     The Pepsi Bottling  Group,  Inc.  ("PBG")  consists of bottling  operations
located in the United States,  Canada,  Spain, Greece and Russia. These bottling
operations  manufacture,  sell and  distribute  Pepsi-Cola  beverages  including
Pepsi-Cola,  Diet Pepsi, Mountain Dew and other brands of carbonated soft drinks
and other ready-to-drink 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."

     Prior  to our  formation,  we  were an  operating  unit  of  PepsiCo,  Inc.
("PepsiCo").  On March 31,  1999,  we offered 100  million  shares of PBG common
stock for sale at $23 per share in an initial public  offering.  As of March 24,
2001, PepsiCo's ownership consisted of 38.1% of our outstanding common stock and
100% of our outstanding Class B common stock, together representing 46.4% of the
voting power of all classes of our voting  stock.  PepsiCo also owns 7.1% of the
equity of Bottling  Group,  LLC,  our  principal  operating  subsidiary,  giving
PepsiCo  economic  ownership  of 42.5% of our combined  operations  at March 24,
2001.

     The accompanying Condensed Consolidated Balance Sheet at March 24, 2001 and
the Condensed  Consolidated  Statements of Operations  and Cash Flows for the 12
weeks ended March 24,  2001 and March 18, 2000 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 30, 2000 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, amortization and interest,
which are not significantly impacted by business seasonality.

Note 3 - Inventories

<TABLE>
                                                                                  March      December
                                                                                 24, 2001    30, 2000
                                                                                 --------    --------

<S>                                                                                <C>           <C>
Raw materials and supplies.............................................           $  118        $  107
Finished goods.........................................................              195           174
                                                                                  ------        ------
                                                                                  $  313        $  281
                                                                                  ======        ======

</TABLE>

                                       -5-



Note 4 - Property, Plant and Equipment, net

<TABLE>
                                                                                  March      December
                                                                                 24, 2001    30, 2000
                                                                                 --------    --------

<S>                                                                              <C>           <C>
Land...................................................................          $  144        $  145
Buildings and improvements.............................................             904           903
Manufacturing and distribution equipment...............................           2,219         2,186
Marketing equipment....................................................           1,758         1,745
Other..................................................................              93            89
                                                                                 ------        ------
                                                                                  5,118         5,068
Accumulated depreciation...............................................          (2,743)       (2,710)
                                                                                 ------        ------
                                                                                 $2,375        $2,358
                                                                                 ======        ======
</TABLE>

Note 5 - New Accounting Standards
     We adopted the accounting and reporting standards of Statement of Financial
Accounting  Standard 133,  "Accounting  for Derivative  Instruments  and Hedging
Activities",  as  amended  by SFAS 137 and SFAS 138,  on the first day of fiscal
year 2001. The adoption resulted in an increase in current assets of $4 million,
a reduction of  accumulated  other  comprehensive  loss of $4 million and had no
impact on our statement of operations.

     All  derivatives  are now  recorded  at fair  value  as  either  assets  or
liabilities in our consolidated balance sheet. Using qualifying criteria defined
in SFAS 133, derivative instruments are designated and accounted for as either a
hedge of a  recognized  asset or  liability  (fair value  hedge) or a hedge of a
forecasted  transaction  (cash flow  hedge).  For a fair value  hedge,  both the
effective and ineffective portions of the change in fair value of the derivative
instrument,  along with an adjustment to the carrying  amount of the hedged item
for fair value  changes  attributable  to the hedged  risk,  are  recognized  in
earnings.  For a cash flow  hedge,  changes in the fair value of the  derivative
instrument  that  are  highly  effective  are  deferred  in  accumulated   other
comprehensive  loss until the underlying  hedged item is recognized in earnings.
The ineffective portion of fair value changes on qualifying hedges is recognized
in  earnings   immediately   and  is  recorded   consistent   with  the  expense
classification of the underlying hedged item. If a fair value or cash flow hedge
were to cease  to  qualify  for  hedge  accounting  or be  terminated,  it would
continue  to be carried on the  balance  sheet at fair value  until  settled but
hedge   accounting  would  be  discontinued   prospectively.   If  a  forecasted
transaction were no longer probable of occurring, amounts previously deferred in
accumulated  other  comprehensive  loss  would  be  recognized   immediately  in
earnings.

     On  occasion,  we may enter into a  derivative  instrument  for which hedge
accounting is not required  because it is entered into to offset  changes in the
fair value of an underlying  transaction recognized in earnings (natural hedge).
These instruments are reflected in the Condensed  Consolidated Balance Sheets at
fair value with changes in fair value recognized in earnings.

     As of March 24, 2001, our use of derivative  instruments  was limited to an
interest  rate swap,  futures and options on futures  contracts.  Our  corporate
policy  prohibits the use of derivative  instruments  for trading or speculative
purposes, and we have procedures in place to monitor and control their use.



                                       -6-



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

     During the first  quarter of 2001,  we  recognized  $2 million of  deferred
gains from our commodity hedging into income as inventory being hedged was sold.
At March 24,  2001 a $2 million  deferred  loss  remained in  accumulated  other
comprehensive  loss in our Condensed  Consolidated  Balance Sheet resulting from
our commodity  hedges.  We anticipate that this loss, which totals $1 million on
an  after-tax  basis,  will be  recognized  in cost of  sales  in our  Condensed
Consolidated  Statements of Operations over the next 12 months.  The ineffective
portion of the change in fair value of these  contracts  was not material to our
results of operations in the first quarter of 2001.

Fair Value Hedges
     We finance a portion of our operations through fixed rate debt instruments.
At March 24,  2001 our debt  instruments  primarily  consisted  of $3 billion of
fixed rate  long-term  senior  notes,  3% of which we converted to floating rate
debt through the use of an interest rate swap with the objective of reducing our
overall  borrowing  costs.  This interest  rate swap,  which expires in 2004, is
designated  as and  qualifies  for  fair  value  hedge  accounting  and is  100%
effective in  eliminating  the interest rate risk inherent in our long-term debt
as the notional  amount,  interest payment and maturity date of the swap matches
the notional  amount,  interest  payment and maturity  date of the related debt.
Accordingly,  any market risk or opportunity  associated with this swap is fully
offset by the opposite market impact on the related debt. The first quarter 2001
change in fair value of the interest  rate swap was a gain of $3 million,  which
was recorded in interest expense, net in our Condensed  Consolidated  Statements
of Operations  and prepaid  expenses and other  current  assets in our Condensed
Consolidated  Balance  Sheets.  An  offsetting  $3 million  loss was recorded in
interest expense, net in our Condensed Consolidated Statements of Operations and
in long-term debt in our Condensed  Consolidated Balance Sheets representing the
change in fair value in long-term debt in the first quarter of 2001.

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

Note 6 - Comprehensive Income (Loss)

<TABLE>
                                                                                    12 Weeks Ended
                                                                                    --------------
                                                                                  March         March
                                                                                 24, 2001      18, 2000
                                                                                 --------      --------

<S>                                                                                <C>           <C>
Net income.............................................................           $  26         $  17
Currency translation adjustment........................................             (27)          (13)
FAS 133 adjustment.....................................................              (6)            -
                                                                                  -----         -----

Comprehensive Income (Loss)............................................           $  (7)        $   4
                                                                                  =====         =====
</TABLE>

                                       -7-


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

Overview
     In the first quarter of 2001 The Pepsi Bottling Group,  Inc.  (collectively
referred  to as  "PBG,"  "we,"  "our"  and  "us")  again  delivered  outstanding
operating results. Highlights of the quarter were as follows:

o We delivered 11% EBITDA growth in the first quarter of 2001.

o We increased worldwide physical case volume by 4% in the quarter.

o We grew first quarter worldwide net revenue per case by 3% compared to the
  same period in 2000.

o We delivered $0.17 in diluted earnings per share, an increase of $0.06 or
  54%, over 2000.

     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.  Constant  territory  results  also exclude any unusual
impairment and other charges and credits.

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


Results of Operations
---------------------

<TABLE>

                                                                                              Constant
                                                                                Reported     Territory
                                                                                  Change        Change
                                                                                  ------        ------
<S>                                                                                  <C>           <C>
     EBITDA...................................................................       11%           11%
     Volume...................................................................        4%            4%
     Net Revenue per Case.....................................................        3%            3%

</TABLE>


EBITDA
     EBITDA was $201 million in the first quarter of 2001,  representing  an 11%
increase over the same period of 2000. Our growth reflected a balanced  equation
of increased pricing and solid volume growth as well as continued favorable cost
of sales trends.

Volume
     Our worldwide  physical case volume was up 4% in the first quarter of 2001.
In the U.S.,  volume  increased 2% led by distribution of Sierra Mist and strong
growth in  Aquafina,  driving  increases  in both our cold  drink and  take-home
segments.  Outside  the U.S.,  our  constant  territory  volumes  increased  14%
reflecting improvements across all of our markets, particularly in Russia, which
grew well over 50%.



                                       -8-



Net Revenues
     Net revenues  for the quarter grew 7% on a reported  basis and over 6% on a
constant  territory  basis driven by volume growth of 4% and an  approximate  3%
increase in net revenue per case. Constant territory net revenue per case growth
was driven by the U.S., which grew 4%,  reflecting  higher take-home pricing and
positive  package and channel  mix.  Outside the U.S.,  constant  territory  net
revenues  were up 8% reflecting a 14% increase in volume offset by a 6% decrease
in net revenue per case. Excluding the negative impact of currency translations,
net revenue per case was flat outside the U.S. and increased over 3% worldwide.

Cost of Sales
     Cost of sales  increased $37 million,  or 4%, in the first quarter of 2001.
On a per case  basis,  cost of sales  increased  1% over the same period in 2000
reflecting higher U.S.  concentrate  costs,  which took effect in February 2001,
offset by favorable currency translations and country mix.

Selling, delivery and administrative expenses
     Selling, delivery and administrative expenses grew $50 million, or 8%. This
primarily  reflects  increased  selling and delivery costs resulting from volume
growth,   our  continued   investment  in  our  U.S.  and  Canadian  cold  drink
infrastructure  and higher  advertising and marketing costs.  Current year costs
also include an approximate 1 percentage  point  favorable  impact from currency
translations.

Income tax expense
     PBG's full year  forecasted  effective  tax rate for 2001 is 36.5% and this
rate has been applied to first  quarter  results.  This rate  corresponds  to an
effective  tax rate of  37.0% in 2000.  The  decrease  is  primarily  due to the
reduced impact of fixed  non-deductible  expenses on higher anticipated  pre-tax
income in 2001.

Liquidity and Capital Resources
-------------------------------
Cash Flows
     Net cash  provided by  operations  increased  $27 million to $29 million as
strong growth in income was partially offset by unfavorable working capital cash
flows.

     Net cash used for investments  increased by $32 million from $89 million in
the  first  quarter  of 2000 to $121  million  over  the  same  period  in 2001,
primarily due to capital  expenditures,  which increased by $29 million, or 34%,
driven by increased infrastructure spending.

     Net cash used for  financing  increased  by $28 million from $21 million in
2000 to $49 million in 2001.  This  increase  primarily  reflects an increase in
share repurchases of $25 million in 2001.

Euro
----
     On  January  1,  1999,  eleven  member  countries  of  the  European  Union
established  fixed conversion  rates between existing  currencies and one common
currency,  the Euro. Beginning in January 2002, new  Euro-denominated  bills and
coins  will  be  issued,   and  existing   currencies  will  be  withdrawn  from
circulation.  Spain is one of the original member  countries that instituted the
Euro and, in June 2000,  Greece also  elected to  institute  the Euro  effective
January 1, 2001. We have  established  plans to address the issues raised by the
Euro currency conversion.  These issues include, among others, the need to adapt
computer and financial systems, business processes and equipment such as vending
machines  to  accommodate  Euro-denominated  transactions  and the impact of one
common currency on cross-border  pricing.  Since financial systems and processes
currently  accommodate  multiple  currencies,  we do not  expect  the system and
equipment  conversion costs to be material.  Due to numerous  uncertainties,  we
cannot reasonably estimate the long-term effects one common currency may have on
pricing,  costs and the resulting impact, if any, on our financial  condition or
results of operations.



                                       -9-



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,  unexpected costs associated with conversion to the common European
currency 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 2000 Annual
Report on Form 10-K.



                                      -10-



                     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 24, 2001, and the related  Condensed
Consolidated  Statements of Operations and Cash Flows for the twelve weeks ended
March 24,  2001 and March  18,  2000.  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 30, 2000, and the related Consolidated
Statements  of  Operations,  Cash Flows and  Changes  in Owners'  Equity for the
fifty-three week period then ended not presented herein; and in our report dated
January 30,  2001,  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 30, 2000, 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 11, 2001



                                      -11-



PART II - OTHER INFORMATION AND SIGNATAURES


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

                      See Index to Exhibits on page 14.



                                      -12-


     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 7, 2001                                         Andrea L. Forster
           -----------                            ------------------------------
                                                   Vice President and Controller



Date:      May 7, 2001                                      Lionel L. Nowell III
           -----------                            ------------------------------
                                                    Executive Vice President and
                                                         Chief Financial Officer



                                      -13-


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



EXHIBITS

Exhibit 11                 Computation of Basic and Diluted Earnings Per Share



                                      -14-




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

<TABLE>

                                                                                 12 Weeks Ended
                                                                                 ---------------
                                                                                3/24/01   3/18/00
                                                                                -------   -------
Number of shares on which basic earnings per share is based:

<S>                                                                                 <C>       <C>
  Weighted-average outstanding during period..................                      145       149
  Add - Incremental shares under stock
    compensation plans........................................                        5         -
                                                                                 ------    ------
Number of shares in which diluted
  earnings per share is based.................................                      150       149

Net earnings applicable to common
   shareholders...............................................                    $  26     $  17

Net earnings on which diluted earnings
   per share is based.........................................                    $  26     $  17

Basic earnings per share......................................                    $0.18     $0.11

Diluted earnings per share....................................                    $0.17     $0.11

</TABLE>


                                      -15-