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 18, 2000 (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 14, 2000:
148,006,266



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

                                                                                 Page No.
                                                                                 --------

Part I                Financial Information

<S>                                                                                <C>
        Item 1.       Financial Statements

                      Condensed Consolidated Statements of Operations -
                           12 weeks ended March 18, 2000 and March 20, 1999         2

                      Condensed Consolidated Statements of Cash Flows -
                           12 weeks ended March 18, 2000 and March 20, 1999         3

                      Condensed Consolidated Balance Sheets -
                           March 18, 2000 and December 25, 1999                     4

                      Notes to Condensed Consolidated Financial Statements          5-8

        Item 2.       Management's Discussion and Analysis of Results of
                           Operations and Financial Condition                       9-13

        Item 3.       Quantitative and Qualitative Disclosures About
                           Market Risk                                              13

                      Independent Accountants' Review Report                        14

Part II               Other Information and Signatures

        Item 6.       Exhibits                                                      15

</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>
<CAPTION>

                                                                    12 Weeks Ended
                                                                    --------------
                                                                March 18,     March 20,
                                                                  2000          1999
                                                                  ----          ----

<S>                                                                <C>           <C>
Net Revenues ...............................................     $ 1,545      $ 1,452
Cost of sales ..............................................         845          835
                                                                 -------      -------

Gross Profit ...............................................         700          617
Selling, delivery and administrative expenses ..............         625          575
                                                                 -------      -------

Operating Income ...........................................          75           42
Interest expense, net ......................................          45           46
Foreign currency loss ......................................           -            1
Minority interest ..........................................           3            -
                                                                  ------       ------

Income (loss) before income taxes ..........................          27           (5)
Income tax expense (benefit) ...............................          10           (2)
                                                                 -------      -------
Net Income (Loss) ..........................................     $    17      $    (3)
                                                                 =======      =======

Basic and Diluted Earnings (Loss) per Share ................     $  0.11      $ (0.06)

Weighted-Average Basic and Diluted Shares Outstanding ......         149           55

Pro Forma Basic and Diluted Earnings (Loss) per Share ......     $  0.11      $ (0.02)

Pro Forma Basic and Diluted Shares Outstanding (see note 6).         149          155


     See accompanying notes to Condensed Consolidated Financial Statements.

</TABLE>



                                       -2-




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

                                                                                                 12 Weeks Ended
                                                                                                 --------------
                                                                                             March 18,       March 20,
                                                                                               2000            1999
                                                                                               ----            ----
    Cash Flows - Operations
<S>                                                                                             <C>            <C>
       Net income (loss)..............................................................         $  17          $  (3)
       Adjustments to reconcile net income (loss) to net cash provided by operations:
            Depreciation..............................................................            76             79
            Amortization..............................................................            30             29
            Deferred income taxes.....................................................           (11)            (1)
            Other non-cash charges and credits, net...................................            33             25
            Changes in operating working capital, excluding effects of
                acquisitions;
              Trade accounts receivable...............................................            (8)           (17)
              Inventories.............................................................            (7)           (15)
              Prepaid expenses, deferred income taxes and other current assets........           (13)           (12)
              Accounts payable and other current liabilities..........................          (115)           (11)
                                                                                               -----          -----
            Net change in operating working capital ..................................          (143)           (55)
                                                                                               -----          -----

    Net Cash Provided by Operations...................................................             2             74
                                                                                               -----          -----
    Cash Flows - Investments
       Capital expenditures...........................................................           (85)           (82)
       Acquisitions of bottlers.......................................................             -           (104)
       Other, net.....................................................................            (4)            (8)
                                                                                               -----          -----
    Net Cash Used by Investments......................................................           (89)          (194)
                                                                                               -----          -----

    Cash Flows - Financing
       Short-term borrowings - three months or less...................................            19              -
       Proceeds from third-party debt.................................................             -          3,300
       Replacement of PepsiCo allocated debt..........................................             -         (3,300)
       Payments of third-party debt...................................................            (8)           (45)
       Dividend paid..................................................................            (3)             -
       Treasury stock transactions....................................................           (29)             -
       Increase in advances from PepsiCo..............................................             -            144
                                                                                               -----          -----

    Net Cash (Used) Provided by Financing.............................................           (21)            99
                                                                                               -----          -----

    Effect of Exchange Rate Changes on Cash and Cash Equivalents......................            (1)            (1)
                                                                                               -----          -----

    Net Decrease in Cash and Cash Equivalents.........................................          (109)           (22)
    Cash and Cash Equivalents - Beginning of Period...................................           190             36
                                                                                               -----          -----
    Cash and Cash Equivalents - End of Period.........................................         $  81          $  14
                                                                                               =====          =====
    Supplemental Cash Flow Information
    Third-party interest and income taxes paid........................................         $ 139          $   2
                                                                                               =====          =====
</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>
<CAPTION>

                                                                                   (Unaudited)
                                                                                      March        December
                                                                                    18, 2000       25, 1999
                                                                                    --------       --------
Assets
------
Current Assets
<S>                                                                                <C>             <C>
  Cash and cash equivalents................................................          $   81         $  190
  Trade accounts receivable, less allowance of $48 at
        March 18, 2000 and  December 25, 1999, respectively................             834            827
  Inventories..............................................................             298            293
  Prepaid expenses, deferred income taxes and other current assets.........             182            183
                                                                                     ------         ------
          Total Current Assets.............................................           1,395          1,493

Property, plant and equipment, net.........................................           2,224          2,218
Intangible assets, net.....................................................           3,784          3,819
Other assets...............................................................              80             89
                                                                                     ------         ------
          Total Assets.....................................................          $7,483         $7,619
                                                                                     ======         ======

Liabilities and Shareholders' Equity
------------------------------------
Current Liabilities
  Accounts payable and other current liabilities...........................          $  835         $  924
  Short-term borrowings....................................................              33             23
                                                                                     ------         ------
          Total Current Liabilities........................................             868            947

Long-term debt due to third parties........................................           3,268          3,268
Other liabilities..........................................................             406            385
Deferred income taxes......................................................           1,124          1,178
Minority interest..........................................................             281            278
                                                                                     ------         ------
          Total Liabilities................................................           5,947          6,056

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.......................................................             152            138
   Accumulated other comprehensive loss....................................            (236)          (223)
   Treasury stock: 7 shares and 5 shares at March 18, 2000 and December 25,
      1999, respectively...................................................            (118)           (90)
                                                                                     ------         ------
          Total Shareholders' Equity.......................................           1,536          1,563
                                                                                     ------         ------
           Total Liabilities and Shareholders' Equity......................          $7,483         $7,619
                                                                                     ======         ======

                                See accompanying notes to Condensed Consolidated Financial Statements.

</TABLE>



                                       -4-



The Pepsi Bottling Group, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
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  100,000,000  shares of PBG common
stock for sale at $23 per share in an initial public offering  generating $2,208
million  in net  proceeds.  These  proceeds  were used to repay  obligations  to
PepsiCo and fund  acquisitions.  Subsequent to the  offering,  PepsiCo owned and
continues to own  55,005,679  shares of common  stock,  consisting of 54,917,329
shares of common  stock and  88,350  shares of Class B common  stock.  PepsiCo's
ownership  has increased to 37.1% of the  outstanding  common stock at March 18,
2000 as a result  of net  repurchases  of 6.8  million  shares  under  our share
repurchase  program,  which began in October 1999. PepsiCo also owns 100% of the
outstanding  Class B common  stock,  together  representing  45.2% of the voting
power of all classes of our voting stock.  Subsequent  to the offering,  PepsiCo
also owns 7.1% of the equity of Bottling  Group,  LLC, our  principal  operating
subsidiary,   giving  PepsiCo  economic  ownership  of  41.6%  of  our  combined
operations at March 18, 2000.

     The  accompanying   Condensed  Consolidated  Financial  Statements  include
information that has been presented on a "carve-out" basis for the periods prior
to our initial public offering. This information includes the historical results
of operations and assets and liabilities  directly  related to PBG, and has been
prepared  from  PepsiCo's  historical  accounting  records.  Certain  estimates,
assumptions and allocations  were made in determining  such financial  statement
information.  Therefore,  these Condensed  Consolidated Financial Statements may
not necessarily be indicative of the results of operations,  financial  position
or cash  flows  that  would have  existed  had we been a  separate,  independent
company from the first day of all periods presented.

     The accompanying Condensed Consolidated Balance Sheet at March 18, 2000 and
the Condensed  Consolidated  Statements of Operations  and Cash Flows for the 12
weeks ended March 18,  2000 and March 20, 1999 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 year ended December 25, 1999 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.



                                       -5-



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
                                                         March        December
                                                        18, 2000      25, 1999
                                                        --------      --------

Raw materials and supplies.........................      $  106        $  110
Finished goods.....................................         192           183
                                                         ------        ------
                                                         $  298        $  293
                                                         ======        ======

Note 4 - Property, Plant and Equipment, net
                                                         March        December
                                                        18, 2000      25, 1999
                                                        --------      --------

Land...............................................      $  144        $  145
Buildings and improvements.........................         853           852
Production and distribution equipment..............       2,118         2,112
Marketing equipment................................       1,639         1,596
Other..............................................          83            84
                                                         ------        ------
                                                          4,837         4,789
Accumulated depreciation...........................      (2,613)       (2,571)
                                                         ------        ------
                                                         $2,224        $2,218
                                                         ======        ======

Note 5 - Comprehensive Income
                                                             12 Weeks Ended
                                                             --------------
                                                         March          March
                                                        18, 2000      20, 1999
                                                        --------      --------

Net income (loss)..................................      $  17         $  (3)
Currency translation adjustment....................        (13)           11
                                                         -----         -----

Comprehensive Income...............................      $   4         $   8
                                                         =====         =====



                                       -6-




Note 6 - Comparability of Results
Asset Lives
-----------
     At the beginning of fiscal year 2000, we changed the estimated useful lives
of  certain  categories  of assets to  reflect  the  success  of our  preventive
maintenance programs in extending the useful lives of these assets. The changes,
which are detailed in the table below,  lowered total  depreciation cost for the
quarter by $14 million ($8 million after tax and minority interest, or $0.05 per
share)  reducing  cost  of  sales  by  $8  million  and  selling,  delivery  and
administrative expenses by $6 million.
                                                         Estimated Useful Lives
                                                         ----------------------
                                                           2000           1999
                                                           ----           ----

Manufacturing equipment...................................   15             10
Heavy fleet...............................................   10              8
Fountain dispensing equipment.............................    7              5
Small specialty coolers and marketing equipment...........    3         5 to 7

Initial Public Offering
-----------------------
     The 1999 financial  information  for the period prior to our initial public
offering has been carved out from the financial  statements of PepsiCo using the
historical results of operations and assets and liabilities of our business. The
Condensed  Consolidated  Financial Statements reflect certain costs that may not
necessarily be indicative of the costs we would have incurred had we operated as
an  independent,  stand-alone  entity from the  beginning  of 1999.  These costs
include an allocation of PepsiCo corporate  overhead and interest  expense,  and
income taxes.

o    We   included   corporate   overhead   related   to   PepsiCo's   corporate
     administrative  functions based on a specific  identification  of PepsiCo's
     administrative costs relating to the bottling operations and, to the extent
     that such identification was not practicable,  based upon the percentage of
     our  revenues  to  PepsiCo's  consolidated  net  revenues.  These costs are
     included in selling,  delivery and administrative expenses in our Condensed
     Consolidated Statements of Operations.

o    We  allocated  $3.3  billion of PepsiCo  debt to our  business.  We charged
     interest  expense on this debt using  PepsiCo's  weighted-average  interest
     rate. Once we issued $3.3 billion of third-party  debt in the first quarter
     of 1999, our actual interest rates were used to determine  interest expense
     for the  remainder of the year.  Allocated  interest  expense was deemed to
     have been paid to  PepsiCo,  in cash,  in the  period in which the cost was
     incurred.

o    We reflected  income tax expense in our  Condensed  Consolidated  Financial
     Statements as if we had actually  filed a separate  income tax return.  Our
     allocable share of income taxes was deemed to have been paid to PepsiCo, in
     cash, in the period in which the cost was incurred.



                                       -7-



     The amounts of the historical allocations described above are as follows:

                                                                         1999
                                                                         ----
     Corporate overhead expense....................................      $  3
     Interest expense..............................................      $ 28
     PepsiCo weighted-average interest rate........................       5.8%


     In addition,  our historical capital structure is not representative of our
current  structure  due to our initial  public  offering.  In 1999,  immediately
preceding the offering, we had 55,000,000 shares of common stock outstanding. In
connection  with the offering,  we sold  100,000,000  shares to the public.  Pro
forma 1999 average shares outstanding  reflect our initial public offering as if
it occurred on the first day of fiscal year 1999.



                                      -8-



Item 2.

Management's  Discussion  and Analysis of Results of  Operations  and  Financial
--------------------------------------------------------------------------------
Condition
---------
Overview
     The Pepsi Bottling Group,  Inc.  (collectively  referred to as "PBG," "we,"
"our" and "us") became a public company  through an initial  public  offering of
100,000,000 shares on March 31, 1999, marking our separation from PepsiCo,  Inc.
and our beginning as a company focused solely on the bottling business. We began
2000 building on the momentum gained in 1999 as we continued to make substantial
progress  against  our  three  key  objectives  - fixing  the  economics  of our
take-home business,  aggressively  growing our high-margin cold drink volume and
sharply  improving our  international  business.  As a result we have  generated
outstanding operating performance in the first quarter of 2000:

o    We delivered 21% constant territory EBITDA growth in the first quarter.

o    We delivered  $0.11 in earnings  per share,  an increase of $0.13 over 1999
     after adjusting for the number of shares outstanding.

o    We increased net revenues over 6%.

     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
achieved by adjusting  current year results to exclude 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.

Comparability of Results
Asset Lives
-----------
     At the beginning of fiscal year 2000, we changed the estimated useful lives
of  certain  categories  of assets to  reflect  the  success  of our  preventive
maintenance programs in extending the useful lives of these assets. The changes,
which are detailed in Note 6 to the Condensed Consolidated Financial Statements,
lowered total depreciation cost for the quarter by $14 million ($8 million after
tax and  minority  interest,  or $0.05 per share)  reducing  cost of sales by $8
million and selling,  delivery  and  administrative  expenses by $6 million.  We
anticipate that this change will reduce full year 2000  depreciation  expense by
approximately $58 million ($33 million after tax and minority interest, or $0.22
per share).



                                       -9-


Initial Public Offeing
----------------------
     The 1999 financial  information  for the period prior to our initial public
offering has been carved out from the financial  statements of PepsiCo using the
historical results of operations and assets and liabilities of our business. The
Condensed  Consolidated  Financial Statements reflect certain costs that may not
necessarily be indicative of the costs we would have incurred had we operated as
an  independent,  stand-alone  entity from the  beginning  of 1999.  These costs
include an allocation of PepsiCo corporate  overhead and interest  expense,  and
income taxes as follows:

                                                                          1999
                                                                          ----
     Corporate overhead expense......................................... $  3
     Interest expense................................................... $ 28
     PepsiCo weighted-average interest rate.............................  5.8%

     In addition,  our historical capital structure is not representative of our
current  structure  due to our initial  public  offering.  In 1999,  immediately
preceding the offering, we had 55,000,000 shares of common stock outstanding. In
connection with the offering, we sold 100,000,000 shares to the public.

Results of Operations
---------------------
                                                                       Constant
                                                          Reported    Territory
                                                           Change       Change
                                                           ------       ------
     EBITDA..............................................    21%          21%
     Volume..............................................     0%           0%
     Net Revenue per Case................................     6%           6%

EBITDA
     Reported EBITDA was $181 million in the first quarter of 2000, representing
a 21%  increase  over the same period of 1999.  On a constant  territory  basis,
EBITDA growth was also 21%  reflecting  strong  pricing in U.S.  foodstores,  an
increased  mix of higher  margin cold drink volume and  continued  growth in our
operations outside North America.

Volume
     Our worldwide physical case volume was flat on both a reported and constant
territory  basis in the first quarter of 2000. In North America,  which includes
the U.S. and Canada,  constant  territory volume decreased 1% driven by declines
in the take-home  segment as we increased  wholesale prices in the first quarter
of 2000.  This volume  decrease  was  partially  offset by increases in our cold
drink  segment as we continued to invest in this  high-margin  segment.  Outside
North America,  our constant territory volumes increased 9% reflecting continued
improvements  in Russia and solid growth in Spain.  Russia volumes  continued to
rebound from the August 1998  devaluation  of the ruble as we have  aggressively
reestablished  brand  Pepsi,  introduced  our own line of value  brand  beverage
products (Fiesta) and increased distribution of our water products.



                                      -10-



Net Revenues
     Net revenues for the quarter were $1,545  million,  a 6% increase  over the
prior year.  On a constant  territory  basis,  worldwide net revenues grew 6% as
well,  driven by a 6% increase in net revenue per case. This increase was driven
by strong  pricing,  particularly  in U.S.  foodstores,  and an increased mix of
higher-revenue cold drink volume.

Cost of Sales
     Cost of sales increased $10 million, or 1%, driven by a 1% increase in cost
of sales per case reflecting higher U.S. concentrate costs, which took effect in
February.  Current year costs also include an $8 million  favorable  impact from
the change in our estimated useful lives of manufacturing assets.

Selling, delivery and administrative expenses
     Selling, delivery and administrative expenses grew $50 million, or 9%. This
primarily  reflects  increased  selling and delivery  costs  resulting  from our
continued  heavy  investment  in our North  American  cold drink  infrastructure
driven by additional headcount,  delivery routes and depreciation.  In addition,
although  1999  expenses  included  a $6  million  one-time  cash cost for shell
deposits,  these  expenses  were  offset  in 2000 in large  part by the  expense
resulting  from our new  company  matching  401K plan.  Current  year costs also
include a $6 million  favorable  impact from the change in our estimated  useful
lives of certain selling and delivery assets.

Interest expense, net
     Interest  expense  decreased by $1 million  reflecting  lower external debt
outside  North  America  partially  offset by an  increase  in  weighted-average
interest  rates in the U.S. from 5.9% in the prior year,  when we used PepsiCo's
average interest rate until we issued our own debt, to 6.0% in the current year.

Minority Interest
     PBG and  PepsiCo  contributed  bottling  businesses  and assets used in the
bottling businesses to Bottling Group, LLC, our principal operating  subsidiary,
in  connection  with the  formation of Bottling  Group,  LLC. As a result of the
contribution of these assets,  we own 92.9% of Bottling  Group,  LLC and PepsiCo
owns the remaining 7.1%. Accordingly,  starting from our initial public offering
on March 31, 1999,  our  Condensed  Consolidated  Financial  Statements  reflect
PepsiCo's  share of consolidated  net income of Bottling Group,  LLC as minority
interest in our Condensed Consolidated Statements of Operations.

Provision for Income Taxes
     PBG's full year  forecasted tax rate for 2000 is 37% and this rate has been
applied to first  quarter  results.  This rate  corresponds  to an effective tax
rate,  excluding any unusual impairment and other charges and credits, of 38% in
1999.  The one point  decrease is primarily  due to the reduced  impact of fixed
non-deductible permanent expenses on higher anticipated pretax income in 2000.

Earnings Per Share

                                                                2000       1999
                                                                ----       ----
     Earnings (loss) per share on reported net income (loss).. $0.11     $(0.06)
     Average shares outstanding (millions)....................   149         55



                                      -11-



     Our  historical  capital  structure  is not  representative  of our current
structure due to our initial public offering. In 1999, immediately preceding the
offering,  we had 55 million shares of common stock  outstanding.  In connection
with the offering,  we sold 100,000,000 shares of common stock to the public and
used the $2.2  billion of proceeds to repay  obligations  to PepsiCo and to fund
acquisitions.

     The table below sets forth 1999 earnings per share adjusted for the initial
public offering  assuming 155 million shares had been outstanding for the entire
period  presented.  Shares  outstanding  at the end of the first quarter of 2000
reflect our share repurchase  program which began in October 1999 when our Board
of Directors  authorized the repurchase of up to 10 million shares of our common
stock. Approximately 1.5 million shares were repurchased in the first quarter of
2000 with a total of almost 7 million shares repurchased since last October.

                                                                2000       1999
                                                                ----       ----
     Earnings (loss) per share on reported net income (loss).  $0.11     $(0.02)
     Pro forma average shares outstanding (millions).........    149        155

Liquidity and Capital Resources
-------------------------------
Cash Flows
     Net cash  provided  by  operating  activities  decreased  $72 million to $2
million as strong  EBITDA  growth was more than  offset by  unfavorable  working
capital cash flows driven by the timing of cash payments on current liabilities,
particularly  third-party  interest  and income  taxes,  which were $137 million
higher in the first quarter of 2000.

     Net cash used by investments decreased by $105 million from $194 million in
the first quarter of 1999 to $89 million over the same period in 2000, primarily
due to acquisition  spending,  which was $104 million lower in the first quarter
of 2000.  However,  capital  expenditures  increased by $3 million, or 4%, as we
continue to invest  heavily in cold drink  equipment in the U.S.  First  quarter
2000 net  placements  were made at a rate which should allow us to meet our 2000
target of over 150,000 net placements.

     Net cash (used) provided by financing decreased by $120 million to a use of
$21 million in 2000.  This  decrease  reflects  $144  million of  advances  from
PepsiCo in 1999, which were used to fund acquisitions and pay down debt, and $29
million of share repurchases in 2000.

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 member  countries that instituted the Euro and
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 the financial  condition or
results of operations.



                                      -12-



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 disclosures  made on this matter in our
1999 Annual Report on Form 10-K.



                                      -13-



                     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 18,  2000,  and the related  Condensed
Consolidated  Statements of Operations and Cash Flows for the twelve weeks ended
March 18,  2000 and March  20,  1999.  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  review 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 generally accepted auditing standards, 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 generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the Consolidated Balance Sheets of The Pepsi Bottling Group, Inc. as
of December 25, 1999,  and the related  Consolidated  Statements of  Operations,
Cash Flows and Changes in  Shareholders'  Equity for the  fifty-two  week period
then ended not  presented  herein;  and in our report dated January 25, 2000, 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, 1999, 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 5, 2000



                                      -14-




PART II - OTHER INFORMATION AND SIGNATAURES


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

                        See Index to Exhibits on page 17.



                                      -15-



     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:      April 21, 2000                                      Peter A. Bridgman
-----      --------------                                      -----------------
                                                       Senior Vice President and
                                                                      Controller






Date:      April 21, 2000                                         John T. Cahill
-----      --------------                                         --------------
                                                    Executive Vice President and
                                                         Chief Financial Officer



                                      -16-



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


EXHIBITS
--------

Exhibit 11                 Computation of Basic and Diluted Earnings Per Share

Exhibit 27.1               Financial Data Schedule 12 weeks ended March 18, 2000



                                      -17-