UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                   FORM 10-K/A
                                (Amendment No. 1)

 X   Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934
                   For the Fiscal Year Ended December 28, 2002

                                       or

---  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 (No Fee Required)

               For the transition period from ________ to ________

                       Commission file number 333-80361-01

                               Bottling Group, LLC
                               --------------------
             (Exact name of Registrant as Specified in its Charter)

         Organized in Delaware                                   13-4042452
     (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)

       Registrant's telephone number, including area code: (914) 767-6000
                            _________________________
        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

     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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     Indicate by checkmark  whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes   No X
                                        ---  ---

     The aggregate  market value of Bottling  Group,  LLC voting and  non-voting
common equity held by  non-affiliates of Bottling Group, LLC as of June 15, 2002
was $0.

<PAGE>


                                Explanatory Note

     We are filing  this  Amendment  No. 1 to the Annual  Report on Form 10-K of
Bottling  Group,  LLC for the fiscal year ended  December 28,  2002,  previously
filed with the Securities and Exchange Commission on March 28, 2003 (the "Annual
Report"), to effect the amendment described below.

     Item 14,  Controls  and  Procedures,  has been  amended  to  eliminate  the
paragraph  titled  "Limitations  on  the  Effectiveness  of  Controls"  and  any
references thereto.

     This  Amendment  amends  only  Item 14 of the  Annual  Report  and does not
otherwise update disclosures for events that occurred subsequent to the original
filing date of the Annual Report.








                                       1
<PAGE>



                                    PART III

Item 14. Controls and Procedures

Evaluation of our Disclosure Controls and Internal Controls.

     Within  90 days  prior to the  filing  date of this  report,  Bottling  LLC
carried out an evaluation,  under the supervision and with the  participation of
our  management,  including  the Principal  Executive  Officer and the Principal
Financial Officer of Bottling LLC, of the effectiveness and design and operation
of our  disclosure  controls  and  procedures  pursuant to the Exchange Act Rule
13a-14.  Based upon that  evaluation,  the Principal  Executive  Officer and the
Principal   Financial  Officer  concluded  that  our  disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating  to  Bottling  LLC and its  consolidated  subsidiaries  required  to be
included in Bottling  LLC's  periodic  filings with the SEC. In addition,  there
were no  significant  changes in our internal  controls or in other factors that
could significantly affect these internal controls subsequent to the date of our
most recent evaluation.



                                     PART IV

Item 15.   Exhibits, Financial Statement Schedule and Reports on Form 8-K

EXHIBITS
---------

Exhibit 99.1                Certification by the Principal Executive Officer
                            and Managing Director of  Periodic Report
                            pursuant to Section 906 of the Sarbanes-Oxley
                            Act of 2002

Exhibit 99.2                Certification by the Principal Financial Officer
                            of Periodic Report pursuant to Section 906 of
                            the Sarbanes-Oxley Act of 2002






                                       2
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of Section 13 of the Securities  Exchange Act
of 1934,  Bottling  Group,  LLC has duly  caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated:  May 22, 2003
                                            Bottling Group, LLC

                                            By:  /s/ John T. Cahill
                                                 ------------------
                                                 John T. Cahill
                                                 Principal Executive Officer




<PAGE>



                             Form 10-K Certification

I, John T. Cahill, certify that:

     1.   I have reviewed this Amendment No. 1 to the annual report on Form 10-K
          of Bottling Group, LLC (the "amended annual report");

     2.   Based on my knowledge, this amended annual report does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this amended annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information included in this amended annual report,  fairly present in
          all material respects the financial  condition,  results of operations
          and cash flows of the registrant as of, and for, the periods presented
          in this amended annual report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

               a)   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period  in  which  this  amended   annual  report  is  being
                    prepared;

               b)   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the  filing  date  of  this  amended   annual   report  (the
                    "Evaluation Date"); and

               c)   Presented  in this  amended  annual  report our  conclusions
                    about  the  effectiveness  of the  disclosure  controls  and
                    procedures  based  on our  evaluation  as of the  Evaluation
                    Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

               a)   All  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

               b)   Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls; and




<PAGE>


     6.   The  registrant's  other  certifying  officers and I have indicated in
          this amended annual report whether there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

                                               Date: May 22, 2003

                                               By: /s/ John T. Cahill
                                                   ------------------
                                                   John T. Cahill
                                                   Principal Executive Officer
                                                   and Managing Director


<PAGE>



                             Form 10-K Certification


I, Alfred H. Drewes, certify that:

     1.   I have reviewed this Amendment No. 1 to the annual report on Form 10-K
          of Bottling Group, LLC (the "amended annual report");

     2.   Based on my knowledge, this amended annual report does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this amended annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information included in this amended annual report,  fairly present in
          all material respects the financial  condition,  results of operations
          and cash flows of the registrant as of, and for, the periods presented
          in this amended annual report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

               a)   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period  in  which  this  amended   annual  report  is  being
                    prepared;

               b)   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the  filing  date  of  this  amended   annual   report  (the
                    "Evaluation Date"); and

               c)   Presented  in this  amended  annual  report our  conclusions
                    about  the  effectiveness  of the  disclosure  controls  and
                    procedures  based  on our  evaluation  as of the  Evaluation
                    Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

               a)   All  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

               b)   Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls; and


<PAGE>



     6.   The  registrant's  other  certifying  officers and I have indicated in
          this amended annual report whether there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

                                             Date: May 22, 2003

                                             By:   /s/ Alfred H. Drewes
                                                   --------------------
                                                   Alfred H. Drewes
                                                   Principal Financial Officer