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                                                                      EXHIBIT 24
                                POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Pamela C. McGuire and Steven M. Rapp, the undersigned's true
and lawful attorney-in-fact to execute and file on behalf of the undersigned in
the undersigned's capacity as a Director and/or Executive Officer of The Pepsi
Bottling Group, Inc. ("PBG") all necessary and/or required applications,
reports, registrations, information, documents and instruments filed or required
to be filed by PBG with the Securities and Exchange Commission ("SEC"), any
stock exchanges or any governmental official or agency, including without
limitation:

      1) execute and file any amendment or supplement to PBG's Annual Report on
         Form 10-K for the year ended December 28, 2002, with all exhibits
         thereto and other documents in connection therewith (the "Form 10-K");

      2) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute the Form
         10-K and timely file the Form 10-K;

      3) execute and file Forms 3, 4 and 5 in accordance with Section 16(a) of
         the Securities Exchange Act of 1934 and the rules thereunder;

      4) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5 and timely file such form;

      5) execute and file Form 144 in accordance with Rule 144 of the Securities
         Act of 1933 and the rules thereunder;

      6) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 144 and timely file such form;

      7) execute and file Registration Statements on Form S-8 under the
         Securities Act of 1933;

      8) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Registration Statements on Form S-8 and timely file such form; and

      9) take any other action of any type whatsoever in connection with the
         foregoing, which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such
         attorney-in-fact's discretion.
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      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. Each of the attorneys-in-fact named herein shall have the power to act
hereunder with or without the other. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is PBG assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of January 29, 2003.

                                    THE PEPSI BOTTLING GROUP, INC.

                                    By:  /s/ Pamela C. McGuire
                                         ---------------------
                                         Pamela C. McGuire
                                         Senior Vice President, General
                                         Counsel and Secretary

SIGNATURE                     TITLE                            DATE

/s/ John T. Cahill            Chairman of the Board and        January 29, 2003
------------------            Chief Executive Officer
John T. Cahill

/s/Alfred H. Drewes           Senior Vice President and        February 5, 2003
-------------------           Chief Financial Officer
Alfred H. Drewes              (Principal Financial Officer)

/s/ Andrea L. Forster         Vice President and Controller    January 31, 2003
---------------------         (Principal Accounting Officer)
Andrea L. Forster

/s/ Linda G. Alvarado         Director                         February 4, 2003
---------------------
Linda G. Alvarado

/s/ Barry H. Beracha          Director                         February 4, 2003
--------------------
Barry H. Beracha

/s/ Ira D. Hall               Director                         March 27, 2003
---------------
Ira D. Hall

/s/ Thomas H. Kean            Director                         January 29, 2003
------------------
Thomas H. Kean
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/s/ Susan D. Kronick               Director                 January 30, 2003
--------------------
Susan D. Kronick

/s/ Blythe J. McGarvie             Director                 January 31, 2003
----------------------
Blythe J. McGarvie

/s/ Margaret D. Moore              Director                 February 4, 2003
---------------------
Margaret D. Moore

/s/ Clay G. Small                  Director                 January 29, 2003
-----------------
Clay G. Small

/s/ Craig E. Weatherup             Director                 February 5, 2003
----------------------
Craig E. Weatherup