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 1-14893

                         The Pepsi Bottling Group, Inc.
                         -------------------------------
             (Exact name of Registrant as Specified in its Charter)

           Incorporated in Delaware                          13-4038356
        (State or other Jurisdiction of                    (I.R.S. Employer
       Incorporation or organization)                     Identification No.)

               One Pepsi Way
              Somers, New York                                 10589
     (Address of Principal Executive Offices)                (Zip code)

       Registrant's telephone number, including area code: (914) 767-6000
                            _________________________
           Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of Each Exchange
       Title of Each Class                                on Which Registered
       -------------------                                -------------------
Common Stock, par value $.01 per share                  New York Stock Exchange
7% Series B Senior Notes due 2029                       New York Stock Exchange

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 X No
                                        ---  ---

     The number of shares of Capital  Stock of The Pepsi  Bottling  Group,  Inc.
outstanding as of March 11, 2003 was 278,552,993.  The aggregate market value of
The Pepsi Bottling Group, Inc. Capital Stock held by non-affiliates of The Pepsi
Bottling Group, Inc. as of June 15, 2002 was $5,803,740,542.

Documents of Which Portions                Parts of Form 10-K into Which Portion
Are Incorporated by Reference              of Documents Are Incorporated
-----------------------------              ------------------------------

2002 Annual Report to Shareholders                       I, II

Proxy Statement for The Pepsi Bottling Group, Inc.        III
May 28, 2003 Annual Meeting of Shareholders

<PAGE>

                                Explanatory Note

     We are filing this Amendment No. 1 to the Annual Report on Form 10-K of The
Pepsi  Bottling  Group,  Inc.  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,  PBG carried out an
evaluation,  under the supervision and with the participation of our management,
including the Chief Executive Officer and the Chief Financial Officer of PBG, 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 Chief Executive  Officer and the Chief Financial  Officer concluded that our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material information relating to PBG and its consolidated  subsidiaries required
to be included in PBG'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 Chief Executive Officer of
                              Periodic Financial Report pursuant to Section
                              906 of the Sarbanes-Oxley Act of 2002

Exhibit 99.2                  Certification by the Chief Financial Officer of
                              Periodic Financial 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, The Pepsi Bottling Group, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Dated:  May 22, 2003
                                     The Pepsi Bottling Group, Inc.


                                     By: /s/ John T. Cahill
                                         ------------------
                                         John T. Cahill
                                         Chairman and Chief 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 The Pepsi Bottling Group, Inc. (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
                                                   Chief Executive Officer



<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 The Pepsi Bottling Group, Inc. (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
                                                   Chief Financial Officer