<PAGE>

       As filed with the Securities and Exchange Commission on November 14, 2001

                                                   Registration No. 333-________

--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                         THE PEPSI BOTTLING GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                   <C>
                    DELAWARE                                        13-4038356
          (State or Other Jurisdiction                 (I.R.S. Employer Identification No.)
       of Incorporation or Organization)
</TABLE>

                                  One Pepsi Way
                           Somers, New York 10589-2201
          (Address of Principal Executive Offices, including zip code)

                           PBG 401(k) Savings Program
                               PBG 401(k) Program
                            (Full Title of the Plan)

                                Pamela C. McGuire
              Senior Vice President, General Counsel and Secretary
                         The Pepsi Bottling Group, Inc.
                                  One Pepsi Way
                             Somers, New York 10589
                                 (914) 767-7982
 (Name, Address and Telephone Number, including area code, of Agent for Service)

                                   Copies to:

              Mark D. Wincek                           Steven M. Rapp
         Kilpatrick Stockton LLP               The Pepsi Bottling Group, Inc.
     607 14th Street, N.W., Suite 900                  One Pepsi Way
       Washington, D.C. 20005-20018             Somers, New York 10589-2201
              (202) 508-5801                           (914) 767-7971

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                               CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                        Proposed Maximum    Proposed Maximum
Title of Securities     Amount to be     Offering Price    Aggregate Offering     Amount of
  to be Registered       Registered         Per Share            Price         Registration Fee
------------------------------------------------------------------------------------------------
<S>                       <C>              <C>             <C>                 <C>
   Common Stock,
   Par Value $.01          2,500,000(1)    $ 46.40 (2)     $ 116,000,000 (2)       $ 29,000
------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
    Statement also covers any additional securities to be offered or issued from
    stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) under the Securities Act of 1933 based on the
    average of the high and low sales prices of the Registrant's Common Stock,
    as reported on the New York Stock Exchange on November 9, 2001.




<PAGE>



                      STATEMENT PURSUANT TO GENERAL INSTRUCTION E
                        REGISTRATION OF ADDITIONAL SHARES

        This Registration Statement on Form S-8 relating to the PBG 401(k)
Savings Program and the PBG 401(k) Program (as successors to the PBG Long Term
Savings Program) (the "401(k) Plans") is being filed to register additional
securities of the same class as other securities for which a previously filed
registration statement on Form S-8 relating to the 401(k) Plans is effective.
Pursuant to General Instruction E to Form S-8, Registrant hereby incorporates
herein by reference the contents of such prior Form S-8 Registration Statement
(Registration No. 333-80647), as amended by Post-Effective Amendment No.1 on
Form S-8 Registration Statement (Registration No. 333-80647).


                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

        The Pepsi Bottling Group, Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (1)     The Registrant's Annual Report on Form 10-K for the year ended
                December 30, 2000, filed pursuant to Section 13(a) of the
                Securities Exchange Act of 1934, as amended (the "Exchange
                Act");

        (2)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 24, 2001;

        (3)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended June 16, 2001;

        (4)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended September 8, 2001; and

        (5)     The description of the Registrant's Common Stock, par value $.01
                per share, contained in the Registrant's Registration Statement
                on Form 8-A, filed with the SEC pursuant to Section 12(b) of the
                Exchange Act, and all amendments and reports filed for the
                purpose of updating such descriptions.

        All documents subsequently filed by the Registrant with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.        Description of Securities

        Not applicable (the Common Stock is registered under Section 12(b) of
the Exchange Act).

Item 5.        Interests of Named Experts and Counsel

        The validity of the shares of Common Stock issuable under the 401(k)
Plans has been passed upon for the Registrant by Pamela C. McGuire, Esq., Senior
Vice President, General Counsel and Secretary of the Registrant. Ms. McGuire
holds shares and options to purchase shares of the Registrant's Common Stock.



                                       2
<PAGE>

Item 6.        Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article Eighth of the Registrant's Certificate of Incorporation provides for
indemnification by the Registrant of its directors, officers and employees to
the fullest extent permitted by the Delaware General Corporation Law.

        Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. Article Ninth of the Registrant's Certificate of
Incorporation provides for such limitation of liability.

        The Registrant maintains standard policies of insurance under which
coverage is provided (a) to its directors and officers against loss rising from
claims made by reason of breach of duty or other wrongful act, and (b) to the
Registrant with respect to payments which may be made by the Registrant to such
officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.

Item 7.        Exemption from Registration Claimed

        Not applicable.

Item 8.        Exhibits

<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
      4.1         Certificate of Incorporation (incorporated herein by reference
                  to Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1 (File No. 333-70291) as amended, as filed with the
                  SEC (the "Form S-1")).

      4.2         Bylaws (incorporated herein by reference to Exhibit 3.2 to
                  Form S-1).

      4.3         Amendments to Certificate of Incorporation (incorporated
                  herein by reference to Exhibit 3.3 to Form S-1).

      4.4         Form of common stock certificate (incorporated herein by
                  reference to Exhibit  4 to Form S-1).

       5          Opinion and consent of Pamela C. McGuire, Esq., Senior Vice
                  President, General Counsel and Secretary of the Registrant.

      23.1        Consent of KPMG LLP.

      23.2        Consent of Pamela C. McGuire, Esq., Senior Vice President,
                  General Counsel and Secretary of the Registrant (included in
                  her opinion filed as Exhibit 5 hereto).

       24         Powers of Attorney (incorporated herein by reference to
                  Exhibit 24 of Registrant's Annual Report on Form 10-K for the
                  year ended December 30, 2000).
</TABLE>




                                       3
<PAGE>

Item 9.        Undertakings

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (a)  to include any prospectus required by Section 10(a)(3) of
        the Securities Act;

               (b) to reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
        in volume and price represent no more than a 20% change in the maximum
        aggregate offering price set forth in the "Calculation of Registration
        Fee" table in the effective registration statement; and

               (c) to include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                       4
<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somers, State of New York, on November 13, 2001.

                                    THE PEPSI BOTTLING GROUP, INC.

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

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                            Title                                      Date
---------                            -----                                      ----
<S>                              <C>                                            <C>
/s/ Craig E. Weatherup               Chairman of the Board                      November 13, 2001
----------------------
*Craig E. Weatherup


/s/ John T. Cahill                   Chief Executive Officer and Director       November 13, 2001
-------------------
*John T. Cahill

 /s/ Alfred H. Drewes                Senior Vice President and                  November 13, 2001
--------------------                 Chief Financial Officer
Alfred H. Drewes                     (Principal Financial Officer)

/s/ Andrea L. Forster                Vice President and Controller              November 13, 2001
--------------------------           (Principal Accounting Officer)
*Andrea L. Forster

/s/ Linda G. Alvarado                Director                                   November 13, 2001
---------------------
*Linda G. Alvarado

/s/ Barry H. Beracha                 Director                                   November 13, 2001
--------------------
*Barry H. Beracha

/s/ Thomas W. Jones                  Director                                   November 13, 2001
-------------------
*Thomas W. Jones

/s/ Thomas H. Kean                   Director                                   November 13, 2001
------------------
*Thomas H. Kean

/s/ Susan D. Kronick                 Director                                   November 13, 2001
--------------------
*Susan D. Kronick

/s/ Margaret D. Moore                Director                                   November 13, 2001
---------------------
*Margaret D. Moore

/s/ Robert F. Sharpe, Jr.            Director                                   November 13, 2001
-------------------------
*Robert F. Sharpe, Jr.
</TABLE>

*  By: Pamela C. McGuire, Attorney-in-Fact

        /s/ Pamela C. McGuire
        ---------------------
        Pamela C. McGuire



                                       5
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit No.     Description
  -----------     -----------
<S>              <C>
      4.1         Certificate of Incorporation (incorporated herein by reference
                  to Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1 (File No. 333-70291) as amended, as filed with the
                  SEC (the "Form S-1")).

      4.2         Bylaws (incorporated herein by reference to Exhibit 3.2 to Form S-1).

      4.3         Amendments to Certificate of Incorporation (incorporated
                  herein by reference to Exhibit 3.3 to Form S-1).

      4.4         Form of common stock certificate (incorporated herein by
                  reference to Exhibit 4 to Form S-1).

       5          Opinion and consent of Pamela C. McGuire, Esq., Senior Vice President,
                  General Counsel and Secretary of the Registrant.

      23.1        Consent of KPMG LLP.

      23.2        Consent of Pamela C. McGuire, Esq., Senior Vice President, General
                  Counsel and Secretary of the Registrant (included in her opinion filed
                  as Exhibit 5 hereto).

       24         Powers of Attorney (incorporated herein by reference to
                  Exhibit 24 of Registrant's Annual Report on Form 10-K for the
                  year ended December 30, 2000).
</TABLE>



                                       6
[{"type": "S-8", "sequence": "1", "filename": "y54991s-8.txt", "description": "THE PEPSI BOTTLING GROUP, INC.", "secsgml_size_bytes": 20064}]
{"company-data": {"conformed-name": "PEPSI BOTTLING GROUP INC", "cik": "0001076405", "assigned-sic": "2080", "irs-number": "134038356", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73302", "film-number": "1788349"}, "business-address": {"street1": "ONE PEPSI WAY", "city": "SOMERS", "state": "NY", "zip": "10589-2201", "phone": "9147676000"}, "mail-address": {"street1": "ONE PEPSI WAY", "city": "SOMERS", "state": "NY", "zip": "10589-2201"}}
As filed with the Securities and Exchange Commission on November 14, 2001

                                                   Registration No. 333-________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                         THE PEPSI BOTTLING GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)
DELAWARE                                        13-4038356
          (State or Other Jurisdiction                 (I.R.S. Employer Identification No.)
       of Incorporation or Organization)
One Pepsi Way
                           Somers, New York 10589-2201
          (Address of Principal Executive Offices, including zip code)

                           PBG 401(k) Savings Program
                               PBG 401(k) Program
                            (Full Title of the Plan)

                                Pamela C. McGuire
              Senior Vice President, General Counsel and Secretary
                         The Pepsi Bottling Group, Inc.
                                  One Pepsi Way
                             Somers, New York 10589
                                 (914) 767-7982
 (Name, Address and Telephone Number, including area code, of Agent for Service)

                                   Copies to:

              Mark D. Wincek                           Steven M. Rapp
         Kilpatrick Stockton LLP               The Pepsi Bottling Group, Inc.
     607 14th Street, N.W., Suite 900                  One Pepsi Way
       Washington, D.C. 20005-20018             Somers, New York 10589-2201
              (202) 508-5801                           (914) 767-7971
------------------------------------------------------------------------------------------------
                               CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                        Proposed Maximum    Proposed Maximum
Title of Securities     Amount to be     Offering Price    Aggregate Offering     Amount of
  to be Registered       Registered         Per Share            Price         Registration Fee
------------------------------------------------------------------------------------------------
Common Stock,
   Par Value $.01          2,500,000(1)    $ 46.40 (2)     $ 116,000,000 (2)       $ 29,000
------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
    Statement also covers any additional securities to be offered or issued from
    stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) under the Securities Act of 1933 based on the
    average of the high and low sales prices of the Registrant's Common Stock,
    as reported on the New York Stock Exchange on November 9, 2001.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
                        REGISTRATION OF ADDITIONAL SHARES

        This Registration Statement on Form S-8 relating to the PBG 401(k)
Savings Program and the PBG 401(k) Program (as successors to the PBG Long Term
Savings Program) (the "401(k) Plans") is being filed to register additional
securities of the same class as other securities for which a previously filed
registration statement on Form S-8 relating to the 401(k) Plans is effective.
Pursuant to General Instruction E to Form S-8, Registrant hereby incorporates
herein by reference the contents of such prior Form S-8 Registration Statement
(Registration No. 333-80647), as amended by Post-Effective Amendment No.1 on
Form S-8 Registration Statement (Registration No. 333-80647).

                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

        The Pepsi Bottling Group, Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (1)     The Registrant's Annual Report on Form 10-K for the year ended
                December 30, 2000, filed pursuant to Section 13(a) of the
                Securities Exchange Act of 1934, as amended (the "Exchange
                Act");

        (2)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 24, 2001;

        (3)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended June 16, 2001;

        (4)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended September 8, 2001; and

        (5)     The description of the Registrant's Common Stock, par value $.01
                per share, contained in the Registrant's Registration Statement
                on Form 8-A, filed with the SEC pursuant to Section 12(b) of the
                Exchange Act, and all amendments and reports filed for the
                purpose of updating such descriptions.

        All documents subsequently filed by the Registrant with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.        Description of Securities

        Not applicable (the Common Stock is registered under Section 12(b) of
the Exchange Act).

Item 5.        Interests of Named Experts and Counsel

        The validity of the shares of Common Stock issuable under the 401(k)
Plans has been passed upon for the Registrant by Pamela C. McGuire, Esq., Senior
Vice President, General Counsel and Secretary of the Registrant. Ms. McGuire
holds shares and options to purchase shares of the Registrant's Common Stock.

                                       2
Item 6.        Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article Eighth of the Registrant's Certificate of Incorporation provides for
indemnification by the Registrant of its directors, officers and employees to
the fullest extent permitted by the Delaware General Corporation Law.

        Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. Article Ninth of the Registrant's Certificate of
Incorporation provides for such limitation of liability.

        The Registrant maintains standard policies of insurance under which
coverage is provided (a) to its directors and officers against loss rising from
claims made by reason of breach of duty or other wrongful act, and (b) to the
Registrant with respect to payments which may be made by the Registrant to such
officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.

Item 7.        Exemption from Registration Claimed

        Not applicable.

Item 8.        Exhibits
Exhibit No.       Description
-----------       -----------
4.1         Certificate of Incorporation (incorporated herein by reference
                  to Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1 (File No. 333-70291) as amended, as filed with the
                  SEC (the "Form S-1")).

      4.2         Bylaws (incorporated herein by reference to Exhibit 3.2 to
                  Form S-1).

      4.3         Amendments to Certificate of Incorporation (incorporated
                  herein by reference to Exhibit 3.3 to Form S-1).

      4.4         Form of common stock certificate (incorporated herein by
                  reference to Exhibit  4 to Form S-1).

       5          Opinion and consent of Pamela C. McGuire, Esq., Senior Vice
                  President, General Counsel and Secretary of the Registrant.

      23.1        Consent of KPMG LLP.

      23.2        Consent of Pamela C. McGuire, Esq., Senior Vice President,
                  General Counsel and Secretary of the Registrant (included in
                  her opinion filed as Exhibit 5 hereto).

       24         Powers of Attorney (incorporated herein by reference to
                  Exhibit 24 of Registrant's Annual Report on Form 10-K for the
                  year ended December 30, 2000).
3
Item 9.        Undertakings

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (a)  to include any prospectus required by Section 10(a)(3) of
        the Securities Act;

               (b) to reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
        in volume and price represent no more than a 20% change in the maximum
        aggregate offering price set forth in the "Calculation of Registration
        Fee" table in the effective registration statement; and

               (c) to include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somers, State of New York, on November 13, 2001.

                                    THE PEPSI BOTTLING GROUP, INC.

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

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                            Title                                      Date
---------                            -----                                      ----
/s/ Craig E. Weatherup               Chairman of the Board                      November 13, 2001
----------------------
*Craig E. Weatherup

/s/ John T. Cahill                   Chief Executive Officer and Director       November 13, 2001
-------------------
*John T. Cahill

 /s/ Alfred H. Drewes                Senior Vice President and                  November 13, 2001
--------------------                 Chief Financial Officer
Alfred H. Drewes                     (Principal Financial Officer)

/s/ Andrea L. Forster                Vice President and Controller              November 13, 2001
--------------------------           (Principal Accounting Officer)
*Andrea L. Forster

/s/ Linda G. Alvarado                Director                                   November 13, 2001
---------------------
*Linda G. Alvarado

/s/ Barry H. Beracha                 Director                                   November 13, 2001
--------------------
*Barry H. Beracha

/s/ Thomas W. Jones                  Director                                   November 13, 2001
-------------------
*Thomas W. Jones

/s/ Thomas H. Kean                   Director                                   November 13, 2001
------------------
*Thomas H. Kean

/s/ Susan D. Kronick                 Director                                   November 13, 2001
--------------------
*Susan D. Kronick

/s/ Margaret D. Moore                Director                                   November 13, 2001
---------------------
*Margaret D. Moore

/s/ Robert F. Sharpe, Jr.            Director                                   November 13, 2001
-------------------------
*Robert F. Sharpe, Jr.
*  By: Pamela C. McGuire, Attorney-in-Fact

        /s/ Pamela C. McGuire
        ---------------------
        Pamela C. McGuire

                                       5
EXHIBIT INDEX
Exhibit No.     Description
  -----------     -----------
4.1         Certificate of Incorporation (incorporated herein by reference
                  to Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1 (File No. 333-70291) as amended, as filed with the
                  SEC (the "Form S-1")).

      4.2         Bylaws (incorporated herein by reference to Exhibit 3.2 to Form S-1).

      4.3         Amendments to Certificate of Incorporation (incorporated
                  herein by reference to Exhibit 3.3 to Form S-1).

      4.4         Form of common stock certificate (incorporated herein by
                  reference to Exhibit 4 to Form S-1).

       5          Opinion and consent of Pamela C. McGuire, Esq., Senior Vice President,
                  General Counsel and Secretary of the Registrant.

      23.1        Consent of KPMG LLP.

      23.2        Consent of Pamela C. McGuire, Esq., Senior Vice President, General
                  Counsel and Secretary of the Registrant (included in her opinion filed
                  as Exhibit 5 hereto).

       24         Powers of Attorney (incorporated herein by reference to
                  Exhibit 24 of Registrant's Annual Report on Form 10-K for the
                  year ended December 30, 2000).
6