As filed with the Securities and Exchange Commission on August 3, 2004
                                                  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 2004 LONG-TERM INCENTIVE PLAN
                            (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

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                   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           10,000,000 (1)         $ 27.76 (2)           $ 277,600,000 (2)         $ 14,127 (3)
-------------------------- --------------------- ---------------------- ----------------------- ---------------------
</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 to
     prevent  dilution  resulting from stock splits,  stock dividends or similar
     transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)  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 July 30, 2004.

(3)  In accordance with Rule 457(p), the currently due Registration Fee has been
     offset by an aggregate amount of $21,044.78 previously paid with respect to
     unsold  shares of the  Registrant's  Common Stock under prior  registration
     statements filed by the Registrant. The Registrant filed (a) a Registration
     Statement on Form S-8 (Registration  No. 333-60428) with the Securities and
     Exchange Commission ("SEC") on May 8, 2001 to register 15,000,000 shares of
     Common Stock (as adjusted for the 2-for-1 split of the Registrant's  Common
     Stock effected on November 27, 2001), 2,288,831 of which remain unsold, and
     paid  $11,590.06 in registration  fees  attributable to these unsold shares
     and (b) a Registration  Statement on Form S-8 (Registration No. 333-100786)
     with the SEC on October 28, 2002 to  register  18,000,000  shares of Common
     Stock, 3,659,893 of which remain unsold, and paid $9,454.72 in registration
     fees  attributable  to these  unsold  shares.  The  Registrant  has filed a
     Post-Effective  Amendment  to  each of  these  Registration  Statements  to
     deregister these unsold shares.


<PAGE>



                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*
____________

*       Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.


                                     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 27,
     2003,  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
     20, 2004;

(3)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
     12, 2004;

(4)  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).


                                        2
<PAGE>



Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

     The  validity  of the shares of Common  Stock  issuable  under the PBG 2004
Long-Term  Incentive  Plan has been passed upon for the Registrant by Steven M.
Rapp,  Esq.,  Vice  President,  Senior  Deputy  General  Counsel  and  Assistant
Secretary  of the  Registrant.  Mr.  Rapp holds  shares and  options to purchase
shares of the Registrant's Common Stock.

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         Amendment to Certificate of Incorporation (incorporated herein by
               reference to Exhibit 3.4 to  Registrant's  Annual  Report on Form
               10-K for the year ended December 27, 2003).

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


                                        3
<PAGE>

      5        Opinion  and  consent of Steven M. Rapp,  Esq.,  Vice  President,
               Senior  Deputy  General  Counsel and  Assistant  Secretary of the
               Registrant.

     15        Accountants' Acknowledgment

   23.1        Consent of Independent Registered Public Accounting  Firm to The
               Pepsi Bottling Group, Inc.

   23.2        Consent of Independent Registered Public Accounting Firm to
               Bottling Group, LLC

   23.3        Consent of Steven M. Rapp,  Esq., Vice  President,  Senior Deputy
               General  Counsel  and  Assistant   Secretary  of  the  Registrant
               (included in his 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 27, 2003).

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.

     (4)       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.


                                       4
<PAGE>



     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.


                                       5
<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 August 3, 2004.


                            THE PEPSI BOTTLING GROUP, INC.

                            By:  /s/ Steven M. Rapp
                                 ------------------
                                 Steven M. Rapp
                                 Vice President, Senior Deputy General Counsel
                                 And Assistant 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/ John T. Cahill             Chief Executive Officer and       August 3, 2004
------------------             Chairman of the Board
* John T. Cahill

/s/ Alfred H. Drewes           Senior Vice President and Chief   August 3, 2004
---------------------          Financial Officer (Principal
* Alfred H. Drewes             Financial Officer)


/s/ Andrea L. Forster          Vice President and Controller     August 3, 2004
----------------------         (Principal Accounting Officer)
* Andrea L. Forster

/s/ Linda G. Alvarado          Director                          August 3, 2004
---------------------
* Linda G. Alvarado

/s/ Barry H. Beracha           Director                          August 3, 2004
---------------------
* Barry H. Beracha

/s/ Ira D. Hall                Director                          August 3, 2004
---------------
* Ira D. Hall

/s/ Thomas H. Kean             Director                          August 3, 2004
------------------
* Thomas H. Kean

/s/ Susan D. Kronick           Director                          August 3, 2004
---------------------
* Susan D. Kronick

/s/ Blythe J. McGarvie         Director                          August 3, 2004
----------------------
* Blythe J. McGarvie

/s/ Margaret D. Moore          Director                          August 3, 2004
---------------------
* Margaret D. Moore

_________________
 Rogelio Rebolledo             Director

/s/ Clay G. Small              Director                          August 3, 2004
-----------------
* Clay G. Small

* By:  Steven M. Rapp, Attorney-in-Fact

        /s/ Steven M. Rapp
        ------------------
        Steven M. Rapp


<PAGE>



                                  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         Amendment  to  Certificate  of  Incorporation  (incorporated
                    herein by  reference to Exhibit 3.4 to  Registrant's  Annual
                    Report on Form 10-K for the year ended December 27, 2003).

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

          5         Opinion and consent of Steven M. Rapp, Esq., Vice President,
                    Senior Deputy General Counsel and Assistant Secretary of the
                    Registrant.

         15          Accountants' Acknowledgment

       23.1         Consent of Independent Registered Public Accounting Firm to
                    The Pepsi Bottling Group, Inc.

       23.2         Consent of Independent Registered Public  Accounting Firm to
                    Bottling Group, LLC

       23.3         Consent  of Steven M. Rapp,  Esq.,  Vice  President,  Senior
                    Deputy  General  Counsel  and  Assistant  Secretary  of  the
                    Registrant  (included  in his  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 27, 2003).
[{"type": "S-8", "sequence": "1", "filename": "pbg2004ltipforms8.txt", "description": "PBG (2004 LONG-TERM INCENTIVE PLAN)", "secsgml_size_bytes": 22175}]
{"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": "333-117894", "film-number": "04948579"}, "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 August 3, 2004
                                                  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 2004 LONG-TERM INCENTIVE PLAN
                            (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           10,000,000 (1)         $ 27.76 (2)           $ 277,600,000 (2)         $ 14,127 (3)
-------------------------- --------------------- ---------------------- ----------------------- ---------------------
(1)  Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement also covers any additional  securities to be offered or issued to
     prevent  dilution  resulting from stock splits,  stock dividends or similar
     transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)  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 July 30, 2004.

(3)  In accordance with Rule 457(p), the currently due Registration Fee has been
     offset by an aggregate amount of $21,044.78 previously paid with respect to
     unsold  shares of the  Registrant's  Common Stock under prior  registration
     statements filed by the Registrant. The Registrant filed (a) a Registration
     Statement on Form S-8 (Registration  No. 333-60428) with the Securities and
     Exchange Commission ("SEC") on May 8, 2001 to register 15,000,000 shares of
     Common Stock (as adjusted for the 2-for-1 split of the Registrant's  Common
     Stock effected on November 27, 2001), 2,288,831 of which remain unsold, and
     paid  $11,590.06 in registration  fees  attributable to these unsold shares
     and (b) a Registration  Statement on Form S-8 (Registration No. 333-100786)
     with the SEC on October 28, 2002 to  register  18,000,000  shares of Common
     Stock, 3,659,893 of which remain unsold, and paid $9,454.72 in registration
     fees  attributable  to these  unsold  shares.  The  Registrant  has filed a
     Post-Effective  Amendment  to  each of  these  Registration  Statements  to
     deregister these unsold shares.
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*
____________

*       Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                     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 27,
     2003,  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
     20, 2004;

(3)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
     12, 2004;

(4)  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).

                                        2
Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

     The  validity  of the shares of Common  Stock  issuable  under the PBG 2004
Long-Term  Incentive  Plan has been passed upon for the Registrant by Steven M.
Rapp,  Esq.,  Vice  President,  Senior  Deputy  General  Counsel  and  Assistant
Secretary  of the  Registrant.  Mr.  Rapp holds  shares and  options to purchase
shares of the Registrant's Common Stock.

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         Amendment to Certificate of Incorporation (incorporated herein by
               reference to Exhibit 3.4 to  Registrant's  Annual  Report on Form
               10-K for the year ended December 27, 2003).

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

                                        3
5        Opinion  and  consent of Steven M. Rapp,  Esq.,  Vice  President,
               Senior  Deputy  General  Counsel and  Assistant  Secretary of the
               Registrant.

     15        Accountants' Acknowledgment

   23.1        Consent of Independent Registered Public Accounting  Firm to The
               Pepsi Bottling Group, Inc.

   23.2        Consent of Independent Registered Public Accounting Firm to
               Bottling Group, LLC

   23.3        Consent of Steven M. Rapp,  Esq., Vice  President,  Senior Deputy
               General  Counsel  and  Assistant   Secretary  of  the  Registrant
               (included in his 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 27, 2003).

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.

     (4)       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.

                                       4
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.

                                       5
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 August 3, 2004.

                            THE PEPSI BOTTLING GROUP, INC.

                            By:  /s/ Steven M. Rapp
                                 ------------------
                                 Steven M. Rapp
                                 Vice President, Senior Deputy General Counsel
                                 And Assistant 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/ John T. Cahill             Chief Executive Officer and       August 3, 2004
------------------             Chairman of the Board
* John T. Cahill

/s/ Alfred H. Drewes           Senior Vice President and Chief   August 3, 2004
---------------------          Financial Officer (Principal
* Alfred H. Drewes             Financial Officer)

/s/ Andrea L. Forster          Vice President and Controller     August 3, 2004
----------------------         (Principal Accounting Officer)
* Andrea L. Forster

/s/ Linda G. Alvarado          Director                          August 3, 2004
---------------------
* Linda G. Alvarado

/s/ Barry H. Beracha           Director                          August 3, 2004
---------------------
* Barry H. Beracha

/s/ Ira D. Hall                Director                          August 3, 2004
---------------
* Ira D. Hall

/s/ Thomas H. Kean             Director                          August 3, 2004
------------------
* Thomas H. Kean

/s/ Susan D. Kronick           Director                          August 3, 2004
---------------------
* Susan D. Kronick

/s/ Blythe J. McGarvie         Director                          August 3, 2004
----------------------
* Blythe J. McGarvie

/s/ Margaret D. Moore          Director                          August 3, 2004
---------------------
* Margaret D. Moore

_________________
 Rogelio Rebolledo             Director

/s/ Clay G. Small              Director                          August 3, 2004
-----------------
* Clay G. Small

* By:  Steven M. Rapp, Attorney-in-Fact

        /s/ Steven M. Rapp
        ------------------
        Steven M. Rapp
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         Amendment  to  Certificate  of  Incorporation  (incorporated
                    herein by  reference to Exhibit 3.4 to  Registrant's  Annual
                    Report on Form 10-K for the year ended December 27, 2003).

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

          5         Opinion and consent of Steven M. Rapp, Esq., Vice President,
                    Senior Deputy General Counsel and Assistant Secretary of the
                    Registrant.

         15          Accountants' Acknowledgment

       23.1         Consent of Independent Registered Public Accounting Firm to
                    The Pepsi Bottling Group, Inc.

       23.2         Consent of Independent Registered Public  Accounting Firm to
                    Bottling Group, LLC

       23.3         Consent  of Steven M. Rapp,  Esq.,  Vice  President,  Senior
                    Deputy  General  Counsel  and  Assistant  Secretary  of  the
                    Registrant  (included  in his  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 27, 2003).