Registration No. 333-_________
As filed with the Securities and Exchange Commission on June 14, 1999
-----------------------------------------------------------------------
                  SECURITIES AND EXCHANGE COMMISSION
                        450 FIFTH STREET, N.W.
                        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 of      (I.R.S. Employer Identification No.)
   Incorporation or Organization

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

                      PBG LONG TERM SAVINGS 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) 767-7540
-------------------------------------------------------------------------------
(Name, Address and Telephone Number, including area code, of Agent for Service)

                             Copies to:
             Martha Jo Wagner                  Steven M. Rapp
         Kilpatrick Stockton LLP       The Pepsi Bottling Group, Inc.
          1100 Peachtree Street                 One Pepsi Way
       Atlanta, Georgia  30309-4530      Somers, New York 10589-2201
              (404) 815-6449                   (914) 767-7971
<TABLE>
<CAPTION>
============================================================================================================
                             CALCULATION OF REGISTRATION FEE

                                                  Proposed Maximum     Proposed Maximum
    Title of Securities        Amount to be        Offering Price           Aggregate           Amount of
      to be Registered         Registered <F1>     Per Share <F2>          Offering         Registration Fee
                                                                           Price <F2>
-------------------------------------------------------------------------------------------------------------
 <S>                         <C>                <C>                    <C>                 <C>
 Common Stock                2,000,000 Shares   $22.00                  $44,000,000        $12,232.00

-------------------------------------------------------------------------------------------------------------
<FN>
<F1>  In addition, pursuant to Rule 416 under the Securities Act of
      1933, this Registration Statement also covers (a) an indeterminable
      number of shares that may be offered and issued pursuant to stock
      splits, stock dividends or similar transactions, and (b) an
      indeterminable amount of interests to be offered or sold pursuant
      to the employee benefit plan described herein.

<F2>  Estimated solely for the purpose of determining the registration
      fee.
</FN>
</TABLE>
<PAGE>
<PAGE>
                                PART I

               INFORMATION REQUIRED IN THE SECTION 10(a)
                              PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registration 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 Prospectus, dated March 30, 1999, filed
     with the Commission pursuant to Rule 424(b) under the Securities
     Act of 1933, as amended (the "Securities Act"), in Registration
     Statement No. 333-70291 on Form S-1 ("Form S-1"),

     (2)  the Registrant's Quarterly Report on Form 10-Q for the
     period ended March 20, 1999, and

     (3)  the description of the Registrant's Common Stock, par value
     $.01 per share, contained in the Registrant's Registration
     Statement on Form 8-A, pursuant to Section 12(b) of the
     Securities Exchange Act of 1934, as amended (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

ITEM 5.  Interests of Named Experts and Counsel
         --------------------------------------
     The validity of the shares of Common Stock issuable under the
PBG Long Term Savings Program 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
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 of Form S-1).

4.2            By laws (incorporated herein by reference to Exhibit
               3.2 of Form S-1).

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

4.4            Form of Common Stock Certificate (incorporated herein
               by reference to Exhibit 4 of Form S-1).

4.5            PBG Long Term Savings Program

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

                                  3
<PAGE>
<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>
<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 June 14, 1999.

                         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, Chief Executive Officer     June 14, 1999
Craig E. Weatherup                        and Director (Principal Executive
                                          Officer)
/s/ John T. Cahill
----------------------------------        Executive Vice President, Chief       June 14, 1999
John T. Cahill                            Financial Officer and Director
                                          (Principal Financial Officer)
/s/ Peter A. Bridgman
-----------------------------------       Senior Vice President and             June 14, 1999
Peter A. Bridgman                         Controller (Principal Accounting
                                          Officer)

-----------------------------------       Director                              June 14, 1999
 Linda G. Alvarado

                  *
-----------------------------------       Director                              June 14, 1999
Barry H. Beracha

                  *
-----------------------------------       Director                              June 14, 1999
 Thomas W. Jones

                  *
-----------------------------------       Director                              June 14, 1999
 Thomas H. Kean

                  *
-----------------------------------       Director                              June 14, 1999
 Susan Kronick

                  *
-----------------------------------       Director                              June 14, 1999
 Robert F. Sharpe, Jr.

                                                                                June 14, 1999
-----------------------------------
 Karl M. von der Heyden
</TABLE>


*  By:   Pamela C. McGuire, Attorney-In-Fact
         /s/ PAMELA C. MCGUIRE
         Pamela C. McGuire


                                  5

<PAGE>
<PAGE>
                                         EXHIBIT INDEX

Exhibit No.       Description
----------        -----------

4.5                PBG Long Term Savings Program

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.
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18170}]
{"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": "333-80647", "film-number": "99646210"}, "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"}}
Registration No. 333-_________
As filed with the Securities and Exchange Commission on June 14, 1999
-----------------------------------------------------------------------
                  SECURITIES AND EXCHANGE COMMISSION
                        450 FIFTH STREET, N.W.
                        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 of      (I.R.S. Employer Identification No.)
   Incorporation or Organization

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

                      PBG LONG TERM SAVINGS 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) 767-7540
-------------------------------------------------------------------------------
(Name, Address and Telephone Number, including area code, of Agent for Service)

                             Copies to:
             Martha Jo Wagner                  Steven M. Rapp
         Kilpatrick Stockton LLP       The Pepsi Bottling Group, Inc.
          1100 Peachtree Street                 One Pepsi Way
       Atlanta, Georgia  30309-4530      Somers, New York 10589-2201
              (404) 815-6449                   (914) 767-7971
============================================================================================================
                             CALCULATION OF REGISTRATION FEE

                                                  Proposed Maximum     Proposed Maximum
    Title of Securities        Amount to be        Offering Price           Aggregate           Amount of
      to be Registered         Registered
Per Share
Offering         Registration Fee
                                                                           Price
-------------------------------------------------------------------------------------------------------------
Common Stock                2,000,000 Shares   $22.00                  $44,000,000        $12,232.00

-------------------------------------------------------------------------------------------------------------
In addition, pursuant to Rule 416 under the Securities Act of
      1933, this Registration Statement also covers (a) an indeterminable
      number of shares that may be offered and issued pursuant to stock
      splits, stock dividends or similar transactions, and (b) an
      indeterminable amount of interests to be offered or sold pursuant
      to the employee benefit plan described herein.
Estimated solely for the purpose of determining the registration
      fee.
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a)
                              PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registration 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 Prospectus, dated March 30, 1999, filed
     with the Commission pursuant to Rule 424(b) under the Securities
     Act of 1933, as amended (the "Securities Act"), in Registration
     Statement No. 333-70291 on Form S-1 ("Form S-1"),

     (2)  the Registrant's Quarterly Report on Form 10-Q for the
     period ended March 20, 1999, and

     (3)  the description of the Registrant's Common Stock, par value
     $.01 per share, contained in the Registrant's Registration
     Statement on Form 8-A, pursuant to Section 12(b) of the
     Securities Exchange Act of 1934, as amended (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

ITEM 5.  Interests of Named Experts and Counsel
         --------------------------------------
     The validity of the shares of Common Stock issuable under the
PBG Long Term Savings Program 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
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 of Form S-1).

4.2            By laws (incorporated herein by reference to Exhibit
               3.2 of Form S-1).

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

4.4            Form of Common Stock Certificate (incorporated herein
               by reference to Exhibit 4 of Form S-1).

4.5            PBG Long Term Savings Program

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

                                  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 June 14, 1999.

                         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, Chief Executive Officer     June 14, 1999
Craig E. Weatherup                        and Director (Principal Executive
                                          Officer)
/s/ John T. Cahill
----------------------------------        Executive Vice President, Chief       June 14, 1999
John T. Cahill                            Financial Officer and Director
                                          (Principal Financial Officer)
/s/ Peter A. Bridgman
-----------------------------------       Senior Vice President and             June 14, 1999
Peter A. Bridgman                         Controller (Principal Accounting
                                          Officer)

-----------------------------------       Director                              June 14, 1999
 Linda G. Alvarado

                  *
-----------------------------------       Director                              June 14, 1999
Barry H. Beracha

                  *
-----------------------------------       Director                              June 14, 1999
 Thomas W. Jones

                  *
-----------------------------------       Director                              June 14, 1999
 Thomas H. Kean

                  *
-----------------------------------       Director                              June 14, 1999
 Susan Kronick

                  *
-----------------------------------       Director                              June 14, 1999
 Robert F. Sharpe, Jr.

                                                                                June 14, 1999
-----------------------------------
 Karl M. von der Heyden
*  By:   Pamela C. McGuire, Attorney-In-Fact
         /s/ PAMELA C. MCGUIRE
         Pamela C. McGuire

                                  5
EXHIBIT INDEX

Exhibit No.       Description
----------        -----------

4.5                PBG Long Term Savings Program

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.