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Mail Stop 0308

							July 5, 2005

Steven M. Rapp
Senior Vice President
The Pepsi Bottling Group, Inc.
One Pepsi Way
Somers, NY  10589

	RE:	The Pepsi Bottling Group, Inc.
		PBG 401(k) Program
		PBG 401(k) Savings Program
		Item 4.01 Forms 8-K filed June 6, 2005
		File No. 01-14893

		Bottling Group LLC
		Item 4.01 Form 8-K filed June 6, 2005
		File No. 333-80361-01

Dear Mr. Rapp:

          We have reviewed your filings and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

1. We note that with respect to the Pepsi Bottling Group, Inc. and
Bottling Group, LLC the Exhibit 16 letter from KPMG does not agree
or
disagree with the information in the second paragraph.  Since the
second paragraph discloses the fact that KPMG was dismissed, and
gives the date of that event, we believe KPMG should be able to
address these facts.  Since the dismissal of KPMG and the
engagement
of Deloitte are two separate events, please consider revising your
filings to report these matters in separate paragraphs.
Alternatively, please revise your filings with an updated Exhibit
16
letter from KMPG confirming that they were dismissed on June 1,
2005.

Stevem M. Rapp
The Pepsi Bottling Group, Inc.
July 5, 2005
Page 2

2. With respect to the PBG 410(k) Program and the PBG 410(k)
Savings
Program, it appears you have reported a future dismissal.  Please
note that you are required to file an amended Form 8-K when KPMG
has
completed all audit work with respect to these Plans.  We would
expect you to disclose the date they completed all audit work, and
to
be able to state that there were still no disagreements through
this
date, if true.
3. It appears that the two Forms 8-K filed by the Plans should be
signed by an authorized  representative of the Plans.  If Mr. Rapp
is
so authorized, please report his capacity for signing in your
amended
filings for these Plans.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	The amendments requested above should be filed within five
business days from the date of this letter or we should be advised
by
that date when they will be filed.  Please file your response to
these comments as an EDGAR correspondence file at the same time as
you file the Forms 8-K/A.  Any questions regarding the above
should
be directed to Robert Burnett at (202) 551-3330, or in his
absence,
to Robert Benton at (202) 551-3804.

							Sincerely,

							Michael Moran
						            Accounting Branch Chief

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