UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington,~~COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~Section~~ Section 13 or 15(d) of ~~theSecurities~~ the Securities Exchange Act of 1934

~~February 2, 2010~~ Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): February 17, 2010

~~THE~~ The ~~PEPSI~~Pepsi ~~BOTTLING~~Bottling ~~GROUP~~Group, ~~INC~~Inc. __________________________________________ (Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)


Delaware	1-14893	13-4038356
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

One Pepsi Way, Somers, New York		10589
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

1-14893	13-4038356
(Commission File Number)	(IRS Employer Identification No.)


Registrant’s telephone number, including area code:		(914) 767-6000

~~One~~ Not ~~Pepsi~~Applicable ______________________________________________ Former ~~Way,~~name ~~Somers,~~or NYformer ~~10589~~address, ~~(Address~~if ofchanged ~~Principal~~since ~~Executive~~last ~~Offices) (Zip Code)~~report

(914) 767-6000 (Registrant's telephone number, including area code)

N/A (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ [x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

⃞ ~~Soliciting~~ ~~material~~ Top ~~pursuant~~of ~~to Rule 14a-12 under~~ the ~~Exchange Act (17 CFR~~Form ~~240.14a-12)~~

⃞ ~~Pre-commencement~~ ~~communications~~ Item ~~pursuant~~8.01 toOther ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Events.~~14d-2(b))~~

⃞ ~~Pre-commencement communications~~On ~~pursuant~~February to17, ~~Rule~~2010, ~~13e-4~~The Pepsi Bottling Group, Inc. (cthe "Company") ~~under~~announced that its stockholders adopted the ~~Exchange~~Agreement ~~Act~~and ~~(17~~Plan ~~CFR 240~~of Merger, dated as of August 3, 2009, among the Company, PepsiCo, Inc.~~13e~~, and Pepsi-~~4(c))~~Cola Metropolitan Bottling Company, Inc., at the special meeting of the Company’s stockholders held on February 17, 2010. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

~~Section~~ Item 29.01 – Financial ~~Information~~Statements and Exhibits.

~~Item~~ (a) 2Not Applicable.02(b) ~~Results~~Not ofApplicable.(c) ~~Operations~~Not ~~and~~Applicable.(d) ~~Financial~~Exhibit ~~Condition~~99.1 - Press release dated February 17, 2010.

~~On February 2, 2010, The Pepsi Bottling Group, Inc.~~ ~~announced its financial results for its fourth quarter and its full year~~ ~~ended~~ Top ~~December~~of ~~26, 2009 as described in~~ the ~~press release furnished~~Form ~~hereto as Exhibit 99.1, which is incorporated herein by reference.~~

~~Section 9 – Financial Statements and Exhibits~~ SIGNATURES

~~Item~~ Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(a) Not Applicable.


	The Pepsi Bottling Group, Inc.

February 17, 2010	By:	David Yawman

		Name: David Yawman
		Title: Vice President, Associate General Counsel and Assistant Secretary

~~(b) Not~~ Top ~~Applicable.~~of the Form

~~(c) Not Applicable.~~ Exhibit Index

(d) Exhibit 99.1 - Press release dated February 2, 2010, which is being furnished hereto pursuant to Item 2.02.


Exhibit No.		Description

99.1		Press release dated February 17, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE PEPSI BOTTLING GROUP, INC.
		(Registrant)
Date:	February 2, 2010	By:	/s/ David Yawman
			(Signature)
			David Yawman, Vice President,
			Associate General Counsel and AssistantSecretary

INDEX TO EXHIBITS

Exhibit Number		Description
99.1		Press Release issued by The Pepsi Bottling Group, Inc., dated February 2, 2010.

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