Pepsi Bottling Group (PBG)

Item 4.01 Changes in Registrant's Certifying Accountant.

Explanatory Note.

On June 6, 2005, the PBG 401(k) Savings Program (the "Plan") filed a Current Report on Form 8-K (the "June 8-K") with the Securities and Exchange Commission (the "SEC") disclosing that KPMG LLP had been terminated as the independent auditors of the Plan, effective upon the filing of the Form 5500 in respect of the 2004 Plan year, which occurred on October 17, 2005 (the "Termination Date"). On October 21, 2005, the Plan filed an amendment to the June 8-K to update the disclosure contained in the June 8-K for the period through the Termination Date. In follow up to the June 8-K, this Form 8-K discloses that J.H. Cohn LLP has been engaged as the independent auditors of the Plan for the 2005 Plan year.

Item 4.01 Changes in Registrant's Certifying Accountant.

At a meeting held on February 2, 2006, the Audit and Affiliated Transactions Committee of the Board of Directors of The Pepsi Bottling Group, Inc. approved the engagement of J.H. Cohn LLP ("Cohn") to audit the Plan’s financial statements for the 2005 Plan year. This engagement is effective as of February 2, 2006.

During the two most recent fiscal years, and through February 2, 2006, the Plan did not consult with Cohn regarding the application of accounting principles to any transaction (completed or proposed), the type of audit opinion that might be rendered on the Plan's financial statements, or any matter that was either the subject of a disagreement or a reportable event (as defined respectively in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-K). The Plan provided Cohn with this Form 8-K prior to filing it with the SEC, and Cohn declined the opportunity to furnish the Plan with a letter addressed to the SEC containing any new information, clarification or disagreement with the disclosure set forth in this paragraph.

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.

Item 4.01 Changes in Registrant's Certifying Accountant.

Explanatory Note.

On June 6, 2005, the PBG 401(k) Program (the "Plan") filed a Current Report on Form 8-K (the "June 8-K") with the Securities and Exchange Commission (the "SEC") disclosing that KPMG LLP had been terminated as the independent auditors of the Plan, effective upon the filing of the Form 5500 in respect of the 2004 Plan year, which occurred on October 17, 2005 (the "Termination Date"). On October 21, 2005, the Plan filed an amendment to the June 8-K to update the disclosure contained in the June 8-K for the period through the Termination Date. In follow up to the June 8-K, this Form 8-K discloses that J.H. Cohn LLP has been engaged as the independent auditors of the Plan for the 2005 Plan year.

Item 4.01 Changes in Registrant's Certifying Accountant.

At a meeting held on February 2, 2006, the Audit and Affiliated Transactions Committee of the Board of Directors of The Pepsi Bottling Group, Inc. approved the engagement of J.H. Cohn LLP ("Cohn") to audit the Plan’s financial statements for the 2005 Plan year. This engagement is effective as of February 2, 2006.

During the two most recent fiscal years, and through February 2, 2006, the Plan did not consult with Cohn regarding the application of accounting principles to any transaction (completed or proposed), the type of audit opinion that might be rendered on the Plan's financial statements, or any matter that was either the subject of a disagreement or a reportable event (as defined respectively in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-K). The Plan provided Cohn with this Form 8-K prior to filing it with the SEC, and Cohn declined the opportunity to furnish the Plan with a letter addressed to the SEC containing any new information, clarification or disagreement with the disclosure set forth in this paragraph.

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.

Item 4.01 Changes in Registrant's Certifying Accountant.

Explanatory Note.

On June 6, 2005, the PBG 401(k) Savings Program (the "Plan") filed a Current Report on Form 8-K (the "June 8-K") with the Securities and Exchange Commission (the "SEC") disclosing that KPMG LLP ("KPMG") had been dismissed as the independent auditors of the Plan, effective upon the filing with the Department of Labor of the Form 5500 in respect of the 2004 Plan year, which occurred on October 17, 2005 (the "Termination Date"). This Current Report on Form 8-K /A (the "Form 8-K") updates the disclosure contained in the June 8-K for the period through the Termination Date.
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On June 1, 2005, KPMG was dismissed as the independent auditors of the Plan, effective as of the Termination Date. KPMG’s relationship as independent auditors for the Plan ceased on the Termination Date.

KPMG's reports on the Plan's financial statements as of and for the Plan years ended December 31, 2003 and December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the Plan's financial statements as of and for each of the Plan years ended December 31, 2003 and December 31, 2004, and during the current Plan year through the Termination Date, there were no disagreements between the Plan and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to such matter in its reports. During the two most recent Plan years ended December 31, 2003 and December 31, 2004, and during the current Plan year through the Termination Date, there have been no "Reportable Events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

KPMG was provided this Form 8-K prior to filing it with the SEC, and KPMG was asked to furnish the Plan with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of KPMG's letter, dated October 21, 2005, is filed as Exhibit 16.1 to this Form 8-K.

Item 4.01 Changes in Registrant's Certifying Accountant.

Explanatory Note.

On June 6, 2005, the PBG 401(k) Program (the "Plan") filed a Current Report on Form 8-K (the "June 8-K") with the Securities and Exchange Commission (the "SEC") disclosing that KPMG LLP ("KPMG") had been dismissed as the independent auditors of the Plan, effective upon the filing with the Department of Labor of the Form 5500 in respect of the 2004 Plan year, which occurred on October 17, 2005 (the "Termination Date"). This Current Report on Form 8-K /A (the "Form 8-K") updates the disclosure contained in the June 8-K for the period through the Termination Date.
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On June 1, 2005, KPMG was dismissed as the independent auditors of the Plan, effective as of the Termination Date. KPMG’s relationship as independent auditors for the Plan ceased on the Termination Date.

KPMG's reports on the Plan's financial statements as of and for the Plan years ended December 31, 2003 and December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the Plan's financial statements as of and for each of the Plan years ended December 31, 2003 and December 31, 2004, and during the current Plan year through the Termination Date, there were no disagreements between the Plan and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to such matter in its reports. During the two most recent Plan years ended December 31, 2003 and December 31, 2004, and during the current Plan year through the Termination Date, there have been no "Reportable Events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

KPMG was provided this Form 8-K prior to filing it with the SEC, and KPMG was asked to furnish the Plan with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of KPMG's letter, dated October 21, 2005, is filed as Exhibit 16.1 to this Form 8-K.