EXHIBIT 99.3

    INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT
                             FROM BENEFICIAL OWNER

                                WITH RESPECT TO
                          4 5/8% SENIOR NOTES DUE 2012
                               (THE "OLD NOTES")
                                       OF

                              BOTTLING GROUP, LLC

TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER FACILITY:

     The undersigned hereby acknowledges receipt of the Prospectus dated
          , 2003 (as the same may be amended or supplemented from time to time,
the "Prospectus") of Bottling Group, LLC, a Delaware limited liability company
(the "Company"), and PepsiCo, Inc., a North Carolina corporation ("PepsiCo"),
and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Company's and PepsiCo's offer (the "Exchange Offer") to
exchange the Company's 4 5/8% Series B Senior Notes due 2012 (the "New Notes")
for its outstanding Old Notes pursuant to an offering registered under the
Securities Act of 1933, as amended (the "Securities Act"). Capitalized terms
used but not defined herein have the meanings ascribed to them in the Prospectus
or the Letter of Transmittal.

     This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.

     With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

[ ] TO TENDER the Old Notes held by you for the account of the undersigned
(insert principal amount of Old Notes to be tendered, if any):

     $                    of the 4 5/8% Senior Notes due 2012.

[ ] NOT TO TENDER any Old Notes held by you for the account of the undersigned.

     If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
New Notes to be received by the undersigned in exchange for the Old Notes are
being acquired in the ordinary course of business, (ii) the undersigned has no
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act) of such New Notes, (iii) the
undersigned is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company or PepsiCo or, if it is an affiliate, the undersigned will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if the undersigned is not a
broker-dealer, it represents that it is not engaged in, and does not intend to
engage in, a distribution of New Notes, and (v) if the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.


                                   SIGN HERE

Name of beneficial owner(s): ----------
Signature(s): --------------------------
Name(s) (please print): -----------------
Address: -------------------------------

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Telephone Number: (   ) ----------------

Taxpayer Identification or Social Security Number:
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Date: -------------------------------------