EXHIBIT 99.4

                               OFFER TO EXCHANGE

                     4 5/8% SERIES B SENIOR NOTES DUE 2012
                 (REGISTERED UNDER THE SECURITIES ACT OF 1933)

                          FOR ANY AND ALL OUTSTANDING

                          4 5/8% SENIOR NOTES DUE 2012

                                       OF

                              BOTTLING GROUP, LLC

To Our Clients:

     Enclosed is a Prospectus, dated           , 2003, of Bottling Group, LLC, a
Delaware limited liability company (the "Company"), and PepsiCo, Inc., a North
Carolina corporation ("PepsiCo"), and a related Letter of Transmittal (which
together constitute the "Exchange Offer") relating to the offer by the Company
and PepsiCo to exchange the Company's 4 5/8% Series B Senior Notes due 2012 (the
"New Notes"), pursuant to an offering registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of its
issued and outstanding 4 5/8% Senior Notes due 2012 (the "Old Notes") upon the
terms and subject to the conditions set forth in the Exchange Offer.

     PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON           , 2003 UNLESS EXTENDED.

     The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.

     We are the holder of record and/or participant in the book-entry transfer
facility of Old Notes held by us for your account. A tender of such Old Notes
can be made only by us as the record holder and/or participant in the book-entry
transfer facility and pursuant to your instructions. The Letter of Transmittal
is furnished to you for your information only and cannot be used by you to
tender Old Notes held by us for your account.

     We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer. We also request that you confirm that we may on your behalf
make the representations contained in the Letter of Transmittal.

     Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company and to PepsiCo that (i) the New Notes to be received by
the holder in exchange for the Old Notes are being acquired in the ordinary
course of business, (ii) such holder of Old Notes 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) such holder is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company or
PepsiCo or, if it is an affiliate, such holder of Old Notes will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) such holder who is not a broker-dealer, represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes, and (v) such holder who 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, 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.

                                         Very truly yours,