EXHIBIT 99.5

                               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 REGISTERED HOLDERS AND THE DEPOSITORY
                          TRUST COMPANY PARTICIPANTS:

     Enclosed are the materials listed below relating to the offer by Bottling
Group, LLC, a Delaware limited liability company (the "Company") and PepsiCo,
Inc., a North Carolina corporation ("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 Company's and PepsiCo's Prospectus, dated           , 2003, and the
related Letter of Transmittal (which together constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

          1.  Prospectus dated           , 2003;

          2.  Letter of Transmittal;

          3.  Notice of Guaranteed Delivery;

          4.  Instruction to Registered Holder and/or Book-Entry Transfer
     Participant from Beneficial Owner; and

          5.  Letter which may be sent to your clients for whose account you
     hold Old Notes in your name or in the name of your nominee, to accompany
     the instruction form referred to above, for obtaining such client's
     instruction with regard to the Exchange Offer.

     WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. 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.

     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.

     The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Beneficial Owner contains an authorization by the beneficial
owners of the Old Securities for you to make the foregoing representations.

     The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 7 of the enclosed
Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the
undersigned.

                                         Very truly yours,

                                         JPMORGAN CHASE BANK

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF BOTTLING GROUP, LLC, PEPSICO, INC. OR JPMORGAN CHASE BANK OR
AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.

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