~~Table~~ UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~UNITED STATES~~ ~~SECURITIES~~ FORM ~~AND EXCHANGE COMMISSION~~8-K

~~Washington,~~ CURRENT ~~D.C. 20549~~REPORT

~~FORM~~ Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~Earliest ~~Securities~~Event ~~Exchange~~Reported): ~~Act~~January of14, ~~1934~~ 2009

~~Date~~ Bottling ofGroup, ~~Report~~ LLC __________________________________________ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~January 14,~~in ~~2009~~its charter)

BOTTLING GROUP, LLC


Delaware	333-80361-01	13-4042452
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

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

~~(Exact~~Registrant’s ~~name~~telephone ofnumber, ~~registrant~~including asarea ~~specified~~code: ~~in its charter~~(914) 767-6000

Delaware		333-80361-01		13-4042452
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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

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:

~~Registrant’s~~ [ ] Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~425 under the Securities Act (~~914~~17 CFR 230.425) ~~767~~ [ ] Soliciting material pursuant to Rule 14a-~~6000~~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))

~~Former~~ Top ~~name~~of orthe ~~former address, if changed since last report.)~~Form

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the~~ ~~filing~~ Item ~~obligation~~1.01 ofEntry ~~the~~into ~~registrant~~a ~~under~~Material ~~any~~Definitive ~~of the following provisions:~~Agreement.

o On ~~Written~~January ~~communications~~14, ~~pursuant~~2009, PepsiCo Holdings LLC, a subsidiary of Bottling Group, LLC ("PCH"), and Frito Lay Manufacturing LLC, a subsidiary of PepsiCo, Inc. ("FLM"), entered into an agreement relating to ~~Rule 425~~the ~~under~~sale and distribution of certain Frito-Lay snack products in the ~~Securities~~Russian ~~Act~~Federation (17the ~~CFR~~"Distribution ~~230.425~~Agreement"). The Distribution Agreement is effective as of January 1, 2009, and replaces a similar agreement between PCH and FLM, which expired on December 31, 2008. Under the Distribution Agreement, FLM has granted PCH the right to sell and distribute snack food products under the "Lays", "Lays Max", "Cheetos" and "Hrusteam" trademarks in the Russian Federation. The Distribution Agreement, which is governed by Russian law, has a term of five years. Notwithstanding this term, the Distribution Agreement shall automatically terminate six months after the termination of PR Beverages Limited, the Russian joint venture between The Pepsi Bottling Group and PepsiCo, or the termination of any master bottling appointment that PepsiCo has issued to PR Beverages Limited. Pursuant to the Distribution Agreement, each year by October 31st, the parties shall discuss and agree to a business forecast and a price list for products to be sold by FLM to PCH in the following year. Under the Distribution Agreement, FLM shall determine and bear all costs related to marketing and trade support, and PCH must ensure that it maintains a sufficient sales force to permit PCH to achieve the sales volume plan determined by FLM consistent with the agreed-to annual forecast. PCH is also required to maintain adequate warehouse capacity throughout the Russian Federation to support the anticipated volume of products to be sold.The above description of the Distribution Agreement is qualified in its entirety by reference to the Distribution Agreement which will be attached as an exhibit to Bottling Group, LLC's Annual Report on Form 10-K for the fiscal year ended December 27, 2008, which will be filed in February 2009.

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

~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~ SIGNATURES

o Pursuant ~~Pre-commencement communications pursuant~~ to ~~Rule 13e-4(c)~~the ~~under~~requirements of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~13e-4(c))~~

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	Bottling Group, LLC

January 22, 2009	By:	/s/ David Yawman

		Name: David Yawman
		Title: Managing Director-Delegatee

Item 1.01. Entry into a Material Definitive Agreement. Item 9.01. Financial Statements and Exhibits Signatures EX-1.1: TERMS AGREEMENT EX-4.1: FORM OF BOTTLING GROUP NOTE

Item 1.01. Entry into a Material Definitive Agreement.

On January 14, 2009, Bottling Group, LLC (the “Company”), entered into a Terms Agreement with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citigroup Global Markets Inc., individually and as Representatives of the several Underwriters (the “Underwriters”) listed in the Terms Agreement, for the public offering of $750,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes due 2019 (the “Notes”) on and subject to the terms and conditions set forth in the Underwriting Agreement (the “Underwriting Agreement”) dated January 14, 2009 incorporated into the Terms Agreement. On January 20, 2009 the transaction closed, the pricing of which was previously announced. The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of March 30, 2006, among the Company and The Bank of New York Mellon, as successor trustee under the Indenture (the “Trustee”).

The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), by the Registration Statement on Form S-3 (Registration No. 333-132716) filed with the Securities and Exchange Commission (the “Commission”) on March 24, 2006 (the “Registration Statement”), as amended by Post-Effective Amendment No. 1 filed with the Commission on March 27, 2006. On January 16, 2009, the Company filed with the Commission its Prospectus, dated March 24, 2006, and Prospectus Supplement, dated January 14, 2009, pertaining to the offering and sale of the Notes.

The net proceeds received by the Company in connection with the sale of the Notes, after deducting the underwriting discount and adding the reimbursement by the Underwriters to the Company of $750,000 of offering expenses, but before deducting other offering expenses payable by the Company, were $741,367,500. The Company intends to use a portion of the net proceeds from the offering, together with a portion of the proceeds from its offering of its senior notes due 2014, to repay its senior notes due 2009 at their maturity on February 17, 2009. Pending such application, the Company intends to invest such net proceeds in short-term instruments with a minimum rating of A1 or P1 and an original maturity of one month or less. The excess proceeds of this offering will be used for general corporate purposes.

The Notes will bear interest from January 20, 2009 at a rate equal to 5.125% per year, payable semi-annually in arrears on each July 15 and January 15, beginning on July 15, 2009, to holders of record on the 15th day (whether or not a business day) that precedes such interest payment date. The Notes will mature on January 15, 2019. The Notes are the Company’s general unsecured obligations and will rank on an equal basis with all of the Company’s other existing and future senior unsecured indebtedness and senior to all of the Company’s future subordinated indebtedness.

The Indenture contains covenants limiting the Company’s ability (and the ability of certain Company subsidiaries) to (i) create or assume certain liens, (ii) enter into certain sale and leaseback transactions, (iii) engage in mergers or consolidations, and (iv) transfer or lease all or substantially all of its assets.

The Company may redeem the Notes at its option at any time at the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed from the redemption date to the maturity date discounted to the redemption date on a semi-annual basis at the corresponding U.S. Treasury rate plus 45 basis points. The Indenture also contains customary event of default provisions.

Certain of the Underwriters or their affiliates have performed commercial and investment banking and advisory services for the Company and its affiliates from time to time for which they have received customary compensation. The Underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business. In addition, the Trustee has performed banking services for the Company in the ordinary course of business.

The above description of the Terms Agreement and the Notes is qualified in its entirety by reference to the Terms Agreement and the form of Note, both of which are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 1.1 and Exhibit 4.1, respectively.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.

Exhibit No.		Description
1.1		Terms Agreement dated January 14, 2009 among the Bottling Group, LLC and Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citgroup Global Markets Inc., as representatives of the several underwriters named therein.
4.1		Form of Bottling Group Note.

Exhibit Index

Exhibit No.		Description
1.1		Terms Agreement dated January 14, 2009 among the Bottling Group, LLC and Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citgroup Global Markets Inc., as representatives of the several underwriters named therein.
4.1		Form of Bottling Group Note.

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 thereunto duly authorized.

	BOTTLING GROUP, LLC
Date: January 20, 2009	By:	/s/ David Yawman
		Name:	David Yawman
		Title:	Managing Director-Delegatee

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