UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                     ---------------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


      Date of Report (date of earliest event reported): September 24, 2004
                                                        ------------------


                                CBRL GROUP, INC.


   Tennessee                        0-25225                         62-1749513
(State or Other             (Commission File Number)            (I.R.S. Employer
Jurisdiction of                                              Identification No.)
Incorporation)

                  305 Hartmann Drive, Lebanon, Tennessee 37087

                                 (615) 444-5533


Check the appropriate  box if the Form 8-K filing is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions :

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-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.13e-4(c))


<PAGE>


Item 7.01.  Regulation FD Disclosure.

     On September 24, 2004,  CBRL Group,  Inc.  issued the press release that is
furnished  as  Exhibit  99 to this  Current  Report on Form  8-K,  which by this
reference  is  incorporated  herein as if copied  verbatim,  with respect to its
declaration of a cash dividend of twelve cents per share, payable on November 1,
2004 to shareholders of record as of October 8, 2004.


Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

       99   Press Release issued by CBRL Group, Inc. dated September 24, 2004.



<PAGE>


                                    SIGNATURE

         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.

Dated:  September 24, 2004                 CBRL GROUP, INC.


                                           By: /s/ James F. Blackstock
                                              ----------------------------------
                                           Name: James F. Blackstock
                                           Title: Senior Vice President, General
                                                  Counsel and Secretary
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{"company-data": {"conformed-name": "CBRL GROUP INC", "cik": "0001067294", "assigned-sic": "5812", "irs-number": "621749513", "state-of-incorporation": "TN", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25225", "film-number": "041044894"}, "business-address": {"street1": "PO BOX 787", "city": "LEBANON", "state": "TN", "zip": "370880787", "phone": "6154439217"}, "mail-address": {"street1": "PO BOX 787", "city": "LEBANON", "state": "TN", "zip": "37087"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                     ---------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of Report (date of earliest event reported): September 24, 2004
                                                        ------------------

                                CBRL GROUP, INC.

   Tennessee                        0-25225                         62-1749513
(State or Other             (Commission File Number)            (I.R.S. Employer
Jurisdiction of                                              Identification No.)
Incorporation)

                  305 Hartmann Drive, Lebanon, Tennessee 37087

                                 (615) 444-5533

Check the appropriate  box if the Form 8-K filing is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions :

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-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.13e-4(c))
Item 7.01.  Regulation FD Disclosure.

     On September 24, 2004,  CBRL Group,  Inc.  issued the press release that is
furnished  as  Exhibit  99 to this  Current  Report on Form  8-K,  which by this
reference  is  incorporated  herein as if copied  verbatim,  with respect to its
declaration of a cash dividend of twelve cents per share, payable on November 1,
2004 to shareholders of record as of October 8, 2004.

Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

       99   Press Release issued by CBRL Group, Inc. dated September 24, 2004.
SIGNATURE

         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.

Dated:  September 24, 2004                 CBRL GROUP, INC.

                                           By: /s/ James F. Blackstock
                                              ----------------------------------
                                           Name: James F. Blackstock
                                           Title: Senior Vice President, General
                                                  Counsel and Secretary