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

                                  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 8, 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 2.02.  Results of Operations and Financial Condition.

     On September 9, 2004,  CBRL Group,  Inc.  issued the press  release that is
furnished  as Exhibit  99.1 to this  Current  Report on Form 8-K,  which by this
reference is incorporated  herein as if copied verbatim,  with respect to fourth
quarter and year-end  results,  current sales trends,  earnings guidance for the
first fiscal quarter and fiscal 2005, other  information and the conference call
to be held to discuss this information.


Item 7.01.  Regulation FD Disclosure.

     The  information  set forth in Item 2.02 above is incorporated by reference
as if fully set forth herein.

     On September 8, 2004,  Cracker  Barrel Old Country  Store,  Inc.  ("Cracker
Barrel"), a wholly owned subsidiary of CBRL Group, Inc. (the "Company"), reached
agreement in principle to settle  certain  litigation  pending  against  Cracker
Barrel.  Final settlement  documentation  has been negotiated and upon receiving
appropriate  signatures,  which is expected to occur  within the next few weeks,
dismissals with prejudice will be entered in the litigation in question.

     The  litigation  being  resolved  by the  announced  settlements  has  been
previously  described in the Company's  reports filed with the  Commission.  See
Part II, Item 1 of the Company's  Quarterly  Report on Form 10-Q for the quarter
ended April 30, 2004 filed with the  Commission on June 2, 2004.  The litigation
being resolved consists of:

    (1)       Serena McDermott and Jennifer Gentry v. Cracker Barrel Old Country
              Store,  Inc.,  4:99-CV-0001-HLM  (United States District Court for
              the Northern  District of Georgia  ("NDG")),  a collective  action
              under the federal Fair Labor Standards Act involving approximately
              10,000 opt-in plaintiffs ("McDermott");
    (2)       Kelvis  Rhodes,  Maria Stokes et al. v. Cracker Barrel Old Country
              Store, Inc.,  4:99-CV-217-HLM  (NDG), an action under Title VII of
              the Civil  Rights Act of 1964 and Section 1981 of the Civil Rights
              Act of 1866 involving 13 individual plaintiffs;
    (3)       Flounice  Stanley,  Calvin  Slack et al.  v.  Cracker  Barrel  Old
              Country Store,  Inc.,  4:01-CV-326-HLM  (NDG), a collective action
              under the FLSA involving 3 remaining individual plaintiffs;
    (4)       National  Association for the Advancement of Colored People, Betty
              Thomas  et  al.  v.  Cracker  Barrel  Old  Country  Store,   Inc.,
              4:01-CV-325-HLM  (NDG),  an  action  under  Title II of the  Civil
              Rights  Act of 1964 and  Section  1981 of the Civil  Rights Act of
              1866 involving 40 individual plaintiffs  ("Thomas"),  and of these
              40 individual plaintiffs, 2 have elected not to participate in the
              settlement; and
    (5)       actions similar to Thomas brought by 62 individual  plaintiffs in
              Arkansas,  North Carolina and Mississippi.

<PAGE>

     Cracker Barrel has agreed to make payments totaling $8.7 million, including
all attorneys' fees, in complete  settlement of the above described  litigation.
Of that amount,  $3.5 million pre-tax was previously accrued in fiscal 2001 when
Cracker Barrel made offers of judgment in the McDermott case.

     As previously  reported,  Cracker  Barrel entered into a consent order with
the U.S. Department of Justice resolving allegations similar to Thomas.  Cracker
Barrel is currently  implementing  that consent  order.  Cracker  Barrel did not
admit any wrongdoing  and expressly  denied  wrongdoing.  Cracker Barrel reached
agreement in order to avoid  expensive and  protracted  litigation.  The Company
views the  settlements as prudent  actions that are in the best interests of the
Company, its employees, its shareholders, and its guests.

     These  settlements  will  result  in an after tax  charge to net  income of
approximately  $3.3 million,  or  approximately  $0.07 per diluted share, in the
fourth  quarter of the fiscal year ended July 30,  2004.  The total  incremental
cost of these  settlements,  however,  is believed to be less than the potential
expense of continuing to litigate and bringing these cases to  conclusion.  This
charge was not  included  in the  Company's  previously  announced  guidance  of
expected diluted net income per share of $0.65-$0.68 for the fourth quarter. See
Exhibit 99 to the Company's Current Report on Form 8-K filed with the Commission
on June 17, 2004,  which by this reference is  incorporated  herein as if copied
verbatim. Likewise, this charge does not account for the possible effects of any
insurance recoveries that might be received.  The Company considers it premature
to estimate what those amounts might be, if any.

     See the press release issued by Cracker Barrel  furnished hereto as Exhibit
99.2 and incorporated by reference as if fully set forth herein.


Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

     99.1 Press Release issued by CBRL Group, Inc. dated September 9, 2004.

     99.2 Press Release issued by Cracker  Barrel Old Country Store,  Inc. dated
          September 9, 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 9, 2004                CBRL GROUP, INC.


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

                                  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 8, 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 2.02.  Results of Operations and Financial Condition.

     On September 9, 2004,  CBRL Group,  Inc.  issued the press  release that is
furnished  as Exhibit  99.1 to this  Current  Report on Form 8-K,  which by this
reference is incorporated  herein as if copied verbatim,  with respect to fourth
quarter and year-end  results,  current sales trends,  earnings guidance for the
first fiscal quarter and fiscal 2005, other  information and the conference call
to be held to discuss this information.

Item 7.01.  Regulation FD Disclosure.

     The  information  set forth in Item 2.02 above is incorporated by reference
as if fully set forth herein.

     On September 8, 2004,  Cracker  Barrel Old Country  Store,  Inc.  ("Cracker
Barrel"), a wholly owned subsidiary of CBRL Group, Inc. (the "Company"), reached
agreement in principle to settle  certain  litigation  pending  against  Cracker
Barrel.  Final settlement  documentation  has been negotiated and upon receiving
appropriate  signatures,  which is expected to occur  within the next few weeks,
dismissals with prejudice will be entered in the litigation in question.

     The  litigation  being  resolved  by the  announced  settlements  has  been
previously  described in the Company's  reports filed with the  Commission.  See
Part II, Item 1 of the Company's  Quarterly  Report on Form 10-Q for the quarter
ended April 30, 2004 filed with the  Commission on June 2, 2004.  The litigation
being resolved consists of:

    (1)       Serena McDermott and Jennifer Gentry v. Cracker Barrel Old Country
              Store,  Inc.,  4:99-CV-0001-HLM  (United States District Court for
              the Northern  District of Georgia  ("NDG")),  a collective  action
              under the federal Fair Labor Standards Act involving approximately
              10,000 opt-in plaintiffs ("McDermott");
    (2)       Kelvis  Rhodes,  Maria Stokes et al. v. Cracker Barrel Old Country
              Store, Inc.,  4:99-CV-217-HLM  (NDG), an action under Title VII of
              the Civil  Rights Act of 1964 and Section 1981 of the Civil Rights
              Act of 1866 involving 13 individual plaintiffs;
    (3)       Flounice  Stanley,  Calvin  Slack et al.  v.  Cracker  Barrel  Old
              Country Store,  Inc.,  4:01-CV-326-HLM  (NDG), a collective action
              under the FLSA involving 3 remaining individual plaintiffs;
    (4)       National  Association for the Advancement of Colored People, Betty
              Thomas  et  al.  v.  Cracker  Barrel  Old  Country  Store,   Inc.,
              4:01-CV-325-HLM  (NDG),  an  action  under  Title II of the  Civil
              Rights  Act of 1964 and  Section  1981 of the Civil  Rights Act of
              1866 involving 40 individual plaintiffs  ("Thomas"),  and of these
              40 individual plaintiffs, 2 have elected not to participate in the
              settlement; and
    (5)       actions similar to Thomas brought by 62 individual  plaintiffs in
              Arkansas,  North Carolina and Mississippi.
Cracker Barrel has agreed to make payments totaling $8.7 million, including
all attorneys' fees, in complete  settlement of the above described  litigation.
Of that amount,  $3.5 million pre-tax was previously accrued in fiscal 2001 when
Cracker Barrel made offers of judgment in the McDermott case.

     As previously  reported,  Cracker  Barrel entered into a consent order with
the U.S. Department of Justice resolving allegations similar to Thomas.  Cracker
Barrel is currently  implementing  that consent  order.  Cracker  Barrel did not
admit any wrongdoing  and expressly  denied  wrongdoing.  Cracker Barrel reached
agreement in order to avoid  expensive and  protracted  litigation.  The Company
views the  settlements as prudent  actions that are in the best interests of the
Company, its employees, its shareholders, and its guests.

     These  settlements  will  result  in an after tax  charge to net  income of
approximately  $3.3 million,  or  approximately  $0.07 per diluted share, in the
fourth  quarter of the fiscal year ended July 30,  2004.  The total  incremental
cost of these  settlements,  however,  is believed to be less than the potential
expense of continuing to litigate and bringing these cases to  conclusion.  This
charge was not  included  in the  Company's  previously  announced  guidance  of
expected diluted net income per share of $0.65-$0.68 for the fourth quarter. See
Exhibit 99 to the Company's Current Report on Form 8-K filed with the Commission
on June 17, 2004,  which by this reference is  incorporated  herein as if copied
verbatim. Likewise, this charge does not account for the possible effects of any
insurance recoveries that might be received.  The Company considers it premature
to estimate what those amounts might be, if any.

     See the press release issued by Cracker Barrel  furnished hereto as Exhibit
99.2 and incorporated by reference as if fully set forth herein.

Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

     99.1 Press Release issued by CBRL Group, Inc. dated September 9, 2004.

     99.2 Press Release issued by Cracker  Barrel Old Country Store,  Inc. dated
          September 9, 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 9, 2004                CBRL GROUP, INC.

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