================================================================================


                                  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): February 17, 2005
                                                         -----------------


                                CBRL GROUP, INC.


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

                  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 February 17, 2005,  CBRL Group,  Inc. (the  "Company")  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 second quarter  results,  current sales trends and earnings  guidance
for the third fiscal quarter of 2005, other  information and the conference call
to be held to discuss this  information,  as well as the matters discussed under
Item 4.02 below, which include adjustments to prior period financial results.


Item 4.02  Non-Reliance on Previously  Issued Financial  Statements or a Related
Audit Report or Completed Interim Review.

     Following a review of its  accounting  policy,  the Company has changed its
accounting for certain operating leases consistent with changes recently applied
by numerous  other public  companies.  As part of this  change,  the Company has
restated historical results, also consistent with policies applied by others.

     The Company has  discussed the facts  underlying  the  restatement  and has
provided an analysis of the restatement in the press release attached as Exhibit
99 (the "Press Release") in the section entitled "Restatement Related to Changes
for Lease  Accounting" (the  "Restatement  Section"),  and by this reference the
Restatement  Section is  incorporated  herein as if copied verbatim and shall be
the only portion of the Press Release deemed filed.  The  restatement has no net
impact on cash flows,  and the income  statement  and balance  sheet effects are
summarized in a table in the Press Release.

     On  February  15,  2005,  the Audit  Committee  of the  Company's  Board of
Directors  concluded that certain of the Company's  previously  filed  financial
statements  should be restated  for fiscal  years 2000  through 2004 and for the
first  quarter of fiscal year 2005.  On that same day, the Company  communicated
its conclusions to Deloitte & Touche LLP, the Company's  independent  registered
public  accounting firm, who concurred with the Company's  conclusion to restate
and  advised  the  Company  that  their  associated  reports  on such  financial
statements  should no longer be relied  upon.  The Company  will file an amended
Form  10-K/A for fiscal 2004 (which  will also  include the  restated  financial
information  for fiscal years 2000 through  2003) and an amended Form 10-Q/A for
its first fiscal quarter of 2005 as soon as practical. Additionally, the Company
will  restate  its second and third  quarter of fiscal 2004  prospectively.  The
current filings should not be relied upon.



<PAGE>


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.


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 February 17, 2005.


<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:  February 17, 2005                  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": "05622615"}, "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): February 17, 2005
                                                         -----------------

                                CBRL GROUP, INC.

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

                  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 February 17, 2005,  CBRL Group,  Inc. (the  "Company")  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 second quarter  results,  current sales trends and earnings  guidance
for the third fiscal quarter of 2005, other  information and the conference call
to be held to discuss this  information,  as well as the matters discussed under
Item 4.02 below, which include adjustments to prior period financial results.

Item 4.02  Non-Reliance on Previously  Issued Financial  Statements or a Related
Audit Report or Completed Interim Review.

     Following a review of its  accounting  policy,  the Company has changed its
accounting for certain operating leases consistent with changes recently applied
by numerous  other public  companies.  As part of this  change,  the Company has
restated historical results, also consistent with policies applied by others.

     The Company has  discussed the facts  underlying  the  restatement  and has
provided an analysis of the restatement in the press release attached as Exhibit
99 (the "Press Release") in the section entitled "Restatement Related to Changes
for Lease  Accounting" (the  "Restatement  Section"),  and by this reference the
Restatement  Section is  incorporated  herein as if copied verbatim and shall be
the only portion of the Press Release deemed filed.  The  restatement has no net
impact on cash flows,  and the income  statement  and balance  sheet effects are
summarized in a table in the Press Release.

     On  February  15,  2005,  the Audit  Committee  of the  Company's  Board of
Directors  concluded that certain of the Company's  previously  filed  financial
statements  should be restated  for fiscal  years 2000  through 2004 and for the
first  quarter of fiscal year 2005.  On that same day, the Company  communicated
its conclusions to Deloitte & Touche LLP, the Company's  independent  registered
public  accounting firm, who concurred with the Company's  conclusion to restate
and  advised  the  Company  that  their  associated  reports  on such  financial
statements  should no longer be relied  upon.  The Company  will file an amended
Form  10-K/A for fiscal 2004 (which  will also  include the  restated  financial
information  for fiscal years 2000 through  2003) and an amended Form 10-Q/A for
its first fiscal quarter of 2005 as soon as practical. Additionally, the Company
will  restate  its second and third  quarter of fiscal 2004  prospectively.  The
current filings should not be relied upon.
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.

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 February 17, 2005.
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:  February 17, 2005                  CBRL GROUP, INC.

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