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): July 28, 2005
                                                          -----------------

                                CBRL GROUP, INC.


 Tennessee                          0-25225                           62-1749513
(State or Other               (Commission File Number)        (I.R.S. Employer
Jurisdiction                                                 Identification No.)
of 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 1.01  Entry into a Material Definitive Agreement

         On July 28, 2005, the following compensatory plans or arrangements were
approved for certain officers and/or directors of the Company. Each of the plans
or arrangements, with the exception of the establishment of officer salaries for
the  Company's  2006  fiscal  year  ("2006")  and   establishment   of  director
compensation,  was  established  pursuant  to and  comprises  a part of the 2002
Omnibus Incentive Compensation Plan (the "Omnibus Plan").


FY 2006 Annual Bonus Plan  (the "Bonus Plan")
-------------------------

         The Bonus Plan was  adopted in order to reward  officers of the Company
and its subsidiaries for the Company's financial  performance during 2006 and to
further  align their  interests  with those of the Company's  shareholders.  The
level of bonus is based upon  achievement of goals relative to consolidated  net
income,  operating  income  margin  and  revenue  growth,  or  in  the  case  of
participants who are employees of the Company's subsidiaries,  operating income,
store  operating  income  margin and  revenue  growth of the  subsidiaries.  The
Company  intends for  payments  under the Bonus Plan to qualify as  "performance
based"  compensation  under Section  162(m) of the Internal  Revenue Code to the
maximum amount allowed under the Omnibus Plan.

         The bonus to be paid  under  the  Bonus  Plan to each of the top 5 most
highly  compensated  officers of the Company  and its  subsidiaries  (the "Named
Executive Officers") for the Company's 2005 fiscal year ("2005"),  among others,
if the Company reaches the target or maximum  performance  goals  established by
the Compensation  and Stock Option  Committee (the  "Committee") is equal to the
applicable  percentage,  as set  forth in the  chart  below,  of such  officer's
salary.  If performance is below the threshold  levels (i.e.,  equal to 2005 net
income  or in the case of  officers  of  subsidiaries,  operating  income of the
applicable subsidiary), no bonus will be paid. At threshold levels, each officer
would achieve 36% of his target bonus  percentage.  If the performance  level is
between the threshold and target  performance levels (as shown below) or between
the target and maximum  levels (as shown  below),  then each such officer  shall
receive a payment on a graduated scale.





<PAGE>



Name                                                Target            Maximum
------------                                      ----------        -----------
Michael A. Woodhouse,                                200%              450%
Chairman of the Board and
Chief Executive Officer

Lawrence E. White,                                   110%             247.5%
Senior Vice President, Finance
and Chief Financial Officer

Cyril J. Taylor,                                     120%             367.5%
President and Chief Operating Officer,
Cracker Barrel Old Country Store, Inc.

David L. Gilbert,                                    100%             306.25%
Chief Administrative Officer,
Cracker Barrel Old Country Store, Inc.

Tom Vogel,                                           100%             306.25%
President and Chief Operating Officer,
Logan's Roadhouse, Inc.


FY 2006 LTI Plan (the "LTI Plan")
----------------

          The LTI Plan was adopted in order to encourage, by incentives, certain
key executives to contribute to the long-term  financial  performance of, and to
remain with, the Company.  The LTI Plan is comprised of two equal elements:  the
2006 Mid-Term Incentive Retention Plan (the "MTIRP") and the Annual Stock Option
Grant (the "Option  Grant").  The value of Option Grants under the LTI Plan will
be equal to a participant's  target percentage (as set forth below for the Named
Executive  Officers) times the participant's  2006 beginning base salary times a
performance   factor  based  on  degree  of  achievement  of  the  Company's  or
subsidiaries',  as  applicable,  2005  performance  relative to the Company's or
subsidiaries',  as  applicable,  2005 annual plans,  which  performance  will be
determined  after the close of 2005.  This value will be divided by a  generally
accepted  option  valuation  methodology  to  determine  the  number of  options
awarded. No Option Grants have yet been made under the LTI Plan.

         MTIRP  participants  receive awards  consisting of restricted  stock or
restricted  stock and cash if the Company or its  subsidiaries,  as  applicable,
achieve certain pre-established goals consisting of revenue growth and return on
average adjusted  invested  capital,  as defined in the MTIRP,  during 2006 (the
"MTIRP Award").  MTIRP Awards, while earned based on 2006 actual results,  cliff
vest at the end of the Company's 2008 fiscal year.

         The award to be paid  under  the  MTIRP to each of the Named  Executive
Officers  if the  Company  or the  subsidiaries  reach  the  target  or  maximum

<PAGE>


performance  goals  established  by the  Committee  is equal  to the  applicable
percentage,  as set forth in the chart below,  of such officer's  beginning base
salary.  A minimum award equal to 50% of the target times a  participant's  2006
beginning base salary is earned under the MTIRP. If the performance  level falls
between  the minimum  level and target  levels or between the target and maximum
levels,  then each such  officer  shall  receive a payment on a graduated  scale
commensurate with specified performance levels.

        Name                                Target            Maximum
        ----                                ------            -------
        Mr. Woodhouse                        175%              350%
        Mr. White                             60%              120%
        Mr. Taylor                          87.5%              175%
        Mr. Gilbert                           60%              120%
        Mr. Vogel                             60%              120%



CBRL Group, Inc. Targeted Retention Plan  (the "Retention Plan")
----------------------------------------

         The  Retention  Plan was  adopted  in order to  provide  incentives  to
certain  officers and other key employees of the Company and its subsidiaries to
remain in their positions and achieve results that are aligned with  shareholder
interests.  The  participants  in the  Retention  Plan will be designated by the
Committee from time to time during 2006. The Retention Plan provides for a grant
of that number of shares of the  Company's  common  stock  ("Retention  Shares")
determined  by dividing  (i) a value  assigned by the  Committee at the time the
award is made (the  "Award  Value")  that may not exceed the  greater of (a) the
product of 2 times the  participant's  2006  beginning  base salary,  or (b) the
participant's  salary plus the actual bonus paid (or accrued) in 2006 (the "2006
Compensation")  by (ii) the fair market value of the  Company's  common stock on
the last trading day of 2006 (for participants whose Award Value is based on his
or her 2006 Compensation) or the date of the award (for all other participants).
Retention  Shares vest and will be  distributed  according to vesting  schedules
determined with each award. No awards have been made under the Retention Plan to
date.



Stock Ownership Achievement Incentive Plan (the "Ownership Plan")
------------------------------------------

         The  Ownership  Plan  was  adopted  in  order to  encourage  the  early
attainment of the stock ownership  guidelines (the "Ownership  Guidelines")  for
certain officers of the Company and its subsidiaries  ("Covered Officers") (such
Ownership Guidelines are posted on the Company's website at  www.cbrlgroup.com).
The Ownership Guidelines set forth certain share ownership requirements that the
Covered  Officers  are  expected to attain over a  five-year  period.  Under the
Ownership  Plan, a Covered Officer will be awarded common stock in the amount of
the greater of 100 shares or two percent (2%) of the number of shares  specified
in the Ownership  Guidelines for such Covered  Officer,  if the Covered  Officer
achieves certain specified progress each year during the five-year period toward
the Ownership Guidelines.  In future years, failure to achieve specified ongoing
progress  toward share  ownership  requirements  would result in reduced  Option
Grants under the LTI Plan.

<PAGE>

         On July 28, 2005, it was  determined  that each of the following  Named
Executive Officers had achieved the specified progress and,  accordingly,  shall
be awarded  the  following  respective  number of shares on August 1, 2005,  the
first business day of the Company's 2006 fiscal year:

                     Mr. Woodhouse             1,400
                     Mr. White                   300
                     Mr. Taylor                  100
                     Mr. Gilbert                 200
                     Mr. Vogel                   200



FY06 Salaries for Named Executive Officers
------------------------------------------

         The Compensation Committee approved the following salaries for 2006 for
the Named Executive  Officers (other than Mr.  Woodhouse,  whose 2006 salary was
previously approved and disclosed in a Form 8-K filing on July 1, 2005):

                     Mr. White                $425,000
                     Mr. Taylor               $475,000
                     Mr. Gilbert              $364,000
                     Mr. Vogel                $375,000



Director Compensation
---------------------
         The following schedule of compensation for the directors of the Company
who are  not  otherwise  officers  or  employees  of the  Company  or any of its
subsidiaries  or affiliates  (the  "Non-Employee  Directors")  are effective for
2006:

     o Annual retainer fee*                                         $45,000
       Annual retainer fee for Lead Independent Director*           $75,000

     o Additional annual retainer fee paid to chairperson of each committee*
          Audit Committee                                           $18,000
          Compensation and Stock Option Committee                   $13,000
          All other Committees                                      $ 8,000

     o Committee meeting fees for each meeting attended
          Audit Committee                                           $ 2,000
          Compensation and Stock Option Committee                   $ 2,000
          All other Committees                                      $ 1,500

     o Annual  grant of 2,000  shares of  restricted  stock,  with 3-year  cliff
       vesting, upon election/re-election to the Board

     o Annual option to acquire up to 1,000 shares of common  stock,  vesting at
       the rate of 33 1/3% per year for 3 years, upon election/re-election to
       the Board

         Non-Employee  Directors  also  shall be  reimbursed  for  out-of-pocket
expenses incurred in connection with attendance at meetings.

         Non-Employee  Directors  are offered the option to  participate  in the
Company's Deferred  Compensation  Plan. The Deferred  Compensation Plan allows a
participant  to defer a percentage  or sum of his or her  compensation  and earn
interest on that deferred  compensation at a rate equal to the 10-year  Treasury
bill rate (as in effect at the beginning of each calendar quarter) plus 1.5%.



* Payable in  quarterly  installments;  no meeting fees other than for committee
meetings


<PAGE>


Item 5.02  Departure  of  Directors  or  Principal  Officers;  Election  of
Directors; Appointment of Principal Officers

         On July 29, 2005, the Company issued the press release that is filed as
Exhibit  99 to this  Current  Report on Form  8-K,  which by this  reference  is
incorporated herein as if copied verbatim, announcing the election of Richard J.
Dobkin to its Board of Directors  effective  immediately.  Mr.  Dobkin,  who was
elected  to the  Board  on July 28,  2005,  has not yet  been  appointed  to any
committees of the Board.

         There are no arrangements or understandings  between Mr. Dobkin and any
other  persons  pursuant to which he was  selected as a director of the Company.
Mr. Dobkin has not been a party to any transactions that would be required to be
reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.



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 July 29, 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:  August 1, 2005                      CBRL GROUP, INC.


                                            By: /s/ N.B. Forrest Shoaf
                                               ---------------------------------
                                            Name: N.B. Forrest Shoaf
                                            Title: Senior Vice President,
                                                   Secretary and General Counsel
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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): July 28, 2005
                                                          -----------------

                                CBRL GROUP, INC.

 Tennessee                          0-25225                           62-1749513
(State or Other               (Commission File Number)        (I.R.S. Employer
Jurisdiction                                                 Identification No.)
of 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 1.01  Entry into a Material Definitive Agreement

         On July 28, 2005, the following compensatory plans or arrangements were
approved for certain officers and/or directors of the Company. Each of the plans
or arrangements, with the exception of the establishment of officer salaries for
the  Company's  2006  fiscal  year  ("2006")  and   establishment   of  director
compensation,  was  established  pursuant  to and  comprises  a part of the 2002
Omnibus Incentive Compensation Plan (the "Omnibus Plan").

FY 2006 Annual Bonus Plan  (the "Bonus Plan")
-------------------------

         The Bonus Plan was  adopted in order to reward  officers of the Company
and its subsidiaries for the Company's financial  performance during 2006 and to
further  align their  interests  with those of the Company's  shareholders.  The
level of bonus is based upon  achievement of goals relative to consolidated  net
income,  operating  income  margin  and  revenue  growth,  or  in  the  case  of
participants who are employees of the Company's subsidiaries,  operating income,
store  operating  income  margin and  revenue  growth of the  subsidiaries.  The
Company  intends for  payments  under the Bonus Plan to qualify as  "performance
based"  compensation  under Section  162(m) of the Internal  Revenue Code to the
maximum amount allowed under the Omnibus Plan.

         The bonus to be paid  under  the  Bonus  Plan to each of the top 5 most
highly  compensated  officers of the Company  and its  subsidiaries  (the "Named
Executive Officers") for the Company's 2005 fiscal year ("2005"),  among others,
if the Company reaches the target or maximum  performance  goals  established by
the Compensation  and Stock Option  Committee (the  "Committee") is equal to the
applicable  percentage,  as set  forth in the  chart  below,  of such  officer's
salary.  If performance is below the threshold  levels (i.e.,  equal to 2005 net
income  or in the case of  officers  of  subsidiaries,  operating  income of the
applicable subsidiary), no bonus will be paid. At threshold levels, each officer
would achieve 36% of his target bonus  percentage.  If the performance  level is
between the threshold and target  performance levels (as shown below) or between
the target and maximum  levels (as shown  below),  then each such officer  shall
receive a payment on a graduated scale.
Name                                                Target            Maximum
------------                                      ----------        -----------
Michael A. Woodhouse,                                200%              450%
Chairman of the Board and
Chief Executive Officer

Lawrence E. White,                                   110%             247.5%
Senior Vice President, Finance
and Chief Financial Officer

Cyril J. Taylor,                                     120%             367.5%
President and Chief Operating Officer,
Cracker Barrel Old Country Store, Inc.

David L. Gilbert,                                    100%             306.25%
Chief Administrative Officer,
Cracker Barrel Old Country Store, Inc.

Tom Vogel,                                           100%             306.25%
President and Chief Operating Officer,
Logan's Roadhouse, Inc.

FY 2006 LTI Plan (the "LTI Plan")
----------------

          The LTI Plan was adopted in order to encourage, by incentives, certain
key executives to contribute to the long-term  financial  performance of, and to
remain with, the Company.  The LTI Plan is comprised of two equal elements:  the
2006 Mid-Term Incentive Retention Plan (the "MTIRP") and the Annual Stock Option
Grant (the "Option  Grant").  The value of Option Grants under the LTI Plan will
be equal to a participant's  target percentage (as set forth below for the Named
Executive  Officers) times the participant's  2006 beginning base salary times a
performance   factor  based  on  degree  of  achievement  of  the  Company's  or
subsidiaries',  as  applicable,  2005  performance  relative to the Company's or
subsidiaries',  as  applicable,  2005 annual plans,  which  performance  will be
determined  after the close of 2005.  This value will be divided by a  generally
accepted  option  valuation  methodology  to  determine  the  number of  options
awarded. No Option Grants have yet been made under the LTI Plan.

         MTIRP  participants  receive awards  consisting of restricted  stock or
restricted  stock and cash if the Company or its  subsidiaries,  as  applicable,
achieve certain pre-established goals consisting of revenue growth and return on
average adjusted  invested  capital,  as defined in the MTIRP,  during 2006 (the
"MTIRP Award").  MTIRP Awards, while earned based on 2006 actual results,  cliff
vest at the end of the Company's 2008 fiscal year.

         The award to be paid  under  the  MTIRP to each of the Named  Executive
Officers  if the  Company  or the  subsidiaries  reach  the  target  or  maximum
performance  goals  established  by the  Committee  is equal  to the  applicable
percentage,  as set forth in the chart below,  of such officer's  beginning base
salary.  A minimum award equal to 50% of the target times a  participant's  2006
beginning base salary is earned under the MTIRP. If the performance  level falls
between  the minimum  level and target  levels or between the target and maximum
levels,  then each such  officer  shall  receive a payment on a graduated  scale
commensurate with specified performance levels.

        Name                                Target            Maximum
        ----                                ------            -------
        Mr. Woodhouse                        175%              350%
        Mr. White                             60%              120%
        Mr. Taylor                          87.5%              175%
        Mr. Gilbert                           60%              120%
        Mr. Vogel                             60%              120%

CBRL Group, Inc. Targeted Retention Plan  (the "Retention Plan")
----------------------------------------

         The  Retention  Plan was  adopted  in order to  provide  incentives  to
certain  officers and other key employees of the Company and its subsidiaries to
remain in their positions and achieve results that are aligned with  shareholder
interests.  The  participants  in the  Retention  Plan will be designated by the
Committee from time to time during 2006. The Retention Plan provides for a grant
of that number of shares of the  Company's  common  stock  ("Retention  Shares")
determined  by dividing  (i) a value  assigned by the  Committee at the time the
award is made (the  "Award  Value")  that may not exceed the  greater of (a) the
product of 2 times the  participant's  2006  beginning  base salary,  or (b) the
participant's  salary plus the actual bonus paid (or accrued) in 2006 (the "2006
Compensation")  by (ii) the fair market value of the  Company's  common stock on
the last trading day of 2006 (for participants whose Award Value is based on his
or her 2006 Compensation) or the date of the award (for all other participants).
Retention  Shares vest and will be  distributed  according to vesting  schedules
determined with each award. No awards have been made under the Retention Plan to
date.

Stock Ownership Achievement Incentive Plan (the "Ownership Plan")
------------------------------------------

         The  Ownership  Plan  was  adopted  in  order to  encourage  the  early
attainment of the stock ownership  guidelines (the "Ownership  Guidelines")  for
certain officers of the Company and its subsidiaries  ("Covered Officers") (such
Ownership Guidelines are posted on the Company's website at  www.cbrlgroup.com).
The Ownership Guidelines set forth certain share ownership requirements that the
Covered  Officers  are  expected to attain over a  five-year  period.  Under the
Ownership  Plan, a Covered Officer will be awarded common stock in the amount of
the greater of 100 shares or two percent (2%) of the number of shares  specified
in the Ownership  Guidelines for such Covered  Officer,  if the Covered  Officer
achieves certain specified progress each year during the five-year period toward
the Ownership Guidelines.  In future years, failure to achieve specified ongoing
progress  toward share  ownership  requirements  would result in reduced  Option
Grants under the LTI Plan.
On July 28, 2005, it was  determined  that each of the following  Named
Executive Officers had achieved the specified progress and,  accordingly,  shall
be awarded  the  following  respective  number of shares on August 1, 2005,  the
first business day of the Company's 2006 fiscal year:

                     Mr. Woodhouse             1,400
                     Mr. White                   300
                     Mr. Taylor                  100
                     Mr. Gilbert                 200
                     Mr. Vogel                   200

FY06 Salaries for Named Executive Officers
------------------------------------------

         The Compensation Committee approved the following salaries for 2006 for
the Named Executive  Officers (other than Mr.  Woodhouse,  whose 2006 salary was
previously approved and disclosed in a Form 8-K filing on July 1, 2005):

                     Mr. White                $425,000
                     Mr. Taylor               $475,000
                     Mr. Gilbert              $364,000
                     Mr. Vogel                $375,000

Director Compensation
---------------------
         The following schedule of compensation for the directors of the Company
who are  not  otherwise  officers  or  employees  of the  Company  or any of its
subsidiaries  or affiliates  (the  "Non-Employee  Directors")  are effective for
2006:

     o Annual retainer fee*                                         $45,000
       Annual retainer fee for Lead Independent Director*           $75,000

     o Additional annual retainer fee paid to chairperson of each committee*
          Audit Committee                                           $18,000
          Compensation and Stock Option Committee                   $13,000
          All other Committees                                      $ 8,000

     o Committee meeting fees for each meeting attended
          Audit Committee                                           $ 2,000
          Compensation and Stock Option Committee                   $ 2,000
          All other Committees                                      $ 1,500

     o Annual  grant of 2,000  shares of  restricted  stock,  with 3-year  cliff
       vesting, upon election/re-election to the Board

     o Annual option to acquire up to 1,000 shares of common  stock,  vesting at
       the rate of 33 1/3% per year for 3 years, upon election/re-election to
       the Board

         Non-Employee  Directors  also  shall be  reimbursed  for  out-of-pocket
expenses incurred in connection with attendance at meetings.

         Non-Employee  Directors  are offered the option to  participate  in the
Company's Deferred  Compensation  Plan. The Deferred  Compensation Plan allows a
participant  to defer a percentage  or sum of his or her  compensation  and earn
interest on that deferred  compensation at a rate equal to the 10-year  Treasury
bill rate (as in effect at the beginning of each calendar quarter) plus 1.5%.

* Payable in  quarterly  installments;  no meeting fees other than for committee
meetings
Item 5.02  Departure  of  Directors  or  Principal  Officers;  Election  of
Directors; Appointment of Principal Officers

         On July 29, 2005, the Company issued the press release that is filed as
Exhibit  99 to this  Current  Report on Form  8-K,  which by this  reference  is
incorporated herein as if copied verbatim, announcing the election of Richard J.
Dobkin to its Board of Directors  effective  immediately.  Mr.  Dobkin,  who was
elected  to the  Board  on July 28,  2005,  has not yet  been  appointed  to any
committees of the Board.

         There are no arrangements or understandings  between Mr. Dobkin and any
other  persons  pursuant to which he was  selected as a director of the Company.
Mr. Dobkin has not been a party to any transactions that would be required to be
reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.

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 July 29, 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:  August 1, 2005                      CBRL GROUP, INC.

                                            By: /s/ N.B. Forrest Shoaf
                                               ---------------------------------
                                            Name: N.B. Forrest Shoaf
                                            Title: Senior Vice President,
                                                   Secretary and General Counsel