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): May 28, 2004



                                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

<PAGE>

Item 7.  Financial Statements and Exhibits

(c)   Exhibits.

99.1  Press Release dated May 28, 2004.

Item 9.  Regulation FD Disclosure

     CBRL Group,  Inc.  issued a press  release that is attached to this Current
Report on Form 8-K as Exhibit  99.1,  which by this  reference  is  incorporated
herein as if copied verbatim.  In the press release,  CBRL Group, Inc. announced
that its Board of Directors  had  authorized  the  repurchase of up to 2 million
additional shares of its common stock.





<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:  May 28, 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": "04837076"}, "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): May 28, 2004

                                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
Item 7.  Financial Statements and Exhibits

(c)   Exhibits.

99.1  Press Release dated May 28, 2004.

Item 9.  Regulation FD Disclosure

     CBRL Group,  Inc.  issued a press  release that is attached to this Current
Report on Form 8-K as Exhibit  99.1,  which by this  reference  is  incorporated
herein as if copied verbatim.  In the press release,  CBRL Group, Inc. announced
that its Board of Directors  had  authorized  the  repurchase of up to 2 million
additional shares of its common stock.
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:  May 28, 2004                     CBRL GROUP, INC.

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