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 22, 2005
                                                       -------------------------


                                CBRL GROUP, INC.


   Tennessee                        0-25225                        62-1749513
(State or Other               (Commission File Number)        (I.R.S. Employer
Jurisdiction 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 1.01  Entry into a Material Definitive Agreement

     Reference  is made to Item 1.01 of the CBRL  Group,  Inc.  (the  "Company")
Current Report on Form 8-K filed with the Commission on August 1, 2005, which is
incorporated herein by this reference.  In addition,  on September 22, 2005, the
following compensatory arrangements or awards were approved for certain officers
of the Company and its subsidiaries:

FY 06 Salaries for Named Executive Officers
-------------------------------------------

     The base  salary of Michael A.  Woodhouse,  Chairman,  President  and Chief
Executive Officer,  was increased from $875,000 to $950,000 effective October 1,
2005.

FY 06 LTI Plan
--------------

     Pursuant to the LTI Plan, the following  officers received options for that
number of shares set forth below:

        Name                            # of Shares
        ----                            -----------
        Mr. Woodhouse                     145,330
        Mr. White                          24,202
        Mr. Taylor                         33,119
        Mr. Gilbert                        17,403
        Mr. Vogel                          23,075


These  options  have a term of ten years and vest at a  cumulative  rate of
33-1/3% per year. They each have an exercise price of $34.60 per share.


CBRL Group, Inc. Targeted Retention Plan
----------------------------------------

     Pursuant to the Retention  Plan,  Mr.  Gilbert  received an award of 10,525
restricted  shares,  which cliff vest on September  22, 2010.  In addition,  Mr.
Vogel will receive an award of restricted stock at the end of the Company's 2006
fiscal year. The number of shares to be received at that time will be determined
by dividing Mr. Vogel's 2006 salary and bonus by the closing market price of the
Company's  common  stock on the last  trading day of the  Company's  2006 fiscal
year. That stock will vest on September 22, 2010.



<PAGE>


CBRL 2005 LTI Plan
------------------

     Pursuant to the 2005  MTIRP,  the  following  officers  received  awards of
restricted stock in the following amounts:

        Name                            # of Shares
        ----                            -----------
        Mr. Woodhouse                     17,871
        Mr. White                          2,757
        Mr. Taylor                         4,289
        Mr. Gilbert                        2,566
        Mr. Vogel                          1,991

These awards cliff vest at the end of the Company's 2007 fiscal year.


Item 7.01.  Regulation FD Disclosure

     On  September  22,  2005,  the  Company  issued a press  release,  which is
furnished  hereto as Exhibit 99.1 and  incorporated by reference as if fully set
forth herein,  announcing that the Company will be presenting at the RBC Capital
Markets Consumer Conference on September 29, 2005 at 10:30 a.m. Eastern Time and
noted that an audio  webcast of the  Company's  presentation  at the  conference
would be  available  to the public over the  Internet,  and through  October 13,
2005.

     On  September  22,  2005,  the Company  issued the press  release  which is
furnished  hereto as Exhibit 99.2 and  incorporated by reference as if fully set
forth  herein,  announcing  that its  Board of  Directors  had  declared  a cash
dividend  of  thirteen  cents  per  share,   payable  on  November  8,  2005  to
shareholders of record on October 14, 2005.


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 22, 2005
Announcing Presentation at RBC Capital Markets Consumer Conference.

     99.2   Press Release issued by CBRL Group,  Inc.  dated  September 22, 2005
Announcing Quarterly Dividend





<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 26, 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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{"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": "051101519"}, "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 22, 2005
                                                       -------------------------

                                CBRL GROUP, INC.

   Tennessee                        0-25225                        62-1749513
(State or Other               (Commission File Number)        (I.R.S. Employer
Jurisdiction 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 1.01  Entry into a Material Definitive Agreement

     Reference  is made to Item 1.01 of the CBRL  Group,  Inc.  (the  "Company")
Current Report on Form 8-K filed with the Commission on August 1, 2005, which is
incorporated herein by this reference.  In addition,  on September 22, 2005, the
following compensatory arrangements or awards were approved for certain officers
of the Company and its subsidiaries:

FY 06 Salaries for Named Executive Officers
-------------------------------------------

     The base  salary of Michael A.  Woodhouse,  Chairman,  President  and Chief
Executive Officer,  was increased from $875,000 to $950,000 effective October 1,
2005.

FY 06 LTI Plan
--------------

     Pursuant to the LTI Plan, the following  officers received options for that
number of shares set forth below:

        Name                            # of Shares
        ----                            -----------
        Mr. Woodhouse                     145,330
        Mr. White                          24,202
        Mr. Taylor                         33,119
        Mr. Gilbert                        17,403
        Mr. Vogel                          23,075

These  options  have a term of ten years and vest at a  cumulative  rate of
33-1/3% per year. They each have an exercise price of $34.60 per share.

CBRL Group, Inc. Targeted Retention Plan
----------------------------------------

     Pursuant to the Retention  Plan,  Mr.  Gilbert  received an award of 10,525
restricted  shares,  which cliff vest on September  22, 2010.  In addition,  Mr.
Vogel will receive an award of restricted stock at the end of the Company's 2006
fiscal year. The number of shares to be received at that time will be determined
by dividing Mr. Vogel's 2006 salary and bonus by the closing market price of the
Company's  common  stock on the last  trading day of the  Company's  2006 fiscal
year. That stock will vest on September 22, 2010.
CBRL 2005 LTI Plan
------------------

     Pursuant to the 2005  MTIRP,  the  following  officers  received  awards of
restricted stock in the following amounts:

        Name                            # of Shares
        ----                            -----------
        Mr. Woodhouse                     17,871
        Mr. White                          2,757
        Mr. Taylor                         4,289
        Mr. Gilbert                        2,566
        Mr. Vogel                          1,991

These awards cliff vest at the end of the Company's 2007 fiscal year.

Item 7.01.  Regulation FD Disclosure

     On  September  22,  2005,  the  Company  issued a press  release,  which is
furnished  hereto as Exhibit 99.1 and  incorporated by reference as if fully set
forth herein,  announcing that the Company will be presenting at the RBC Capital
Markets Consumer Conference on September 29, 2005 at 10:30 a.m. Eastern Time and
noted that an audio  webcast of the  Company's  presentation  at the  conference
would be  available  to the public over the  Internet,  and through  October 13,
2005.

     On  September  22,  2005,  the Company  issued the press  release  which is
furnished  hereto as Exhibit 99.2 and  incorporated by reference as if fully set
forth  herein,  announcing  that its  Board of  Directors  had  declared  a cash
dividend  of  thirteen  cents  per  share,   payable  on  November  8,  2005  to
shareholders of record on October 14, 2005.

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 22, 2005
Announcing Presentation at RBC Capital Markets Consumer Conference.

     99.2   Press Release issued by CBRL Group,  Inc.  dated  September 22, 2005
Announcing Quarterly Dividend
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 26, 2005                 CBRL GROUP, INC.

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