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

                                  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): January 28, 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 1.01.  Entry into a Material Definitive Agreement.

     CBRL Group,  Inc. (the  "Company") has entered into a Fourth  Supplement to
Indenture dated as of January 28, 2005 (the "Supplemental Indenture"),  which is
an  amendment  to that  certain  Indenture  dated as of April 3, 2002  among the
Company,  the subsidiary  guarantors parties thereto and Wachovia Bank, National
Association, as trustee (as it may have been previously amended, supplemented or
amended and  restated)  (the  "Existing  Indenture").  Wachovia  Bank,  National
Association,  as trustee,  is also a party to the  Supplemental  Indenture.  The
Existing  Indenture is filed as Exhibit 4.2 to the  Company's  Form 10-Q for the
quarterly period ended May 3, 2002.

     In the Supplemental Indenture,  the Company is foregoing its ability to pay
the  purchase  price  of the  Liquid  Yield  Option(TM)  Notes  due  2032  (Zero
Coupon-Senior),  as amended or supplemented  from time to time, issued under the
Existing Indenture (the  "Securities"),  in shares of the Company's common stock
in the event of a  repurchase  of the  Securities  at the  option of the  holder
pursuant to Section 3.08 of the Existing Indenture. After the amendment effected
by the Supplemental  Indenture,  the Company may pay that purchase price only in
cash.

     The Supplemental Indenture is filed as Exhibit 99 to 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     Fourth Supplement to Indenture dated as of January 28, 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 2, 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": "05568281"}, "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): January 28, 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 1.01.  Entry into a Material Definitive Agreement.

     CBRL Group,  Inc. (the  "Company") has entered into a Fourth  Supplement to
Indenture dated as of January 28, 2005 (the "Supplemental Indenture"),  which is
an  amendment  to that  certain  Indenture  dated as of April 3, 2002  among the
Company,  the subsidiary  guarantors parties thereto and Wachovia Bank, National
Association, as trustee (as it may have been previously amended, supplemented or
amended and  restated)  (the  "Existing  Indenture").  Wachovia  Bank,  National
Association,  as trustee,  is also a party to the  Supplemental  Indenture.  The
Existing  Indenture is filed as Exhibit 4.2 to the  Company's  Form 10-Q for the
quarterly period ended May 3, 2002.

     In the Supplemental Indenture,  the Company is foregoing its ability to pay
the  purchase  price  of the  Liquid  Yield  Option(TM)  Notes  due  2032  (Zero
Coupon-Senior),  as amended or supplemented  from time to time, issued under the
Existing Indenture (the  "Securities"),  in shares of the Company's common stock
in the event of a  repurchase  of the  Securities  at the  option of the  holder
pursuant to Section 3.08 of the Existing Indenture. After the amendment effected
by the Supplemental  Indenture,  the Company may pay that purchase price only in
cash.

     The Supplemental Indenture is filed as Exhibit 99 to 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     Fourth Supplement to Indenture dated as of January 28, 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 2, 2005                 CBRL GROUP, INC.

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