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

                                  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): December 2, 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


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 8.01.  Other Events.

     On December  2, 2004,  Michael A.  Woodhouse,  President,  Chief  Executive
Officer and Chairman of the Board of CBRL Group, Inc. (the "Company"),  notified
the Company that he had entered into a trading plan to exercise  certain options
and sell up to an aggregate of 50,000  shares of the  Company's  common stock in
order to  diversify  his  investments.  The sales are expected to occur during a
period  commencing  on  December  3,  2004 and  ending on March  25,  2005.  Mr.
Woodhouse does not have any control over the timing of the sales under the plan.
The shares to be sold will be issued  pursuant to the exercise of certain  stock
options,  all of which will expire in the next 21 months, held by Mr. Woodhouse.
Upon execution of the  transactions  under the plan, Mr. Woodhouse will continue
to be ahead of the predetermined schedule for full compliance with the Company's
stock  ownership  guidelines for executive  officers.  Mr.  Woodhouse  presently
directly  owns  94,085  shares  of the  Company's  common  stock,  which he will
continue to own after  transactions  under the plan are  completed,  and he will
continue  to have  options  for an  additional  710,036  shares of common  stock
following  completion  of the  trading  plan.  Any sales  under the plan will be
publicly disclosed through Form 4 filings with the Commission.

     Mr. Woodhouse's  trading plan is intended to comply with Rule 10b5-1 of the
Securities  Exchange  Act of 1934,  as amended.  It is the  Company's  policy to
disclose when the Chief Executive  Officer,  Chief Financial Officer or Chairman
of the Board  enter into a trading  plan that is  intended  to comply  with Rule
10b5-1.


<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:  December 2, 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": "041181421"}, "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): December 2, 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

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 8.01.  Other Events.

     On December  2, 2004,  Michael A.  Woodhouse,  President,  Chief  Executive
Officer and Chairman of the Board of CBRL Group, Inc. (the "Company"),  notified
the Company that he had entered into a trading plan to exercise  certain options
and sell up to an aggregate of 50,000  shares of the  Company's  common stock in
order to  diversify  his  investments.  The sales are expected to occur during a
period  commencing  on  December  3,  2004 and  ending on March  25,  2005.  Mr.
Woodhouse does not have any control over the timing of the sales under the plan.
The shares to be sold will be issued  pursuant to the exercise of certain  stock
options,  all of which will expire in the next 21 months, held by Mr. Woodhouse.
Upon execution of the  transactions  under the plan, Mr. Woodhouse will continue
to be ahead of the predetermined schedule for full compliance with the Company's
stock  ownership  guidelines for executive  officers.  Mr.  Woodhouse  presently
directly  owns  94,085  shares  of the  Company's  common  stock,  which he will
continue to own after  transactions  under the plan are  completed,  and he will
continue  to have  options  for an  additional  710,036  shares of common  stock
following  completion  of the  trading  plan.  Any sales  under the plan will be
publicly disclosed through Form 4 filings with the Commission.

     Mr. Woodhouse's  trading plan is intended to comply with Rule 10b5-1 of the
Securities  Exchange  Act of 1934,  as amended.  It is the  Company's  policy to
disclose when the Chief Executive  Officer,  Chief Financial Officer or Chairman
of the Board  enter into a trading  plan that is  intended  to comply  with Rule
10b5-1.
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:  December 2, 2004                    CBRL GROUP, INC.

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