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 1, 2005
                                                          ---------------

                                CBRL GROUP, INC.


     Tennessee                       0-25225                      62-1749513
------------------              ------------------             -----------------
(State or Other               (Commission File Number)        (I.R.S. Employer
Jurisdiction of                                              Identification No.)
 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 1, 2005 CBRL Group, Inc. (the "Company") entered into an employment
agreement  (the  "Agreement"),  effective  as of August 1, 2005 (the  "Effective
Date"),  with  Michael  A.  Woodhouse.  Mr.  Woodhouse  currently  serves as the
Chairman, President and Chief Executive Officer of the Company.

     Under the  Agreement,  Mr.  Woodhouse  will  continue to serve as the Chief
Executive  Officer of the Company and, during its term, also is required to hold
either  the  title  of  Chairman  or  President.   Unless  extended  or  earlier
terminated,  the Agreement will terminate on July 31, 2008.  Beginning August 1,
2008,  the Agreement  automatically  will be extended for one-year terms on each
annual anniversary of the Effective Date (the "Anniversary  Date") unless either
Mr. Woodhouse or the Company gives at least twelve months notice of that party's
intention  to allow  the  Agreement  to  expire  at the next  Anniversary  Date.
Additionally,  in the event of a Change in  Control  (defined  below),  the then
existing term of the Agreement is extended for two years.

     The  Agreement  requires the Company to pay Mr.  Woodhouse a base salary of
$875,000,  which may be  increased  from time to time  ("Base  Salary"),  and an
annual  bonus  with a target of no less than 150% of Base  Salary.  This  annual
bonus is not a guarantee but is subject to satisfaction of such  performance and
other  criteria as may be established  by the Company's  Compensation  and Stock
Option  Committee  (the  "Committee").  The  Agreement  also  provides  for  Mr.
Woodhouse to receive a restricted stock grant of 125,000 shares (the "Restricted
Shares"),  which vest 60% on September 15, 2008,  20% on September 15, 2009, and
20% on September 15, 2010, subject to achieving  performance  criteria that have
been established by the Committee  relative to Earnings Before Interest,  Taxes,
Depreciation, Amortization and Rent.

     The Agreement  provides that Mr.  Woodhouse is entitled to  participate  in
incentive,  savings and  retirement  plans,  practices,  policies  and  programs
applicable generally to senior executive officers of the Company.

     The  Agreement  may be  terminated  at any time by the Company  without any
liability under the following conditions, each of which constitutes "Cause": (a)
fraud or breach by Mr.  Woodhouse of securities laws or other willful or grossly
negligent  acts  resulting  in  investigation  by the  Securities  and  Exchange
Commission  that  adversely  affects the Company or Mr.  Woodhouse's  ability to
perform his duties,  (b) attending work in a state of  intoxication or otherwise
being found in  possession  at work of any  prohibited  drug or  substance,  (c)
personal  dishonesty or willful  misconduct in connection  with his duties,  (d)
breach  of  fiduciary  duty  to  the  Company  involving  personal  profit,  (e)
conviction  of a felony  or a crime  involving  moral  turpitude,  (f)  material
intentional  breach by Mr.  Woodhouse of any  provision of the  Agreement or any
other Company policy adopted by the Board,  or (g) continued  failure to perform
duties after a written demand from the Board.

<PAGE>

     If the Company  terminates the Agreement other than for Cause,  the Company
is required to pay Mr.  Woodhouse,  in addition to any amounts  owed through the
date of  termination  of  employment,  including a prorated  portion of any then
existing  incentive or bonus plan  applicable  to Mr.  Woodhouse  (the  "Accrued
Obligations"),  three  times his annual  Base Salary  payable  over  twenty-four
months.  In  addition,  the  Restricted  Shares  vest and become  distributable,
subject to the  achievement of  performance  goals through the end of the fiscal
quarter  prior to the date of  termination.  With respect to any unvested  stock
options that would have vested during the term of the Agreement,  the Company is
required to pay Mr.  Woodhouse  an amount  equal to the  difference  between the
market value and the exercise  price(s) of the shares  subject to such  options.
Mr.  Woodhouse's  participation  in the life,  medical and disability  insurance
programs  of the  Company  continues  for  up to  twenty-four  months  following
termination of the Agreement without Cause.

     If Mr.  Woodhouse  dies  during the term of the  Agreement,  the Company is
required  to  pay  to  Mr.  Woodhouse's  estate,  in  addition  to  any  Accrued
Obligations,  one year's Base  Salary in a lump sum  payment.  If Mr.  Woodhouse
becomes disabled during the term of the Agreement, the Company may terminate Mr.
Woodhouse's  employment.  In such  event,  the  Company is  required  to pay Mr.
Woodhouse,  in  addition  to any  Accrued  Obligations,  an amount  equal to the
difference,  if any, between the Base Salary that would otherwise have been paid
during the  remainder of the term of the  Agreement and the amount of disability
benefits paid to Mr.  Woodhouse during that time.  Additionally,  the Restricted
Shares vest and become distributable,  subject to the achievement of performance
goals through the end of the fiscal quarter prior to the date of termination.

     Mr.  Woodhouse  may also  terminate  his  employment  for no reason or Good
Reason (as defined below).  If Mr. Woodhouse  terminates his employment  without
Good  Reason,  the  Agreement  terminates  without  further  obligation  to  Mr.
Woodhouse,  other than for payment of the Accrued Obligations.  If Mr. Woodhouse
terminates his  employment for Good Reason,  he is entitled to the same benefits
he would have  received  if  terminated  by the  Company  without  Cause and, if
applicable and without duplication, following a Change in Control.

     The following  factors  constitute "Good Reason":  (a) assignment of duties
inconsistent in any material respect with Mr. Woodhouse's  position,  authority,
duties  or  responsibilities  or  demonstrable  diminution  in  Mr.  Woodhouse's
position,  authority,  duties or responsibilities  (excluding  insubstantial and
inadvertent actions remedied promptly after receipt of notice), (b) reduction in
Base Salary,  (c)  reduction in the target bonus  (expressed  as a percentage of
Base Salary), (d) failure by the Company to continue in effect any "pension plan
or  arrangement"  or  any  "compensation   plan  or  arrangement"   (except  for
across-the-board  plan changes or terminations  similarly affecting other senior
executive  officers),  (e) requiring Mr.  Woodhouse to be based in any office or
location  more  than 50  miles  from the  Company's  current  headquarters,  (f)
material breach by the Company of the Agreement, or (g) failure of any successor
company to assume expressly and agree to perform the Agreement.

<PAGE>

     In the event of a Change in Control (as defined below) and Mr. Woodhouse is
terminated  for  reasons  other  than  Cause or he  voluntarily  terminates  his
employment  for Good Reason,  the Company is required to pay Mr.  Woodhouse,  in
addition  to any  Accrued  Obligations,  three times the sum of: (i) his average
annual Base Salary for the three fiscal years prior to the termination; and (ii)
the  greater  of:  (x) his actual  annual  incentive  bonus for the fiscal  year
immediately  preceding the date of termination;  or (y) his target bonus for the
year in which the termination date falls.  Also, the Restricted  Shares vest and
become  distributable,  subject to the achievement of performance  goals through
the end of the fiscal quarter prior to the date of termination.  With respect to
any  unvested  stock  options  that  would  have  vested  during the term of the
Agreement,  the Company is required to pay Mr.  Woodhouse an amount equal to the
difference  between  the market  value and the  exercise  price(s) of the shares
subject to such options. Mr. Woodhouse's  participation in the life, medical and
disability  insurance  programs of the Company  continues  for up to  thirty-six
months following termination of the Agreement.

     A "Change in Control" means any change in control reportable as required by
the federal securities laws, but specifically including: (a) any person becoming
a beneficial  owner of 35% or more of the Company's  voting  securities,  unless
that  acquisition  was  approved  or  ratified  by a vote of at least 2/3 of the
members  of  the  Company's  Board  of  Directors  (the  "Board")  prior  to the
acquisition,  (b) all or substantially all of the assets of the Company are sold
or transferred,  (c) shareholders  approve a plan of liquidation or dissolution,
or (d) a  majority  of the  members  of the Board  change  (unless  approved  by
majority of those  directors who were  directors at the beginning of the term of
the Agreement).

     The Agreement contains certain business protection  provisions that include
a requirement that Mr. Woodhouse not disclose confidential  information or trade
secrets of the Company and a requirement  that, during the term of the Agreement
and for two years following its termination,  Mr. Woodhouse will neither solicit
employees of the Company to leave their  employment  nor hold any position  with
any  entity  engaged  wholly or in  material  part in the  restaurant  or retail
business  that is similar to that in which the Company or any of its  affiliates
is engaged.




<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:  July 1, 2005                        CBRL GROUP, INC.


                                            By: /s/ N.B. Forrest Shoaf
                                               ---------------------------------
                                            Name: N.B. Forrest Shoaf
                                            Title: Senior Vice President,
                                                   Secretary and General Counsel
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 11784}]
{"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": "05933672"}, "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): July 1, 2005
                                                          ---------------

                                CBRL GROUP, INC.

     Tennessee                       0-25225                      62-1749513
------------------              ------------------             -----------------
(State or Other               (Commission File Number)        (I.R.S. Employer
Jurisdiction of                                              Identification No.)
 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 1, 2005 CBRL Group, Inc. (the "Company") entered into an employment
agreement  (the  "Agreement"),  effective  as of August 1, 2005 (the  "Effective
Date"),  with  Michael  A.  Woodhouse.  Mr.  Woodhouse  currently  serves as the
Chairman, President and Chief Executive Officer of the Company.

     Under the  Agreement,  Mr.  Woodhouse  will  continue to serve as the Chief
Executive  Officer of the Company and, during its term, also is required to hold
either  the  title  of  Chairman  or  President.   Unless  extended  or  earlier
terminated,  the Agreement will terminate on July 31, 2008.  Beginning August 1,
2008,  the Agreement  automatically  will be extended for one-year terms on each
annual anniversary of the Effective Date (the "Anniversary  Date") unless either
Mr. Woodhouse or the Company gives at least twelve months notice of that party's
intention  to allow  the  Agreement  to  expire  at the next  Anniversary  Date.
Additionally,  in the event of a Change in  Control  (defined  below),  the then
existing term of the Agreement is extended for two years.

     The  Agreement  requires the Company to pay Mr.  Woodhouse a base salary of
$875,000,  which may be  increased  from time to time  ("Base  Salary"),  and an
annual  bonus  with a target of no less than 150% of Base  Salary.  This  annual
bonus is not a guarantee but is subject to satisfaction of such  performance and
other  criteria as may be established  by the Company's  Compensation  and Stock
Option  Committee  (the  "Committee").  The  Agreement  also  provides  for  Mr.
Woodhouse to receive a restricted stock grant of 125,000 shares (the "Restricted
Shares"),  which vest 60% on September 15, 2008,  20% on September 15, 2009, and
20% on September 15, 2010, subject to achieving  performance  criteria that have
been established by the Committee  relative to Earnings Before Interest,  Taxes,
Depreciation, Amortization and Rent.

     The Agreement  provides that Mr.  Woodhouse is entitled to  participate  in
incentive,  savings and  retirement  plans,  practices,  policies  and  programs
applicable generally to senior executive officers of the Company.

     The  Agreement  may be  terminated  at any time by the Company  without any
liability under the following conditions, each of which constitutes "Cause": (a)
fraud or breach by Mr.  Woodhouse of securities laws or other willful or grossly
negligent  acts  resulting  in  investigation  by the  Securities  and  Exchange
Commission  that  adversely  affects the Company or Mr.  Woodhouse's  ability to
perform his duties,  (b) attending work in a state of  intoxication or otherwise
being found in  possession  at work of any  prohibited  drug or  substance,  (c)
personal  dishonesty or willful  misconduct in connection  with his duties,  (d)
breach  of  fiduciary  duty  to  the  Company  involving  personal  profit,  (e)
conviction  of a felony  or a crime  involving  moral  turpitude,  (f)  material
intentional  breach by Mr.  Woodhouse of any  provision of the  Agreement or any
other Company policy adopted by the Board,  or (g) continued  failure to perform
duties after a written demand from the Board.
If the Company  terminates the Agreement other than for Cause,  the Company
is required to pay Mr.  Woodhouse,  in addition to any amounts  owed through the
date of  termination  of  employment,  including a prorated  portion of any then
existing  incentive or bonus plan  applicable  to Mr.  Woodhouse  (the  "Accrued
Obligations"),  three  times his annual  Base Salary  payable  over  twenty-four
months.  In  addition,  the  Restricted  Shares  vest and become  distributable,
subject to the  achievement of  performance  goals through the end of the fiscal
quarter  prior to the date of  termination.  With respect to any unvested  stock
options that would have vested during the term of the Agreement,  the Company is
required to pay Mr.  Woodhouse  an amount  equal to the  difference  between the
market value and the exercise  price(s) of the shares  subject to such  options.
Mr.  Woodhouse's  participation  in the life,  medical and disability  insurance
programs  of the  Company  continues  for  up to  twenty-four  months  following
termination of the Agreement without Cause.

     If Mr.  Woodhouse  dies  during the term of the  Agreement,  the Company is
required  to  pay  to  Mr.  Woodhouse's  estate,  in  addition  to  any  Accrued
Obligations,  one year's Base  Salary in a lump sum  payment.  If Mr.  Woodhouse
becomes disabled during the term of the Agreement, the Company may terminate Mr.
Woodhouse's  employment.  In such  event,  the  Company is  required  to pay Mr.
Woodhouse,  in  addition  to any  Accrued  Obligations,  an amount  equal to the
difference,  if any, between the Base Salary that would otherwise have been paid
during the  remainder of the term of the  Agreement and the amount of disability
benefits paid to Mr.  Woodhouse during that time.  Additionally,  the Restricted
Shares vest and become distributable,  subject to the achievement of performance
goals through the end of the fiscal quarter prior to the date of termination.

     Mr.  Woodhouse  may also  terminate  his  employment  for no reason or Good
Reason (as defined below).  If Mr. Woodhouse  terminates his employment  without
Good  Reason,  the  Agreement  terminates  without  further  obligation  to  Mr.
Woodhouse,  other than for payment of the Accrued Obligations.  If Mr. Woodhouse
terminates his  employment for Good Reason,  he is entitled to the same benefits
he would have  received  if  terminated  by the  Company  without  Cause and, if
applicable and without duplication, following a Change in Control.

     The following  factors  constitute "Good Reason":  (a) assignment of duties
inconsistent in any material respect with Mr. Woodhouse's  position,  authority,
duties  or  responsibilities  or  demonstrable  diminution  in  Mr.  Woodhouse's
position,  authority,  duties or responsibilities  (excluding  insubstantial and
inadvertent actions remedied promptly after receipt of notice), (b) reduction in
Base Salary,  (c)  reduction in the target bonus  (expressed  as a percentage of
Base Salary), (d) failure by the Company to continue in effect any "pension plan
or  arrangement"  or  any  "compensation   plan  or  arrangement"   (except  for
across-the-board  plan changes or terminations  similarly affecting other senior
executive  officers),  (e) requiring Mr.  Woodhouse to be based in any office or
location  more  than 50  miles  from the  Company's  current  headquarters,  (f)
material breach by the Company of the Agreement, or (g) failure of any successor
company to assume expressly and agree to perform the Agreement.
In the event of a Change in Control (as defined below) and Mr. Woodhouse is
terminated  for  reasons  other  than  Cause or he  voluntarily  terminates  his
employment  for Good Reason,  the Company is required to pay Mr.  Woodhouse,  in
addition  to any  Accrued  Obligations,  three times the sum of: (i) his average
annual Base Salary for the three fiscal years prior to the termination; and (ii)
the  greater  of:  (x) his actual  annual  incentive  bonus for the fiscal  year
immediately  preceding the date of termination;  or (y) his target bonus for the
year in which the termination date falls.  Also, the Restricted  Shares vest and
become  distributable,  subject to the achievement of performance  goals through
the end of the fiscal quarter prior to the date of termination.  With respect to
any  unvested  stock  options  that  would  have  vested  during the term of the
Agreement,  the Company is required to pay Mr.  Woodhouse an amount equal to the
difference  between  the market  value and the  exercise  price(s) of the shares
subject to such options. Mr. Woodhouse's  participation in the life, medical and
disability  insurance  programs of the Company  continues  for up to  thirty-six
months following termination of the Agreement.

     A "Change in Control" means any change in control reportable as required by
the federal securities laws, but specifically including: (a) any person becoming
a beneficial  owner of 35% or more of the Company's  voting  securities,  unless
that  acquisition  was  approved  or  ratified  by a vote of at least 2/3 of the
members  of  the  Company's  Board  of  Directors  (the  "Board")  prior  to the
acquisition,  (b) all or substantially all of the assets of the Company are sold
or transferred,  (c) shareholders  approve a plan of liquidation or dissolution,
or (d) a  majority  of the  members  of the Board  change  (unless  approved  by
majority of those  directors who were  directors at the beginning of the term of
the Agreement).

     The Agreement contains certain business protection  provisions that include
a requirement that Mr. Woodhouse not disclose confidential  information or trade
secrets of the Company and a requirement  that, during the term of the Agreement
and for two years following its termination,  Mr. Woodhouse will neither solicit
employees of the Company to leave their  employment  nor hold any position  with
any  entity  engaged  wholly or in  material  part in the  restaurant  or retail
business  that is similar to that in which the Company or any of its  affiliates
is engaged.
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:  July 1, 2005                        CBRL GROUP, INC.

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