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

                                  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): November 23, 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 1.01.  Entry into a Material Definitive Agreement.

     On November 23, 2004, the shareholders of CBRL Group,  Inc. (the "Company")
approved an amendment,  effective  immediately,  to the Company's 2002 Incentive
Compensation Plan (the "Incentive  Plan").  The amendment modifies the Incentive
Plan to allow the Company to provide for annual grants to non-employee directors
of options to acquire 5,000 shares of the Company's  common stock,  or awards of
up to 2,000 shares of restricted stock or restricted stock units. If the Company
grants  awards of up to 2,000 shares of  restricted  stock or  restricted  stock
units,  the grant  would vest in its  entirety  three years from the date of the
grant.

     Also on November 23,  2004,  the Board of  Directors  (the  "Board") of the
Company approved a modification to the  compensation of the director  designated
as the "lead independent director".  Effective immediately, the lead independent
director shall be paid an annual  retainer of $42,000  (rather than the standard
$30,000  for  other  non-employee  directors),  along  with any  other  benefits
currently paid to non-employee directors,  including meeting fees, the option to
participate  in the Company's  Deferred  Compensation  Plan and any  permissible
awards under the Incentive Plan.

     The Board also approved,  effective  January 1, 2005,  modifications to the
Company's  Deferred  Compensation  Plan and  Non-Qualified  Savings Plan.  These
modifications  have been made to comply with the recently  enacted American Jobs
Creation  Act of 2004,  which  will amend  certain  provisions  of the  Internal
Revenue Code,  effective at the end of this calendar year, regarding taxation of
deferral  elections.  The  modifications to the Deferred  Compensation  Plan and
Non-Qualified  Savings  Plan  will  allow  participants  in these  plans to make
appropriate deferral elections in compliance with the amendments to the Internal
Revenue Code.

Item 7.01.  Regulation FD Disclosure.

     On  November  24,  2004,  the  Company  issued  the press  release  that is
furnished  as  Exhibit  99 to this  Current  Report on Form  8-K,  which by this
reference  is  incorporated  herein as if copied  verbatim,  with respect to its
declaration of a cash dividend of twelve cents per share, payable on February 8,
2005 to shareholders of record as of January 14, 2005.

Item 9.01.  Financial Statements and Exhibits.

(a)   Financial Statements. None

(b)   Pro Forma Financial Information. None

(c)   Exhibits.

      99    Press Release issued by CBRL Group, Inc. dated November 24, 2004


<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:  November 24, 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": "041166690"}, "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): November 23, 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 1.01.  Entry into a Material Definitive Agreement.

     On November 23, 2004, the shareholders of CBRL Group,  Inc. (the "Company")
approved an amendment,  effective  immediately,  to the Company's 2002 Incentive
Compensation Plan (the "Incentive  Plan").  The amendment modifies the Incentive
Plan to allow the Company to provide for annual grants to non-employee directors
of options to acquire 5,000 shares of the Company's  common stock,  or awards of
up to 2,000 shares of restricted stock or restricted stock units. If the Company
grants  awards of up to 2,000 shares of  restricted  stock or  restricted  stock
units,  the grant  would vest in its  entirety  three years from the date of the
grant.

     Also on November 23,  2004,  the Board of  Directors  (the  "Board") of the
Company approved a modification to the  compensation of the director  designated
as the "lead independent director".  Effective immediately, the lead independent
director shall be paid an annual  retainer of $42,000  (rather than the standard
$30,000  for  other  non-employee  directors),  along  with any  other  benefits
currently paid to non-employee directors,  including meeting fees, the option to
participate  in the Company's  Deferred  Compensation  Plan and any  permissible
awards under the Incentive Plan.

     The Board also approved,  effective  January 1, 2005,  modifications to the
Company's  Deferred  Compensation  Plan and  Non-Qualified  Savings Plan.  These
modifications  have been made to comply with the recently  enacted American Jobs
Creation  Act of 2004,  which  will amend  certain  provisions  of the  Internal
Revenue Code,  effective at the end of this calendar year, regarding taxation of
deferral  elections.  The  modifications to the Deferred  Compensation  Plan and
Non-Qualified  Savings  Plan  will  allow  participants  in these  plans to make
appropriate deferral elections in compliance with the amendments to the Internal
Revenue Code.

Item 7.01.  Regulation FD Disclosure.

     On  November  24,  2004,  the  Company  issued  the press  release  that is
furnished  as  Exhibit  99 to this  Current  Report on Form  8-K,  which by this
reference  is  incorporated  herein as if copied  verbatim,  with respect to its
declaration of a cash dividend of twelve cents per share, payable on February 8,
2005 to shareholders of record as of January 14, 2005.

Item 9.01.  Financial Statements and Exhibits.

(a)   Financial Statements. None

(b)   Pro Forma Financial Information. None

(c)   Exhibits.

      99    Press Release issued by CBRL Group, Inc. dated November 24, 2004
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:  November 24, 2004                  CBRL GROUP, INC.

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