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 28, 2004
                                                        ------------------


                                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 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

     Dan W. Evins,  Chairman of the Board of CBRL Group,  Inc.  (the  "Company")
notified  the Company on  September  23, 2004 of his  decision  not to stand for
re-election  to the Company's  Board of Directors  (the "Board") on November 23,
2004.

     At the time of Mr. Evins  notification,  the Board,  effective November 23,
2004,  elected  Michael A.  Woodhouse,  current  President  and Chief  Executive
Officer of the Company, to the position of Chairman.

     A press  release  announcing  these  events  was  issued by the  Company on
September 28, 2004. See Section 7.01 below.

Item 7.01.  Regulation FD Disclosure.

     On  September  28,  2004,  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 its Board has elected its current  President and
Chief Executive  Officer,  Michael A.  Woodhouse,  as its Chairman of the Board,
effective November 23, 2004. The Board of Directors,  effective immediately, has
also  elected  current  Board  member  Robert  V.  Dale as its lead  independent
director.

     On  September  28,  2004,  the  Company  issued a press  release,  which is
furnished  hereto as Exhibit 99.2 and  incorporated by reference as if fully set
forth herein,  reporting  September sales and updating earnings guidance for its
first fiscal quarter of 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 28, 2004
               announcing appointment of Chairman of the Board.

       99.2    Press Release issued by CBRL Group, Inc. dated September 28, 2004
               reporting sales trends and earnings guidance.


<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 28, 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": "041048271"}, "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 28, 2004
                                                        ------------------

                                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 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

     Dan W. Evins,  Chairman of the Board of CBRL Group,  Inc.  (the  "Company")
notified  the Company on  September  23, 2004 of his  decision  not to stand for
re-election  to the Company's  Board of Directors  (the "Board") on November 23,
2004.

     At the time of Mr. Evins  notification,  the Board,  effective November 23,
2004,  elected  Michael A.  Woodhouse,  current  President  and Chief  Executive
Officer of the Company, to the position of Chairman.

     A press  release  announcing  these  events  was  issued by the  Company on
September 28, 2004. See Section 7.01 below.

Item 7.01.  Regulation FD Disclosure.

     On  September  28,  2004,  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 its Board has elected its current  President and
Chief Executive  Officer,  Michael A.  Woodhouse,  as its Chairman of the Board,
effective November 23, 2004. The Board of Directors,  effective immediately, has
also  elected  current  Board  member  Robert  V.  Dale as its lead  independent
director.

     On  September  28,  2004,  the  Company  issued a press  release,  which is
furnished  hereto as Exhibit 99.2 and  incorporated by reference as if fully set
forth herein,  reporting  September sales and updating earnings guidance for its
first fiscal quarter of 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 28, 2004
               announcing appointment of Chairman of the Board.

       99.2    Press Release issued by CBRL Group, Inc. dated September 28, 2004
               reporting sales trends and earnings guidance.
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 28, 2004               CBRL GROUP, INC.

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