CRACKER BARREL OLD COUNTRY STORE INC, DEF 14A, 1998-10-28

CRACKER BARREL OLD COUNTRY STORE INC
DEF 14A, 1998-10-28
EATING PLACES

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

CRACKER BARREL OLD COUNTRY STORE, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
________________________________________________________

2) Aggregate number of securities to which transaction applies:

__________________________________________________________________

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):______________________________________________________

4) Proposed maximum aggregate value of transaction:
_________________________________________________________________

5) Total fee paid:____________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

1) Amount Previously Paid: ___________________________________

2) Form, Schedule or Registration Statement No.:________________

3) Filing party:___________________________________

4) Date filed:___________________________________
<PAGE>
Cracker Barrel Old Country Store, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087

Dear Shareholder:

Attached to this letter is the Proxy Statement for this year's
upcoming Annual Meeting which will be held on November 24, 1998 at
10:00 a.m. at the Company's home office at 305 Hartmann Drive,
Lebanon, Tennessee 37087.

At this year's meeting you will have the opportunity to vote on the
election of 13 nominees for the Company's Board of Directors, to
approve the selection of Deloitte & Touche LLP as the Company's
independent auditors, and to consider a proposal submitted by a
shareholder.

In addition, this year we are proposing for your consideration and
approval the formation of a holding company structure for our
Company, the result of which will be to substitute for the Company
a new publicly held corporation, which in turn will be the sole
shareholder of the Company. Your ownership in the Company will be
converted into the same exact ownership in the holding company
through a tax-free merger of the Company, as the surviving
corporation, with and into an acquisition subsidiary of the new
holding company. Following the merger, the Company's name and
business will continue unchanged with the same management and
employees.

All of the terms and conditions of this proposed merger and the
adoption of the Plan of Merger are explained in detail in the Proxy
Statement and Prospectus.

Your Board of Directors has unanimously proposed this action to
allow the Company to take advantage of the greater flexibility this
holding company structure will offer to the Company as it assesses
its future needs and its opportunities for expansion. A holding
company allows corporate diversification and a structure within
which new unrelated businesses may be separated from the Company's
core businesses.

The Board of Directors recommends a vote FOR the Plan of Merger
which requires the affirmative vote of the holders of at least a
majority of the Company's Common Stock issued and outstanding on
September 25, 1998, the record date for the meeting.

Sincerely,

October 23, 1998 Dan W. Evins
Chairman and Chief Executive Officer

<PAGE>
CRACKER BARREL OLD COUNTRY STORE, INC.
305 Hartmann Drive
Lebanon, Tennessee 37087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, NOVEMBER 24, 1998

Notice is hereby given that the Annual Meeting of Shareholders of
Cracker Barrel Old Country Store, Inc. (the "Company") will be held
on Tuesday, November 24, 1998 at 10:00 a.m., local time, at the
offices of the Company, located at 305 Hartmann Drive, Lebanon,
Tennessee for the following purposes:

1. To elect 13 nominees for Director to serve on the Board of
Directors until the next annual meeting of shareholders and until
their successors are duly elected and qualified.

2. To approve the selection of Deloitte & Touche LLP as the
Company's independent auditors for the 1999 fiscal year.

3. To consider and take action on a shareholder proposal requesting
that the Board of Directors implement non-discriminatory policies
relating to sexual orientation.

4. To consider and act upon a proposal for the tax-free
reorganization of the Company into a holding company structure by
the approval of the Plan of Merger, attached to the Proxy Statement
and Prospectus as Appendix A, providing for the merger of CBRL
Acquisition Corp., a wholly-owned subsidiary of CBRL Group, Inc.,
with and into the Company, all as described in the accompanying
Proxy Statement and Prospectus.

5. To transact such other business as may properly be brought before
the meeting or any adjournment of the meeting.

The Board of Directors has fixed the close of business on September
25, 1998, as the record date for the purpose of determining the
shareholders entitled to notice of and to vote at the Annual Meeting
and any adjournment of the meeting.

By Order of the Board of Directors

Lebanon, Tennessee
October 23, 1998 James F. Blackstock, Secretary

YOUR REPRESENTATION AT THE MEETING IS IMPORTANT. TO ENSURE YOUR
REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD.
SHOULD YOU DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN
THE ACCOMPANYING PROXY STATEMENT AND PROSPECTUS AT ANY TIME BEFORE
IT IS VOTED. IF YOU HAVE ANY QUESTIONS OR NEED ANY HELP IN VOTING
YOUR SHARES, PLEASE TELEPHONE JAMES F. BLACKSTOCK, SECRETARY, AT THE
COMPANY, 615.444.5533.
Cracker Barrel Old Country Store, Inc. CBRL Group, Inc.
305 Hartmann Drive 305 Hartmann Drive
Lebanon, Tennessee 37087 Lebanon, Tennessee 37087

PROXY STATEMENT AND PROSPECTUS

___________________________________________________________

This Proxy Statement and Prospectus constitutes the proxy statement
of Cracker Barrel Old Country Store, Inc. (the "Company") with
respect to an Annual Meeting of its Shareholders to be held on
Tuesday, November 24, 1998 and the prospectus of CBRL Group, Inc.
with respect to 62,482,348 shares of common stock, without par value
of CBRL Group, Inc. to be issued in a merger of CBRL Acquisition
Corp. with and into the Company.

____________________________________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

____________________________________________________________

No person is authorized to give any information or to make any
representations other than those contained in this Proxy Statement
and Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by
CBRL Group, Inc. or the Company. This Proxy Statement and
Prospectus does not constitute an offering within any jurisdiction
to any person to whom it is unlawful to make such offer within such
jurisdiction. Neither the delivery of this Proxy Statement and
Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change
in the affairs of CBRL Group, Inc. or the Company since the date
hereof.

The date of this Proxy Statement and Prospectus is October 23, 1998.

AVAILABLE INFORMATION

This Proxy Statement and Prospectus incorporates documents by
reference which are not presented in it or delivered with it. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." These documents
(excluding exhibits unless specifically incorporated in the
documents) are available without charge upon written or oral request
to James F. Blackstock, Vice President, Secretary and General
Counsel, Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive,
Lebanon, Tennessee 37087 (telephone number: 615.444.5533). In order
to ensure timely delivery of the documents, any request should be
made by November 15, 1998.

The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance with the Exchange Act files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at Room
1024 of the Offices of the Commission at 450 Fifth Street, N. W.,
Washington, D.C. 20549, and at the Commission's Regional Offices in
New York (7 World Trade Center, 13th Floor, New York, New York
10048) and Chicago (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511), and copies of
such material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates or can be obtained on-line via the Commission's
Edgar System at www.sec.gov.

The Company's Common Stock is traded in the over-the-counter market
and quoted on the Nasdaq National Market under the symbol "CBRL."
Documents filed by the Company with the Commission can also be
inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are hereby incorporated into this Proxy
Statement and Prospectus by reference:

(a) The Company's Annual Report on Form 10-K for the year ended
August 1, 1997.

(b) The Company's Quarterly Reports on Forms 10-Q for the periods
ended October 31, 1997, January 30, 1998 and May 1, 1998.

(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10, Registration No. 0-7536
filed with the Commission on November 30, 1973.

In addition, all documents subsequently filed with the Commission by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the date the offering is terminated are
incorporated in this document by reference. Any statement contained
in a document incorporated or deemed to be incorporated by reference
in this document shall be deemed to be modified or superseded for
purposes of this Proxy Statement and Prospectus to the extent that
a statement contained in this document (or in any other subsequently
filed document which also is deemed to be incorporated by reference)
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Proxy Statement and Prospectus.

[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3
SUMMARY OF THE PROXY STATEMENT AND PROSPECTUS 6
General 6
Election of Directors 6
Approval of Appointment of Auditors 6
Shareholder Proposal 6
Holding Company Conversion 6
COMPARATIVE MARKET PRICE AND DIVIDEND DATA 8
SELECTED HISTORICAL FINANCIAL DATA 10
MEETING INFORMATION 11
Date, Time and Place 11
Record Date 11
Votes Required 11
Proxies and Revocation of Proxies 12
PROPOSAL 1 -- ELECTION OF DIRECTORS 12
Certain Relationships and Related Transactions 14
Committees and Meetings 14
PROPOSAL 2 -- APPROVAL OF APPOINTMENT OF AUDITORS 15
PROPOSAL 3 -- SHAREHOLDER PROPOSAL 15
The Company's Position 16
PROPOSAL 4 -- FORMATION OF A HOLDING COMPANY 16
General 16
Purpose of Transaction 17
Summary of Agreements 17
Shareholder Vote Required 18
Conditions of the Merger 18
Amendment or Abandonment of the Plan of Merger 18
Conversion of Shares and Exchange of Certificates 19
Accounting Treatment 19
Federal Income Tax Aspects 19
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY AND THE HOLDING COMPANY 20
General 20
Dividends 21
Preemptive Rights 21
Voting Rights 21
Liquidation Rights 21
COMPARISON OF SHAREHOLDER RIGHTS 21
Removal of Directors 21
Amendments to Charter and Bylaws 22
Indemnification and Liability of Directors and Officers 23
Special Shareholders Meetings 23
Certain Extraordinary Corporate Actions 24
INFORMATION CONCERNING THE HOLDING COMPANY 25
General 25
Directors and Executive Officers 25
INFORMATION CONCERNING THE COMPANY 26
General 26
Directors and Officers 26
Security Ownership of Certain Beneficial Owners and Management 26
Report of the Compensation Committee and the Stock Option Committee
of the Board of Directors on Executive Compensation 27
EXPERTS 35
LEGAL MATTERS 35
PROPOSALS OF SHAREHOLDERS 35
ANNUAL REPORT AND FINANCIAL INFORMATION 35
OTHER BUSINESS 35

Appendices

Plan of Merger Appendix A
Charter of CBRL Group, Inc. Appendix A-1
Bylaws of CBRL Group, Inc. Appendix A-2
<PAGE>
SUMMARY OF THE PROXY STATEMENT AND PROSPECTUS

General

This Proxy Statement and Prospectus is furnished in connection with
the solicitation of proxies by the Board of Directors of Cracker
Barrel Old Country Store, Inc. (the "Company") for use at the Annual
Meeting of the Company's shareholders to be held on November 24,
1998 or any adjournment of that meeting for the purposes of electing
a Board of Directors, approving the selection of Deloitte & Touche
LLP as the Company's independent auditors, considering and voting
upon a shareholder proposal and considering and voting upon a
proposal to merge CBRL Acquisition Corp. ("Acquisition Corp.") into
the Company (the "Merger") for the purpose of reorganizing the
Company into a holding company structure.

Election of Directors

The Bylaws of the Company provide that the number of Directors shall
consist of not more than 15 persons. The number of Directors is
currently fixed at 13 directors and the following slate of nominees
is proposed by Management for the 13 Directorships, each to hold
office at least until the next annual meeting of shareholders of the
Company: James C. Bradshaw, Robert V. Dale, Dan W. Evins, Edgar W.
Evins, William D. Heydel, Robert C. Hilton, Charles E. Jones, Jr.,
Charles T. Lowe, Jr., B.F. Lowery, Ronald N. Magruder, Gordon L.
Miller, Martha M. Mitchell and Jimmie D. White. See "PROPOSAL 1 --
ELECTION OF DIRECTORS."

Approval of Appointment of Auditors

The Board of Directors has selected and appointed Deloitte & Touche
LLP as independent auditors of the Company for the 1999 fiscal year,
subject to shareholder approval. See "PROPOSAL 2 -- APPROVAL OF
APPOINTMENT OF AUDITORS."

Shareholder Proposal

The New York City Employees' Retirement System, New York, New York
has stated that it is the beneficial owner of 415,100 shares of
Company Common Stock, as defined below, and that it intends to
present a proposal to the shareholders at the Annual Meeting
requesting that the Board of Directors of the Company implement
non-discriminatory policies relating to sexual orientation and add
explicit prohibitions against such discrimination to its corporate
employment policy statement. See "PROPOSAL 3 -- SHAREHOLDER
PROPOSAL."

Holding Company Conversion

The Company's Board of Directors has determined that, due to the
greater business flexibility of a corporation holding company
structure, it is desirable for the Company to become a wholly-owned
subsidiary of a holding company. Accordingly, the Board directed
the formation of a wholly-owned subsidiary, CBRL Group, Inc., which
will become, as a result of the Merger, the "Holding Company." The
Holding Company has organized Acquisition Corp. as its wholly-owned
subsidiary. The Board also has adopted the Plan of Merger and
directed that it be presented to the shareholders for their approval
to accomplish the holding company conversion. In addition, all
appropriate corporate action has been taken by the Holding Company
and Acquisition Corp. to approve the Plan of Merger.
The purpose of the Merger is to create a holding company structure
within which the Company's business will be conducted as a
wholly-owned subsidiary of the Holding Company. At the effective
date of the Merger, each one $0.50 par value share of Company Common
Stock ("Company Common Stock") will be converted by operation of law
into one share of $0.01 par value Common Stock of the Holding
Company ("Holding Company Common Stock"). All shareholders of the
Company will become shareholders of the Holding Company and will
retain the same percentage of ownership of Holding Company Common
Stock as each shareholder held of the Company's Common Stock.
Following the Merger, all of the Company's option holders will hold
the same number of options to purchase Holding Company Common Stock,
on the same terms and conditions, as those holders held to purchase
Company Common Stock. The surviving company in the Merger, which
will be the Company, will thereafter be the wholly-owned subsidiary
of the Holding Company, and the former shareholders of the Company
will become the shareholders of the Holding Company. Following the
Merger, the Company's business will continue unchanged under the
name Cracker Barrel Old Country Store, Inc. with the same management
and employees. No federal or state regulatory requirements must be
complied with nor must the Company obtain any approvals, other than
shareholder approval of the Merger, in connection with the
conversion of the Company into a holding company structure. For a
more detailed description of the Merger, see the section entitled
"PROPOSAL 4 -- FORMATION OF A HOLDING COMPANY."

Cracker Barrel Old Country Store, Inc. Cracker Barrel Old Country
Store, Inc. is a Tennessee corporation which was incorporated in
1969 and has been in continuous operation since that time. The
Company and its subsidiaries are engaged in restaurant and retail
operations in 35 states under the name Cracker Barrel Old Country
Store. In Spring 1998, the Company purchased and is now operating
and developing a new concept restaurant and retail operation under
the name Carmine Giardini's. The Company's Common Stock is traded
over-the-counter and quoted on the Nasdaq National Market under the
symbol "CBRL." The Company's executive offices are located at 305
Hartmann Drive, Lebanon, Tennessee 37087, and its telephone number
is 615.444.5533.

CBRL Group, Inc. and CBRL Acquisition Corp. The Holding Company is
a Tennessee corporation and wholly-owned subsidiary of the Company
which was organized on August 7, 1998. CBRL Acquisition Corp. is a
Tennessee corporation also organized in August, 1998 to facilitate
the corporate reorganization of the Company by establishing it as a
subsidiary of the Holding Company. The Holding Company is the sole
shareholder of Acquisition Corp. Neither the Holding Company nor
Acquisition Corp. has conducted any business, and, until the Merger
becomes effective, neither will conduct any business. The Holding
Company's executive offices are located at 305 Hartmann Drive,
Lebanon, Tennessee 37087, and its telephone number is 615.444.5533.

Effect of the Merger. After the Merger becomes effective, the
Holding Company's principal business will be ownership of 100% of
the outstanding capital stock of the Company, which will be the
surviving corporation in the Merger. Also on the effective date of
the Merger, the shareholders of the Company, by reason of the
Merger, will receive one share of Holding Company Common Stock for
each share of Company Common Stock. In addition, following
consummation of the Merger, the Holding Company Common Stock will be
traded over-the-counter and quoted on the Nasdaq National Market
under the same symbol, "CBRL," as the Company used prior to the
Merger.

Plan of Merger. Pursuant to the Plan of Merger, on the effective
date of the Merger, Acquisition Corp. will be merged with and into
the Company with the Company surviving. Each share of the Company's
outstanding Common Stock will, by operation of law, be converted
into one share of Holding Company Common Stock, and the
shareholders, and their percentage ownership, of the Holding Company
immediately after the Merger becomes effective will be identical to
the shareholders, and their percentage ownership, of the Company
immediately before the Merger becomes effective. The Plan of Merger
also provides that the stock option holders under the Company's
three stock option plans will hold the same number of options to
purchase Holding Company Common Stock, on the same terms and
conditions, as those option holders held to purchase Company Common
Stock. If the shareholders approve the Merger, it is anticipated
that the Merger will become effective by December 31, 1998.
Following the Merger, the Company's business will continue unchanged
with the present management and employees. Pursuant to Tennessee
corporate law, shareholders of the Company will not have dissenters'
rights of appraisal in this transaction.

The affirmative vote of the holders of a majority of Company Common
Stock, or 31,216,366 shares, is necessary to approve the Plan of
Merger.

Certain Federal Income Tax Consequences. The Merger transaction has
been structured as a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and will not be consummated in any
form that would not be tax free to the Company's shareholders. See
"PROPOSAL 4 -- FORMATION OF A HOLDING COMPANY -- FEDERAL INCOME TAX
ASPECTS."

Conditions to the Merger. The Plan of Merger contains a number of
conditions precedent which must be satisfied in order to effect the
Merger. Among these are (i) the Merger must be approved by at least
a majority of the Company's shareholders; (ii) at or prior to the
effective date of the Merger, the Company must be confident that for
Federal income tax purposes the Merger will constitute a tax-free
reorganization under the Internal Revenue Code of 1986, as amended;
and (iii) there is no court order in effect enjoining or preventing
consummation of the Merger that has a reasonable likelihood of being
successfully prosecuted or if successfully prosecuted would
materially or adversely affect the benefits intended for the
shareholders under the Plan of Merger.

Termination of the Plan of Merger. The Plan of Merger may be
terminated or abandoned prior to the closing of the Merger: (i) by
mutual consent of the Company and the Holding Company; (ii) by
written notice from any party to the other parties in the Merger
authorized by the Board of Directors of the party giving such
notice, if any of the other parties shall have breached in any
material respect any of the obligations under the Plan of Merger and
such breach has not been cured; or (iii) by written notice by the
Company to the other parties, authorized by the Board of Directors,
if the closing shall not have occurred by December 31, 2000.

COMPARATIVE MARKET PRICE AND DIVIDEND DATA

The Company's Common Stock is traded in the over-the-counter market
and quoted on the Nasdaq National Market. The following table sets
forth (in per share amounts), for the quarterly periods indicated,
the high and low closing sales prices of the Company's Common Stock,
and the dividends declared during each quarterly period.

<TABLE>

<CAPTION>
Dividends
High Low Declared
<S> <C> <C> <C>
Year Ended August 2, 1996:
First Quarter $21.50 $17.38 $.005
Second Quarter $19.25 $15.75 $.005
Third Quarter $24.88 $17.88 $.005
Fourth Quarter $27.38 $19.38 $.005

Year Ended August 1, 1997:
First Quarter $25.63 $19.63 $.005
Second Quarter $28.38 $19.88 $.005
Third Quarter $29.25 $24.88 $.005
Fourth Quarter $29.88 $23.75 $.005

Year Ended July 31, 1998:
First Quarter $33.13 $27.50 $.005
Second Quarter $35.63 $29.19 $.005
Third Quarter $43.00 $34.19 $.005
Fourth Quarter $36.38 $26.00 $.005

</TABLE>

The high and low sales price per share of the Company's stock was
$27.69 and $26.63, respectively, on August 27, 1998, the date
preceding the public announcement of the proposed holding company
conversion.

Prior to the Merger, Acquisition Corp. was a wholly-owned subsidiary
of the Holding Company, which in turn is a wholly-owned subsidiary
of the Company. Neither the Holding Company nor Acquisition Corp.
is an operating company, neither has a trading market and both were
formed for the sole purpose of facilitating the Company's conversion
to a holding company structure. See "PROPOSAL 4 -- FORMATION OF A
HOLDING COMPANY."

[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth selected historical consolidated
financial data of the Company.

The selected consolidated financial information as of July 29, 1994,
July 28, 1995, August 2, 1996 and August 1, 1997 has been derived
from the audited consolidated financial statements of the Company.
The selected consolidated financial information as of July 31, 1998
has been derived from the unaudited consolidated financial
statements of the Company. The following should be read in
conjunction with "Management's Discussion and Analysis of the
Financial Condition and Results of Operations" and the consolidated
financial statements, including the notes, thereto, incorporated by
reference in this Proxy Statement and Prospectus.

Cracker Barrel Old Country Store, Inc.
Summary Of Selected Consolidated Financial Data
<CAPTION>

Fiscal Year Ended

July 29, July 28, August 2, August 1, July 31,
1994 1995 1996 1997 1998
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net revenue $640,899 $783,093 $943,287 $1,123,851 $1,317,104
Income before income taxes and
cumulative effect of accounting changes 90,568 105,333 102,380 137,457 164,730
Income before cumulative effect of
accounting changes 56,959 66,043 63,515 86,598 104,136
Net income $ 57,947 $ 66,043 $ 63,515 $ 86,598 $ 104,136
Earnings per share:
Before cumulative effect of
accounting changes:
Basic $ .95 $ 1.10 $ 1.05 $ 1.42 $ 1.68
Diluted $ .94 $ 1.09 $ 1.04 $ 1.41 $ 1.65
Net income:
Basic $ .97 $ 1.10 $ 1.05 $ 1.42 $ 1.68
Diluted $ .96 $ 1.09 $ 1.04 $ 1.41 $ 1.65
Weighted average shares:
Basic 59,749 59,986 60,352 60,824 61,832
Diluted 60,601 60,554 60,811 61,456 63,028
Balance sheet data:
Working capital $ 60,721 $ 43,600 $ 23,289 $ 60,654 $ 60,804
Total assets 530,064 604,515 676,379 828,705 992,108
Long-term liabilities 33,060 31,666 27,011 79,516 61,002
Total shareholders' equity 429,846 496,083 566,221 660,432 803,374

</TABLE>

Other Data:

Book value per share as of July 31, 1998: $12.86
Market value per share on July 31, 1998: $30.25<PAGE>

MEETING INFORMATION

This Proxy Statement and Prospectus is being furnished to holders of
Company Common Stock in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the Annual
Meeting to consider and vote upon: (i) the election of 13
directors; (ii) the approval of the appointment of auditors; (iii)
a shareholder proposal regarding non-discriminatory employment
policies; (iv) approval of a Plan of Merger associated with the
formation of a holding company and (v) such other business as may
properly come before the Annual Meeting or any adjournment of the
meeting. Each copy of this Proxy Statement and Prospectus mailed to
the shareholders of the Company is accompanied by a form of proxy
for use at the Annual Meeting.

This Proxy Statement and Prospectus is also furnished to the
shareholders of the Company as a prospectus in connection with the
issuance of shares of Holding Company Common Stock to the Company's
shareholders upon consummation of the Merger in accordance with the
Plan of Merger. This Proxy Statement and Prospectus, the attached
notice and the enclosed form of proxy are first being mailed to
shareholders of the Company on or about October 23, 1998.

Date, Time and Place

The Annual Meeting will be held at the offices of the Company, 305
Hartmann Drive, Lebanon, Tennessee at 10:00 a.m. local time on
November 24, 1998.

Record Date

Each of the 62,432,731 shares of Company Common Stock, $0.50 par
value per share, outstanding on September 25, 1998, the record date
for the meeting (the "Record Date"), is entitled to one vote on all
matters coming before the meeting. Only shareholders of record on
the books of the Company at the close of business on September 25,
1998 will be entitled to vote at the meeting, either in person or by
proxy.

Votes Required

As of the Record Date, there were 62,432,731 shares of Company
Common Stock outstanding. Directors shall be elected by a plurality
of the votes cast in the election by the holders of Company Common
Stock represented and entitled to vote at the Annual Meeting if a
quorum is present. Assuming the existence of a quorum, every other
proposal submitted to the shareholders shall be approved if the
votes cast favoring the proposal exceed votes cast opposing it.
Abstentions will be counted as present for purposes of determining
the existence of a quorum and for determining the total number of
votes cast. Abstentions are disregarded in determining if a
director receives a plurality of the votes cast or whether votes
cast for a proposal exceed votes cast against it. Broker non-votes
are disregarded for the purpose of determining the total number of
votes cast with respect to a proposal.

Proxies and Revocation of Proxies

The shares represented by all properly executed proxies that are
sent to the Company will be voted as designated and each proxy not
designated will be voted: "FOR" all of the directors nominated,
"FOR" the approval of Deloitte & Touche LLP as the Company's
auditors for the 1999 fiscal year, "AGAINST" the shareholder
proposal and "FOR" the proposed Plan of Merger.

The cost of solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling and
mailing this Proxy Statement and Prospectus. The solicitation will
be made by mail, and may also be made by the Company's officers or
employees personally or by telephone or telegram. No officers or
employees of the Company will receive additional compensation for
soliciting proxies. The Company may reimburse brokers, custodians
and nominees for their expenses in sending proxies and proxy
material to beneficial owners. The Company retains Corporate
Communications, Inc., 523 Third Avenue South, Nashville, Tennessee
to assist in the management of the Company's investor relations and
other shareholder communications issues. As part of its duties,
Corporate Communications, Inc. may assist in the solicitation of
proxies. Corporate Communications, Inc. receives a fee of
approximately $2,000 per month, plus reimbursement of out-of-pocket
expenses.

As it has done previously, the Company will continue to employ an
independent tabulator to receive and tabulate the proxies, and
independent inspectors of election to certify the results. The
Company will also continue its practice of holding the votes of all
shareholders in confidence from Company directors, officers and
employees, except (i) to allow the independent inspectors of
election to certify the results of the vote, (ii) as necessary to
meet applicable legal requirements and to assert or defend claims
for or against the Company, (iii) in case of a contested proxy
solicitation, or (iv) when a shareholder makes a written comment on
the proxy card or otherwise communicates his or her vote to
management.

A shareholder of record who signs and returns a proxy in the
accompanying form may revoke the proxy at any time before the
designated proxy holder votes, by attending the Annual Meeting and
choosing to vote in person, by filing with the Secretary of the
Company a written revocation or by duly executing a written proxy
bearing a later date. Unless duly revoked, the shares represented
by the proxy will be voted at the Annual Meeting.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's Bylaws provide that the Board of Directors shall
consist of not more than 15 persons. The Board of Directors has
established the board size at 13 directors. Accordingly, proxies
cannot be voted for more than 13 nominees. The terms of all present
directors will expire upon the election of new directors at the
Annual Meeting. The Board of Directors proposes the election of the
nominees listed below to serve until the next Annual Meeting and
until their successors are duly elected and qualified and have
commenced serving. All of the nominees are presently directors of
the Company and were elected at the Annual Meeting held on November
25, 1997. Unless contrary written instructions are received, it is
intended that the shares represented by proxies solicited by the
Board of Directors will be voted in favor of the election of all
named nominees as directors. If for any reason any nominee is unable
to serve, the persons named in the proxy have advised that they will
vote for a substitute nominee as proposed by the Company's Board of
Directors. Each nominee has consented to act as a director, if
elected, and the Board of Directors has no reason to expect that any
nominee will fail to be a candidate at the meeting. Therefore, it
does not at this time have any substitute nominees under
consideration. The information relating to the 13 nominees set forth
below has been furnished to the Company by the named individuals.

Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at the Annual Meeting. The
Board of Directors recommends that shareholders vote "FOR" the
nominees listed below. Proxies, unless they contain contrary
written instructions, will be voted "FOR" the listed nominees.

Name, Age, Position with the First Became
Company a Director Business Experience During the Past Five Years
<S> <C> <C>
James C. Bradshaw, 67 1970 Practicing physician, Lebanon, Tennessee
Director

Robert V. Dale, 61 1986 Retired President of Windy Hill Pet Food Company,
Director Nashville, Tennessee from March 1995 until the
sale of the company in July 1998; Partner in PFB
Partnership, Nashville, Tennessee from August 1994
to March 1995; President of Martha
White Foods, Inc., Nashville, Tennessee
from October 1985 to August 1994

Dan W. Evins, 63 1970 Chairman and Chief Executive Officer of the
Director, Chairman and Company; President, Chairman and CEO of the
Chief Executive Officer (1) Company from 1970 until August 1995; Member of Board
of Directors of Clayton Homes, Inc.

Edgar W. Evins, 66 1970 Retired in June 1987; President, DeKalb County Bank
Director (1) and Trust Company, Alexandria, Tennessee
from 1958 until June 1987

William D. Heydel, 69 1970 Retired in 1987; for the previous five years,
Director Tennessee manager of American Family Life
Assurance Company, Nashville, Tennessee

Robert C. Hilton, 61 1981 Chairman, President and CEO of Home Technology
Director Healthcare, Inc., Nashville, Tennessee since
October 1991

Charles E. Jones, Jr., 53 1981 President, Corporate Communications, Inc., an
Director investor/shareholder communications
and public relations firm, Nashville, Tennessee

Charles T. Lowe, Jr., 66 1970 Property developer and investor; owner and principal
Director in privately-held yacht construction and sales
companies and warehouse company; Retired in 1993
as President of Travel World, Inc., a
travel agency, Lebanon, Tennessee

B. F. Lowery, 61 1971 Attorney; President and Chairman, LoJac Companies,
Director asphalt paving, highway construction and building
materials supplier and contractor, Lebanon, Tennessee

Ronald N. Magruder, 51 1995 President and Chief Operating Officer of the
Director, President and Company since August 1995; Vice-Chairman of
Chief Operating Officer Darden Restaurants from December 1994 to August
1995; Executive Vice President, General Mills
Restaurants and President of Olive Garden
from 1987 to 1994

Gordon L. Miller, 64 1974 Dentist, Lebanon, Tennessee
Director

Martha M. Mitchell, 58 1993 Senior Vice President (since January 1987) and
Director Partner (since January 1993) of Fleishman-Hillard,
Inc., an international communications consulting
and public relations firm, St. Louis, Missouri

Jimmie D. White, 57 1993 Retired on December 11, 1995; Senior Vice President
Director -Finance and Chief Financial Officer of the Company
from 1985 to 1995
<FN>
(1) Dan W. Evins and Edgar W. Evins are brothers.</FN>

</TABLE>

<PAGE>
Certain Relationships and Related Transactions

The Company leases its stores in Clarksville, Tennessee and Macon,
Georgia from B. F. Lowery, a director of the Company. Under the
terms of an August 1981 agreement, Mr. Lowery purchased the land,
constructed the restaurant buildings and facilities to the Company's
specifications and leased the stores to the Company for a 15-year
term. The annual rent for the Macon store is the greater of (i) 12%
of the total initial cost of the land, buildings and improvements,
or (ii) 5% of the total restaurant sales plus 3% of the gift shop
sales. The annual rent for the Clarksville store is the greater of
(i) 12% of the total initial cost of the land, building and
improvements, or (ii) 5% of the total restaurant sales plus 3% of
the gift shop sales, if the total of those percentages exceeds
$65,000. Taxes, insurance and maintenance are paid by the Company.
The Company has options to extend the Clarksville lease for up to 10
years and the Macon lease for up to 20 years. The current term of
the Clarksville lease expires September 7, 2003 with one ten-year
option remaining. The current Macon lease expires on June 1, 2001
with two ten-year options remaining. During the fiscal year ended
July 31, 1998, the Company paid a total of $364,821 in lease
payments to Mr. Lowery. During the fiscal year ended July 31, 1998,
the Company paid $37,500 as a retainer to Mr. Lowery for corporate
legal services.

The Company uses the services of Corporate Communications, Inc., a
financial public relations firm in Nashville, Tennessee, of which
Charles E. Jones, Jr., a director of the Company, is president and
the major shareholder. During the past fiscal year, the Company paid
$24,000 to Corporate Communications, Inc. for services and $422,137
for reimbursement of direct expenses including preparation,
distribution and design of the Company's annual report, proxy
materials, and quarterly reports.

The foregoing transactions were negotiated by the Company on an
arms-length basis, and management believes that these transactions
are fair and reasonable and on terms no less favorable than those
which could be obtained from unaffiliated parties.

Committees and Meetings

During the fiscal year ended July 31, 1998, the Board of Directors
held five meetings. No incumbent director attended fewer than 75%
of the total of all meetings of the Board and all committees on
which he or she served in fiscal 1998.

Pursuant to Article II, Section 6 of the Company's Bylaws, the
Board of Directors may appoint, from its own membership, an
Executive Committee consisting of the Chairman of the Board and a
minimum of three other members. The Board may determine the powers
and duties of the Executive Committee which may include "all the
duties and powers of the Board of Directors except those expressly
proscribed by statute," and the committee is subject to the general
discretion, approval and control of the Board of Directors.

The Executive Committee is currently composed of James C. Bradshaw,
Robert V. Dale, Dan W. Evins, Charles E. Jones, Jr., B.F. Lowery,
Ronald N. Magruder and Martha M. Mitchell. Generally, the Executive
Committee meets at the call of the Chairman of the Board, and it can
be expected that the Committee will meet from time to time during
any fiscal year of the Company when the timing of, or need for
confidentiality with respect to, certain actions contemplated by the
Company make it appropriate to convene the Executive Committee,
rather than the entire Board of Directors. The Executive Committee
met three times during the fiscal year ended July 31, 1998.

The Stock Option Committee is currently composed of James C.
Bradshaw, William D. Heydel, Chairman, and Martha M. Mitchell. This
committee, which met once during the fiscal year ended July 31,
1998, is responsible for the administration of the Company's
Incentive Stock Option Plan of 1982, its 1987 Stock Option Plan and
its Amended and Restated Stock Option Plan.

The Audit Committee is currently composed of Edgar W. Evins, Robert
C. Hilton, Chairman, Gordon L. Miller and Jimmie D. White. This
committee, which met two times during the fiscal year ended July 31,
1998, reviews the Company's internal accounting controls and
systems, the results of the Company's annual audit and the Company's
accounting policies and any change in those policies.

The Compensation Committee is currently composed of Robert V. Dale,
Chairman, Edgar W. Evins, William D. Heydel and Robert C. Hilton.
This committee, which met once during the fiscal year ended July 31,
1998, reviews and recommends to the Board of Directors the salaries,
bonuses and other cash compensation of the executive officers of the
Company.

The Nominating Committee is currently composed of Robert V. Dale,
Chairman, Robert C. Hilton, B.F. Lowery, Charles E. Jones, Jr.,
Charles T. Lowe, Jr., Dan W. Evins and Ronald N. Magruder. The
Nominating Committee meets once and reviews director nominees and
makes recommendations to the Board of Directors prior to each Annual
Meeting of shareholders. The Nominating Committee will consider
nominees recommended in writing by shareholders who submit director
nominations to the Company prior to the deadline for shareholder
proposals as further described under "Proposals of Shareholders"
later in this document.

The Ad Hoc Committee is currently composed of Robert V. Dale, Dan W.
Evins, Chairman, Edgar W. Evins, Robert C. Hilton, Charles E. Jones,
Jr., B.F. Lowery, Ronald N. Magruder and Martha M. Mitchell. This
committee, which met two times during the fiscal year end July 31,
1998, meets to discuss long term corporate strategy or to work on
special projects at the request of the Chairman of the Board from
time to time during the year.

The Company pays to each of its outside directors an annual retainer
of $20,000 plus $1,000 as a director's fee for each Board meeting
attended. Outside directors who are members of the Executive
Committee, Audit Committee, Compensation Committee and Stock Option
Committee receive a fee of $1,000 for each committee meeting
attended. The chairperson of these committees receives an
additional fee of $200 for each committee meeting attended. All
outside directors are reimbursed by the Company for out-of-pocket
expenses incurred in connection with attendance at meetings. No
director's fees are paid to directors who are also employees of the
Company.

PROPOSAL 2 -- APPROVAL OF APPOINTMENT OF AUDITORS

The Board of Directors has selected and appointed Deloitte & Touche
LLP as independent auditors of the Company for the 1999 fiscal year,
subject to shareholder approval. Deloitte & Touche LLP has served
as the Company's independent auditors since the fiscal year ended
July 31, 1973. A representative of Deloitte & Touche LLP is
expected to be present at the Annual Meeting with the opportunity to
make a statement, if the representative desires, and to be available
to respond to appropriate questions.

For adoption of this proposal, the votes cast favoring the proposal
must exceed the votes cast opposing it. The Board of Directors
recommends that shareholders vote "FOR" the proposal. Proxies,
unless they contain contrary written instructions, will be voted
"FOR" the proposal.

PROPOSAL 3 -- SHAREHOLDER PROPOSAL

The New York City Employees' Retirement System, Office of the
Comptroller, 1 Centre Street, New York, New York 10007, has stated
that it is the beneficial owner of 415,100 shares of Company Common
Stock and has informed the Company that it intends to present the
following proposal at the Annual Meeting:

WHEREAS, in February, 1991 the management of Cracker Barrel Old
Country Store restaurants announced a policy of discrimination in
employment against gay men and lesbians; and,

WHEREAS, although Cracker Barrel management asserts that this
discrimination policy has been rescinded, the Company has refused to
rehire fired workers and media reports have indicated that gay and
lesbian workers continue to be dismissed on the basis of their
sexual orientation; and,

WHEREAS, employment discrimination on the basis of sexual
orientation may deprive corporations of the services of productive
employees, leading to less efficient corporate operations which in
turn can have a negative impact on shareholder value;

RESOLVED, shareholders request the Board of Directors to implement
non-discriminatory policies relating to sexual orientation and to
add explicit prohibitions against such discrimination to its
corporate employment policy statement.

For adoption of the proposal, the votes cast favoring it must exceed
the votes cast opposing it. The Board of Directors recommends a
vote "AGAINST" this proposal for the reasons cited below. Proxies,
unless they contain contrary written instructions, will be voted
"AGAINST."

The Company's Position

The Company currently complies with all applicable local, state and
federal employment laws and adheres to equal opportunity hiring
policies which require that the Company hire employees without
regard to race, color, creed, age or gender. In addition, the
Company desires to hire the broadest range of qualified and capable
employees for all positions within the Company. Because the Company
already adheres to such a broad policy and because it rescinded
several years ago any policies which may have been regarded as
discriminatory, the Board of Directors does not believe that a
specific non-discrimination policy relating to sexual orientation is
appropriate or necessary.

The Board of Directors for these reasons recommends a vote "AGAINST"
this shareholder proposal.

PROPOSAL 4 -- FORMATION OF A HOLDING COMPANY

General

At the Annual Meeting to be held on November 24, 1998, the
shareholders of the Company will be asked to adopt a resolution
approving the Plan of Merger under which Acquisition Corp. will be
merged with and into the Company. Completion of the Merger will
have the result of reorganizing the Company into a holding company
structure. Subsequent to the consummation of the Merger, CBRL
Group, Inc. will become a holding company and the parent of the
Company. Prior to the Merger, the Holding Company was formed as a
wholly-owned subsidiary of the Company. Acquisition Corp. is a
wholly-owned subsidiary of the Holding Company incorporated for the
sole purpose of facilitating the conversion to a holding company
structure. Pursuant to the proposed reverse triangular merger form
of transaction, at the effective date of the Merger of Acquisition
Corp. into the Company, the surviving company will be conducted as
a wholly-owned subsidiary of the Holding Company. As a result of
the Merger, the shares of Company Common Stock currently held by the
Company's shareholders will be converted by virtue of the Merger
into shares of Holding Company Common Stock. All shareholders of
the Company will thereby become shareholders of the Holding Company
and will retain the same percentage of ownership of Holding Company
Common Stock as each shareholder had in Company Common Stock.
Holders of stock options to purchase Company Common Stock will
retain options to purchase the same amount of Holding Company Common
Stock. Following the Merger, the Company's business will continue
unchanged under the name "Cracker Barrel Old Country Store, Inc."
with the same management and employees. Also at the effective date
of the Merger, the Holding Company will own all of the outstanding
common stock of the Company and the Holding Company Common Stock
will be the stock traded over-the-counter and quoted on the Nasdaq
National Market. The Holding Company Common Stock will be traded
under the same trading symbol, CBRL, as the Company Common Stock was
previously traded. After the Merger, Acquisition Corp. will cease
to exist as a legal entity.

Pursuant to Tennessee corporate law, the shareholders of the Company
do not possess dissenters' rights of appraisal in the vote on the
Merger because the Company's shares are traded on the Nasdaq
National Market.

The Board of Directors has determined the advisability of the
adoption of the Plan of Merger and recommends a vote "FOR" the
proposal. Proxies, unless they contain contrary written
instructions, will be voted "FOR" the proposal.

Purpose of Transaction

In recent years, many corporations have reorganized their corporate
structure to that of a holding company due to the business
advantages of such a corporate arrangement. The Board of Directors
of the Company has determined that a holding company structure is in
the best interests of the Company. By allowing for clear
delineation between several operating businesses, a holding company
structure will afford greater flexibility in carrying on the
Company's business activities and in responding effectively to
future needs and opportunities to expand the Company. It will
provide an opportunity for diversification, either through
newly-formed subsidiaries or by acquisition of established
companies. It will permit the Holding Company to own other
subsidiaries unrelated to the Company in a structure that protects
the Company from some of the risks or liabilities associated with a
new or acquired company. In addition, the Holding Company's charter
and bylaws will take advantage of certain provisions of Tennessee
corporate law that may have the effect of preventing an unwanted
takeover of the Company. See "COMPARISON OF SHAREHOLDER RIGHTS."

Summary of Agreements

This summary of the agreements associated with the holding company
conversion is materially complete, but shareholders are encouraged
to read the agreements in their entirety for more comprehensive
information regarding the conversion, Merger and related
transactions. A copy of the Plan of Merger is attached as Appendix
A to this Proxy Statement and Prospectus and is incorporated in this
document by reference. Appendices A-1 and A-2 contain the charter
and bylaws of the Holding Company. The charter of the surviving
corporation in the Merger shall be the current charter of the
Company.

The Company, Acquisition Corp. and the Holding Company have entered
into the Plan of Merger which sets forth the terms of the Company's
conversion to a holding company structure. Under the Plan of
Merger, Acquisition Corp. will be merged with and into the Company.
Upon consummation of the Merger, each outstanding share of $0.50 par
value Company Common Stock will by operation of law be converted
into one share of $0.01 par value Holding Company Common Stock.
Consequently, the shareholders of the Company and their respective
share holdings, as a percentage of ownership, immediately prior to
the consummation of the Merger will be identical to those of the
Holding Company immediately after consummation of the Merger. A
maximum of 62,432,731 shares of Holding Company Common Stock will be
issued pursuant to the Merger. See "DESCRIPTION OF COMMON STOCK OF
THE COMPANY AND THE HOLDING COMPANY." In addition, see "COMPARISON
OF SHAREHOLDER RIGHTS" for a discussion of the rights of
shareholders of the Company as compared to shareholders of the
Holding Company.

As of the effective date of the Merger, Acquisition Corp. will cease
to exist as a legal entity, and the corporate identities and
business of both the Company and Acquisition Corp. will be combined.
Because the Company will be the surviving company after the Merger,
the business and all other aspects of the Company will be identical
to that of the Company prior to the Merger and will continue to be
conducted under the name "Cracker Barrel Old Country Store, Inc."
with the same officers, offices, properties and personnel.

Shareholder Vote Required

The affirmative vote of the holders of a majority of Company Common
Stock, or 62,432,731 shares, issued and outstanding on the Record
Date is required to approve the Plan of Merger. The Merger will
convert the Company into a holding company structure through the
statutory Merger of Acquisition Corp. with and into the Company.
The Company will thereafter be a wholly-owned subsidiary of the
Holding Company.

Conditions of the Merger

Under the Plan of Merger, the consummation of the Merger is
conditioned, among other things, upon the following:

(a) The Plan of Merger must be duly adopted and approved by the
affirmative vote of the holders of at least a majority of the
outstanding shares of Company Common Stock entitled to vote on the
proposal.

(b) The shares of Holding Company Common Stock into which the shares
of Company Common Stock will be converted upon the consummation of
the Merger must be validly issued and outstanding, fully paid and
non-assessable.

(c) The conversion must be a tax-free reorganization so that no gain
or loss will be recognized by the shareholders of the Company upon
the conversion of shares of the Company into shares of the Holding
Company pursuant to the Merger.

Consummation of the Merger is also subject to the accuracy in all
material respects of various representations and warranties of the
Company, the Holding Company and Acquisition Corp. with respect to
their financial condition and other matters, and the completion by
the parties of various other requirements.

Amendment or Abandonment of the Plan of Merger

The Plan of Merger may be amended only by written agreement of all
the parties to it. The Plan of Merger provides that the Company,
the Holding Company and Acquisition Corp. may amend the Plan of
Merger, by action of their Boards of Directors, either before or
after the shareholders of the Company have adopted the Plan of
Merger, in order to facilitate the Merger or to comply with any
applicable law or order of any court, public agency or authority.
However, no such amendment may change, to the detriment of the
Company's shareholders, the ratio set forth in the Plan of Merger
for converting Company Common Stock into Holding Company Common
Stock.

The Plan of Merger will terminate and become void and of no effect,
despite prior approval by the shareholders of the Company, if the
Company, the Holding Company and the Acquisition Corp. Boards of
Directors all adopt resolutions prior to the consummation of the
Merger stating that it is not advisable under then existing
circumstances to effectuate the Merger.

Conversion of Shares

Upon consummation of the Merger, each outstanding share of Company
Common Stock will automatically be converted, by operation of law,
into one share of Holding Company Common Stock. After the Merger is
effected, Company shareholders will become Holding Company
shareholders. The shareholders may be asked to return their
certificates for Company Common Stock to the Holding Company's stock
transfer agent (the "Stock Transfer Agent") in order to receive
certificates representing Holding Company Common Stock in exchange.
However, due to the expense involved in an exchange of stock
certificates, the Company may not undertake an exchange of stock
certificates at the consummation of the holding company conversion,
but only replace certificates with Holding Company stock
certificates as transfers are made in the ordinary course.
Shareholders of the Company are requested not to take any action
with respect to their stock certificates unless and until directed
to do so by the Holding Company.

Accounting Treatment

The Merger, if completed as proposed, will be a corporate
reorganization whereby the Holding Company will record the financial
statements of the Company at the Company's historical cost basis in
a manner similar to a pooling of interests.

Federal Income Tax Aspects

The Merger of Acquisition Corp. into the Company and the resulting
conversion of Company Common Stock into Holding Company Common Stock
will, for federal tax purposes, result in the following tax effects:

1. The proposed statutory Merger will qualify as a tax-free
reorganization within the meaning of Section 368(a)(1)(A) and
Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Company, Acquisition Corp. and the
Holding Company will each be a party to the reorganization within
the meaning of Section 368(b) of the Code.

2. No gain or loss will be recognized by the Company upon the
transfer of substantially all of the assets of Acquisition Corp. in
exchange for the Holding Company Common Stock, and the assumption of
all of Acquisition Corp.'s liabilities by the Company.

3. No gain or loss will be recognized by either the Holding Company
or Acquisition Corp. upon the acquisition by the Company of
substantially all of the assets of Acquisition Corp. upon the
conversion of Company Common Stock into Holding Company Common
Stock.

4. The basis of the assets of Acquisition Corp. acquired by the
Company will be the same in the hands of the Company as the basis of
such assets in the hands of Acquisition Corp. immediately prior to
the Merger. The holding periods of the assets of Acquisition Corp.
received by the Company will include the periods for which those
assets were held by Acquisition Corp.

5. No gain or loss will be recognized by the shareholders of the
Company upon the conversion of Company Common Stock into Holding
Company Common Stock.

6. The federal income tax basis of the shares of the Holding Company
Common Stock received by the shareholders of the Company will be the
same as the basis of the Company Common Stock surrendered.

7. The Company shall take into account as of the date of the
proposed Merger (as defined in Section 1.381(b)-1(b) of the
Regulations promulgated under Code Section 381), the items described
in Section 381(c) of the Code subject to the conditions and
limitations of Sections 381, 382, 383 and 384 of the Internal
Revenue Code of 1986 and the regulations thereunder.

The Plan of Merger provides that any of the parties may terminate
the Plan of Merger prior to the consummation of the Merger if the
tax-free nature of the conversion will not occur or is threatened.

DESCRIPTION OF CAPITAL STOCK OF THE COMPANY AND THE HOLDING COMPANY

General

The Company's capital stock consists of 150 million shares of
common stock, par value $0.50 per share ("Company Common Stock"), of
which 62,432,731 shares are outstanding as of the Record Date. The
Holding Company's capital stock consists of 500 million shares, of
which 400 million shares are classified and designated as $0.01 par
value per share common stock ("Holding Company Common Stock") and
100 million shares are classified and designated as $0.01 par value
per share preferred stock ("Holding Company Preferred Stock").
With respect to the Holding Company Preferred Stock, the charter of
the Holding Company provides that the Board of Directors of the
Holding Company may determine or revise in whole or in part, to the
full extent permitted under Tennessee Law, the preferences,
limitations and relative rights of Holding Company Preferred Stock.

As of the date of this document, the Holding Company has one share
of Holding Company Common Stock issued and outstanding and held by
the Company. Upon the consummation of the Merger, the one share of
Holding Company Common Stock will be canceled, and all of the issued
and outstanding shares of Company Common Stock will, by operation of
law, be converted into Holding Company Common Stock on a one-for-one
basis. In addition, all outstanding stock options to purchase
Company Common Stock shall become, by virtue of the Merger, options
to purchase Holding Company Common Stock in the same amounts and on
the same terms and conditions as prior to the Merger. The
capitalization of the Company immediately before the Merger and of
the Holding Company immediately after the Merger will therefore be
substantially identical.

Dividends

Tennessee corporation law provides that, except when a company is
unable to pay its debts or its assets are less than its liabilities,
the board of directors may make distributions to its shareholders
subject to restrictions stated in its charter. The Company's
charter does not impose any restrictions on the Board of Directors'
ability to make distributions to Company shareholders, neither does
the Holding Company's charter; however, in the event the Board of
Directors designates preferential dividends for the Holding Company
Preferred Stock or any series of Preferred Stock, the Holding
Company Common Stock may not receive dividends on the Holding
Company Common Stock until such time as dividends are paid to the
holders of Holding Company Preferred Stock. The charter of the
Holding Company also provides that the Board of Directors may
declare and issue a share dividend consisting of one class or series
of stock in respect to the shares of the same or another class or
series of stock of the Holding Company. The Holding Company has no
intention at this time to issue Holding Company Preferred Stock.

Preemptive Rights

The Company and the Holding Company charters do not provide for
preemptive rights for their shareholders.

Voting Rights

The holders of both Holding Company Common Stock and Company Common
Stock are entitled to one vote per share on all matters submitted to
a vote of the shareholders. Holding Company Preferred Stock
currently has no terms, and the Holding Company has no intention at
this time to issue Holding Company Preferred Stock.

Liquidation Rights

Neither the Company nor the Holding Company charters provide for any
special liquidation rights for any of their shareholders.
Accordingly, all shareholders of the Company and Holding Company are
entitled to participate, on a pro rata basis, in the distribution of
assets upon a liquidation.

Other Rights

For a description of the provisions of the Company's and the Holding
Company's charter and bylaws regarding changes in control, mergers,
sale of the Company or Holding Company and other extraordinary
corporate transactions, see "COMPARISON OF SHAREHOLDER RIGHTS--Amendment to
Charter and Bylaws, --Special Shareholders Meetings;
and --Certain Extraordinary Corporate Actions."

COMPARISON OF SHAREHOLDER RIGHTS

The Holding Company's charter and bylaws contain certain corporate
governance provisions which may have the effect of discouraging
attempts to change control of the Holding Company without the prior
approval of its Board of Directors. The Company previously has
relied on the protections provided by the Tennessee Business
Corporation Act (the "TBCA"), and the Company's current charter and
bylaws contain only limited protective provisions. This section
includes a brief summary of the Holding Company provisions and of
their respective advantages and disadvantages.

Removal of Directors

The Company's bylaws provide that any or all of the directors may be
removed either with or without cause by a proper vote of the
shareholders and may be removed with cause by a majority vote of the
entire Board. "Cause" includes a director willfully or without
reasonable cause being absent from any regular or special meeting
for the purpose of obstructing or hindering the business of the
Company.

The Holding Company's charter, as permitted by the TBCA, provides
that the shareholders of the Holding Company may only remove a
director for cause. The Board may remove any or all of the
directors for cause by a vote of a majority of the entire Board of
Directors. Limiting the removal of a director for only cause will
have the effect of making it more difficult for an unwanted or
unfriendly potential acquiror to replace or remove some or all of
the Board of Directors.

Amendments to Charter and Bylaws

The Company's charter is silent regarding the amendment of the
charter. Where the charter is silent, the TBCA governs the
amendment of a company's charter. The TBCA provides that, unless
the charter provides otherwise, the Board of Directors may adopt one
or more amendments to a company's charter without shareholder action
to, among other things: (i) delete the initial directors and the
initial registered agent or registered office; (ii) designate or
change the address of the principal office of the company; (iii)
change each issued and unissued authorized share of an outstanding
class into a greater number of whole shares if the corporation has
only shares of that class outstanding; (iv) designate the street
address, zip code and county of the corporation's current registered
office and the name of the registered agent; and (v) take other
simple, ministerial actions. Director and shareholder approval is
required for all other amendments by a majority vote.

The Holding Company's charter provides for the amendments of both
the charter and the bylaws. Except for the provisions listed in the
next sentence, the charter may be amended or revised in accordance
with the TBCA as set forth in the preceding paragraph, which except
for certain matters requires a majority vote of the directors and
shareholders. Any amendment, alteration, addition or repeal of
charter Sections 5(c) (Preferred Stock), 6 (No Preemptive Rights),
7 (Special Shareholders' Meeting), 8 (Removal of Directors), 9
(Director Liability and Indemnification), 10 (Business
Combinations), 11 (Control Share Acquisitions) and 12 (Charter and
Bylaws Amendments), and any reduction in the maximum number of
shares the Company has authority to issue under Section 5(a) may
only be taken by the affirmative vote of at least 75% of the
outstanding shares of capital stock of the Company entitled to vote
on those matters, considered as one class. See Appendix A-1 for the
complete charter of the Holding Company.

The Company's bylaws provide that, except as otherwise permitted by
law, the bylaws may be amended, added to or repealed either by: (i)
a majority vote of the shares represented at any duly constituted
shareholders' meeting or (2) a majority vote of the entire Board of
Directors. Any change in the bylaws made by the Board of Directors,
however, may be amended or repealed by the shareholders.

The Holding Company's bylaws may be amended or revised in
accordance with the TBCA, which requires a majority vote of the
directors unless (i) the charter or the TBCA reserves the power to
the shareholders in whole or in part; or (ii) the shareholders in
amending or repealing a particular bylaw provide expressly that the
board of directors may not amend or repeal that bylaw. The TBCA
further provides that a corporation's shareholders may amend or
repeal the bylaws even though the bylaws may also be amended or
repealed by its board of directors. The Holding Company's charter
provides that any amendment, alteration, addition or repeal of
Section 1.02 (Number of Directors), Article 8 (Indemnification of
Directors, Officers, Others) and Article 11 (Amendment of Bylaws)
may only be taken by the affirmative vote of the holders of at least
75% of the outstanding shares of capital stock of the Company
entitled to vote on those matters, considered as one class.

Management believes that increasing the affirmative vote required to
amend certain sections of the Holding Company's charter and bylaws
may have the general effect of discouraging or rendering more
difficult unwanted takeover attempts because the vote of a
supermajority of the shareholders will be necessary to approve
amendments to the charter or bylaws that would facilitate the
takeover of the Company. These provisions would be beneficial to
current management in an unfriendly takeover attempt, but would have
an adverse effect on shareholders who might wish to participate in
such a transaction. However, management believes that these
provisions are advantageous to shareholders in that they will
require a higher level of shareholder participation and consent than
currently would be required for the Company and therefore would
increase the discussion and understanding of any such proposal.

Indemnification and Liability of Directors and Officers

The TBCA provides that a company's charter may contain a provision
eliminating or limiting the personal liability of a director to the
company or its shareholders for monetary damages for breach of
fiduciary duty as a director; however, the charter may not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the company or its shareholders; (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law or (iii) for liability
for unlawful distributions set forth in the TBCA.

The charter of the Company provides for the limitation of director
liability to the fullest extent provided by the TBCA, and further
provides that no amendment or repeal of such provision shall apply
to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of that
director occurring prior to the amendment. The Company's bylaws set
forth that no person shall be liable for any loss or damage suffered
on account of any action taken or omitted to be taken on account of
being an officer or a director in good faith and in accordance with
the standard of conduct set forth in the TBCA. The charter and
bylaws of the Holding Company also limit liability to the full
extent permitted by the current TBCA and any future amendments.

With respect to the indemnification of directors of a corporation,
the TBCA provides that a corporation may indemnify a director
against liability incurred if such director conducted himself or
herself in accordance with the standard contained in the TBCA. The
TBCA further provides that unless limited by the charter, a company
must indemnify a director who was successful in any proceeding to
which he or she was a party. The TBCA also allows for the
indemnification of officers, employees and agents, unless the
charter provides otherwise, and permits a company to obtain
insurance in order to indemnify directors, officers, employees and
agents.

The charter of the Company is silent regarding indemnification and,
therefore, is governed by the TBCA. The Company's bylaws provide
for indemnification to the fullest extent permitted under the law.
The charter for the Holding Company provides for the power to
indemnify directors, officers, employees and agents to the full
extent provided by the TBCA and allows the Holding Company to
purchase insurance to do so. The bylaws of the Holding Company
mandate that the Holding Company indemnify directors, officers and
others to the full extent permitted by the applicable law. The
Holding Company's bylaws also provide for the advancement of
expenses in certain proceedings.

Special Shareholders Meetings

The TBCA provides that, unless the charter provides otherwise, the
holders of 10% of all of the votes entitled to vote on a matter may
demand a special meeting of shareholders. The Company's charter is
silent as to special meetings, but the Company's bylaws provide that
special meetings of the shareholders may be called upon the written
demand delivered to the secretary of the Company by the holders of
at least 10% of all votes entitled to be cast on any issue proposed
to be considered at the special meeting. The Holding Company's
charter provides that the holders of at least 20% of all votes
entitled to be cast on an issue proposed to be considered at a
special meeting is necessary for the call of a special meeting by
the shareholders. Although the Company is not aware of any group of
shareholders who would contemplate a takeover attempt, the effect of
this provision is to protect the Holding Company from hostile
takeover attempts by requiring a larger block of shareholders
holding a greater percentage of shares to call a special meeting.

Certain Extraordinary Corporate Actions

Subject to the application of the Tennessee Business Combination Act
(the "Business Combination Act") and the Tennessee Control Share
Acquisition Act (the "Control Share Acquisition Act"), the
affirmative vote of the holders of a majority of the issued and
outstanding capital stock of the Company is required with respect to
a merger or consolidation of the Company with another company or the
sale of all or substantially all of the Company's assets.

Within the TBCA, the Business Combination Act and the Control Share
Acquisition Act provide certain antitakeover protections for
Tennessee corporations. The Business Combination Act governs all
Tennessee companies. The Business Combination Act imposes a five-year
standstill on transactions such as mergers, share exchanges,
sales of assets, liquidations and other interested party
transactions between Tennessee corporations and "interested
shareholders" and their associates or affiliates, unless the
business combination is approved by the Board of Directors before
the interested shareholder goes above the 10% ownership threshold.
Thereafter, the transaction either requires a two-thirds vote of the
shareholders other than the interested shareholder or must satisfy
certain fair price standards.

The Business Combination Act also provides for additional
exculpatory protection for the Board of Directors in resisting
mergers, exchanges and tender offers if a Tennessee corporation's
charter specifically opts in to such provisions. A Tennessee
corporation's charter may specifically authorize the members of a
board of directors, in the exercise of their judgment, to give due
consideration to factors other than price and to consider whether a
merger, exchange, tender offer or significant disposition of assets
would adversely affect the corporation's employees, customers,
suppliers, the communities in which the corporation operates or any
other relevant factor in the exercise of their fiduciary duty to the
shareholders.

The Company, although protected by the Business Combination Act, has
not opted in to the exculpation provisions in its charter. The
charter of the Holding Company expressly opts in and provides for
exculpation of the Board of Directors to the full extent permitted
under the Business Combination Act. The opt in will have the effect
of protecting the Holding Company from unwanted takeover bids,
because the Board of Directors is permitted by the charter to take
into account all relevant factors in performing its duly authorized
duties and acting in good faith and in the best interests of the
Holding Company.

The Control Share Acquisition Act limits the voting rights of shares
owned by a person above certain percentage thresholds unless the
non-interested shareholders of the corporation approve the
acquisition above the designated threshold. However, the Control
Share Acquisition Act applies only to corporations whose charter or
bylaws contain an express declaration that control share
acquisitions are to be governed by the Control Share Acquisition
Act. In addition, the charter or bylaws must specifically provide
for the redemption of control shares or appraisal rights for
dissenting shareholders in a control share transaction. The Company
charter does not refer to the Control Share Acquisition Act, but the
Holding Company's charter and bylaws make all of the express
declarations necessary to avail the Holding Company of the full
protection under the Control Share Acquisition Act.

The provisions described above will have the general effect of
discouraging, or rendering more difficult, unfriendly takeover or
acquisition attempts. Consequently, such provisions would be
beneficial to current management in an unfriendly takeover attempt
but could have an adverse effect on shareholders who might wish to
participate in such a transaction. However, management believes
that such provisions are advantageous to shareholders in that they
will permit management and the shareholders to carefully consider
and understand a proposed acquisition and may require a higher level
of shareholder participation in the decision.

INFORMATION CONCERNING THE HOLDING COMPANY

General

The Holding Company was incorporated under the laws of the State of
Tennessee on August 7, 1998, at the direction of the Company's Board
of Directors, to engage in the business of a holding company that
will own one or more operating subsidiaries. Acquisition Corp., a
Tennessee corporation, was formed as a subsidiary of the Holding
Company for the purpose of facilitating the holding company
conversion. Both the Holding Company and Acquisition Corp. will
remain dormant from their respective formations and will not begin
to conduct business until the Merger becomes effective. Immediately
following the Merger, the Holding Company's sole asset will be 100%
of the outstanding capital stock of the Company, which will be the
surviving operating company.

The Holding Company will conduct its business from offices located
at 305 Hartmann Drive, Lebanon, Tennessee 37087, telephone number
615.444.5533. Upon the consummation of the Merger, the Holding
Company Common Stock will be traded over-the-counter and quoted on
the Nasdaq National Market under the same symbol, "CBRL", as the
Company uses currently.

Directors and Executive Officers

The Holding Company's Board of Directors will consist of 13 members.
Initially, the Board of Directors of the Holding Company will be
identical to the Company's Board of Directors.

The Directors and Officers of the Holding Company are:

Directors

James C. Bradshaw Robert C. Hilton Gordon L. Miller
Robert V. Dale Charles E. Jones, Jr. Martha M. Mitchell
Dan W. Evins Charles T. Lowe, Jr. Jimmie D. White
Edgar W. Evins B.F. Lowery
William D. Heydel Ronald N. Magruder

Officers

Chairman and Chief Executive Officer: Dan W. Evins
President and Chief Operating Officer: Ronald N. Magruder
Vice President, General Counsel and Secretary: James F. Blackstock
Senior Vice President, Finance,
Chief Financial Officer and Treasurer: Michael A. Woodhouse

INFORMATION CONCERNING THE COMPANY

General

The Company was organized as a Tennessee corporation in 1969 and has
been in continuous operation since that date. It is engaged in the
restaurant and retail business with stores in 36 states. The
Company is currently traded over-the-counter and is quoted on the
Nasdaq National Market. Following the consummation of the Merger of
Acquisition Corp. into the Company, Acquisition Corp.'s common stock
will, by operation of law, no longer exist. In the Merger, all
issued and outstanding shares of Company Common Stock will, by
virtue of the Merger, be converted into the same number of shares of
Holding Company Common Stock, and the Holding Company Common Stock
will then be the stock quoted on the Nasdaq National Market.

Directors and Officers

The Board of Directors as elected at the Annual Meeting of
Shareholders for which this Proxy Statement and Prospectus was
prepared shall remain as the Company's Board of Directors until the
next annual meeting and until their successors are duly elected and
qualified and confirmed. The officers of the Company will be
elected by the Board of Directors at the annual meeting of the Board
of Directors to be held immediately following the Annual Meeting.

Security Ownership of Certain Beneficial Owners and Management

The following information pertains to Company Common Stock
beneficially owned, directly or indirectly, by 5% or greater
shareholders as reported to the Company by NASD, as of September 25,
1998.
Percent
Name and Address Amount and Nature of of Class
of Beneficial Owner Beneficial Ownership (Common Stock)
- ------------------- -------------------- --------------
Montag & Caldwell Inc. 5,979,618(1) 9.57%
3343 Peachtree Rd. N.E.
Atlanta, GA 30326

(1) This share total was derived from the Form 13-G Report filed by
Montag & Caldwell Inc. for the year ended December 31, 1997.

The following information pertains to Company Common Stock
beneficially owned, directly or indirectly, by all directors and
nominees and by all directors and officers as a group, as of
September 25, 1998. Unless otherwise noted, the named persons may be
contacted at the Company's executive offices and they have sole
voting and investment power with respect to the shares indicated.

Percent
Names of Amount and Nature of Of Class
Beneficial Owners Beneficial Ownership (1) (Common Stock)
- ------------------ ------------------------ -------------
James C. Bradshaw 545,719 *
Robert V. Dale 79,416 *
Dan W. Evins 736,667 1.2%
Edgar W. Evins 70,160 *
William D. Heydel 542,827 *
Robert C. Hilton 99,299 *
Charles E. Jones, Jr. 102,761 *
Charles T. Lowe, Jr. 903,796 1.4%
B.F. Lowery 240,125 *
Ronald N. Magruder 387,199 *
Gordon L. Miller 167,167 *
Martha M. Mitchell 41,872 *
Jimmie D. White 26,740 *

All Officers and
Directors
as a group
(42 persons) 4,860,828 7.2%

*Less than one percent

(1) Includes the following number of shares subject to options
exercisable by the named holders within 60 days:

James C. Bradshaw 142,670 Charles T. Lowe, Jr. 66,734
Robert V. Dale 66,734 B.F. Lowery 142,670
Dan W. Evins 276,667 Ronald N. Magruder 279,999
Edgar W. Evins 66,734 Gordon L. Miller 66,734
William D. Heydel 142,670 Martha M. Mitchell 41,422
Robert C. Hilton 92,046 Jimmie D. White 0
Charles E. Jones, Jr. 92,046

All Officers and Directors as a group (42 persons) 2,263,382

The shares described in this note are deemed to be outstanding for
the purpose of computing the percentage of outstanding Common Stock
owned by each named individual and by the group, but are not deemed
to be outstanding for the purpose of computing the percentage
ownership of any other person.

(2) Includes shares owned jointly with spouse, with whom voting and
investment power is shared: Dr. Bradshaw 403,049 and Mr. Heydel
400,157.

(3) Includes 223 shares owned by Mr. Evins' wife in her SEP, for
which voting and investment power is shared.

(4) Voting and investment power with respect to 43,491 shares is
shared by Mr. Lowe and his wife, the owner of these shares.

Report of the Compensation Committee and the Stock Option Committee
of the Board of Directors on Executive Compensation

The Company's compensation policies for its executive officers are
administered by two committees of the Board of Directors - the
Compensation Committee and the Stock Option Committee. All members
of these committees are outside, non-employee directors.

The primary components of executive compensation are base salary,
bonus and longer-term incentives such as stock options. The
Compensation Committee recommends to the Board of Directors the
salaries and bonus plan for the executive officers. The Stock Option
Committee administers the stock option plans pursuant to which all
employee stock options are granted.

Base Salary. In setting the fiscal 1998 base salary for each
executive officer, the Compensation Committee reviewed the then-current salary
for each of the officers in relation to average
salaries within the industry for comparable areas of responsibility
as presented in a report prepared for the Company by independent
executive compensation consultants. In addition, the Compensation
Committee considered the contribution made by each executive officer
during fiscal 1997, as reported by the Chief Executive Officer, and
it considered salary recommendations made by the Chief Executive
Officer based on information prepared by management, for the
executive officers other than the Chairman and Chief Executive
Officer, Dan W. Evins.

Except for recommendations from management, the Compensation
Committee employed procedures similar to those used for each of the
other executive officers to determine the fiscal 1998 salary for Dan
W. Evins.

Bonus. The Compensation Committee has determined that the financial
performance of the Company should be a significant factor in
rewarding its executive officers. Therefore, in July of each year,
the Compensation Committee reviews the expected financial
performance of the Company for the concluding fiscal year and
considers the internal budget established for the next fiscal year
in setting certain financial goals and criteria for executive
officer bonuses.

In fiscal 1998, the Company operated pursuant to a Management
Incentive Plan affecting executive officers and senior managers. The
purpose of the Management Incentive Plan is to link individual job
performance and resulting compensation to the financial performance
of the Company. This ensures that all participants achieve
individual goals while remaining focused on the Company's overall
financial results. The Plan is also designed to ensure that
participants' financial interests remain directly tied to those of
the Company's shareholders. A participant's target bonus percentage
varies based on salary grade level.

Generally, bonus awards are calculated based on the following
factors: (i) Company financial results compared to the Company's
business plan, (ii) individual performance against his or her stated
goals, (iii) the individual's fiscal year base salary amount, and
(iv) the individual's target bonus percentage. Maximum bonus
percentages available to executive officers range from 75% to 225%
of base salary (225% for Mr. Evins, 180% for Mr. Magruder, and Mr.
Woodhouse, 135% for Mr. Adkins and Mr. Parsons, 105% for all other
senior officers, and from 75% to 105% for all other executive
officers.) Bonuses earned for fiscal 1997, as a percent of total
salary and bonuses, were 146% for Mr. Evins, 117% for Mr. Magruder,
117% for Mr. Woodhouse, 91% for Mr. Adkins, and 90% for Mr. Parsons.

Stock Options. In contrast to salary and bonus awards, which are
generally for past work performance, stock options are intended to
encourage future performance which contributes to stock price
appreciation. They are granted at an exercise price which is equal
to the closing market price of Company Common Stock on the day
before the date of grant, and therefore have no value until the
stock trading price increases.

The Stock Option Committee has generally granted nonqualified stock
options annually. In recent years, the Committee has extended option
grants down into the organization as far as the top hourly level
positions in the stores. See "Stock Option Plans" later in this
document.

Stock Performance Graph. The following graph sets forth the yearly
percentage change in the cumulative total shareholder return on
Company Common Stock during the preceding five fiscal years, ended
July 31, 1998, compared with the Standard & Poor's 400 MidCap Index
and a Total Return Index comprised of all NASDAQ companies with the
same two-digit SIC (Standard Industrial Classification) code (58 -
Eating and Drinking Places) as the Company.

1993 1994 1995 1996 1997 1998

CBRL 100 90 80 85 112 117
NASDAQ (SIC Code 58XX) 100 91 102 99 90 78
S&P 400 MIDCAP 100 104 129 139 202 225

Summary Compensation Table. The following table sets forth information
concerning the compensation of the Chief Executive Officer and the four
other most highly compensated executive officers who served in such
capacities as of July 31, 1998.
<CAPTION>

Long Term
Annual Compensation Compensation
------------------------- -------------------------------------
Securities
Underlying Restricted
Principal Fiscal Options Stock Other Annual
Name Position Year Salary (1) Bonus Granted Awards (1) Compensation(2)
- ------ ---------- -------- ------ -------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dan W. Evins Chairman of the 1998 $385,000 $536,669 40,000 -- $ 33,316
Board and Chief 1997 385,000 545,613 40,000 -- 31,439
Executive Officer 1996 385,000 299,330 40,000 -- 30,753

Ronald N.
Magruder President and 1998 350,000 390,304 40,000 -- 7,449
Chief Operating 1997 350,000 396,809 35,000 -- 104,814
Officer 1996 344,697 217,694 285,000 $656,000 1,740

Michael A. Senior Vice 1998 231,000 257,601 25,000 -- 17,610
Woodhouse President/Finance 1997 231,000 261,894 25,000 -- 95,762
and Chief 1996 141,667 110,000 25,000 93,750 10,310
Financial Officer

Michael D. Senior Vice 1998 185,000 154,728 25,000 -- 6,042
Adkins President/ 1997 165,000 158,766 20,000 -- 6,096
Restaurant 1996 150,000 46,649 12,000 -- 5,792
Operations

Richard G. Senior Vice 1998 175,000 146,364 22,500 -- 8,316
Parsons President/ 1997 167,400 146,442 20,000 -- 7,835
Merchandising 1996 155,000 48,204 12,000 -- 7,522

<FN>
(1) On August 7, 1995, the effective date of Mr. Magruder's employment
with the Company, he received a restricted stock award of 32,000
shares worth $656,000 based on the value of Company Common Stock
on July 5, 1995. The shares vest at a rate of 20% per annum,
and based on the value of Company Common Stock at the end of
fiscal 1998, were worth $968,000. On December 11, 1995,
the effective date of Mr. Woodhouse's employment with
the Company, he received a restricted stock award of
5,000 shares worth $93,750 based on the value of Company
Common Stock on December 8, 1995. These shares vest
at a rate of 20% per annum, and based on the value of
Company Common Stock at the end of fiscal 1998, were
worth $151,250. No dividends are paid on these
restricted shares until the shares actually vest.

(2) Includes premiums paid on Life and Disability insurance
for coverage above that available to all salaried employees
generally of $30,595 for Mr. Evins, $6,659 for Mr. Magruder,
$17,610 for Mr. Woodhouse, $4,496 for Mr. Adkins, and $6,850
for Mr. Parsons; and the Company's contributions to its 401(k)
Employee Savings Plan for each named officer in fiscal 1998.
</FN>

</TABLE>

<TABLE>
Options Granted During Fiscal Year Ended July 31, 1998.
The following table sets forth all options to acquire
shares of Company Common Stock granted to the named
executive officers during the fiscal year ended July 31, 1998.

Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appreciation
Individual Grants (1) for Option Term (2)
----------------------------------------- ------------------------
% of Total
Options
Granted to
Employees Exercise or
# Options in Fiscal Base Price Expiration
Name Granted Year $/Share Date 5% 10%
- ------------ -------- --------- ----------- ----------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Dan W. Evins 40,000 2.5% $31.00 09-25-07 $779,829 $1,976,241
Ronald N. Magruder 40,000 2.5% 31.00 09-25-07 779,829 1,976,241
Michael A. Woodhouse 25,000 1.6% 31.00 09-25-07 487,393 1,235,150
Michael D. Adkins 25,000 1.6% 31.00 09-25-07 487,393 1,235,150
Richard M. Parsons 22,500 1.4% 31.00 09-25-07 438,654 1,111,635
<FN>
(1) The exercise price of the options granted is equal to the closing
market price of Company Common Stock on the day before the date of
grant. Options vest and become exercisable at a rate of 1/3 of the
total number of shares specified in the option grant during each
12-month period following one year from the date of grant for all
options granted during the fiscal year ended July 31, 1998. To the
extent any optionee doesn't exercise an option as to all shares for
which the option was exercisable during any 12-month period, the balance
of the unexercised options shall accumulate and the option with respect
to those shares will be exercisable at any later time before expiration.
Options expire 10 years from the date of the grant.

(2) The potential realizable values illustrate values that might be
realized upon exercise immediately prior to the expiration of the term
of these options using 5% and 10% appreciation rates, as required by the
Securities and Exchange Commission, compounded annually. These values
do not, and are not intended to, forecast possible future appreciation,
if any, of the Company's stock price. Additionally, these values do not
take into consideration the provisions of the options providing for vesting
over a period of years or termination of options following termination of employment.
</FN>
</TABLE>

<TABLE>
Option Exercises and Fiscal Year End Values. The following table
sets forth all stock options exercised during the fiscal year ended
July 31, 1998 by the named executive officers and the number and value
of unexercised options held by these executive officers at fiscal year end.
<CAPTION>

Number of Unexercised Value of Unexercised In-The
Options at FY-End Money Options at FY-End(2)
--------------------------- ----------------------------
# Shares
Acquired Value
on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
----------- ---------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dan W. Evins 20,000 $195,278 250,000 80,000 $1,886,390 $348,333
Ronald N. Magruder 30,000 243,750 268,333 61,667 2,579,998 180,628
Michael A. Woodhouse 0 0 25,000 50,000 254,169 220,833
Michael D. Adkins 0 0 51,792 42,333 373,971 144,498
Richard M. Parsons 22,780 $666,028 164,667 39,833 $2,598,253 $144,498
<FN>
(1) Value realized is calculated based on the difference between
the option exercise price and the actual sales price of shares sold,
and the market value of Company Common Stock on the date of exercise
for all shares of Mr. Evins and Mr. Magruder and for 2,780 shares
acquired upon exercise but not sold by Mr. Parsons.

(2) The last trade of Company Common Stock as reported by NASDAQ on
July 31, 1998 was $30.25. That price was used in calculating the value of unexercised options.
</FN>
</TABLE>

<PAGE>
Executive Employment Agreements. An employment agreement has been
granted to Dan W. Evins (Chairman and Chief Executive Officer)
which, upon the occurrence of certain events, authorizes a severance
payment approximately equal to three times his annual salary in
effect on the date of termination. Although not intended primarily
as a standard employment contract, the agreement does provide for
payment of a specified annual salary which shall not be decreased,
and which may be increased from time to time. This agreement does
not preclude Mr. Evins' from participating in any other Company
benefit plans or arrangements. Under the agreement, Mr. Evins may
terminate his employment and receive the three-year severance
payment if there is a "change in control of the Company" (as defined
in the agreement), accompanied by: (1) a decrease in his base salary
or bonus percentage; or (2) a reduction in the importance of his job
responsibilities; or (3) a geographical relocation without his
consent. The three-year severance payment shall also be made to Mr.
Evins if the Company breaches the terms of the agreement. The
employment agreement also describes rights to compensation if Mr.
Evins' employment is terminated or suspended due to death,
disability, poor performance or wrongful activities.

Effective August 7, 1995, the Company employed Mr. Ron Magruder as
its Chief Operating Officer. On the date he signed his offer of
employment, July 5, 1995, he was awarded an option under the 1987
Stock Option Plan for 250,000 shares of Company Common Stock at the
market closing price on the previous day. These options vest at a
rate of 1/3 each year and expire 10 years from the date of grant. To
remedy Mr. Magruder's loss of non-vested options in the stock of his
former employer, the Company provided him 32,000 shares of
restricted Company Common Stock which vests at 20% each year. If Mr.
Magruder's employment is involuntarily terminated for performance
rather than for cause, the Company will provide him a severance
package consisting of one year's base salary and estimated bonus, as
well as $600,000. That amount decreases by 20% per year from the
date of employment.

Effective December 11, 1995, the Company employed Mr. Michael
Woodhouse as Senior Vice President of Finance and Chief Financial
Officer. Mr. Woodhouse was granted an option under the 1987 Stock
Option Plan for 25,000 shares of Company Common Stock on his start
date, with the option vesting at a rate of 1/3 each year following
one year from the grant date and expiring 10 years after the date of
grant. To remedy Mr. Woodhouse's loss of non-vested options in the
stock of his former employer, the Company granted him 5,000 shares
of restricted Company Common Stock which vests at 20% per year.

Stock Option Plans. On February 25, 1982, the Company's Board of
Directors adopted an incentive stock option plan, which was approved
by the shareholders of the Company on November 23, 1982. The 1982
Plan authorized the Stock Option Committee to issue options to
certain key employees for 2,475,095 shares of Company Common Stock,
which were all granted prior to adoption of the 1987 Stock Option
Plan and have been exercised. In response to the Tax Reform Act of
1986, the Company's Board of Directors voted to discontinue the 1982
Plan and adopt in its place the 1987 Stock Option Plan. The
shareholders adopted the 1987 Plan at the 1987 Annual Meeting of
shareholders.

The 1987 Plan would have expired on June 25, 1997. The Company's
Board of Directors proposed that the 1987 Plan be amended and that
it be retitled the Cracker Barrel Old Country Store, Inc. Amended
and Restated Stock Option Plan (the "Current Plan"). The Board of
Directors approved the adoption of the Current Plan on August 29,
1996 and the Company's shareholders approved the Current Plan on
November 26, 1996. The Current Plan makes only non-qualified options
available for grant, allows for the possibility of transferability
and assignability of options, and is designed to facilitate
continued compliance with Section 16 of the Securities Exchange Act
of 1934, particularly Rule 16b-3.

The Current Plan, like the 1987 Plan and the 1982 Plan, is
administered by the Stock Option Committee. Members of that
Committee are directors appointed by the Board. Options may be
granted to key executive personnel and other employees who hold
responsible positions with the Company. The Stock Option Committee
is authorized to determine, at time periods within its discretion
and subject to the direction of the Board, which key employees shall
be granted options, the number of shares covered by each option
granted, and within applicable limits, the terms and conditions
relating to the exercise of options. The Stock Option Committee may
impose on the option, or its exercise, restrictions it deems
reasonable and which are within the restrictions authorized by the
Current Plan. The option price per share under the Current Plan must
be at least 100% of the fair market value of a share of Company
Common Stock at the close of business on the trading day immediately
preceding the day the option is granted, and options must be
exercised not later than 10 years after the grant date.

Pursuant to shareholder approval of an amendment to the Current Plan
at the Company's Annual Meeting on November 25, 1997, the Stock
Option Committee is authorized to grant options to purchase an
aggregate of 17,525,702 shares of Company Common Stock under the
Current Plan. During fiscal 1998, the aggregate number of shares
subject to options granted was 1,600,900 including 362,000 shares
granted to the Company's executive officers as a group, which
includes the individuals named in the Summary Compensation Table.
These options were granted at prices ranging from $31.00 to $32.00
per share, pursuant to the Current Plan and are exercisable as to
not more than 1/3 of the total number of shares granted during each
12-month period following one year from the date of the grant. To
the extent, however, that any optionee does not exercise an option
as to all shares for which the option was exercisable during any 12-month
period, the balance of unexercised options shall accumulate
and the option will be exercisable with respect to those shares
until the option expires.

The aggregate number of shares exercised pursuant to all employee
stock option plans during fiscal 1998 was 1,095,255, including
116,493 exercised by the Company's executive officers as a group.
The net value of shares purchased (market value less option exercise
price) or cash realized upon exercise of options was $12,203,907 in
the aggregate, including $1,647,520 relating to options exercised by
the Company's executive officers as a group.

In 1989, the directors and shareholders of the Company adopted the
1989 Stock Option Plan for Non-Employee Directors (the "1989 Plan").
The total number of shares of Company Common Stock issuable upon the
exercise of all options granted under the 1989 Plan could not, in
the aggregate, exceed 1,518,750 shares. Under the 1989 Plan, all
non-employee directors of the Company automatically received an
annual stock option grant for 25,312 shares of Company Common Stock.
There are no shares now available to be granted under the 1989 Plan.
The 1989 Plan options became exercisable 6 months after the date of
each grant. The stock options were granted at an exercise price
equal to the fair market value of the underlying stock on the date
of grant and expire one year from the date of a director's
retirement from the Board. Mr. Robert V. Dale and Mr. James H.
Stewart, who retired from the Board of Directors on November 26,
1996, exercised options under the 1989 Plan totaling 50,624 shares
of Common Stock in fiscal 1998. The net value realized from those
exercised options (market value less option exercise price) was
$419,175.

Employee Savings Plans. 401(k) Employee Savings Plan - On September
24, 1996, the Board of Directors adopted the Godwins, Booke &
Dickenson Prototype Profit-Sharing and Employee Savings Plan and
Trust (the "401(k) Plan") as an Employee Savings Plan which provides
for retirement benefits for employees, and which is qualified under
Section 401(k) of the Internal Revenue Code. Generally, all Company
employees who have completed one year of service, who have worked in
excess of 1,000 hours with the Company, and who have reached the age
of 21, are eligible to participate. Eligible employees may elect to
participate in the 401(k) Plan as of the beginning of each calendar
month.

Eligible employees who choose to participate may elect to have up to
16% (not to exceed $10,000 in calendar 1998) of their compensation
contributed to the 401(k) Plan. The Company matches 25% of employee
contributions for each participant, up to 6% of the employee's
compensation. In addition to these limits, employee contributions
and the Company match for highly compensated participants are
limited by a special annual nondiscrimination test imposed under
Section 401(k) of the Internal Revenue Code. This test uses the
percentages of compensation contributed by, and matched for, rank
and file participants to limit the contributions of, and Company
match for, highly compensated participants.

Participants in the 401(k) Plan have a fully-vested interest in
their contributions. A participant's interest in Company matching
contributions begins to vest one year from the date of employment
and continues to vest at the rate of 20% per year until fully
vested. Generally participants may self-direct investments in one or
more available mutual funds, but they may not withdraw either their
contributions or their vested interest in Company matching
contributions prior to retirement or termination of their employment
with the Company. Limited hardship withdrawals are tightly
controlled by the provisions of the 401(k) Plan and the Internal
Revenue Code.

Deferred Compensation Plan - Effective January 1, 1994, the
Company's Board of Directors adopted a Deferred Compensation Plan to
provide retirement and incidental benefits for certain executive
employees and outside directors of the Company. At the beginning of
each calendar year, participants in this plan may make an election
to defer a portion of their compensation. Interest is credited to
each participant's account quarterly at a rate equal to the 10-year
Treasury Bill rate in effect as of the beginning of the quarter,
plus 1.5%. The total interest credited to all participants' accounts
during fiscal 1998 was $60,831.

Non-Qualified Savings Plan - On December 21, 1995, the Company's
Board of Directors adopted a Non-Qualified Savings Plan (the
"Savings Plan") which became effective January 1, 1996. The Savings
Plan is intended primarily to encourage savings on the part of a
small group of management and highly compensated Company employees,
who typically receive refunds from the Company's 401(k) Plan due to
the required annual nondiscrimination test imposed under Section
401(k) of the Internal Revenue Code. In the discretion of the
Company's Compensation Committee, other Company employees may also
participate in the Savings Plan. Fundamentally, the Savings Plan
allows participants to annually defer from 1% to 50% of their salary
and bonus. Employee contributions are placed in a Company trust and
are invested in a selection of mutual funds. The Company may in its
discretion match employee contributions for each participant, up to
6% of the employee's compensation. Employees are at all times fully
vested in their savings contributions, but only become vested in any
Company match in increments of 20% per year. Currently, there is no
Company matching contribution.

EXPERTS

The consolidated financial statements incorporated in this Proxy
Statement and Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended August 1, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in auditing and accounting.

LEGAL MATTERS

Certain legal matters will be passed upon for the Holding Company
and the Company by Dinsmore & Shohl LLP, its special counsel, 1900
Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202.

PROPOSALS OF SHAREHOLDERS

Shareholders intending to submit proposals for presentation at the
Company's 1999 Annual Meeting of Shareholders, and for inclusion in
the Proxy Statement and form of proxy for that meeting, should
forward their proposals to the Corporate Secretary, Cracker Barrel
Old Country Store, Inc., P.O. Box 787, Hartmann Drive, Lebanon,
Tennessee 37088-0787. Shareholder proposals must be in writing,
should be sent to the Company by certified mail, return receipt
requested, and must be received by the Company prior to June 26,
1999. The Company may exercise discretionary voting authority under
proxies solicited by it for the 1999 Annual Meeting of Shareholders
if it receives notice of a proposed non-Rule 14a-8 shareholder
action after September 9, 1999.

ANNUAL REPORT AND FINANCIAL INFORMATION

A copy of the Company's Annual Report to Shareholders for fiscal
year 1998 is being mailed to each shareholder with this Proxy
Statement and Prospectus. A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K, AND A LIST OF ALL ITS EXHIBITS, WILL BE SUPPLIED WITHOUT
CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICES: CRACKER BARREL OLD COUNTRY STORE, INC.
ATTENTION: INVESTOR RELATIONS, PO BOX 787, LEBANON, TENNESSEE 37088-0787.
EXHIBITS TO THE FORM 10-K ARE AVAILABLE FOR A REASONABLE FEE.

OTHER BUSINESS

It is not anticipated that any other business will arise during the
Annual Meeting as the management of the Company has no other
business to present and does not know that any other person will
present any other business. However, if any other business should
be presented at the meeting, the persons named in the enclosed proxy
intend to take such action as will be in harmony with the policies
of the management of the Company.

<PAGE>
APPENDIX A
PLAN OF MERGER

THIS PLAN OF MERGER, dated as of October 9, 1998, by and among CBRL
ACQUISITION CORP., a Tennessee corporation ("Acquisition Corp."),
CRACKER BARREL OLD COUNTRY STORE, INC., a Tennessee corporation
("Cracker Barrel"), and CBRL GROUP, INC., a Tennessee corporation
("Holding Company");

W I T N E S S E T H:

WHEREAS, Cracker Barrel is authorized to have outstanding
150,000,000 shares of Common Stock with a par value of $0.50 each
("Cracker Barrel Common Stock") of which, as of the date hereof,
65,000,000 shares are issued and outstanding; and

WHEREAS, Acquisition Corp. is authorized to have outstanding 100
shares of Common Stock without par value, each of which 100 shares
are presently subscribed; and

WHEREAS, Holding Company, the sole subscriber to the shares of
Acquisition Corp., has agreed to make available to Acquisition Corp.
at the Closing that number of shares of its Common Stock with a par
value of $0.01 per share ("Holding Company Common Stock") necessary
to consummate the merger contemplated hereby; and

WHEREAS, the Directors of Cracker Barrel and Acquisition Corp. (such
corporations being hereinafter sometimes called the "Constituent
Corporations") and Holding Company deem it advisable for the mutual
benefit of the Constituent Corporations, their respective
shareholders and others that Acquisition Corp. be merged with and
into Cracker Barrel upon the terms and conditions hereinafter set
forth, and such Directors have approved this Plan of Merger;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and in accordance with the laws of
Tennessee, Holding Company, Cracker Barrel and Acquisition Corp.
hereby agree that, subject to the terms and conditions hereinafter
set forth, Acquisition Corp. shall be merged with and into Cracker
Barrel and that the terms and conditions of such merger, including
the mode of carrying the same into effect and the manner and basis
of making distribution to the shareholders of the Constituent
Corporations, shall be as follows:

ARTICLE I

1.1 Upon the Closing on the Closing Date, as defined in Article IV,
Section 4.1 below, Acquisition Corp. shall be merged with and into
Cracker Barrel, which shall be the surviving corporation and shall
continue to be governed by the laws of the State of Tennessee.
Cracker Barrel, as such surviving corporation, is hereinafter
sometimes referred to as the "Surviving Corporation".

ARTICLE II

2.1 From and after the Closing, the Charter of Cracker Barrel as in
effect immediately prior to the Closing shall be the Charter of the
Surviving Corporation until the same shall thereafter be further
amended in accordance with law. From and after the Closing, the
Bylaws of Cracker Barrel as in effect immediately prior to the
Closing shall be the Bylaws of the Surviving Corporation until the
same shall thereafter be amended in accordance with law. The
Surviving Corporation reserves the right to amend, alter, change or
repeal after such merger any provision contained in its Charter or
Bylaws, and all rights conferred in this Plan of Merger are subject
to such reserved power.

2.2 The Board of Directors of the Surviving Corporation shall
consist of thirteen (13) persons until such time after the Closing
as such number may be changed in accordance with the Bylaws of the
Surviving Corporation. The names and addresses of the first
Directors of the Surviving Corporation (each of whom shall serve
until the next annual meeting of shareholders and until his or her
successor is elected, or until his or her earlier resignation,
removal from office or death) at the time of the Closing are:

DIRECTOR ADDRESS
James C. Bradshaw 305 Hartmann Drive
Lebanon, Tennessee 37087

Robert V. Dale 305 Hartmann Drive
Lebanon, Tennessee 37087

Dan W. Evins 305 Hartmann Drive
Lebanon, Tennessee 37087

Edgar W. Evins 305 Hartmann Drive
Lebanon, Tennessee 37087

William D. Heydel 305 Hartmann Drive
Lebanon, Tennessee 37087

Robert C. Hilton 305 Hartmann Drive
Lebanon, Tennessee 37087

Charles E. Jones, Jr. 305 Hartmann Drive
Lebanon, Tennessee 37087

Charles T. Lowe, Jr. 305 Hartmann Drive
Lebanon, Tennessee 37087

B.F. Lowery 305 Hartmann Drive
Lebanon, Tennessee 37087

Ronald N. Magruder 305 Hartmann Drive
Lebanon, Tennessee 37087

Gordon L. Miller 305 Hartmann Drive
Lebanon, Tennessee 37087

Martha D. Mitchell 305 Hartmann Drive
Lebanon, Tennessee 37087

Jimmie D. White 305 Hartmann Drive
Lebanon, Tennessee 37087

If upon the Closing or thereafter there exists a vacancy in the
Board of Directors of the Surviving Corporation, such vacancy may
be filled by the remaining members of the Board of Directors in the
manner provided by law and the Bylaws of the Surviving Corporation.

2.3 The officers of Cracker Barrel immediately prior to the Closing
shall be the officers of the Surviving Corporation and shall hold
office, subject to the Bylaws of the Surviving Corporation, at the
pleasure of the Board of Directors.

2.4 The place in Tennessee where the principal place of business of
the Surviving Corporation is to be located is Lebanon, Wilson
County.

2.5 Upon the Closing, the effect of the merger shall be as provided
by the applicable provisions of the Tennessee Code Annotated.
Without limiting the foregoing, and subject thereto, upon the
Closing: the existence of Acquisition Corp. shall cease as a
separate entity but shall continue in the Surviving Corporation,
subject to the rights of creditors which shall be preserved
unimpaired; the Surviving Corporation shall have, without further
act or deed, all property, rights, powers, duties and obligations of
each of the Constituent Corporations.

ARTICLE III

The terms of the merger, the mode of carrying the same into effect
and the manner and basis of making distribution to the shareholders
of the Constituent Corporations shall be as follows:

3.1 Forthwith upon the Closing, each share of Cracker Barrel Common
Stock outstanding immediately prior to the Closing shall be
converted into and become one share of Holding Company Common Stock.
The number of authorized shares of common stock, $0.01 par value per
share, of Acquisition Corp. will, by virtue of the merger, be
62,432,731 upon consummation of the merger, all of which will be
issued and outstanding and all of which will continue in existence
as the shares of common stock of the Surviving Corporation.

3.2 The shares of Holding Company Common Stock into which shares of
Cracker Barrel Common Stock are converted pursuant to the provisions
of Section 3.1 above shall be the shares furnished for such purpose
by Holding Company as referred to in the third recital clause at the
beginning of this Plan of Merger.

3.3 The stock options outstanding at the Closing Date under the
1982 Stock Option Plan, the 1987 Stock Option Plan, the Cracker
Barrel Old Country Store, Inc. Amended and Restated Stock Option
Plan, and the 1989 Stock Option Plan for Non-Employee Directors
(the "Plans") shall become and thereafter be exercisable, strictly
and solely in accordance with the Plans and without any further
action on the part of the holders, into shares of Holding Company
Common Stock. Holding Company shall reserve for issuance such
number of shares of Holding Company Common Stock necessary for the
issuance of such shares upon the exercise of options after the
Closing.

3.4 From and after the Closing each holder of a certificate or
certificates theretofore representing shares of Cracker Barrel
Common Stock shall surrender such certificate or certificates to
Cracker Barrel, and shall receive in exchange therefor a certificate
or certificates representing the number of shares of Holding Company
Common Stock into and for which the shares of Cracker Barrel Common
Stock theretofore represented by such surrendered certificate or
certificates have been converted pursuant to the provisions of
Section 3.1 above.

3.5 Until surrendered pursuant to the provisions of Section 3.4
above, each certificate or certificates theretofore representing
shares of Cracker Barrel Common Stock shall be deemed for all
purposes (other than for the payment of dividends or other
distributions, if any, to the shareholders of Holding Company) to
represent the number of shares of Holding Company into and for which
the shares of Cracker Barrel Common Stock thereto represented
thereby shall have been converted pursuant to the provisions of
Section 3.1 above.

3.6 No dividends or other distributions, if any, payable to the
holders of shares of Holding Company Common Stock shall be paid to
the holders of a certificate or certificates theretofore
representing shares of Cracker Barrel Common Stock; provided
however, that upon the surrender and exchange of such certificate or
certificates theretofore representing shares of Cracker Barrel
Common Stock pursuant to the provisions of Section 3.4 above, there
shall then be paid to the record holders of a certificate or
certificates for shares of Holding Company Common Stock issued in
exchange therefor, the amount, without interest thereon, of all
dividends and other distributions, if any, declared with respect to
shares of Holding Company Common Stock to holders of record of
shares of Holding Company Common Stock as of any record date after
the Closing and prior to or coincident with the date of such
surrender and exchange, with respect to the number of shares of
Holding Company Common Stock represented thereby.

3.7 Upon the merger becoming effective in accordance with the terms
of Article IV hereof, Holding Company shall repurchase all shares of
Holding Company Common Stock originally issued to Cracker Barrel to
facilitate Holding Company's organization. Such purchase shall be
in an amount equal to the amount expended by Cracker Barrel to
originally purchase such shares.

ARTICLE IV

4.1 The merger shall become effective, and the "Closing" shall
occur, as of the close of business on the date (the "Closing Date")
when the Articles of Merger, evidencing the approval of the merger,
are filed in the office of the Secretary of State of Tennessee in
accordance with Section 48-21-107 of the Tennessee Business
Corporation Act.

ARTICLE V

The obligations of each of the parties to cause the transactions
contemplated by this Plan, and thus cause the Closing to occur,
shall be subject to the satisfaction of the following conditions,
except as such party may waive the same in writing in accordance
with Section 7.2 hereof:

5.1 This Plan shall have been duly adopted and approved by the
affirmative vote of the holders of at least a majority of the
outstanding shares of Cracker Barrel Common Stock entitled to vote
on the proposal to so approve such Plan.

5.2 At or prior to the Closing, the parties shall be confident that
for Federal income tax purposes (a) the merger will constitute a
reorganization within the meaning of Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended, (b) no gain or loss will
be recognized to any shareholder of Cracker Barrel upon the exchange
of Cracker Barrel Common Stock for Holding Company Common Stock in
the merger, (c) the basis of Holding Company Common Stock so
received by a Cracker Barrel shareholder upon the merger will be, in
the hands of such shareholder, the same as the basis of Cracker
Barrel Common Stock surrendered in exchange therefor, and (d) the
holding period of Holding Company Common Stock thus received by a
shareholder of Cracker Barrel will include the holding period of the
shares of Cracker Barrel Common Stock surrendered in exchange
therefor provided that such shares are capital assets in the hands
of the shareholders.

5.3 On the Closing Date there shall be no court order in effect
enjoining or preventing consummation of any of the transactions
contemplated by this Plan; and there shall be no litigation,
governmental investigation or proceeding pending or threatened for
the purpose of enjoining or preventing the consummation of any of
the transactions contemplated by this Plan or otherwise claiming
that such consummation is improper and which the Board of Directors
of Cracker Barrel shall in good faith determine, with advice of
counsel, (i) has a reasonable likelihood of being successfully
prosecuted, and (ii) if successfully prosecuted, would materially
and adversely affect the benefits intended for the shareholders of
Cracker Barrel under this Plan.

5.4 Messrs. Dinsmore & Shohl LLP shall be prepared to deliver to
the parties their opinion, dated the Closing Date, to the effect
that (i) Holding Company and Acquisition Corp. both are duly
incorporated, validly existing and in good standing, and have all
requisite power and authority to own properties and conduct the
business herein contemplated to be owned and conducted by each of
them after the Closing Date, under, in each case, the laws of each
corporation's state of incorporation; (ii) this Plan, as well as the
transactions contemplated hereby, has been duly authorized and
approved by all requisite corporate action on the part of each of
the respective parties hereto; (iii) the merger has become effective
pursuant to all applicable laws of the State of Tennessee, and upon
becoming effective each of the outstanding shares of Cracker Barrel
Common Stock was converted into one share of Holding Company Common
Stock as contemplated by this Plan; and (iv) all of the outstanding
shares of Holding Company Common Stock are duly authorized, validly
issued, fully paid and non-assessable. Messrs. Dinsmore & Shohl LLP
shall also be prepared to give all such other written opinions at
the Closing Date as any of the parties reasonably may request.

5.5 Upon the Closing, the Board of Directors of Holding Company
shall consist of such persons as shall have been elected by the
shareholders of Holding Company.

5.6 Prior to Closing, Holding Company shall not have amended its
Charter to other than the form set forth in Exhibit A attached
hereto and made a part hereof. (Also attached hereto as a part of
Exhibit A but not subject to any restriction on amendment are the
Bylaws of Holding Company.)

5.7 Articles of Merger shall have been filed in the office of the
Secretary of State of Tennessee, pursuant to Section 48-21-107 of
the Tennessee Code Annotated.

ARTICLE VI

6.1 This Plan may be terminated or abandoned, either before or
after the meeting of Cracker Barrel's shareholders herein provided
for, but prior to the Closing: (a) by mutual consent of the parties,
authorized by their respective Boards of Directors; or (b) by
written notice from any party to the other parties, authorized by
the Board of Directors of the party giving such notice, if any of
the other parties shall have breached in any material respect any of
the obligations hereunder and such breach shall not have been
abated; or (c) by written notice from Cracker Barrel to the other
parties, authorized by the Board of Directors of Cracker Barrel if
the Closing shall not have occurred by December 31, 2000. In the
event of such termination the Board of Directors of each of the
Constituent Corporations shall direct its officers not to file the
Articles of Merger as provided above notwithstanding favorable
action on this Plan of Merger by the shareholders of the respective
Constituent Corporations.

ARTICLE VII

7.1 This Plan of Merger may be executed in any number of
counterparts, each of which shall be deemed to be an original, but
such counterparts together shall constitute one and the same
instrument.

7.2 Any of the provisions of this Plan of Merger may be waived at
any time by the party which is, or the shareholders which are,
entitled to the benefit thereof upon the authority of the Board of
Directors of such party, provided that as to such waiver after the
last vote of the shareholders of such party hereon such waiver shall
not, in the judgment of the Board of Directors of such party, affect
materially and adversely the benefits of such party or its
shareholders intended under this Plan of Merger. Any of the
provisions of this Plan of Merger may be modified at any time prior
to or after the vote hereon of shareholders of any party, by
agreement in writing approved by the Board of Directors of each
party and executed in the same manner (but not necessarily by the
same persons) as this Plan of Merger, provided that such
modification after the last vote of the shareholders of a party
hereon shall not, in the judgment of the Board of Directors of such
party, affect materially and adversely the benefits of such party or
its shareholders intended under this Plan of Merger.

IN WITNESS WHEREOF, CBRL Acquisition Corp., Cracker Barrel Old
Country Store, Inc., and CBRL Group, Inc. have caused their
respective corporate seals to be hereunto affixed and these presents
to be signed by their respective officers thereunto duly authorized,
all as of the day and year aforesaid.

CBRL ACQUISITION CORP.
Attest: ("Acquisition Corp.")

________________________
By:________________________ By:_____________________
Its:_______________________ Its:____________________

CRACKER BARREL OLD COUNTRY STORE, INC.
Attest: ("Cracker Barrel")

___________________________ _________________________
By:________________________ By:______________________
Its:_______________________ Its:_____________________

CBRL GROUP, INC.
Attest: ("Holding Company")

___________________________ __________________________
By:________________________ By:_______________________
Its:_______________________ Its:______________________
<PAGE>
APPENDIX A-1

CHARTER OF
CBRL GROUP, INC.

The undersigned, a natural person having the capacity to contract
and acting as incorporator of a corporation under the Tennessee
Business Corporation Act (the "TBCA") adopts the following Charter
for this corporation:

1. Name.

The name of this corporation is CBRL Group, Inc.

2. Registered Office, Registered Agent and Principal Office.

The address of the registered office of this corporation is in
Wilson County at 305 Hartmann Drive, Lebanon TN 37087, and the name
of the corporation's registered agent at that office is James F.
Blackstock. The address of the principal office of this corporation
is in Wilson County at 305 Hartmann Drive, Lebanon TN 37087.

3. Incorporator.

The name and address of the incorporator is James F. Blackstock, 305
Hartmann Drive, Lebanon TN 37087.

4. FOR Profit.

This corporation is for profit.

5. Stock.

(a) Capitalization. The maximum number of shares that the
corporation has authority to issue is 500,000,000 shares, of which
400,000,000 shares are classified and designated common stock
("Common Stock") and 100,000,000 shares are classified and
designated preferred stock ("Preferred Stock").

(b) Common Stock. The shares classified and designated as Common
Stock have a par value of $0.01 per share, and when issued and
outstanding, shall have unlimited voting rights, and shall be
entitled to receive the net assets of this corporation upon
dissolution.

(c) Preferred Stock. With respect to shares designated and
classified as Preferred Stock, the Board of Directors of the
corporation, pursuant to Section 48-16-102 of the TBCA, are
authorized to establish and to determine, in whole or in part, to
the full extent permitted by Tennessee law and within the limits set
forth in Section 48-16-101 of the TBCA, the preferences, limitations
and relative rights of the Preferred Stock or any series of
Preferred Stock. Unless and until otherwise specified by the Board
of Directors, the shares classified and designated as Preferred
Stock will have a par value of $0.01 per share. The Board of
Directors may authorize one or more series of Preferred Stock with
preferences, limitations and relative rights, including, but not
limited to:

(i) special, conditional or limited voting rights, or no right to
vote, except to the extent limits or conditions are prohibited by
the TBCA;

(ii) characteristics as redeemable or convertible;

(iii distributions to the shareholders calculated in any manner,
including dividends that may be cumulative, noncumulative, or
partially cumulative;

(iv) preferences over any class of shares with respect to
distributions, including dividends and distributions, upon
dissolution of this corporation; or

(v) specification and changes in the specification of par values.

In accordance with Section 48-16-101 of the TBCA, the foregoing list
of designations, preferences, limitations and relative rights is not
exhaustive.

(d) Filing Concerning Preferred Stock. Before issuing any shares
or any series of Preferred Stock pursuant to subparagraph 5(c), the
corporation must deliver to the Secretary of State for filing
articles of amendment, which are effective without shareholder
action, that set forth: (i) the name of this corporation; (ii) the
text of the amendment fixing the terms of the class or series of
shares; (iii) a statement that the amendment was duly adopted by the
Board of Directors; and (iv) the date it was adopted.

(e) Share Dividends. The Board of Directors may declare and issue
a share dividend consisting of one class or series of stock of the
corporation in respect to the shares of the same or another class or
series of stock of the corporation.

6. No Preemptive Rights.

No holder of shares of any class of stock of this corporation shall
have any preemptive rights to purchase or otherwise acquire any
shares of stock of any class of the corporation, or any options or
rights to purchase shares of any class, or any other securities of
the corporation convertible into or carrying an option to purchase
shares of any class, whether now or hereafter authorized. The Board
of Directors of this corporation may authorize the issuance of
shares of stock of any class of the corporation, or options or
rights to purchase shares of any class, or any securities
convertible into or carrying an option to purchase shares of any
class, without offering that issue of shares, rights, options or
other securities, in whole or in part, to any shareholders of the
corporation.

7. Special Shareholders' Meetings.

In addition to the ability of the Board of Directors to call a
special meeting as provided in the Bylaws of this corporation, the
holders of at least 20% of all the votes entitled to be cast on any
issue to be considered at a proposed special meeting may sign, date
and deliver to the corporation's Secretary one or more written
demands for a special meeting describing the purpose or purposes for
which it is to be held. Upon receipt by the Secretary of such a
demand or demands, the Secretary shall call a special meeting in
accordance with the Bylaws of the corporation and Tennessee law.

8. Directors.

The number of directors shall initially be 13. The number of
directors may be changed and fixed at a different number from time
to time by a majority of the entire Board of Directors. The Board
of Directors may not fix a number of directors less than 5.

9. Removal of Directors.

The shareholders of this corporation may remove a director only for
cause. Any or all of the directors may be removed for cause by a
vote of a majority of the entire Board of Directors.

10. Director Liability and indemnification.

(a) Limitation of Liability. A director of this corporation shall
not be personally liable to the corporation or to its shareholders
for monetary damages for breach of fiduciary duty as a director, but
this provision shall not eliminate or limit the liability of a
director of this corporation (i) for any breach of the director's
duty of loyalty to the corporation or to its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) under Section 48-18-304 of
the Tennessee Business Corporation Act. If the Tennessee
Business Corporation Act is later amended to authorize the further
elimination or limitation of the liability of directors, then in
addition to the limitation on personal liability initially provided
in this Charter, the liability of a director of the corporation
shall be limited to the fullest extent permitted by the amended
Tennessee Business Corporation Act. This Article shall not
eliminate or limit the liability of a director for any act or
omission occurring prior to the date when this Charter became
effective, if such a limitation or elimination of liability of a
director for those acts or omissions is prohibited by the Tennessee
Business Corporation Act as then in effect. Any repeal or
modification of this Section 10 by the shareholders of the
corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of that repeal or
modification.

Indemnification. This corporation shall have the power to indemnify
any director, officer, employee, agent of the corporation, or any
other person who is serving at the request of the corporation in any
such capacity with another corporation, partnership, joint venture,
trust, or other enterprise (including, without limitation, any
employee benefit plan) to the fullest extent permitted by the
Tennessee Business Corporation Act as it exists on the date of this
Charter or as it may later be amended, and that indemnification may
continue as to any person who has ceased to be a director, officer,
employee, or agent and shall benefit the heirs, executors, and
administrators of the affected person.

Insurance. By action of its Board of Directors, notwithstanding any
interest of the directors in the action, the corporation may
purchase and maintain insurance, in amounts the Board of Directors
deems appropriate, to protect any director, officer, employee, or
agent of the corporation or any other person who is serving at the
request of the corporation in any such capacity with another
corporation, partnership, joint venture, trust, or other enterprise
(including, without limitation, any employee benefit plan) against
any liability asserted against him or her or incurred by him or her
in that capacity or arising out of that status (including, without
limitation, expenses, judgments, fines, any excise taxes assessed on
a person with respect to any employee benefit plan, and amounts paid
in settlement) to the fullest extent permitted by the Tennessee
Business Corporation Act as it exists on the date of this Charter,
or as it may later be amended, and whether or not the corporation
would have the power or would be required to indemnify that person
under the terms of any agreement or bylaw or the Tennessee Business
Corporation Act.

11. Business Combinations.

(a) Application of the Act. The provisions of Sections 48-35-201
through 48-35-209 of the TBCA, otherwise known and cited as the
"Tennessee Business Combination Act," as that act may be amended
from time to time, shall apply to the fullest extent provided by law
to any Business Combination, as defined in the Tennessee Business
Combination Act.

(b) Corporation Not Liable for Resisting Merger, Exchange, Etc. So
long as this corporation has a class of voting stock registered or
traded on a national securities exchange or registered with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, neither the corporation nor its directors or
officers shall be liable at law or equity for either having failed
to approve the acquisition of shares by an Interested Shareholder,
as defined in the Tennessee Business Combination Act, on or before
an Interested Shareholder's share acquisition date, or for seeking
to enforce or implement the Tennessee Business Combination Act or
the Tennessee Control Share Acquisition Act, or for failing to adopt
or recommend any charter or bylaw amendment or provision respecting
the Tennessee Business Combination Act or the Tennessee Control
Share Acquisition Act, or for opposing any proposed merger,
exchange, tender offer or significant disposition of assets of the
corporation or any subsidiary because of a good faith belief that
the merger, tender offer, exchange or significant disposition of
assets would adversely affect the social, legal, environmental or
economic circumstances of the corporation, its employees, customers
or suppliers, or the communities in which the corporation, or its
subsidiaries, operate or are located. In making decisions concerning
these matters, this corporation's officers and directors may also
specifically consider any other relevant factors, including, but not
limited to, (i) the financial and managerial resources and future
prospects of the other party, and (ii) the amount and form of the
consideration being offered in relation to the then current market
price for the corporation's outstanding shares of capital stock, in
relation to the then current value of the corporation in a freely
negotiated transaction and in relation to the Board of Directors'
estimate of the future value of the corporation (including the
unrealized value of its properties and assets) as an independent
concern.

12. Control Share Acquisitions.

(a) Application of the Act. The provisions of Sections 48-35-301
through 48-35-312 of the TBCA, otherwise known and cited as the
"Tennessee Control Share Acquisition Act," as that act may be
amended from time to time, shall apply to and govern, to the fullest
extent provided by law, any Control Share Acquisition of this
corporation's shares, as those terms are defined in the Tennessee
Control Share Acquisition Act.

(b) Redemption. Pursuant to Section 48-35-308 of the Tennessee
Control Share Acquisition Act, this corporation, at its option, may
redeem from the acquiring person all, but not less than all, control
shares acquired in a Control Share Acquisition, at any time during
the period ending 60 days after the last acquisition of control
shares by that person, for the fair value of those shares, if (i) no
control acquisition statement has been filed, or (2) a control
acquisition statement has been filed and the shares are not accorded
voting rights by the shareholders of this corporation pursuant to
Section 48-35-307. For purposes of this subparagraph, fair value
shall be determined as of the effective date of the vote of the
shareholders denying voting rights to the acquiring person, if a
control acquisition statement is filed, or if no control
acquisition statement is filed, as of the date of the last
acquisition of control shares by the acquiring person in a Control
Share Acquisition.

(c) Appraisal Right. Pursuant to Section 48-35-309 of the
Tennessee Control Share Acquisition Act, if control shares acquired
in a Control Share Acquisition are accorded voting rights and the
acquiring person has acquired control shares that confer upon that
person a majority or more of all voting power entitled to vote
generally with respect to the election of directors, all this
corporation's shareholders of record, other than the acquiring
person, who have not voted in favor of granting those voting rights
to the acquiring person shall be entitled to an appraisal of the
fair market value of their shares in accordance with Chapter 23 of
the Tennessee Business Corporation Act.

13. Charter Amendments.

This Charter may be amended or revised in accordance with the TBCA,
however, any reduction in the maximum number of shares the
corporation may issue under Section 5(a), and any amendment,
alteration, addition or repeal of Sections 5(c), 6, 7, 8, 9, 10, 11,
12 and this Section 13 may only be taken by the affirmative vote of
the holders of at least 75% of the outstanding shares of the capital
stock of this corporation entitled to vote on those matters,
considered for the purposes of this section as one class.

14. BYLAWS AMENDMENTS.

The Bylaws of this corporation may be amended or revised in
accordance with the TBCA, however, any amendment, alteration,
addition or repeal of Bylaws Section 1.02, Article 8 and Article 11
may only be taken by the affirmative vote of the holders of at least
75% of the outstanding shares of capital stock of this corporation
entitled to vote on those matters, considered for the purposes of
this section as one class.

Dated: August 6, 1998

/s/ James F. Blackstock
James F. Blackstock, Incorporator

APPENDIX A-2

BYLAWS
OF
CBRL GROUP, INC.

ARTICLE 1. BOARD OF DIRECTORS

1.01 Qualification and Election. The business and affairs of the
corporation shall be managed by a Board of Directors. Directors
need not be shareholders or residents of the State of Tennessee but
must be of legal age. At an annual meeting of the shareholders (or
a special meeting called for that purpose), a plurality of the votes
cast which were entitled to vote shall elect the directors. Each
director shall hold office until the expiration of the term for
which he or she is elected, and thereafter until a successor has
been elected and qualified.

1.02 Number. The number of directors shall initially be one, until
the number is otherwise fixed or changed from time to time by a
majority of the entire Board of Directors. The Board of Directors
may not fix a number of directors less than 3.

1.03 Executive and Other Committees. The Board of Directors, by a
resolution adopted by a majority of the directors, may designate
committees consisting of one or more persons, who may or may not be
directors, and the Board may delegate to any committee any authority
that the Board of Directors deems desirable, including the right to
delegate to an Executive Committee the power to exercise all the
authority of the Board of Directors in the management of the affairs
and property of this corporation. All members of committees that
exercise powers of the Board of Directors must be members of the
Board.

ARTICLE 2. OFFICERS

2.01 Number. This corporation shall have a Chairman of the Board,
a President and a Secretary, and any other officers that the Board
of Directors from time to time considers necessary. The same person
may hold any two or more offices, except the offices of President
and Secretary.

2.02 Election and Term. The Board of Directors shall elect the
officers at its annual meeting (or at a special meeting called for
that purpose). Each officer shall serve until the expiration of the
term for which he or she is elected, and thereafter until a
successor has been elected and qualified.

2.03 Duties. All officers shall have the authority and perform
those duties in the management of the corporation which are normally
incident to their offices and as the Board of Directors provides
from time to time.

(a) Chairman of the Board. The Chairman of the Board shall, when
present, preside at meetings of the Board of Directors and
shareholders and shall exercise all powers and perform all other
duties assigned by the Board of Directors. Until reassigned by the
Board of Directors, the Chairman of the Board shall be the chief
executive officer of the corporation.

(b) President. Subject to any supervisory powers given by the
Board of Directors to the Chairman of the Board, the President shall
be the chief operating officer of the corporation and shall, subject
to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers and
employees of the corporation. In the absence of the Chairman of the
Board, or if there is no Chairman of the Board, the President shall
preside at meetings of the Board of Directors or shareholders.

(c) Vice Presidents. In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by
the Board of Directors, or if not ranked, a Vice President
designated by the Board of Directors, shall perform all the duties
of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The
Vice Presidents shall have the other powers and perform the other
duties prescribed for them respectively by the Board of Directors,
by the President, or by the Chairman of the Board.

(d) Chief Financial Officer. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including amounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall be open
at all reasonable times for inspection by any director. The Chief
Financial Officer shall arrange for deposit of all moneys and other
valuables in the name and to the credit of the corporation with the
depositories designated generally by the Board of Directors, shall
disburse the funds of the corporation as provided by the Board of
Directors, shall render to the Chairman, President and directors,
whenever requested, an account of all transactions as Chief
Financial Officer and an account of the financial condition of the
corporation.

(e) Secretary. The Secretary shall keep or cause to be kept a
corporate Minute Book. The Minute Book shall contain minutes of all
meetings and actions of directors, committees of directors, and
shareholders.

The Secretary shall keep or cause a transfer agent to keep a share
register or a duplicate share register showing the names of all
shareholders and their addresses, the number and classes of shares
held by each, the number and date of certificates issued for shares,
and the number and date of cancellation of certificates surrendered
for cancellation.

The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, as
required by law or these Bylaws, and shall keep the seal of the
corporation.

2.04 Bonds of Officers. The Board of Directors shall determine
which officers of the corporation, if any, shall give bond, and the
bond terms and amount, the expense of the bond to be paid by the
corporation.

ARTICLE 3. RESIGNATIONS, REMOVALS AND VACANCIES

3.01 Resignations. Any officer or director may resign at any time
by giving written notice to the Chairman of the Board of Directors,
the President or the Secretary. The resignation shall take effect
at the time specified in the notice, or, if no time is specified,
then upon its acceptance by the Board of Directors.

3.02 Removal of Officers. The Board of Directors may remove any
officer or agent whenever in the judgment of the Board the best
interests of the corporation will be served by the removal.

3.03 Officer Vacancies. If any office becomes vacant by reason of
the death, resignation, disqualification or removal of the
incumbent, or from any other cause, the Board of Directors may, by
the vote of a majority, elect a successor to hold office for the
unexpired term in respect to which the vacancy occurred or was
created. In case of the absence of any officer of the corporation,
or for any reason that the Board of Directors considers sufficient,
the Board, for the time being, may delegate the powers of the absent
officer to any other officer or to any director, except where
otherwise provided by these Bylaws or by statute.

3.04 Removal of Directors. Directors may be removed only in
accordance with the Charter of the corporation.

3.05 Director Vacancies. Newly created directorships resulting
from an increase in the number of directors, and vacancies occurring
in any existing directorship for any reason, including removal of a
director, may be filled by the vote of a majority of the directors
then in office, even if less than a quorum exists.

ARTICLE 4. MEETINGS OF DIRECTORS

4.01 Meetings. The annual meeting of the Board of Directors shall
be held at the same place as, and immediately following, the annual
meeting of the shareholders, at which time the Board of Directors
shall elect the officers of the corporation. The Board may also
designate more frequent intervals for regular meetings. Special
meetings may be called at any time by the Chairman of the Board, by
the President or by any 2 directors. The directors shall designate
the place of any meeting.

4.02 Notice of Directors' Meeting. The annual and all regular
Board meetings may be held without notice. Special meetings shall
be held upon notice of time, date and place sent by any usual means
of communication not less than 2 days before the special meeting.
A director may waive the right to notice in writing before, during,
or after a meeting. Unless a director promptly objects to holding
the meeting for lack of notice, any meeting at which all of the
directors are present shall be a valid meeting whether or not notice
of the meeting was given, and any business may be transacted at that
meeting.

4.03 Quorum and Vote. The presence of a majority of the directors
constitutes a quorum for the transaction of business. A meeting may
be adjourned despite the absence of a quorum, and notice of an
adjourned meeting is not necessary if the time and place to which
the meeting is adjourned are fixed at the meeting at which the
adjournment is taken, and if the period of adjournment does not
exceed one month in any one adjournment. The vote of a majority of
the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the vote of a
greater number is required by the Charter, these Bylaws or the laws
of the State of Tennessee.

4.04 Presence through Communications Equipment. Meetings of the
Board of Directors, and any meeting of any Board committee, may be
held through any communications equipment if all persons
participating can hear each other, and participation in a meeting
pursuant to this subparagraph shall constitute presence at that
meeting.

4.05 Meetings and Actions of Committees. Meetings and actions of
committees shall be governed by, and held and taken in accordance
with, the provisions of this Article 4, at Sections 4.01, 4.02, 4.03
and 4.04. The context of those Sections changes as necessary to
substitute the committee and its members for the Board of Directors
and its members. The time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by
resolution of the committee. Special meetings of committees may
also be called by the Chairman, by the President, or by resolution
of the Board of Directors, and notice of special meetings of
committees shall also be given to any alternative members who have
the right to attend meetings of the committee.

ARTICLE 5. MEETINGS OF SHAREHOLDERS

5.01 Annual Meeting. The annual meeting of the shareholders shall
be held at the time and place, either within or without the State of
Tennessee, designated by the Board of Directors. Unless another
date is specified by the directors, the annual meeting shall be held
on the fourth Tuesday of November of each year, or as close to that
date as practicable. Any business may be transacted at the annual
meeting without specific notice of any business being given, except
business for which the law requires specific notice.

5.02 Special Meetings. Special meetings of the shareholders may be
called by a majority of the Board of Directors. The directors shall
designate the time, date and place of a special meeting.
Shareholders may call a special meeting in accordance with the
Charter of the corporation.

5.03 Notice of Shareholder Meetings. Written or printed notice
stating the place, date and time of the meeting, and, in the case of
a special meeting, the purposes for which the special meeting is
called and identifying those calling the special meeting, shall be
delivered either personally or by mail by or at the direction of the
President, the Secretary or the person calling the meeting, to each
shareholder entitled to vote at the meeting. The notice shall be
delivered not less than 10 days nor more than 2 months before the
date of the meeting. If mailed, the notice shall be considered
delivered when deposited in the United States mail, postage prepaid,
addressed to the shareholder at the address which appears on the
stock transfer books of the corporation; if delivered personally,
the notice shall be considered delivered when actually received by
the shareholder. The person giving the notice shall certify that
the required notice has been given. Any shareholder may, in
writing, waive the right to notice of annual or special meetings
either before, during or after the meeting.

5.04 Quorum Requirements. A majority of the shares entitled to vote
on a matter shall constitute a quorum for the transaction of
business. A meeting may be adjourned despite the absence of a
quorum, and notice of an adjourned meeting is not necessary if the
time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. Other than for the
election of directors, who are chosen by plurality votes, when a
quorum is present at any meeting and votes cast in favor of an
action exceed votes cast in opposition to that action, then the
action shall constitute corporate action and shall decide any
question brought before that meeting, unless the question is one
upon which, by express provision of the Charter, these Bylaws or by
the laws of the State of Tennessee, a larger or different vote is
required, in which case the express provision shall govern the
decision on that question.

5.05 Voting and Proxies. Every shareholder entitled to vote at a
meeting may do so either in person or by written proxy. The written
proxy shall be filed with the Secretary of the corporation or other
officer or agent authorized to tabulate votes before being voted.
A proxy entitles the holder of that proxy to vote at any adjournment
of the meeting, but shall not be valid after the final adjournment
of that meeting. No proxy shall be valid after the expiration of 11
months from the date of its execution, unless the proxy provides
otherwise.

5.06 Record Date for Shareholder Notice, Voting and Consent. To
determine the shareholders entitled to notice of any meeting, or
entitled to vote or to consent to corporate action without a
meeting, the Board of Directors may fix a record date in advance.
The record date shall not be more than 70 days nor less than 10 days
before the date of any meeting or any action without a meeting.
Only shareholders of record on the specified date are entitled to
notice and to vote or to give consents, notwithstanding any transfer
of shares on the books of the corporation after the record date.

If the Board of Directors does not fix a record date:

(1) the record date for determining shareholders entitled to notice
of or to vote at a shareholders' meeting is the close of business on
the business day immediately preceding the day on which notice is
given;

(2) the record date for determining shareholders entitled to consent
in writing to corporate action without a meeting is the date on
which the first written consent is given.

ARTICLE 6. ACTION BY WRITTEN CONSENT

Whenever the shareholders or directors are required or permitted to
take any action by vote, the action may be taken without a meeting
by written consent. The written consent shall (i) set forth the
action taken, (ii) be signed by all the persons or entities entitled
to vote on that action, (iii) indicate each shareholder's or
director's vote or abstention, and (iv) be delivered to the
corporation for inclusion in its corporate records.

ARTICLE 7. CAPITAL STOCK

7.01 Stock Certificates. The Board of Directors may determine to
issue to each shareholder a certificate or certificates of capital
stock of the corporation in the form prescribed by the Board.
Unless otherwise decided by the Board of Directors, all certificates
shall be signed in the name of the corporation by the Chairman of
the Board, or the President and by the Chief Financial Officer, or
the Secretary, of the corporation. Any or all of the signatures on
the certificates may be facsimile. If any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been
placed on a certificate ceases to be an officer, transfer agent, or
registrar before that certificate is issued, it may be issued by the
corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue. The Board of
Directors also may elect, in lieu of issuing certificates, to
provide for the issuance of uncertificated shares of the capital
stock of the corporation; however, all shares of the same class must
be either certificated or uncertificated.

7.02 Transfer of Shares. Subject to any restrictions on transfer
imposed by either the applicable securities laws or any shareholder
agreement, shares of stock may be transferred on the books of the
corporation by delivery and surrender of the properly assigned
certificate, or with respect to a transfer of uncertificated shares,
a written order to the corporation, in a form acceptable to the
corporation and its transfer agent, authorizing and instructing the
corporation to effect the transfer.

7.03 Loss of Certificates. In case of loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may
be issued upon the terms prescribed by the Board of Directors,
including provision for indemnification of the corporation secured
by a bond or other security sufficient to protect the corporation
against any claim that may be made against it, including any expense
or liability, on account of the alleged loss, theft, or destruction
of the certificate or the issuance of the replacement certificate.

ARTICLE 8. INDEMNIFICATION OF DIRECTORS, OFFICERS, OTHERS

8.01 Right to Indemnification. This corporation, to the fullest
extent permitted by applicable law as then in effect, shall
indemnify any person (an "Indemnitee") who was or is involved in any
manner (including, without limitation, as a party or a witness), or
is threatened to be involved, in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, including without
limitation, any action, suit, or proceeding by or in the right of
the corporation to procure a judgment in its favor (each, a
"Proceeding"), by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with any Proceedings. This indemnification shall be a
contract right and shall include the right to receive payment in
advance of any expenses incurred by an Indemnitee in connection with
Proceedings, consistent with the provisions of applicable law as
then in effect.

8.02 Contracts and Funding. The corporation may enter into
contracts with any director, officer, employee or agent of the
corporation in furtherance of the provisions of this Article 8, and
may create a trust fund, grant a security interest, or use other
means (including, without limitation, a letter of credit) to ensure
the payment of all amounts necessary to effect indemnification as
provided in this Article.

8.03 Employee Benefit Plans. For purposes of this Article 8,
references to "other enterprises" shall include employee benefit
plans and employee welfare benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to
any employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties
on, or involves services by, that director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner not opposed to the best interests
of the corporation.

8.04 Indemnification Not Exclusive Right. The right of
indemnification and advancement of expenses provided in this Article
8 is not exclusive of any other rights to which a person seeking
indemnification may otherwise be entitled, under any statute, bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding the office. The
provisions of this Article shall benefit the heirs and legal
representatives of any person entitled to indemnity under this
Article and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article, whether arising from
acts or omissions occurring before or after adoption.

8.05 Advancement of Expenses and Procedures. In furtherance, but
not in limitation, of the provisions in this Article 8, the
following procedures and remedies apply with respect to advancement
of expenses and the right to indemnification:

(a) Advancement of Expenses. All reasonable expenses incurred by or
on behalf of an Indemnitee in connection with Proceedings shall be
advanced from time to time to the Indemnitee by the corporation
within 20 days after the receipt by the corporation of a statement
or statements from the Indemnitee requesting the advance, whether
prior to or after final disposition of a Proceeding. Each statement
shall reasonably evidence the expenses incurred by the Indemnitee,
and if required by law at the time of the advance, shall include or
be accompanied by an undertaking by or on behalf of the Indemnitee
to repay the amounts advanced if it should ultimately be determined
that the Indemnitee is not entitled to be indemnified against those
expenses.

(b) Written Request for Indemnification. To obtain indemnification
under this Article, an Indemnitee shall submit to the Secretary of
the corporation a written request, including all documentation and
information reasonably available to the Indemnitee and reasonably
necessary to determine whether and to what extent the Indemnitee is
entitled to indemnification (the "Supporting Documentation"). The
determination of the Indemnitee's entitlement to indemnification
shall be made within a reasonable time after receipt by the
corporation of the written request for indemnification together with
the Supporting Documentation. The Secretary of the corporation,
promptly upon receipt of a request for indemnification, shall advise
the Board of Directors in writing of that request.

(1) by the Board of Directors by majority vote of a Board quorum
consisting of directors not at the time parties to the Proceeding;

(2) if a quorum cannot be obtained under subdivision (c)(1), by a
majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may
participate), consisting solely of 2 or more directors not at the
time parties to the Proceeding;

(3) by independent special legal counsel selected by the Board of
Directors or its committee in the manner prescribed in subdivision
(c)(1) or (c)(2); or if those subdivisions cannot be satisfied,
selected by majority vote of the full Board (in which selection
directors who are parties may participate); or

(4) by the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the Proceeding
may not be voted on the determination.

ARTICLE 9. RECORDS AND REPORTS.

9.01 Maintenance of Certain Records. The corporation shall keep at
its principal executive office, or at the office of its transfer
agent or registrar, and as otherwise determined by resolution of the
Board of Directors, a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of shares
held by each.

9.02 Inspection of Records by Shareholders.

(a) A shareholder may, during regular business hours on 5 business
days prior written demand on the corporation, inspect and copy:

(i) the Charter or Restated Charter and all amendments currently in
effect;

(ii) the Bylaws or Restated Bylaws and all amendments currently in
effect;

(iii) resolutions adopted by the Board of Directors creating one or
more classes or series of shares, and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding;

(iv) the Minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting, for the past 3
years;

(v) all written communications to shareholders generally within the
past 3 years, including certain financial statements prepared for
the past 3 years;

(vi) a list of the names and business addresses of the current
directors and officers; and

(vii) the most recent annual report delivered to the Tennessee
Secretary of State.

(b) Shareholders may inspect other specified corporate records
pursuant to Section 48-26-102 of the Tennessee Business Corporation
Act.

9.03 Inspection of Records by Directors. Every director has the
right at any reasonable time to inspect all books, records and
documents of every kind and the physical properties of the
corporation and each of its subsidiary corporations. Inspection by
a director may be made in person or by an agent or attorney duly
designated by the director, and the right of inspection includes the
right to copy and make extracts.

ARTICLE 10. GENERAL CORPORATE MATTERS.

10.01 Record Date for Purposes Other than Notice and Voting.

(a) For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other
lawful action (other than notice of a meeting, voting, or action by
the shareholders by written consent without a meeting), the Board of
Directors may fix, in advance, a record date, which shall not be
more than 70 days before that action, and only shareholders of
record on the date fixed are entitled to receive the dividend,
distribution, or allotment of rights or to exercise the rights,
notwithstanding any transfer of any shares on the books of the
corporation after the specified record date, except as otherwise
provided in the Tennessee Business Corporation Act.

(b) If the Board of Directors does not fix a record date, the record
date for determining shareholders for any of these purposes shall be
at the close of business on the day on which the board adopts the
applicable resolution.

10.02 Seal. The corporation may adopt a corporate seal and may
modify it from time to time. The seal shall contain the name of the
corporation, the year of its incorporation, and the word
"Tennessee."

ARTICLE 11. AMENDMENT OF BYLAWS

These Bylaws may be amended, supplemented or repealed as provided by
the laws of the State of Tennessee and the Charter of the
corporation.

CRACKER BARREL OLD COUNTRY STORE, INC.
Proxy solicited by and on behalf of the Board of Directors for the
Annual Meeting of Shareholders to be held on Tuesday, November 24,
1998

The undersigned hereby appoints Dan W. Evins and Ronald N. Magruder
and each of them, as proxies, with full power of substitution, to
vote all shares of the undersigned as shown below on this proxy at
the Annual Meeting of Shareholders of Cracker Barrel Old Country
Store, Inc. to be held at the Company's offices located on Hartmann
Drive, Lebanon, Tennessee, on Tuesday, November 24, 1998 at 10:00
a.m., local time, and any adjournments of that meeting.

The Board of Directors recommends a vote "FOR" proposals 1, 2 and 4.

1. ELECTION OF DIRECTORS:
__ FOR all of the following nominees: James C. Bradshaw, Robert V.
Dale, Dan W. Evins, Edgar W. Evins, William D. Heydel, Robert C.
Hilton, Charles E. Jones, Jr., Charles T. Lowe, Jr., B.F. Lowery,
Ronald N. Magruder, Gordon L. Miller, Martha M. Mitchell and Jimmie
D. White.
___WITHHOLD AUTHORITY (ABSTAIN) to vote for the following nominee(s)
(please print name(s)):
______________________________________________________________
______________________________________________________________
___ WITHHOLD AUTHORITY (ABSTAIN) to vote for all nominees.

2. TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 1999.
__ FOR __ AGAINST __ WITHHOLD AUTHORITY (ABSTAIN)
The Board of Directors recommends a vote "AGAINST" proposal 3.

3. TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD OF
DIRECTORS IMPLEMENT NON-DISCRIMINATORY POLICIES RELATING TO SEXUAL
ORIENTATION.
__ FOR __ AGAINST ____ WITHHOLD AUTHORITY (ABSTAIN)
(Please date and sign this proxy on the reverse side)

4. TO VOTE ON A PROPOSAL FOR THE TAX-FREE REORGANIZATION OF THE
COMPANY INTO A HOLDING COMPANY STRUCTURE BY THE APPROVAL OF THE PLAN
OF MERGER, ATTACHED TO THE PROXY STATEMENT AND PROSPECTUS AS
APPENDIX A AND PROVIDING FOR THE MERGER OF CBRL ACQUISITION CORP.
WITH AND INTO THE COMPANY, ALL AS DESCRIBED IN THE PROXY STATEMENT
AND PROSPECTUS.
___ FOR __ AGAINST __ WITHHOLD AUTHORITY (ABSTAIN)

5. In their discretion, to transact such other business as may
properly be brought before the meeting or any adjournment of the
meeting.

Your shares will be voted in accordance with your instructions. If
no choice is specified, shares will be voted FOR the nominees in the
election of directors, FOR approval of the selection of Deloitte &
Touche LLP, AGAINST the shareholder proposal implementing non-discriminatory
policies relating to sexual orientation, and FOR the
tax-free reorganization and Plan of Merger.

Date:__________, 1998
PLEASE SIGN HERE AND RETURN PROMPTLY

_______________________________

_______________________________
Please sign exactly as your name appears at left. If registered in
the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians, attorneys and corporate
officers should show their full titles.

___________________________________
If you have changed your address, please PRINT your new address on
this line.