SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-Q
                                        
                Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                   For the Quarterly Period Ended May 1, 1998

                          Commission file number 0-7536

                      CRACKER BARREL OLD COUNTRY STORE, INC.

A Tennessee Corporation                           I.R.S. EIN: 62-0812904

                          Hartmann Drive, P. O. Box 787
                          Lebanon, Tennessee 37088-0787

                                   615-444-5533



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports), and (2) has  been  subject  to  such  filing
requirements for the past 90 days.

     Yes X     No


                      62,378,150 Shares of Common Stock
                  Issued and Outstanding as of May 29, 1998

<PAGE> 1


                                     PART I

Item 1. Financial Statements

                     CRACKER BARREL OLD COUNTRY STORE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                        (In thousands, except share data)
<TABLE>
                                         May 1,          August 1, 
                                          1998             1997
                                          ____             ____
ASSETS                                 (Unaudited)       (Audited)
<S>                                 <C>              <C>
Current assets:
  Cash and cash equivalents             $ 51,599         $ 64,933
  Short-term investments                      --            1,666
  Receivable                               3,698            4,836
  Inventories                             77,024           73,269
  Prepaid expenses                         3,674            4,707
                                        ________         ________

    Total current assets                 135,995          149,411
                                        ________         ________

  Property and equipment, net            784,640          678,167
  Other assets                            15,296            1,127
                                        ________         ________

  Total assets                          $935,931         $828,705
                                        ========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                      $ 31,816         $ 27,422
  Accrued expenses                        62,552           57,669
  Current portion of long-term debt        2,500            3,500
  Current portion of other long-term 
   obligations                               166              166
                                        ________         ________

     Total current liabilities            97,034           88,757
                                        ________         ________

Long-term debt                            59,500           62,000
Other long-term obligations               17,818           17,516

Stockholders' equity:
  Common stock - $.50 par value,
    authorized 150,000,000 shares,
    issued and outstanding 62,078,534
    at May 1, 1998 and 61,065,306
    at August 1, 1997                     31,170           30,533 
  Additional paid-in capital             244,581          211,850
  Retained earnings                      485,828          418,049
                                        ________         ________

     Total stockholders' equity          761,579          660,432
                                        ________         ________

Total liabilities and stockholders'
  equity                                $935,931         $828,705
                                        ========         ========
</TABLE>


See notes to condensed consolidated financial statements.
                                        
<PAGE> 2
                     CRACKER BARREL OLD COUNTRY STORE, INC.
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>


                                   Quarter Ended      Nine Months Ended
                                 __________________  __________________
                                  May 1,    May 2,    May 1,    May 2,
                                   1998      1997      1998      1997
                                   ____      ____      ____      ____
<S>                           <C>       <C>       <C>       <C>
 Net sales:
   Restaurant                    $248,078  $216,355  $722,445  $613,620
   Retail                          69,286    58,707   229,464   188,198
                                 ________  ________  ________  ________
 
      Total sales                 317,364   275,062   951,909   801,818
 
 Cost of goods sold               107,422    92,447   330,549   279,333
                                 ________  ________  ________  ________
 
 Gross profit on sales            209,942   182,615   621,360   522,485
 
 Labor & related expenses         108,015    94,320   320,729   270,716
 Other store operating expenses    47,785    40,491   143,927   119,525
                                 ________  ________  ________  ________
 
 Store operating income            54,142    47,804   156,704   132,244
                                 ________  ________  ________  ________
 
 General and administrative        15,480    14,904    48,028    44,011
                                 ________  ________  ________  ________
 
 Operating income                  38,662    32,900   108,676    88,233
 
 Interest expense                     262       729     2,159     1,087
 Interest income                      754       501     2,270     1,387
                                 ________  ________  ________  ________
 
 Pretax income                     39,154    32,672   108,787    88,533
 Provision for income taxes        14,409    12,154    40,034    33,178
                                 ________  ________  ________  ________
 
 Net income                      $ 24,745  $ 20,518  $ 68,753  $ 55,355
                                 ========  ========  ========  ========
 
 Earnings per share:
    Basic                        $    .40  $    .34  $   1.12  $    .91
                                 ========  ========  ========  ========
    Diluted                      $    .39  $    .33  $   1.09  $    .90
                                 ========  ========  ========  ========
 Weighted average shares:
    Basic                          62,037    60,901    61,641    60,759
                                 ========  ========  ========  ========
    Diluted                        63,578    61,640    62,888    61,336
                                 ========  ========  ========  ========
 
 Dividends per share             $   .005  $   .005  $   .015  $   .015
                                 ========  ========  ========  ========
 </TABLE>
 
 
 See notes to condensed consolidated financial statements.
 
<PAGE> 3
 

                     CRACKER BARREL OLD COUNTRY STORE, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>


                                                         Nine Months Ended
                                                      _______________________

                                                        May 1,         May 2,
                                                         1998           1997
                                                         ____           ____
  Cash flows from operating activities:
  <S>                                               <C>            <C>
    Net income                                         $68,753        $55,355
    Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation and amortization                    32,266         27,995
       Loss on disposition of property and equipment       242             23
       Changes in assets and liabilities, net of 
         effects from acquisition:
       Inventories                                      (3,550)       (14,797)
       Other assets                                     (1,060)          (149)
       Accounts payable                                  3,800         (4,818)
       Other current assets and liabilities              7,033          3,060
                                                       _______        _______
    Net cash provided by operating activities          107,484         66,669
                                                       _______        _______
  
  Cash flows from investing activities:
    Purchase of investments                                --            (603)
    Proceeds from maturities of investments             1,666           4,246
    Purchase of property and equipment               (141,762)       (117,946)
    Cash paid for acquisition, net of cash acquired    (1,886)             --
    Proceeds from sale of property and equipment        2,968           1,341
                                                      _______         _______
    
    Net cash used in investing activities            (139,014)       (112,962)
                                                      _______         _______
  
  Cash flows from financing activities:
    Proceeds from issuance of long-term debt               --          50,000
    Proceeds from exercise of stock options            22,868           5,452
    Principal payments under long-term debt 
     and capital lease obligations                     (3,698)         (4,098)
    Dividends on common stock                            (974)           (911)
                                                      _______         _______
    Net cash provided by financing activities          18,196          50,443
                                                      _______         _______
  
  Net (decrease) increase in cash and cash 
   equivalents                                        (13,334)          4,150
  
  Cash and cash equivalents, beginning of year         64,933          28,971
                                                      _______         _______
  
  Cash and cash equivalents, end of period            $51,599         $33,121
                                                      =======         =======
  
  Supplemental disclosures of cash flow
    information:
    Cash paid during the nine months for:
      Interest                                       $ 3,217          $ 1,783
      Income taxes                                    36,595           25,359
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
<PAGE> 4
  
CRACKER BARREL OLD COUNTRY STORE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

1.  Condensed Consolidated Financial Statements

    The condensed consolidated balance sheet as of May 1, 1998 and the related
condensed consolidated statements of income and cash flows for the quarters and
nine-month periods ended May 1, 1998 and May 2, 1997, have been prepared by the
Company, without audit; in the opinion of management, all adjustments for a fair
presentation of such condensed consolidated financial statements have been made.

    These condensed consolidated financial statements should be read in 
conjunction with the consolidated financial statements and notes thereto 
contained in the Company's Annual Report on Form 10-K for the year ended August
1, 1997.

    Deloitte & Touche LLP, the Company's independent auditors, have performed a
limited review of the financial information included herein.  Their report on
such review accompanies this filing.

2.  Income Taxes

    The provision for income taxes for the quarter and nine-month period ended 
May 1, 1998 has been computed based on management's estimate of the tax rate for
the entire fiscal year of 36.8%.  The variation between the statutory tax rate
and the effective tax rate is due primarily to employer tax credits for FICA 
taxes paid on tip income.  The Company's effective tax rates for the quarter and
nine-month period ended May 2, 1997 and for the entire fiscal year of 1997 were
37.2%, 37.5%  and 37.0%, respectively.

3.  Seasonality

    The sales and profits of the Company are affected significantly by seasonal
travel and vacation patterns because of its interstate highway locations.  
Historically, the Company's greatest sales and profits have occurred during the
period of June through August.   Early December through the last part of 
February, excluding the Christmas holidays,  has historically been the period of
lowest sales and profits.  Therefore, the results of operations for the quarter
and nine-month period ended May 1, 1998 cannot be considered indicative of the 
operating results for the full fiscal year.

4.   Earnings per Share and Weighted Average Shares

    In February 1997, the Financial Accounting Standards Board ("FASB") issued 
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per 
Share," which requires presentation of basic and diluted earnings per share.  
Basic earnings per share is computed by dividing income available to common 
shareholders by the weighted average number of common shares outstanding for the
reporting period.  Diluted earnings per share reflects the potential dilution 
that could occur if securities, options or other contracts to issue common stock
were exercised or converted into common stock.  As required, the Company adopted
the provisions of SFAS No. 128 in the quarter ended January 30, 1998.  All prior
year weighted average and per share information has been restated in accordance
with SFAS No. 128.   Outstanding stock options issued by the Company represent 
the only dilutive effect reflected in diluted weighted average shares.

<PAGE> 5


5.  Acquisition of wholly-owned subsidiary

    On April 1, 1998, the Company acquired all of the capital stock of Carmine's
Prime Meats, Inc. for cash of $2,500 and common stock of $10,500.  The 
acquisition has been accounted for using the purchase method of accounting, and
accordingly, the purchase price has been allocated to the assets purchased and
the liabilities assumed based upon the fair values at the date of acquisition.
The excess of the purchase price over the fair value of the net assets acquired
was $12,654 and has been recorded as goodwill,  which is being amortized on a 
straight-line basis over 20 years.  The amount of goodwill amortization in the 
third quarter was $53.

    The net purchase price was allocated as follows:
<TABLE>

           <S>                                            <C>
               Current assets, other than cash acquired       $    205
               Property and equipment                              126
               Other assets                                         15
               Goodwill                                         12,654
               Liabilities assumed                                 614
               Purchase price, net of cash received            $12,386
</TABLE>

      The  operating  results of this acquired business have  been  included  in
the consolidated statement of income from the date of the acquisition.  On the 
basis of a proforma  consolidation of the results of operations as if the 
acquisition had taken place at the beginning of fiscal 1997 rather than at April
1, 1998, consolidated net sales, net income and earnings per share would not 
have been materially different from the reported amounts for fiscal 1997 and 
1998.  Such proforma amounts are not necessarily indicative of what the actual 
consolidated results of operations might have been if the acquisition had been 
effective at the beginning of fiscal 1997.

<PAGE> 6

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations (In thousands)

      All dollar amounts reported or discussed in Item 2 are shown in thousands.
Except  for  specific historical information, many of the matters  discussed  in
this  Form  10-Q  may express or imply projections of revenues or  expenditures,
statements of plans and objectives or future operations or statements of  future
economic   performance.   Those,  and  similar  statements  are  forward-looking
statements that involve risks, uncertainties and other factors which  may  cause
the  actual  performance of Cracker Barrel Old Country  Store,  Inc.  to  differ
materially  from those expressed or implied by such statements.   Factors  which
will  affect  actual results include, but are not limited to:  the  availability
and  costs  of acceptable sites for development; the ability of the  Company  to
retain qualified employees, and to recruit and train restaurant personnel in its
expansion locations; the acceptance of the Cracker Barrel concept as the Company
continues   to   expand  into  new  geographic  regions;  continued   successful
development  of  new  and  regional menu items; the  continued  success  of  the
Company's frequency-based Cracker Barrel Old Country Store Neighborhood program;
changes  in  or implementation of additional governmental rules and  regulations
affecting  wage and hour matters, health and safety and other areas affected  by
governmental  actions, and other factors described from  time  to  time  in  the
Company's  filings with the Securities and Exchange Commission,  press  releases
and other communications.

Results of Operations

 The  following  table highlights operating results by percentage  relationships
to  total net sales for the quarter and nine-month period ended May 1,  1998  as
compared to the same periods a year ago:

<TABLE>

                                  Quarter Ended           Nine Months Ended
                                __________________       __________________
                                 May 1,    May 2,         May 1,    May 2,
                                 1998      1997           1998      1997
                                 ____      ____           ____      ____
<S>                          <C>       <C>            <C>       <C>
Net sales:
    Restaurant                   78.2%     78.7%          75.9%      76.5%
    Retail                       21.8      21.3           24.1       23.5
                                _____     _____          _____      _____

     Total net sales            100.0     100.0          100.0      100.0

    Cost of goods sold           33.8      33.6           34.7       34.8
                                _____     _____          _____      _____

    Gross profit                 66.2      66.4           65.3       65.2

    Labor & related expenses     34.0      34.3           33.7       33.8 
    Other store operating
     expenses                    15.1      14.7           15.1       14.9
                                _____     _____          _____      _____

    Store operating income       17.1      17.4           16.5       16.5

    General and administrative    4.9       5.4            5.1        5.5
                                _____     _____          _____      _____

    Operating income             12.2      12.0           11.4       11.0

    Interest expense              0.1       0.3            0.2        0.1
    Interest income               0.2       0.2            0.2        0.2
                                _____     _____          _____      _____

    Pretax income                12.3      11.9           11.4       11.1
    Provision for income taxes    4.5       4.4            4.2        4.1
                                _____     _____          _____      _____

    Net income                    7.8%      7.5%           7.2%       7.0%
                                =====     =====          =====      =====
</TABLE>

<PAGE> 7

                                 Same Store Sales Analysis
                                     257 Store Average
                                     _________________
<TABLE>

                             Quarter Ended           Nine Months Ended
                          __________________       _____________________
                          May 1,      May 2,        May 1,        May 2,
                           1998        1997         1998           1997
                           ____         ____        ____           ____
<S>                    <C>        <C>           <C>          <C>
Restaurant                $752.4     $745.3        $2,274.0     $2,222.5
Retail                     203.6      200.6           708.6        679.5
                          ______     ______        ________     ________

Restaurant & retail       $956.0     $945.9        $2,982.6     $2,902.0
                          ======     ======        ========     ========
</TABLE>

Sales

      Net  sales for the third quarter of fiscal 1998 increased 15% compared  to
last  year's third quarter. Same store restaurant sales increased 1.0% and  same
store retail  sales increased 1.5%, for a total same store sales (restaurant and
retail)  increase of 1.1%.  Same store restaurant sales increased primarily  due
to an effective 2.3% menu price increase throughout the quarter partially offset
by  decreases in customer traffic.  Same store retail sales increased  primarily
due  to  an  improved  assortment of retail items in  the  stores.   New  stores
accounted for the balance of the third quarter net sales increase.

      Net  sales  for  the  nine-month period ended May 1, 1998,  increased  19%
compared  to  the  nine-month period ended May 2, 1997.  Same  store  restaurant
sales  increased 2.3% and same store retail sales increased 4.3%,  for  a  total
same  store  sales  (restaurant  and  retail)  increase  of  2.8%.   Same  store
restaurant  sales  increased  primarily due to  an  effective  2.5%  menu  price
increase for the period as a whole.  Same store retail sales increased primarily
due  to  an  improved  assortment of retail items in  the  stores.   New  stores
accounted for the balance of the nine-month period net sales increase.

Cost of Goods Sold

      Cost  of goods sold as a percentage of net sales for the third quarter  of
fiscal  1998  increased to 33.8% from 33.6% in the third quarter of  last  year.
This  increase  was  primarily due to higher produce prices  as  the  result  of
adverse  weather conditions in California and an increasing mix of retail  sales
which  have  a higher cost of goods than restaurant sales, partially  offset  by
improved initial mark-ons for retail merchandise.

      Cost  of goods sold as a percentage of net sales for the nine-month period
ended  May 1, 1998 decreased to 34.7% from 34.8% for the nine-month period ended
May  2, 1997.  This decrease was primarily due to improved initial mark-ons  for
retail merchandise, partially offset by an increasing mix of retail sales  which
have a higher cost of goods than restaurant sales.

Labor and Related Expenses

      Labor  and  related  expenses include all direct and  indirect  labor  and
related  costs  incurred in store operations.  Labor and related expenses  as  a
percentage of net sales decreased to 34.0% in the third quarter this  year  from
34.3%  last  year.  This decrease was primarily due to the lower  bonus  payouts
under  the  store-level bonus program instituted in fiscal 1997.  This  decrease
was partially offset by higher incremental labor expenses resulting from opening
22 stores in the third quarter of fiscal 1998 as compared to 15 stores opened in
the  third  quarter of fiscal 1997 and hourly wage inflation at  the  stores  of
approximately 3%.

      Labor and related expenses as a percentage of net sales decreased to 33.7%
in  the  nine-month period ended May 1, 1998 from 33.8% in the nine-month period
ended May 2, 1997.  This decrease was primarily

<PAGE> 8


due to the net improvement in store-level, hourly labor, resulting from enhanced
operational productivity, partially offset by store-level, hourly wage inflation
of  approximately 3%.  This net decrease was partially offset  by  higher  bonus
payouts under the store-level bonus program instituted in fiscal 1997.

Other Store Operating Expenses

      Other store operating expenses include all unit-level operating costs, the
major  components  of  which are operating supplies,  repairs  and  maintenance,
advertising expenses, utilities and depreciation and amortization.  Other  store
operating expenses as a percentage of net sales increased to 15.1% in the  third
quarter  of  fiscal  1998 from 14.7% in the third quarter of  last  year.   This
increase  was  primarily due to higher general liability insurance costs  versus
the prior year.

      Other  store operating expenses as a percentage of net sales increased  to
15.1%  in  the nine-month period ended May 1,  1998 from 14.9% in the nine-month
period  ended  May 2, 1997.  This increase was primarily due to the  incremental
advertising expense resulting from increased general advertising and the rollout
of  the Cracker Barrel Old Country Store Neighborhood Program and higher general
liability insurance costs versus the prior year.

General and Administrative Expenses

      General and administrative expenses as a percentage of net sales decreased
to  4.9%  in the third quarter of fiscal 1998 from 5.4% in the third quarter  of
last  year.  The primary reason for the decrease was increased sales  volume  as
compared to the third quarter of last year.

      General and administrative expenses as a percentage of net sales decreased
to  5.1%  in the nine-month period ended May 1, 1998 from 5.5% in the nine-month
period  ended  May 1, 1997.  The primary reason for the decrease  was  increased
sales volume as compared to the same nine-month period last year.

Interest Expense

     Interest expense decreased to $262 in the third quarter of fiscal 1998 from
$729  in  the third quarter of last year.  The decrease primarily resulted  from
the  increased  capitalized  interest during the quarter  as  a  result  of  the
increase  in  the  number of new stores under construction as compared  to  last
year.

      Interest expense increased to $2,159 in the nine-month period ended May 1,
1998  from  $1,087  in the nine-month period ended May 2,  1997.   The  increase
resulted from the Company drawing on the $50,000 term loan on December 2, 1996.

Interest Income

      Interest income increased to $754 in the third quarter of fiscal 1998 from
$501  in  the  third quarter of last year.  The increase was  primarily  due  to
higher average funds available for investment.

      Interest income increased to $2,270 in the nine-month period ended May  1,
1998  from $1,387 in the nine-month period ended May 2, 1997.  The increase  was
primarily due to lower average funds available for investment.

<PAGE> 9


Recent Accounting Pronouncements Not Yet Adopted

      In  June 1997, SFAS No. 130, "Reporting Comprehensive Income," was issued.
SFAS  No. 130 specifies how to report and display comprehensive income  and  its
components.   This  statement  is effective for  fiscal  years  beginning  after
December  15,  1997, with restatement of all prior periods shown.   The  Company
will adopt SFAS No. 130 in the first quarter of fiscal 1999.  In June 1997, SFAS
No.  131, "Disclosures about Segments of an Enterprise and Related Information,"
was  issued.  SFAS No. 131 requires the disclosure of certain information  about
operating segments in the financial statements.  This statement is effective for
fiscal  years beginning after December 15, 1997, with restatement of  all  prior
periods  shown if not impracticable to do so.  The Company will adopt  SFAS  No.
131  in  the  first  quarter of fiscal 1999.  In March  1998,  the  FASB  issued
Statement  of  Position  ("SOP") 98-1, "Accounting for  the  Costs  of  Computer
Software  Developed or Obtained for Internal Use."  This statement is  effective
for  fiscal  years  beginning after December 15, 1998 at the  beginning  of  the
fiscal  year  on a prospective basis.  The Company will adopt SOP  98-1  in  the
first quarter of fiscal 2000.  The Company does not expect the adoption of  SFAS
Nos.  130  or  131  or  SOP  98-1 to have a material  effect  on  the  Company's
consolidated financial statements.

Year 2000 Compliance

      As  the  year  2000  approaches, a critical  business  issue  has  emerged
regarding  how existing application software programs and operating systems  can
accommodate this date value.  Many existing application software products in the
marketplace  were  designed to accommodate only two-digit  date  entries.  As  a
result,  computer systems and software used by many companies  may  need  to  be
upgraded  to  comply  with  such  "Year 2000" requirements.   Beginning  in  the
Company's  fiscal year 2000, the computer systems and software programs  of  the
Company  and  its vendors will need to be able to accept four-digit  entries  to
distinguish  years beginning with 2000 from prior years. While the  Company  has
developed a plan to ensure that its software applications and programs are  Year
2000 compliant, there can be no assurance that such plan will be implemented  in
a timely and effective manner or that coding errors or other defects will not be
discovered  after  its  implementation.  The Company has also  initiated  formal
communications with its significant vendors to determine the extent to which the
Company  is  vulnerable to those third parties' failure to remediate  their  own
Year  2000  issues.  Although management does not believe the Year  2000  issues
will  have  a  material  adverse effect on the Company's business  or  financial
condition,  any  Year 2000 compliance problem of the Company  or  its  suppliers
could result in such a material adverse affect.

Liquidity and Capital Resources

      The  Company's operating activities provided net cash of $107,484 for  the
nine-month  period  ended May 1, 1998.  Most of this cash was  provided  by  net
income  adjusted for depreciation and amortization.  Decreases in other  current
assets  and  increases  in accounts payable and other current  liabilities  were
partially offset by increases in inventories and other assets.

      Capital expenditures were $141,762 for the nine-month period ended May  1,
1998.   Land  purchases  and  the  construction  of  new  stores  accounted  for
substantially  all  of these expenditures.  Capitalized interest  was  $563  and
$1,549 for the quarter and nine-month period ended May 1, 1998, respectively, as
compared to $545 and $1,899 for the quarter and nine-month period ended  May  2,
1997,  respectively.  These differences were primarily due to the timing of  new
store construction in fiscal 1998 as compared to the same period a year ago.

      The  Company's  internally generated cash and short-term investments  were
sufficient to finance all of its growth in the first nine months of fiscal 1998.

<PAGE> 10


     The Company estimates that its capital expenditures for fiscal 1998 will be
approximately  $190,000, substantially all of which will be land  purchases  and
the  construction of new stores.  On December 2, 1996 the Company  received  the
proceeds from a $50,000 5-year term loan bearing interest at a three-month 
LIBOR-based rate ("London Interbank Offered Rate").  Concurrently, the Company 
entered into a swap agreement with a bank to fix the interest rate at 6.36% for 
the life of the term loan.  This $50,000 term loan is part of a $125,000  bank  
credit facility that also includes a $75,000 revolver.  Management believes that
cash at May 1, 1998, along with cash generated from the Company's operating
activities, will be sufficient to finance its continued expansion plans  through
fiscal 1999.

<PAGE> 11

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Stockholders of
Cracker Barrel Old Country Store, Inc.
Lebanon, Tennessee


We  have  reviewed  the  accompanying condensed consolidated  balance  sheet  of
Cracker  Barrel  Old  Country Store, Inc. as of May 1,  1998,  and  the  related
condensed consolidated statements of income and cash flows for the quarters  and
nine-month periods ended May 1, 1998 and May 2, 1997. These financial statements
are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants. A  review  of  interim  financial
information consists principally of applying analytical procedures to  financial
data and of making inquiries of persons responsible for financial and accounting
matters.   It  is  substantially  less in  scope  than  an  audit  conducted  in
accordance with generally accepted auditing standards, the
objective  of  which  is  the expression of an opinion regarding  the  financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based  on our review, we are not aware of any material modifications that should
be  made to such condensed consolidated financial statements for them to  be  in
conformity with generally accepted accounting principles.

We  have  previously  audited,  in accordance with generally  accepted  auditing
standards,  the consolidated balance sheet of Cracker Barrel Old Country  Store,
Inc.  as  of August 1, 1997, and the related consolidated statements of  income,
stockholders'  equity,  and cash flows for the year then  ended  (not  presented
herein); and in our report dated September 10, 1997, we expressed an unqualified
opinion  on  those  financial statements.  In our opinion, the  information  set
forth  in the accompanying condensed consolidated balance sheet as of August  1,
1997  is  fairly  stated, in all material respects, in relation to  the  balance
sheet from which it has been derived.


DELOITTE & TOUCHE LLP



Nashville, Tennessee
June 11, 1998

<PAGE> 12



                                 PART II


Item 1.        Legal Proceedings
               _________________

                     None.


Item 2.        Changes in Securities
               _____________________

                     None.


Item 3.        Defaults Upon Senior Securities
               _______________________________

                     None.


Item 4.        Submission of Matters to a Vote of Security Holders
               ___________________________________________________

                     None.


Item 5.        Other Information
               _________________

                     None.


Item 6.        Exhibits and Reports on Form 8-K
               ________________________________

               (a) The following exhibits are filed pursuant to Item 601 of
                   Regulation S-K

                  (15)Letter regarding unaudited financial information.

               (b) No reports on Form 8-K have been filed during the quarter for
                   which this report is filed.


<PAGE> 13




                                SIGNATURES


   Pursuant  to  the requirements of the Securities Exchange  Act  of  1934  the
Registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.





                  CRACKER BARREL OLD COUNTRY STORE, INC.



Date:  6/11/98       By /s/Michael A. Woodhouse
      _________         _____________________________________________
                        Michael A. Woodhouse, Chief Financial Officer



Date:  6/11/98       By /s/Patrick A. Scruggs
      _________         _____________________________________________
                        Patrick A. Scruggs, Assistant Treasurer


<PAGE> 14

June 11, 1998

Cracker Barrel Old Country Store, Inc.
Hartmann Drive
Lebanon, Tennessee 37088-0787

We  have made a review, in accordance with standards established by the American
Institute  of  Certified Public Accountants, of the unaudited interim  financial
information  of  Cracker Barrel Old Country Store, Inc.  for  the  quarters  and
nine-month periods ended May 1, 1998 and May 2, 1997, as indicated in our report
dated  June  11,  1998;  because we did not perform an audit,  we  expressed  no
opinion on that information.

We  are  aware  that  our report referred to above, which is  included  in  your
Quarterly Report on Form 10-Q for the quarter ended May 1, 1998, is incorporated
by  reference  in  Registration  Statement  Nos.  2-86602,  33-15775,  33-37567,
33-45482  and 333-01465 on Forms S-8 and Registration Statement No. 33-59582  on
Form S-3.

We  also are aware that the aforementioned report, pursuant to Rule 436(c) under
the  Securities  Act  of  1933, is not considered a  part  of  the  Registration
Statement  prepared  or  certified by an accountant  or  a  report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.


DELOITTE & TOUCHE LLP



Nashville, Tennessee


<PAGE> 15