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 October 30, 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


                     61,159,974 Shares of Common Stock
                    Outstanding as of November 27, 1998
                                   
<PAGE> 1
PART I

Item 1. Financial Statements

                CRACKER BARREL OLD COUNTRY STORE, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEET
                   (In thousands, except share data)
                              (Unaudited)
                                    October 30,      July 31,
                                       1998           1998*
                                       ____           _____ 
ASSETS
Current assets:
  Cash and cash equivalents          $ 24,906       $ 62,593
  Receivables                           3,660          5,192
  Inventories                         111,125         91,609
  Prepaid expenses                      6,249          5,432
                                     ________       ________ 
    Total current assets              145,940        164,826
                                     ________       ________

  Property and equipment, net         829,729        812,321
  Other assets                         15,429         14,961
                                     ________       ________
Total assets                         $991,098       $992,108
                                     ========       ======== 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                   $ 32,931       $ 38,212
  Accrued expenses                     74,600         63,110
  Current portion of long-term debt     2,500          2,500
  Current portion of other long-term
   obligations                            200            200
                                     ________       ________
     Total current liabilities        110,231        104,022
                                     ________       ________

Long-term debt                         59,500         59,500
Other long-term obligations            25,188         25,212

Shareholders' equity:
  Common stock - $.50 par value,       31,256         31,240
   authorized 150,000,000 shares,
   issued 62,512,739 at October 30,
   1998 and 62,480,775 at July 31,
   1998
  Additional paid-in capital          251,818        251,236
  Retained earnings                   546,719        520,898
                                     ________       ________    
                                      829,793        803,374
  Less treasury stock, at cost,
   1,357,500 and 0 shares,
   respectively                       (33,614)            --
                                     ________       ________

   Total shareholders' equity         796,179        803,374
                                     ________       ________ 

Total liabilities and shareholders'
  equity                             $991,098       $992,108
                                     ========       ========
See notes to condensed consolidated financial statements.
(*) This condensed consolidated balance sheet has been derived from the
    audited consolidated balance sheet as of July 31, 1998.
                                   
<PAGE> 2
                                   
                                   
                                   
                CRACKER BARREL OLD COUNTRY STORE, INC.
              CONDENSED CONSOLIDATED STATEMENT OF INCOME
                 (In thousands, except per share data)
                              (Unaudited)


                                          Quarter Ended
                                   ____________________________
                                   October 30,      October 31,
                                      1998             1997
                                      ____             ____ 
    Net sales:
      Restaurant                    $269,693         $242,230
      Retail                          81,803           70,525
                                    ________         ________
       Total net sales               351,496          312,755
 
    Cost of goods sold               118,761          106,492
                                    ________         ________
    Gross profit                     232,735          206,264
 
    Labor & related expenses         118,381          106,100
    Other store operating expenses    53,663           46,489
                                    ________         ________
    Store operating income            60,691           53,675
 
    General and administrative        19,056           15,882
                                    ________         ________
    Operating income                  41,635           37,793
 
    Interest expense                     785            1,060
    Interest income                      565              820
                                    ________         ________ 
 
    Pretax income                     41,415           37,553
    Provision for income taxes        15,282           13,820
                                    ________         ________
 
    Net income                      $ 26,133         $ 23,733
                                    ========         ========
 
    Earnings per share:
     Basic                          $    .42         $    .39
                                    ========         ========
     Diluted                        $    .42         $    .38
                                    ========         ========
    Weighted average shares:
     Basic                            62,151           61,279
                                    ========         ========   
     Diluted                          62,667           62,326
                                    ========         ======== 

    Dividends per share             $   .005         $   .005
                                    ========         ========
 
    See notes to condensed consolidated financial statements.

<PAGE> 3


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


                                                     Three Months Ended
                                                  _________________________
                                                  October 30,   October 31,
                                                     1998          1997
                                                     ____          ____
  Cash flows from operating activities:
   Net income                                      $26,133        $23,733
    Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation and amortization                12,130         10,464
        (Gain)loss on disposition of property 
          and equipment                               (230)           437
       Changes in assets and liabilities:
        Inventories                                (19,516)       (13,159)
        Other assets                                  (623)          (792)
        Accounts payable                            (5,281)            45
        Other current assets and liabilities        12,205         12,463
                                                   _______        _______
    Net cash provided by operating activities       24,818         33,191
                                                   _______        _______
  
  Cash flows from investing activities:
    Proceeds from maturities of investments             --            317
    Purchase of property and equipment             (29,653)       (41,381)
    Proceeds from sale of property and equipment       500            661
                                                   _______        _______ 
    Net cash used in investing activities          (29,153)       (40,403)
                                                   _______        _______
  
  Cash flows from financing activities:
    Treasury stock purchases                       (33,614)            --
    Proceeds from exercise of stock options            598          9,273
    Principal payments under long-term debt and other
     long-term obligations                             (24)           (33)
    Dividends on common stock                         (312)          (306)
                                                   _______        _______
    Net cash (used in) provided by financing
     activities                                    (33,352)         8,934
                                                   _______        _______
  
  Net (decrease) increase in cash and cash
   equivalents                                     (37,687)         1,722
  
  Cash and cash equivalents, beginning of year      62,593         64,933
                                                   _______        _______
  
  Cash and cash equivalents, end of period         $24,906        $66,655
                                                   =======        ======= 
  
  Supplemental disclosures of cash flow
    information:
    Cash paid during the three months for:
      Interest                                     $   853        $   832
      Income taxes                                   1,296          6,092
  
  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 October 30, 1998 and
the related condensed consolidated statements of income and cash flows
for  the  quarters ended October 30, 1998 and October 31,  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 audited consolidated financial  statements  and
notes  thereto contained in the Company's Annual Report on  Form  10-K
for the year ended July 31, 1998.

    Deloitte & Touche LLP, the Company's independent accountants, 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 ended October 30, 1998
has  been computed based on management's estimate of the tax rate  for
the  entire fiscal year of 36.9%.  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  rate  for  both the quarter ended October 31, 1997  and  for  the
entire fiscal year of 1998 was 36.8%.

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  ended
October  30,  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.  Weighted average  basic
shares  for the quarters ended October 30, 1998 and October  31,  1997
were   62,150,537  and  61,278,643,  respectively.   Weighted  average
diluted shares for the quarters ended October 30, 1998 and October 31,
1997 were 62,667,110 and 62,326,362, respectively.

<PAGE> 5


5.  Recent Accounting Pronouncements 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 adopted SFAS No. 130 in  the
first  quarter  of  fiscal  1999.   There  is  no  difference  between
comprehensive income and net income as reported by the Company for all
periods shown.

<PAGE> 6

Item  2.   Management's Discussion and Analysis of Financial Condition and
           Results of Operations

      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 acquisition of additional
concepts to expand; 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.  In addition, the Company discusses certain Year 2000
issues  based  on  a  "reasonably  likely  worst  case."   That  discussion
necessarily relies on assumptions which are not related to existing  facts,
and  it must be expected that actual circumstances and their effects on the
Company will differ.

Results of Operations

 The   following   table   highlights  operating  results   by   percentage
relationships to total net sales for the quarter ended October 31, 1998  as
compared to the same period a year ago:

                                               Quarter Ended
                                               _____________
                                          October 30,  October 31,
                                             1998         1997
                                             ____         ____ 
     Net sales:
        Restaurant                           76.7%        77.5%
        Retail                               23.3         22.5
                                            _____        _____
          Total net sales                   100.0        100.0
        
        Cost of goods sold                   33.8         34.0
                                            _____        _____
        Gross profit                         66.2         66.0

        Labor & related expenses             33.7         33.9
        Other store operating expenses       15.2         14.9
                                            _____        _____ 
        Store operating income               17.3         17.2

        General and administrative            5.4          5.1
                                            _____        _____
        Operating income                     11.9         12.1

        Interest expense                      0.3          0.3
        Interest income                       0.2          0.2
                                            _____        _____

        Pretax income                        11.8         12.0
        Provision for income taxes            4.4          4.4
                                            _____        _____ 
        
        Net income                            7.4%         7.6%
                                            =====        =====
<PAGE> 7                                     
                         Same Store Sales Analysis
                             307 Store Average

                                              Quarter Ended
                                         October 30,  October 31, 
                                            1998         1997
                                            ____         ____        

        Restaurant                         $754.6       $770.1
        Retail                              222.9        223.3
                                           ______       ______
   
        Restaurant & retail                $977.5       $993.4
                                           ======       ======

Sales
_____

      Net sales for the first quarter of fiscal 1999 increased 12% compared
to  last  year's first quarter. Same store restaurant sales decreased  2.0%
and  same  store retail sales decreased 0.2%, for a total same store  sales
(restaurant  and  retail) decrease of 1.6%.  Same  store  restaurant  sales
decreased  primarily due to decreases in customer traffic of  approximately
6%,  partially  offset  by an effective 4.1% menu price  increase  for  the
quarter.   Same store retail sales decreased primarily due to the  decrease
in  restaurant  customer traffic of approximately 6%.   This  decrease  was
partially  offset by an improved assortment of retail items in  the  stores
versus  the prior year.  New stores accounted for the balance of the  first
quarter net sales increase.

Cost of Goods Sold
__________________

      Cost of goods sold as a percentage of net sales for the quarter ended
October 30, 1998 decreased to 33.8% from 34.0% in the first quarter of last
year.   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, and increases  in
dairy and poultry prices.

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 33.7% in the first quarter this year
from  33.9% last year.  This decrease was primarily due to the lower  bonus
payouts  under the store-level bonus program.  This decrease was  partially
offset by hourly wage inflation at the stores of approximately 4%.

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 15.2% in the first quarter of fiscal 1999 from 14.9%  in  the
first  quarter  of last year.  This increase was primarily  due  to  higher
maintenance, depreciation and utility costs versus the prior year.

General and Administrative Expenses
___________________________________

      General  and  administrative expenses as a percentage  of  net  sales
increased  to  5.4% in the first quarter of fiscal 1999 from  5.1%  in  the
first quarter of last year.  The primary reasons for the increase were  the
increased  general  and administrative expenses from the  Company's  recent
acquisition   of  Carmine  Giardini's  Gourmet  Market  and  La   Trattoria
Ristorante and the costs related to the holding company formation.

<PAGE> 8

Interest Expense
________________

     Interest expense decreased to $785 in the first quarter of fiscal 1999
from  $1,060  in  the  first quarter of last year.  The decrease  primarily
resulted from lower average debt outstanding during the quarter as compared
to last year.

Interest Income
_______________

      Interest income decreased to $565 in the first quarter of fiscal 1999
from  $820  in the first quarter of last year.  The decrease was  primarily
due to lower average funds available for investment.

Recent Accounting Pronouncements Not Yet Adopted
________________________________________________

      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  fiscal
1999.   The  Company is currently evaluating the effect that SFAS  No.  131
will have on the Company's consolidated financial statements upon adoption.
The Company does not expect the adoption of SFAS No. 131 to have a material
effect  on the Company's consolidated financial statements.  In June  1998,
SFAS   No.   133,  "Accounting  for  Derivative  Instruments  and   Hedging
Activities," was issued.  SFAS No. 133 specifies how to report and  display
derivative instruments and hedging activities.  This statement is effective
for  fiscal  years beginning after June 15, 1999.  The Company  will  adopt
SFAS  No. 133 in the first quarter of fiscal 2000. The Company is currently
evaluating  the  effect  that  SFAS No. 133  will  have  on  the  Company's
consolidated  financial  statements  upon  adoption.  In  March  1998,  the
American  Institute  of Certified Public Accountants  issued  Statement  of
Position  ("SOP")  98-1,  "Accounting for the Costs  of  Computer  Software
Developed  or  Obtained for Internal Use."  SOP 98-1 provides  guidance  on
when  costs incurred for internal-use computer software are capitalized  or
expensed  and  guidance on whether computer software is for  internal  use.
SOP  98-1  is effective for fiscal years beginning after December 15,  1998
and  applies  to  internal-use software costs incurred  for  all  projects,
including  those  in progress upon initial application  of  the  SOP.   The
Company is currently evaluating the effect that SOP 98-1 will have  on  the
Company's consolidated financial statements upon adoption.  In April  1998,
SOP 98-5, "Reporting of the Costs of Start-up Activities," was issued.  SOP
98-5  requires  that the Company expense start-up costs of  new  stores  as
incurred  rather  than  when the store opens as is  the  Company's  current
practice.  SOP 98-5 is effective for fiscal years beginning after  December
15,  1998.   The Company is currently evaluating the effect that  SOP  98-5
will have on the Company's consolidated financial statements upon adoption.
The Company does not expect the adoption of either SOP 98-1 or SOP 98-5  to
have a material effect on the Company's consolidated financial statements.

Year 2000
_________

      Many  software applications and computer operational programs written
in  the past were not designed to recognize calendar dates beginning in the
Year 2000.  The failure of such applications or systems used by the Company
or  by its material suppliers to properly recognize the dates beginning  in
the  Year  2000  could result in miscalculations or systems failures  which
potentially could have an adverse effect on the Company's operations.

      The  Company's  Year  2000 preparations began in  fiscal  1998.   The
preparations include identification, assessment, and testing of all Company
software,  hardware and equipment that could be affected by the  Year  2000
issue  and  remedial action, where necessary, followed by further  testing.
Analysis to identify internal Year 2000 deficiencies is in process  and  an
inventory  of  systems designated as critical has been developed.   As  the
Year  2000  remediation  efforts progress, the Company  will  first  focus,
wherever  possible, on those systems designated critical.  The Company  has
begun  correction of deficiencies found and anticipates completion  of  the
Year  2000  analysis by January 31, 1999 with completion of the remediation
efforts  by July 31, 1999.  The Company's estimated total cost of  analysis
and  remediation  of  the Year 2000 issues is not  anticipated  to  have  a
material  adverse effect on the Company's consolidated financial  position,
results of operations or cash flows.

<PAGE> 9

      The  Company  has also contacted critical suppliers of  products  and
services to determine the extent to which the Company may be vulnerable  to
such  suppliers' failures to resolve their own Year 2000 compliance issues.
To  assess  the Year 2000 risks to the Company's continuity  of  supply  of
products  and  services,  an  inventory of  significant  vendors  has  been
compiled.   These  vendors were sent letters and questionnaires  requesting
information as to the status of their Year 2000 readiness and certification
that their information systems are Year 2000 compliant.  Based on responses
received  from most of these vendors, it appears that Year 2000 issues  are
being addressed.  The Company has not verified the contents, nor is it  the
source,  of  Year  2000  statements incorporated, or  relied  upon  by  the
Company,  in  this  disclosure from persons  or  entities  other  than  the
Company.   The  Company is continuing to pursue responses from  significant
vendors  that  have not responded to date and will discuss  with  them  any
material Year 2000 concerns that are identified.

      The  Company anticipates timely completion of the internal Year  2000
readiness  efforts.   However, if new systems cannot be  implemented  on  a
timely basis, modifications to existing systems cannot be accomplished on a
timely basis, information technology resources do not remain available,  or
other  unanticipated events occur, there could be material adverse  effects
on the Company's consolidated financial position, results of operations and
cash  flows.   As part of the Year 2000 readiness efforts, the  Company  is
developing contingency plans to identify activities which will need  to  be
performed in the event of internal systems failures.  The contingency plans
are  expected to be completed by July 31, 1999.  Although the  Company  has
not  yet  been  informed of material Year 2000 issues  by  its  significant
vendors,  there  is  no  assurance that these vendors  will  be  Year  2000
compliant  on  a  timely  basis.  Similarly, the Company  has  no  reliable
information  concerning  the expected Year 2000  effects  on  the  nation's
securities  markets, banking system and utilities and other infrastructure.
The  Company  therefore  relies generally on the  ability  of  the  federal
government and its agencies, such as the IRS and SEC to effectively address
such  issues  on  a national scale. Unanticipated failures  or  significant
delays in furnishing products or services by significant vendors or general
public  infrastructure  service providers could  have  a  material  adverse
effect  on  the  Company's  consolidated  financial  position,  results  of
operations and cash flows.  Where practicable, the Company is assessing and
attempting  to  mitigate  its risks with respect  to  the  failure  of  its
significant vendors and public infrastructure to be Year 2000 ready as part
of  its contingency planning.  In the worst case reasonably to be expected,
assuming   that   the   nation's  financial  system  and   overall   public
infrastructure continues to operate substantially as they had prior to  the
Year  2000,  some  of the Company's internal systems may  fail  to  operate
properly  and  some  of  its  significant  vendors  may  fail  to   perform
effectively or may fail to timely or completely deliver products.  In those
circumstances,  the  Company  expects to be able  to  conduct  all  of  its
necessary  business  operations manually and to obtain  necessary  products
from  alternative vendors and business operations would generally continue;
however, there would be some disruption which could have a material adverse
effect  on  the  Company's  consolidated  financial  position,  results  of
operations  and  cash  flows.   The Company has  no  basis  upon  which  to
reasonably analyze the psychological or other direct or indirect effects on
its  guests,  and consumers generally, from Year 2000 issues or experiences
unrelated  to  the  Company.  The actual effect, if any, on  the  Company's
consolidated financial position, results of operations or cash  flows  from
the  failure  of its internal systems or of its significant vendors  to  be
Year 2000 ready can not be reasonably predicted.

Liquidity and Capital Resources
_______________________________

      The  Company's operating activities provided net cash of $24,818  for
the  three-month  period ended October 30, 1998.  Most  of  this  cash  was
provided   by  net  income  adjusted  for  depreciation  and  amortization.
Increases  in inventories and decreases in accounts payable were  partially
offset  by decreases in other current assets and increases in other current
liabilities.

      Capital  expenditures were $29,653 for the three-month  period  ended
October  30,  1998.   Land  purchases and the construction  of  new  stores
accounted   for  substantially  all  of  these  expenditures.   Capitalized
interest  was  $404 for the quarter ended October 30, 1998 as  compared  to
$387 for the quarter ended October 31, 1997.  This difference was primarily
due  to the timing of new store construction in fiscal 1999 as compared  to
the same period a year ago.

<PAGE> 10

      The  Company's internally generated cash along with cash at July  31,
1998 were sufficient to finance all of its stock buyback program and all of
its growth in the first three months of fiscal 1999.

      On  September  9,  1998,  the Company announced  that  the  Board  of
Directors  had authorized the repurchase of up to 3 million shares  of  the
Company's  common  stock.   This  will  allow  the  Company  to  repurchase
approximately 5% of the 62.5 million shares outstanding.  The purchases are
to  be  made  from  time  to time in the open market at  prevailing  market
prices.  One effect of the share repurchase will be to minimize dilution to
existing shareholders as shares are issued under the Company's Stock Option
Plan.   As  of  October  30, 1998, the Company has  purchased  a  total  of
1,357,500  shares.   The  Company  expects  to  complete  the  purchase  of
substantially all of the remaining 1,642,500 shares authorized by the Board
of  Directors  by  the end of the third quarter.     The Company  estimates
that  its  capital  expenditures  for fiscal  1999  will  be  approximately
$175,000,  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 October  30,  1998,  along  with  cash
generated  from  the Company's operating activities and its  available  $75
million  revolver, will be sufficient to finance its continued  operations,
the  completion  of  its  3  million share stock buyback  program  and  its
continued expansion plans through fiscal 2000.

<PAGE> 11




INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Shareholders 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 October 30,  1998,  and  the
related condensed consolidated statements of income and cash flows for  the
quarters   ended  October 30, 1998 and October 31,  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 July 31, 1998, and the related consolidated statements of
income,  shareholders' equity, and cash flows for the year then ended  (not
presented  herein); and in our report dated September 9, 1998, 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 July 31, 1998 is fairly stated, in all material respects,  in
relation to the balance sheet from which it has been derived.


DELOITTE & TOUCHE LLP



Nashville, Tennessee
December 4, 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
            ___________________________________________________
            A. The annual meeting of shareholders was held November 24, 1998.

            B. Election  of Directors:  All  members of the Board of Directors
               are elected annually.  The following directors were re-elected
               for one-year terms of office:  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.

            C. Other Matters:

               Proposal 1 - Election of Directors.

                                            FOR             ABSTAIN
                                            ___             _______

               James C. Bradshaw         50,381,606         438,000
               Robert V. Dale            50,411,245         408,361
               Dan W. Evins              50,401,466         418,140
               Edgar W. Evins            50,398,621         420,985
               William D. Heydel         50,313,431         506,175
               Robert C. Hilton          50,344,008         475,598
               Charles E. Jones, Jr.     50,406,905         412,701
               Charles T. Lowe, Jr.      50,394,167         425,439
               B.F. Lowery               50,399,013         420,593
               Ronald N. Magruder        50,560,001         259,605
               Gordon L. Miller          50,328,176         491,430
               Martha M. Mitchell        50,409,289         410,317
               Jimmie D. White           50,344,743         474,863

<PAGE> 13


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

               Votes cast for                50,410,059
                                             __________
               Votes cast against               123,973
                                             __________
               Votes cast to abstain            285,574
                                             __________ 

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

               Votes cast for                5,553,854
                                            __________
               Votes cast against           26,546,926
                                            __________
               Votes cast to abstain         3,623,951
                                            __________
               Broker non-votes             15,094,875
                                            __________

               Proposal 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 1998 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  1998  Proxy
               Statement and Prospectus.

               Votes cast for              26,296,448
                                           __________
               Votes cast against           8,863,735
                                           __________ 
               Votes cast to abstain          564,548
                                           __________
               Broker non-votes            15,094,875
                                           __________

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) The Company filed a Current Report on Form 8-K on September
                9, 1998 pursuant to Item 5 of such form to announce a stock
                repurchase program involving up to 3,000,000 shares of its
                common stock.

<PAGE> 14



                                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:  12/4/98       By /s/Michael A. Woodhouse
       _______          _____________________________________________ 
                        Michael A. Woodhouse, Chief Financial Officer



Date:  12/4/98       By /s/Patrick A. Scruggs
       _______          _____________________________________________ 
                        Patrick A. Scruggs, Assistant Treasurer


<PAGE> 15








December 4, 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  ended October 30, 1998 and October 31, 1997, as indicated  in
our report dated December 4, 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 October 30,  1998,  is
incorporated by reference in Registration Statement Nos. 2-86602, 33-15775,
33-37567,  33-45482 and 333-01465 on Forms S-8, Registration Statement  No.
333-62469 on Form S-4 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> 16