FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

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

For the Quarterly Period Ended November 1, 1996

Commission file number 0-7536

             CRACKER BARREL OLD COUNTRY STORE, INC.

Incorporated in Tennessee          I.R.S. Employer Identification
                                             No. 62-0812904

                  Hartmann Drive, P.O. Box 787
                    Lebanon, Tennessee 37087

                          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_


                60,780,640 Shares of Common Stock
                     Issued and Outstanding







                          Page 1 of 14
<PAGE> 1
                              PART I

Item 1. Financial Statements

             CRACKER BARREL OLD COUNTRY STORE, INC.
                     CONDENSED BALANCE SHEET
                (In thousands, except share data)

                                    November 1,         August 2,
                                       1996                1996
                                       ____                ____
ASSETS                              (Unaudited)         (Audited)
Current assets:
  Cash and cash equivalents          $  5,543           $ 28,971
  Short-term investments                1,356              4,735
  Receivables                           2,586              2,803
  Inventories                          77,949             61,470
  Prepaid expenses                      1,586              1,485
  Deferred income taxes                 6,972              6,972
                                     ________           ________
     Total current assets              95,992            106,436
                                     ________           ________                
  Property and equipment,net          598,368            568,573
  Long-term investments                   564                565
  Other assets                            786                805
                                     ________           ________  
Total assets                         $695,710           $676,379
                                     ========           ========  

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                   $ 29,334           $ 30,565
  Accrued expenses                     50,208             48,452
  Current portion of long-term debt     4,000              4,000
  Current portion of capital lease
     obligations                          130                130
                                     ________           ________   
     Total current liabilities         83,672             83,147
                                     ________           ________
Long-term debt                         15,500             15,500
Capital lease obligations               1,435              1,468
Deferred income taxes                  10,043             10,043

Stockholders' equity:
  Common stock - $.50 par value,       30,308             30,297
     authorized 150,000,000 shares,
     issued and outstanding 60,615,628
     at November 1, 1996 and 60,594,353
     at August 2, 1996
  Additional paid-in capital          203,232            202,951
  Retained earnings                   351,520            332,973
                                     ________           ________  
     Total stockholders' equity       585,060            566,221
                                     ________           ________

Total liabilities and stockholders' 
  equity                             $695,710           $676,379
                                     ========           ========

See notes to condensed financial statements.
<PAGE> 2



                CRACKER BARREL OLD COUNTRY STORE, INC.
                     CONDENSED STATEMENT OF INCOME
                 (In thousands, except per share data)
                              (Unaudited)


                                        Quarters Ended     
                                  November 1,    October 27,  
                                     1996           1995    
                                     ____           ____                        
Net sales:
  Restaurant                       $202,528       $174,557  
  Retail                             56,374         46,454  
                                   ________       ________
     Total sales                    258,902        221,011

Cost of goods sold                   89,315         73,607
                                   ________       ________
Gross profit on sales               169,587        147,404

Labor & related expenses             87,225         73,949
Other store operating expenses       37,969         33,331   
General and administrative           14,354         13,562
                                   ________       ________ 
     Total expenses                 139,548        120,842
                                   ________       ________ 
Operating income                     30,039         26,562
Interest expense                          -            179
Interest income                         364            704
                                   ________       ________
Pretax income                        30,403         27,087
Provision for income taxes           11,553         10,293
                                   ________       ________
Net income                         $ 18,850       $ 16,794
                                   ========       ========   
Earnings per share                 $    .31       $    .28
                                   ========       ========
Weighted average shares              61,107         60,621
                                   ========       ======== 
Dividends per share                $   .005       $   .005
                                   ========       ========

See notes to condensed financial statements.
<PAGE> 3

                CRACKER BARREL OLD COUNTRY STORE, INC.
                   CONDENSED STATEMENT OF CASH FLOWS
                            (In thousands)
                              (Unaudited)
                                                  Three Months Ended
                                                November 1,  October 27, 
                                                   1996         1995
                                                   ____         ____ 
Cash flows from operating activities:
  Net income                                     $18,850      $16,794
  Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization of
      property and equipment                       8,983        7,863
     (Gain)loss on disposition of property
      and equipment                                  (56)           9 
     Increase in inventories                     (16,479)     (12,185)
     Decrease(increase) in other assets               19         (101)
     Decrease in accounts payable                 (1,231)      (3,483)
     Increase in other current assets
      and liabilities                              1,872        4,147 
                                                 _______      _______
  Net cash provided by operating activities       11,958       13,044
                                                 _______      _______
Cash flows from investing activities:
  Purchase of short-term and long-term
   investments                                        --       (1,835)
  Proceeds from maturities of short-term and
   long-term investments                           3,380          403
  Purchase of property and equipment             (39,537)     (30,012)
  Proceeds from sale of property and equipment       815           20
                                                 _______      _______  
  Net cash used in investing activities          (35,342)     (31,424)
                                                 _______      _______ 
Cash flows from financing activities:
  Proceeds from exercise of stock options            292        2,164
  Principal payments under long-term debt
   and capital lease obligations                     (33)         (28)
  Dividends on common stock                         (303)        (301)
                                                 _______      _______
  Net cash (used in)provided by financing 
   activities                                        (44)       1,835 
                                                 _______      _______
Net decrease in cash and cash equivalents        (23,428)     (16,545) 

Cash and cash equivalents, beginning of period    28,971       48,124
                                                 _______      _______  
Cash and cash equivalents, end of period         $ 5,543      $31,579
                                                 =======      =======
Supplemental disclosures of cash flow 
  information:
  Cash paid during the three months for:
   Interest                                      $     8      $    12
   Income taxes                                    5,326        5,495


See notes to condensed financial statements.
<PAGE> 4

CRACKER BARREL OLD COUNTRY STORE, INC.
______________________________________

NOTES TO CONDENSED FINANCIAL STATEMENTS
_______________________________________

1.  Condensed Financial Statements
    ______________________________

  The condensed balance sheet as of November 1, 1996 and the related
condensed statements of income and of cash flow for the quarters ended
November 1, 1996 and October 27, 1995, have been prepared by the Company,
without audit; in the opinion of management, all adjustments for a fair
presentation of such condensed financial statements have been made.

  These condensed financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's annual
report for the year ended August 2, 1996.

  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 ended November 1, 1996 has
been computed based on management's estimate of the tax rate for the entire
fiscal year of 38.0%.  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 ended
October 27, 1995 and for the entire fiscal year of 1996 were 38.0%.

3.  Accounting Pronouncements Adopted
    _________________________________

     The  Company adopted Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", effective August 3, 1996.  SFAS No. 121
requires that upon adoption companies must review all their assets and
determine under certain circumstances if an asset has been impaired, in which
case the asset is written down to a new carrying amount that is less than the
remaining cost and a loss is recognized.  After adoption companies must
review assets for impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable.   Upon adoption, the
Company reviewed all its assets as required by SFAS No. 121 and no loss was
required to be recognized in the first quarter.
     
     The Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation", effective August 3, 1996.  SFAS No. 123 establishes a "fair
value" based method for stock compensation plans.  The Company has elected to
continue to account for its stock-based employee compensation arrangements
under Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", as permitted by SFAS No. 123.  However, the Company
will comply with the disclosure requirements of SFAS No. 123 in its fiscal
1997 Annual Report.

<PAGE> 5

4.  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 November 1, 1996 cannot be considered indicative of the
operating results for the full fiscal year.

<PAGE> 6

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


Results of Operations

  The following table highlights operating results for the quarter ended
November 1, 1996 as compared to the same period a year ago:

                                          Quarters Ended
                                     November 1,   October 27,
                                        1996           1995
                                        ____           ____
Net sales:
  Restaurant                            78.2%          79.0%
  Retail                                21.8           21.0
                                       _____          _____ 
     Total sales                       100.0%         100.0%

Cost of goods sold                      34.5           33.3
                                       _____          _____
Gross profit on sales                   65.5           66.7

Labor & related expenses                33.7           33.5
Other store operating expenses          14.7           15.1
General and administrative               5.5            6.1
                                       _____          _____
     Total expenses                     53.9           54.7

Operating income                        11.6           12.0
Interest expense                         0.0            0.1
Interest income                          0.2            0.4
                                       _____          _____
Pretax income                           11.8           12.3
Provision for income taxes               4.5            4.7
                                       _____          _____
Net income                               7.3%           7.6%
                                       =====          =====

                                   Same Store Sales Analysis
                                       214 Store Average
                                       _________________

Restaurant                           $  788.4        $778.1
Retail                                  218.5         207.9 
                                     ________        ______

Restaurant & retail                  $1,006.9        $986.0 
                                     ========        ======

                                Comparable 13-Week Periods Ended
                                   Same Store Sales Analysis
                                       214 Store Average
                                       _________________

                                    November 1,    November 3,
                                       1996           1995
                                       ____           ____ 

Restaurant                           $  788.4        $766.6
Retail                                  218.5         207.3 
                                     ________        ______

Restaurant & retail                  $1,006.9        $973.9
                                     ========        ======
<PAGE> 7
Sales
_____

  Net sales for the first quarter of fiscal 1997 increased 17% compared
to last year's first quarter.  For the comparable 13-week period ended
November 1, 1996, same store restaurant sales increased 2.8% and same
store retail sales increased 5.4%, for a total same store sales
(restaurant and retail) increase of 3.4%.  New stores and the effect of
a one-week shift in comparable 13-week periods accounted for the balance
of the first quarter net sales increase.  The first quarter of fiscal
1997 was the 13 weeks beginning August 3, 1996, and ending November 1,
1996.  Last fiscal year the first quarter was the 13 weeks beginning
July 29, 1995, and ending October 27, 1995.  The two fiscal quarters do
not cover the comparable 13-week periods because fiscal 1996 was a 53-
week year.  This is significant because the first quarter of fiscal 1996
included the week ending August 4, a seasonally busy time for Cracker
Barrel.  The first quarter of fiscal 1997 did not include the
corresponding week.

Cost of Goods Sold
__________________

  Cost of goods sold as a percentage of net sales for the first quarter
of fiscal 1997 was 34.5% compared to 33.3% in the first quarter of last
year.  The primary reasons for the increase in the first quarter were 
substantial increases in dairy and hog complex 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 increased to 33.7% in the first quarter
this year from 33.5% in the first quarter of last year primarily due to
the introduction of a new store-level bonus program.  The new plan is
intended to create greater incentive for managers and district managers
to improve the operating performance of existing stores and to bring
newer units in line with system averages sooner.

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 were 14.7% this year versus 15.1% during the same quarter last
year.  The primary reason for the decrease in other store operating
expenses as a percentage of net sales was a decrease in operating
supplies expense as a result of returning to paper napkins from linen
napkins in the stores.

General and Administrative Expenses
___________________________________

  General and administrative expenses as a percentage of net sales
decreased to 5.5% during the first quarter of this year from 6.1% during
the first quarter of last year.  The primary reason for the decrease was
increased sales volume as compared to the first quarter of last year.

<PAGE> 8
Interest Expense
________________

  Interest expense decreased to $0 for the first quarter of this year
from $179 for the first quarter a year ago.  The decrease was primarily
due to lower average debt outstanding during the quarter and capitalized
interest related to the construction of new stores, which combined to
reduce interest expense to $0 for the quarter.

Interest Income
_______________

  Interest income decreased to $364 for the first quarter of this year
from $704 for the first quarter a year ago.  The primary reason for the
decrease in interest income was lower average funds available for
investment.

Liquidity and Capital Resources
_______________________________

  The Company's operating activities provided net cash of $11,958 for
the three months ended November 1, 1996.  The cash provided by net
income adjusted by depreciation and amortization was partially offset by
increases in inventories.

  Capital expenditures were $39,537 for the first three months of fiscal
1996. Land purchases and the construction of new stores accounted for
substantially all of these expenditures.  Capitalized interest was $639
for the three months ended November 1, 1996 as compared to $451 for the
same period a year ago.

  The Company's internally generated cash, short-term and long-term
investments were sufficient to finance all of its growth in the first
three months of fiscal 1997.

  The Company estimates that its capital expenditures for fiscal 1997
will be approximately $180,000, substantially all of which will be land
purchases and the construction of new stores.  As of December 2, 1996,
the Company received cash of $50,000 related to a promissory note signed
with a bank.  This note represents a 5-year term loan commitment which
will become part of a larger bank loan facility of $125,000 anticipated
to be completed during the third quarter.  The $125,000 facility will
consist of a $50,000 5-year term loan, a $25,000 5-year term loan and a
$50,000 3-year revolving credit line.  Management believes that cash,
short-term and long-term investments at November 1, 1996, along with
cash generated from the Company's operating activities and the bank loan
facility discussed above, will be sufficient to finance its continued
expansion in fiscal 1997 and its continued expansion plans through
fiscal 1999.  Presently, the Company also has an unused revolving credit
line of $15,000, which will expire on January 31, 1997.

<PAGE> 9

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 balance sheet of Cracker
Barrel Old Country Store, Inc. as of November 1, 1996, and the related
condensed statements of income and cash flows for the quarters ended
November 1, 1996 and October 27, 1995. 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 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 balance sheet of Cracker Barrel Old Country
Store, Inc. as of August 2, 1996, and the related statements of income,
stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated September 11, 1996, we
expressed an unqualified opinion on those financial statements.  In our
opinion, the information set forth in the accompanying condensed balance
sheet as of August 2, 1996 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 12, 1996
<PAGE> 10

                                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 26, 
               1996.

          B.   Election of Directors - The following represents
               directors whose terms of offices continued after the
               meeting:  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.  James H. Stewart
               reached the mandatory retirement age of 70 for board
               members and, therefore retired from the board effective
               with the shareholders meeting. 

          C.   Other Matters:

               Proposal 2 - To consider and vote upon the adoption of
               the Cracker Barrel Old Country Store Amended and Restated
               Stock Option Plan, to replace the Company's 1987 Stock
               Option Plan which will expire on June 25, 1997.

               Affirmative votes cast        26,046,610
                                             __________
               Negative votes cast           10,283,639
                                             __________               
               Votes cast to abstain            512,112
                                             __________ 
               Broker non-votes              15,113,073
                                             __________

               Proposal 3 - Approval of appointment of auditors.  This
               proposal was to approve the selection of Deloitte and
               Touche LLP as the Company's independent auditors for the
               1997 fiscal year.

               Affirmative votes cast        51,491,675
                                             __________ 
               Negative votes cast              251,408
                                             __________
               Votes cast to abstain            212,351
                                             __________
<PAGE> 11
               Proposal 4 - Shareholder proposal.  This shareholder
               proposal requested the Board of Directors to consider and
               take action on a proposal of certain shareholders,
               requesting that the Compensation and Stock Option
               Committees link executive compensation to social issues.

               Affirmative votes cast         2,722,681
                                             __________
               Negative votes cast           30,183,846
                                             __________
               Votes cast to abstain          1,841,123
                                             __________ 
               Broker non-votes              17,207,784
                                             __________
 
               Proposal 5 - Shareholder proposal.  This shareholder
               proposal requested the Board of Directors to consider and
               take action on a proposal of a certain shareholder,
               requesting that the Board of Directors prepare a report
               ascertaining the costs incurred by the Company due to the
               alleged "continuing controversy" regarding its policies
               towards gay men and lesbians.

               Affirmative votes cast         3,320,826
                                             __________
               Negative votes cast           28,964,502
                                             __________
               Votes cast to abstain          2,462,322
                                             __________
               Broker non-votes              17,207,784
                                             __________
     D.        None

Item 5.   Other Information
          _________________
               None.


Item 6.   Exhibits and Reports on Form 8-K
          ________________________________
               Letter regarding unaudited financial information.

<PAGE> 12




                              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:  12/12/96     By /s/Michael A. Woodhouse                     
       ________       _____________________________________________
                      Michael A. Woodhouse, Chief Financial Officer



Date:  12/12/96     By /s/Patrick A. Scruggs                       
       ________       _____________________________________________
                      Patrick A. Scruggs, Assistant Treasurer

<PAGE> 13

December 12, 1996



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 November 1, 1996 and October
27, 1995, as indicated in our report dated December 12, 1996; 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 November 1,
1996, 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> 14