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 January 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 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


               61,892,157 Shares of Common Stock
         Issued and Outstanding as of February 27, 1998



                                1
<PAGE>

                                 PART I

Item 1. Financial Statements

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

                                   January 30,      August 1,
                                      1998            1997
                                      ____            ____
ASSETS                             (Unaudited)      (Audited)
<S>                              <C>            <C>
Current assets:
  Cash   and  cash  equivalents     $  66,460      $  64,933
  Short-term investments                   --          1,666
  Receivable                            3,752          4,836
  Inventories                          65,010         73,269
  Prepaid expenses                      3,648          4,707
                                     ________       ________
        Total current assets          138,870        149,411
                                     ________       ________

  Property and equipment, net         744,426        678,167
  Other assets                          2,128          1,127
                                     ________       ________

Total assets                         $885,424       $828,705
                                     ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                   $ 28,091       $ 27,422
  Accrued expenses                     58,000         57,669
  Current portion of long-term debt     2,500          3,500
  Current portion of capital lease
   obligations                            166            166
                                     ________       ________

     Total current liabilities         88,757         88,757
                                     ________       ________

Long-term debt                         59,500         62,000
Capital lease obligations               1,237          1,302
Deferred income taxes                  16,214         16,214

Stockholders' equity:
  Common stock - $.50 par value,       30,889         30,533
    authorized 150,000,000 shares,
    issued and outstanding 61,778,720
    at January 30, 1998 and 61,065,306
    at August 1, 1997
  Additional paid-in capital          227,435        211,850
  Retained earnings                   461,392        418,049
                                     ________       ________

     Total stockholders' equity       719,716        660,432
                                     ________       ________

Total liabilities and stockholders'
  equity                             $885,424       $828,705
                                     ========       ========
</TABLE>


See notes to condensed consolidated financial statements.


                                    2
<PAGE>

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

<TABLE>

                         Quarter Ended          Six Months Ended
                    _______________________ _______________________
                    January 30, January 31, January 30, January 31,
                       1998        1997        1998        1997
                       ____        ____        ____        ____
<S>               <C>          <C>        <C>         <C>
Net sales:
  Restaurant          $232,137    $194,737   $474,367   $397,265
  Retail                89,653      73,117    160,178    129,491
                      ________    ________   ________   ________

     Total sales       321,790     267,854    634,545    526,756

Cost of goods sold     116,636      97,572    223,127    186,887
                      ________    ________   ________   ________

Gross profit on sales  205,154     170,282    411,418    339,869

Labor & related
 expenses              106,615      89,171    212,715    176,396
Other store operating
 expenses               49,652      41,065     96,141     79,034
                      ________    ________   ________   ________

Store operating income  48,887      40,046    102,562     84,439
                      ________    ________   ________   ________
General and
 administrative         16,666      14,752     32,548     29,106
                      ________    ________   ________   ________

Operating income        32,221      25,294     70,014     55,333

Interest expense          838         358      1,898        358
Interest income            697         523      1,517        887
                      ________    ________   ________   ________

Pretax income           32,080      25,459     69,633     55,862
Provision for income
 taxes                  11,806       9,471     25,626     21,024
                      ________    ________   ________   ________

Net income            $ 20,274    $ 15,988   $ 44,007   $ 34,838
                      ========    ========   ========   ========

Earnings per share:
     Basic            $    .33    $    .26   $    .72   $    .57
                      ========    ========   ========   ========
     Diluted          $    .32    $    .26   $    .70   $    .57
                      ========    ========   ========   ========

Weighted average shares:
     Basic              61,607      60,766     61,443     60,687
                      ========    ========   ========   ========
     Diluted            62,760      61,286     62,543     61,185
                      ========    ========   ========   ========

Dividends per share   $   .005    $   .005   $   .010   $   .010
                      ========    ========   ========   ========
</TABLE>


See notes to condensed consolidated financial statements.


                                    3
<PAGE>



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

                                                  Six Months Ended
                                              _________________________
                                              January 30,   January 31,
                                                 1998          1997
                                                 ____          ____
Cash flows from operating activities:
<S>                                          <C>           <C>
  Net income                                    $44,007       $34,838
  Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization
      of property and equipment                  21,886        18,802
     Loss (gain) on disposition
      of property and equipment                     534           (27)
     Changes in assets and liabilities:
      Inventories                                 8,259          (661)
      Other assets                               (1,001)          147
      Accounts payable                              669        (1,059)
      Other current assets and liabilities        2,474        (7,719)
                                                _______       _______
  Net cash provided by operating activities      76,828        44,321
                                                _______       _______

Cash flows from investing activities:
  Proceeds from maturities of investments         1,666         3,870
  Purchase of property and equipment            (89,381)      (78,859)
  Proceeds from sale of property
   and equipment                                    702         1,235
                                                _______       _______
  Net cash used in investing activities         (87,013)      (73,754)
                                                _______       _______

Cash flows from financing activities:
  Proceeds from issuance of long-term debt           --        50,000
  Proceeds from exercise of stock options        15,941         3,095
  Principal payments under long-term debt
   and capital lease obligations                 (3,565)       (4,065)
  Dividends on common stock                        (664)         (607)
                                                _______       _______
  Net cash provided by financing activities      11,712        48,423
                                                _______       _______

Net increase in cash and cash equivalents         1,527        18,990

Cash and cash equivalents, beginning of year     64,933        28,971
                                                _______       _______

Cash and cash equivalents, end of period        $66,460       $47,961
                                                =======       =======

Supplemental disclosures of cash flow
  information:
  Cash paid during the six months for:
    Interest                                    $ 2,387       $   947
    Income taxes                                 29,180        23,345
</TABLE>


See notes to condensed consolidated financial statements.


                                4
<PAGE>


CRACKER BARREL OLD COUNTRY STORE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Condensed Consolidated Financial Statements

    The condensed consolidated balance sheet as of January 30, 1998 and the
related  condensed consolidated statements of income and cash flows  for
the  quarters and six-month periods ended January 30, 1998  and  January
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 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 six-month period
ended  January 30, 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 six-month  period
ended  January  31,  1997 and for the entire fiscal year  of  1997  were
37.2%, 37.6% 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 six-month period ended January
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  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.


                                5
<PAGE>



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 for the quarter  and
six-month period ended January 30, 1998 as compared to the same periods a
year ago:

<TABLE>

                           Quarter Ended           Six Months Ended
                       ______________________  ________________________

                       January 30, January 31, January 30,   January 31,
                          1998        1997        1998          1997
                          ____        ____        ____          ____
<S>                    <C>         <C>         <C>           <C>
Net sales:
  Restaurant                72.1%       72.7%       74.8%        75.4%
  Retail                    27.9        27.3        25.2         24.6
                           _____       _____       _____        _____

   Total net sales         100.0       100.0       100.0        100.0

  Cost of goods sold        36.3        36.5        35.2         35.5
                           _____       _____       _____        _____

  Gross profit              63.7        63.5        64.8         64.5

  Labor & related expenses  33.1        33.3        33.5         33.5
  Other store operating
   expenses                 15.4        15.3        15.2         15.0
                           _____       _____       _____        _____

  Store operating income    15.2        14.9        16.1         16.0

  General and
   administrative            5.2         5.5         5.1          5.5
                           _____       _____       _____        _____

  Operating income          10.0         9.4        11.0         10.5

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


  Pretax income             10.0         9.5        10.9         10.6
  Provision for income
   taxes                     3.7         3.5         4.0          4.0
                           _____       _____       _____        _____

  Net income                 6.3%        6.0%        6.9%         6.6%
                           =====       =====       =====         =====
</TABLE>


                                    6
<PAGE>


                                    Same Store Sales Analysis
                                        257 Store Average
<TABLE>                                 _________________

                           Quarter Ended         Six Months Ended
                      _______________________ _______________________
                      January 30, January 31, January 30, January 31,
                         1998        1997        1998        1997
                         ____        ____        ____        ____
<S>                 <C>          <C>        <C>          <C>
Restaurant             $  736.2     $706.2     $1,521.6     $1,477.2
Retail                    279.5      264.5        505.0        478.8
                       ________     ______     ________     ________

Restaurant & retail    $1,105.7     $970.7     $2,026.6     $1,956.0
                       ========     ======     ========     ========  
</TABLE>

Sales

      Net  sales for the second quarter of fiscal 1998 increased  20%
compared to last year's second quarter.  Same store restaurant  sales
increased  4.2% and same store retail  sales increased  5.7%,  for  a
total  same  store  sales (restaurant and retail) increase  of  4.6%.
Same  store restaurant sales increased primarily due to an  effective
2.3%  menu  price  increase throughout the quarter and  above  normal
temperatures  in  several of our core markets  during  the  month  of
January  which  improved customer traffic.  Same store  retail  sales
increased   primarily  due  to  customer  count  increases   in   the
restaurants and an improved assortment of retail items in the stores.
New  stores accounted for the balance of the second quarter net sales
increase.

      Net  sales  for  the six-month period ended January  30,  1998,
increased  20%  compared to the six-month period  ended  January  31,
1997.  Same  store  restaurant sales increased 3.0%  and  same  store
retail sales increased 5.5%, for a total same store sales (restaurant
and  retail) increase of 3.6%.  Same store restaurant sales increased
primarily due to an effective 2.6% menu price increase throughout the
six-month period and above normal temperatures in several of our core
markets  during the month of January which improved customer traffic.
Same  store  retail  sales increased primarily  due  to  an  improved
assortment of retail items in the stores and customer count increases
in the restaurants.  New stores accounted for the balance of the six-
month period net sales increase.

Cost of Goods Sold

      Cost  of goods sold as a percentage of net sales for the second
quarter  of  fiscal 1998 decreased to 36.3% from 36.5% in the  second
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.

      Cost  of  goods sold as a percentage of net sales for the  six-
month period ended January 30, 1998 decreased to 35.2% from 35.5% for
the  six-month  period  ended January 31, 1997.   This  decrease  was
primarily due to improved initial mark-ons for retail merchandise and
decreases  in  dairy and hog complex prices from prior  year  levels,
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  33.1%  in  the
second  quarter  this year from 33.3% last year.  This  decrease  was
primarily due to the lower incremental labor expenses resulting  from
opening eight stores in the second quarter of fiscal 1998 as compared
to 16 stores opened in the second quarter of fiscal 1997.


                                  7
<PAGE>


Additionally,  this decrease was benefited by the net improvement  in
store-level,  hourly  labor,  resulting  from  enhanced   operational
productivity, partially offset by store-level, hourly wage  inflation
of approximately 3%.  These decreases were partially offset by higher
bonus  payouts  under  the store-level bonus  program  instituted  in
fiscal 1997.

     Labor and related expenses as a percentage of net sales remained
unchanged at 33.5% in the six-month period ended January 30, 1998  as
compared  to  the  six-month period ended January 31,  1997.   Higher
bonus  payouts  under  the store-level bonus  program  instituted  in
fiscal 1997 increased labor and related expenses.  This increase  was
offset by the lower incremental labor expenses resulting from opening
20  stores in the first six months of fiscal 1998 as compared  to  26
stores  opened in the same period a year ago and the net  improvement
in  store-level,  hourly labor, resulting from  enhanced  operational
productivity, partially offset by store-level, hourly wage  inflation
of approximately 3%.

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 15.4% in the second quarter of fiscal  1998  from
15.3% in the second quarter of last year.  The primary reason for the
increase  was  the  incremental advertising  expense  resulting  from
increased  general advertising and the rollout of the Cracker  Barrel
Old  Country  Store Neighborhood Program.  Additionally, other  store
operating  expenses  increased  due to the  incremental  depreciation
associated  with the new point-of-sale system in the  stores.   These
increases were partially offset by the lower incremental other  store
operating expenses resulting from opening eight stores in the  second
quarter of fiscal 1998 as compared to 16 stores opened in the  second
quarter of fiscal 1997.

      Other  store  operating expenses as a percentage of  net  sales
increased  to  15.2% in the six-month period ended January  30,  1998
from  15.0%  in  the six-month period ended January  31,  1997.   The
primary  reason  for  the  increase was the  incremental  advertising
expense  resulting from increased general advertising and the rollout
of  the  Cracker  Barrel  Old  Country  Store  Neighborhood  Program.
Additionally,  other store operating expenses increased  due  to  the
incremental depreciation associated with the new point-of-sale system
in  the  stores and the loss on disposal of surplus property  in  the
first quarter of fiscal 1998.

General and Administrative Expenses

     General and administrative expenses as a percentage of net sales
decreased to 5.2% in the second quarter of fiscal 1998 from  5.5%  in
the  second  quarter  of  last  year.    General  and  administrative
expenses  as a percentage of net sales decreased to 5.1% in the  six-
month period ended January 30, 1998 from 5.5% in the six-month period
ended  January 31, 1997.  The primary reason for these decreases  was
increased sales volume as compared to the same periods last year.

Interest Expense

      Interest  expense  increased to $838 in the second  quarter  of
fiscal  1998 from $358 in the second quarter of last year.   Interest
expense increased to $1,898 in the six-month period ended January 30,
1998  from $358 in the six-month period ended January 31, 1997. These
increases were primarily due to the Company drawing on a $50,000 term
loan on December 2, 1996.

                                  8
<PAGE>




Interest Income

      Interest  income  increased to $697 in the  second  quarter  of
fiscal  1998 from $523 in the second quarter of last year.   Interest
income increased to $1,517 in the six-month period ended January  30,
1998 from $887 in the six-month period ended January 31, 1997.  These
increases  were primarily due to higher average funds  available  for
investment.

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.  The Company does not expect the
adoption  of  SFAS Nos. 130 or 131 to have a material effect  on  the
Company's consolidated financial statements.

Liquidity and Capital Resources

      The Company's operating activities provided net cash of $76,828
for  the six-month period ended January 30, 1998.  Most of this  cash
was  provided by net income adjusted by depreciation and amortization
and by decreases in inventories.

     Capital expenditures were $89,381 for the six-month period ended
January 30, 1998.  Land purchases and the construction of new  stores
accounted  for substantially all of these expenditures.   Capitalized
interest  decreased  to $599 and $986 for the quarter  and  six-month
period ended January 30, 1998, respectively, as compared to $715  and
$354  for  the quarter and six-month period ended January  31,  1997,
respectively.   These decreases 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
six months of fiscal 1998.

      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 January 30, 1998, along  with  cash
generated from the Company's operating activities, will be sufficient
to finance its continued expansion plans through fiscal 1999.


                                  9
<PAGE>

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 January 30,  1998,  and  the
related condensed consolidated statements of income and cash flows for  the
quarters and six-month periods ended January 30, 1998 and January 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 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  9,  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
March 12, 1998


                                    10
<PAGE>




                                 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
                      25, 1997.

                (b)   Election  of Directors:   Reported  in  the
                      Registrant's Form  10-Q  quarterly  report  for  the
                      period ended October 31, 1997.

                (c)  Other Matters:  Reported in the Registrant's Form 10-Q
                     quarterly report for the period ended October 31, 1997.


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.


                                    11
<PAGE>






                                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:  3/12/98       By /s/Michael A. Woodhouse
       _______          _____________________________________________
                        Michael A. Woodhouse, Chief Financial Officer



Date:  3/12/98       By /s/Patrick A. Scruggs
       _______          _____________________________________________
                        Patrick A. Scruggs, Assistant Treasurer


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March 12, 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 six-month periods ended January 30, 1998 and January  31,
1997,  as indicated in our report dated March 12, 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 January 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 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


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