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 31, 1997

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_






                61,497,866 Shares of Common Stock
         Issued and Outstanding as of November 28, 1997


<PAGE>











                             PART I

Item 1. Financial Statements
                                
             CRACKER BARREL OLD COUNTRY STORE, INC.
              CONDENSED CONSOLIDATED BALANCE SHEET
                (In thousands, except share data)
<TABLE>

                                        October 31,     August 1,
                                           1997           1997
                                           ____           ____
ASSETS                                  (Unaudited)     (Audited)
<S>                                      <C>             <C>
Current assets:
  Cash and cash equivalents             $ 66,655       $ 64,933
  Short-term investments                   1,349          1,666
  Receivables                              4,301          4,836
  Inventories                             86,428         73,269
  Prepaid expenses                         4,835          4,707
                                        ________       ________
     Total current assets                163,568        149,411
                                        ________       ________

  Property and equipment,net             707,986        678,167
  Other assets                             1,919          1,127

                                        ________       ________
Total assets                            $873,473       $828,705
                                        ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                      $ 27,467       $ 27,422
  Accrued expenses                        69,725         57,669
  Current portion of long-term debt        3,500          3,500
  Current portion of capital lease
     obligations                             166            166
                                        ________       ________
     Total current liabilities           100,858         88,757
                                        ________       ________

Long-term debt                            62,000         62,000
Capital lease obligations                  1,269          1,302
Deferred income taxes                     16,214         16,214

Stockholders' equity:
  Common stock - $.50 par value,          30,737         30,533
     authorized 150,000,000 shares,
     issued and outstanding 61,474,674
     at October 31, 1997 and 61,065,306
     at August 1, 1997
  Additional paid-in capital             220,919        211,850
  Retained earnings                      441,476        418,049
                                        ________       ________

     Total stockholders' equity          693,132        660,432
                                        ________       ________

Total liabilities and stockholders'
  equity                                $873,473       $828,705
                                        ========       ========
</TABLE>


See notes to condensed consolidated financial statements.

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


                                             Quarter Ended
                                    _______________________________
                                    October 31,         November 1,
                                       1997                 1996
                                       ____                 ____
<S>                                  <C>                  <C>
Net sales:
  Restaurant                         $242,230             $202,528
  Retail                               70,525               56,374
                                     ________             ________

     Total sales                      312,755              258,902

Cost of goods sold                    106,491               89,315
                                     ________             ________

Gross profit on sales                 206,264              169,587

Labor & related expenses              106,100               87,225
Other store operating expenses         46,489               37,969
                                     ________             ________
 
Store operating income                 53,675               44,393

General and administrative             15,882               14,354
                                     ________             ________ 

Operating income                       37,793               30,039

Interest expense                        1,060                   --
Interest income                           820                  364
                                     ________             ________

Pretax income                          37,553               30,403

Provision for income taxes             13,820               11,553
                                     ________             ________

Net income                           $ 23,733             $ 18,850
                                     ========             ========
                                     
Earnings per share                   $    .38             $    .31
                                     ========             ========

Weighted average common
  shares and equivalents               62,288               61,107
                                     ========             ========

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


See notes to condensed consolidated financial statements.

<PAGE>


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

                                                    Three Months Ended
                                                __________________________
                                                October 31,    November 1,
                                                   1997           1996
                                                   ____           ____
<S>                                              <C>            <C>
Cash flows from operating activities:
  Net income                                     $23,733        $18,850
  Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization of
      property and equipment                      10,464          8,983
     Loss (gain)on disposition of property
      and equipment                                  437            (56)
  Changes in assets and liabilities:
     Inventories                                 (13,159)       (16,479)
     Other assets                                   (792)            19
     Accounts payable                                 45         (1,231)
     Other current assets and liabilities         12,463          1,872
                                                 _______        _______
  Net cash provided by operating activities       33,191         11,958
                                                 _______        _______

Cash flows from investing activities:
  Proceeds from maturities of short-term
   investments                                       317          3,380
  Purchase of property and equipment             (41,381)       (39,537)
  Proceeds from sale of property and equipment       661            815
                                                 _______        _______
  Net cash used in investing activities          (40,403)       (35,342)
                                                 _______        _______

Cash flows from financing activities:
  Proceeds from exercise of stock options          9,273            292
  Principal payments under long-term debt
   and capital lease obligations                     (33)           (33)
  Dividends on common stock                         (306)          (303)
                                                 _______        _______
  Net cash provided by (used in) financing
   activities                                      8,934            (44)
                                                 _______        _______
              
Net increase (decrease) in cash and cash
   equivalents                                     1,722        (23,428)

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

Cash and cash equivalents, end of period         $66,655        $ 5,543
                                                 =======        ======= 
Supplemental disclosures of cash flow
  information:
  Cash paid during the three months for:
   Interest                                      $   832        $     8
   Income taxes                                    6,092          5,326
</TABLE>


See notes to condensed consolidated financial statements.

<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 October 31, 1997 and
the related condensed consolidated statements of income and cash flows
for  the  quarters ended October 31, 1997 and November 1,  1996,  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 ended October 31, 1997
has  been computed based on management's estimate of the effective 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 ended November 1, 1996 and for the
entire fiscal year of 1997 were 38.0% 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  ended
October  31,  1997  cannot be considered indicative of  the  operating
results for the full fiscal year.

<PAGE>



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

      All  dollar amounts reported in Item 2 are shown in  thousands.
Except  for  specific  historical information, many  of  the  matters
discussed  in  this  Form  10-Q 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 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 recently  rolled  out
frequency-based   Cracker  Barrel  Old  Country  Store   Neighborhood
program;  changes  in  or  implementation of additional  governmental
rules and regulations; 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
ended October 31, 1997 as compared to the same period a year ago:
<TABLE>

                                             Quarter Ended
                                    _________________________________
                                    October  31,         November  1,
                                        1997                 1996
                                        ____                 ____ 
<S>                                  <C>                  <C>
Net sales:
  Restaurant                          77.5%                78.2%
  Retail                              22.5                 21.8
                                     _____                _____

     Total net sales                 100.0                100.0

Cost of goods sold                    34.0                 34.5
                                     _____                _____
   
Gross profit on sales                 66.0                 65.5

Labor & related expenses              33.9                 33.7
Other store operating expenses        14.9                 14.7
                                     _____                _____

Store operating income                17.2                 17.1

General and administrative             5.1                  5.5
                                     _____                _____

Operating income                      12.1                 11.6

Interest expense                       0.3                  0.0
Interest income                        0.2                  0.2
                                     _____                _____

Pretax income                         12.0                 11.8

Provision for income taxes             4.4                  4.5
                                     _____                _____

Net income                             7.6%                 7.3%
                                     =====                =====
</TABLE>

<PAGE>


                                   Same Store Sales Analysis
                                       257 Store Average
                                       _________________ 
<TABLE>

                                          Quarter Ended
                                 ________________________________
                                 October  31,       November 1,
                                    1997               1996
                                    ____               ____
<S>                               <C>                  <C>
Restaurant                        $  785.3             $770.9
Retail                               225.6              214.3
                                  ________             ______

Restaurant & retail               $1,010.9             $985.2
                                  ========             ======
</TABLE>

Sales

      Net  sales  for the first quarter of fiscal 1998 increased  21%
compared  to last year's first quarter.  Same store restaurant  sales
increased  1.9% and same store retail  sales increased  5.2%,  for  a
total  same  store  sales (restaurant and retail) increase  of  2.6%.
Same  store restaurant sales increased primarily due to an  effective
2.9%  menu increase throughout the quarter.  Same store retail  sales
increased primarily due to an improved assortment of retail items  in
the stores. New stores accounted for the balance of the first quarter
net sales increase.

Cost of Goods Sold

      Cost  of goods sold as a percentage of net sales for the  first
quarter  of  fiscal 1998 decreased to 34.0% from 34.5% in  the  first
quarter of last year.  The decrease was primarily due to decreases in
dairy  and hog complex prices from prior year levels.  This  decrease
was  partially offset by an increase in the mix of retail sales  from
21.8% last year to 22.5% this year, since retail sales carry 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 increased to 33.9% in the first
quarter  this  year from 33.7% in the first quarter last  year.   The
increase  was primarily due to higher bonus payouts under the  store-
level  bonus  program instituted in fiscal 1997.  These higher  bonus
payouts  resulted  from the significant improvements  in  store-level
operating income in the first quarter of fiscal 1997 versus the prior
year.  This  increase was partially offset by the net improvement  in
store-level,  hourly  labor,  resulting  from  enhanced   operational
productivity  partially offset by store-level, hourly wage  inflation
of approximately 2.9%.

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 14.9% this year versus 14.7% during the same quarter  last
year.  Other store operating expenses as a percentage of net sales

<PAGE>


increased  primarily  due  to the loss on  the  disposal  of  surplus
property  and  the incremental depreciation associated with  the  new
point-of-sale system in the stores.

General and Administrative Expenses

     General and administrative expenses as a percentage of net sales
decreased  to  5.1% during the first quarter of this year  from  5.5%
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.

Interest Expense

      Interest  expense increased to $1,060 for the first quarter  of
this year from $0 for the first quarter a year ago.  The increase was
primarily  due  to  the  Company drawing on a $50,000  term  loan  on
December 2, 1996.

Interest Income

      Interest income increased to $820 for the first quarter of this
year  from $364 for the first quarter a year ago.  The primary reason
for  the  increase  in  interest  income  was  higher  average  funds
available for investment.

Recent Accounting Pronouncements Not Yet Adopted

      In  February 1997, SFAS No. 128, "Earnings per Share,"  was  issued.
SFAS  No.  128  specifies  the  computation, presentation  and  disclosure
requirements for earnings per share.  This statement is effective for both
interim   and  annual  periods  ending  after  December  15,  1997,   with
restatement  of  all  prior  periods shown.  Earlier  application  is  not
permitted.  The effective date of SFAS No. 128 for the Company is for  the
quarter  and six-month period ending January 30, 1998. 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. 128,  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 $33,191
for  the  three months ended October 31, 1997.  Most of the cash  was
provided  by  net  income adjusted by depreciation and  amortization.
Increases  in  inventories were substantially offset by increases  in
other accrued expenses.

<PAGE>




      Capital expenditures were $41,381 for the first three months of
fiscal  1998.   Land  purchases and the construction  of  new  stores
accounted  for substantially all of these expenditures.   Capitalized
interest decreased to $387 for the first quarter of fiscal 1998  from
$639 for the same period a year ago.  This decrease was 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
three 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 and short-term investments at  October
31,  1997,  along  with cash generated from the  Company's  operating
activities,  will  be  sufficient to finance its continued  expansion
plans through fiscal 1999.

<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  October  31,
1997, and the related condensed consolidated statements of income and
cash  flows  for the quarters ended October 31, 1997 and November  1,
1996.  These  financial  statements are  the  responsibility  of  the
Company's management.

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

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

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


DELOITTE & TOUCHE LLP



Nashville, Tennessee
December 10, 1997

<PAGE>



                               PART II

                          OTHER INFORMATION


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:  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         50,334,175         273,892
               Robert V. Dale            50,348,089         259,978
               Dan W. Evins              50,345,771         262,296
               Edgar W. Evins            50,331,606         276,461
               William D. Heydel         50,336,734         271,333
               Robert C. Hilton          50,348,820         259,247
               Charles E. Jones, Jr.     49,628,760         979,307
               Charles T. Lowe, Jr.      50,331,487         276,580
               B. F. Lowery              49,608,952         999,115
               Ronald N. Magruder        50,346,652         261,415
               Gordon L. Miller          50,340,309         267,758
               Martha M. Mitchell        50,344,480         263,587
               Jimmie D. White           50,350,307         257,760

<PAGE>



               Proposal 2 - To consider and vote upon the adoption of
               a  proposed amendment  to  the  Cracker   Barrel   Old
               Country  Store,  Inc.   Amended  and  Restated   Stock
               Option  Plan, to increase the number  of   shares   of
               Company  Common  Stock  available  under the Plan from
               14,025,702 to 17,525,702.

               Affirmative votes cast        21,761,087
               Negative votes cast           15,204,336
               Votes cast to abstain            313,734
               Broker non-votes              13,328,910

               Proposal 3 - To approve the selection of Deloitte and
               Touche LLP as the Company's independent auditors for
               the 1998 fiscal year.

               Affirmative votes cast        50,376,521
               Negative votes cast              107,828
               Votes cast to abstain            123,718

               Proposal 4 - To consider and take action on  a  shareholder
               proposal, requesting that the Compensation and Stock Option
               Committees link executive compensation to social policy goals.

               Affirmative votes cast         2,300,968
               Negative votes cast           32,144,123
               Votes cast to abstain          2,834,066
               Broker non-votes              13,328,910

Item 5.   Other Information
          _________________

               None.


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

          A.   The following exhibits are filed pursuant to Item 601
               of Regulation S-K:

               (15) Letter regarding unaudited financial information.

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


<PAGE>




                                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: 12/10/97       By /s/Michael A. Woodhouse
      ________         _____________________________________________ 
                       Michael A. Woodhouse, Chief Financial Officer



Date: 12/10/97       By /s/Patrick A. Scruggs
      ________         _____________________________________________
                       Patrick A. Scruggs, Assistant Treasurer


<PAGE>




December 10, 1997



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 31, 1997 and November  1,
1996, as indicated in our report dated December 10, 1997; 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  31,
1997,  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>