SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549
                               ___________

                                FORM 10-K
(Mark One)
[x]  Annual Report Pursuant to Section 13 or 15(d) of
     The Securities Exchange Act of 1934 (No Fee Required)

[ ]  Transition report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 (No Fee Required)

     For the transition period from ________ to ________

For fiscal year ended                        Commission file number
August 1, 1997                                       0-7536

                                ___________

                  CRACKER BARREL OLD COUNTRY STORE, INC.
          (Exact name of registrant as specified in its charter)

          Tennessee                                  62-0812904
(State or other jurisdiction of                   (I.R.S. Employer
incorporation   or  organization)              Identification Number)

Hartmann Drive,  P.O. Box 787                        37088-0787
Lebanon, Tennessee                                   (Zip code)
(Address of principal executive offices)

                               ___________
           Registrant's telephone number, including area code:

                              (615)444-5533

                               ___________
       Securities registered pursuant to Section 12(b) of the Act:

                                   None

                               ___________
       Securities registered pursuant to Section 12(g) of the Act:

                               Common Stock
                             (Par Value $.50)
                               ____________

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  _
The aggregate market value of voting stock held by nonaffiliates  of
the registrant is $1,918,787,697 as of September 29, 1997.

                             61,395,068
____________________________________________________________________
(Number  of  shares of common stock outstanding as of September  29,
1997.)
<PAGE> 1


                   Documents Incorporated by Reference
                   ___________________________________
Document from which Portions                 Part of Form 10-K
are Incorporated by Reference               to which incorporated
_____________________________               _____________________
1.   Annual Report to Shareholders           Items 6, 7 and 8
     for the fiscal year ended
     August 1, 1997
2.   Proxy Statement for Annual              Part III
     Meeting of Shareholders
     to be held November 25, 1997
<PAGE> 2

       Except  for  specific  historical  information,  the  matters
discussed in this Form 10-K, as well as the Company's Annual  Report
to  Shareholders  for  the year ended August  1,  1997  incorporated
herein  by  reference, are forward-looking statements  that  involve
risks,  uncertainties  and  other factors  which  may  cause  actual
results and 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;  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.

                                  PART I

ITEM 1. BUSINESS

Overview

      Cracker  Barrel Old Country Store, Inc. and subsidiaries  (the
"Company"  or  "Cracker Barrel") own and operate 319 full  service
"country  store"  restaurants which are  primarily  located  in  the
southeast,  midwest, mid-atlantic and southwest United States.   The
majority  of stores are located along interstate highways,  however,
ten  stores  are located at "tourist destinations".  The restaurants
serve breakfast, lunch and dinner between the hours of 6:00 a.m. and
10:00  p.m.  (11:00 p.m. on Fridays and Saturdays) and feature  home
style  country  cooking prepared on the premises from the  Company's
own  recipes using quality ingredients and emphasizing authenticity.
Menu  items are moderately priced and include country ham,  chicken,
fish,   barbecue  pork  ribs,  roast  beef,  beans,  turnip  greens,
vegetable plates, salads, sandwiches, pancakes, eggs, bacon, sausage
and  grits.  The restaurants do not serve alcoholic beverages.   The
stores are constructed in a rustic, country store design and feature
a  separate  retail area offering a wide variety of  decorative  and
functional  items  specializing in hand-blown glassware,  cast  iron
cookware,  toys  and  wood crafts as well as various  old  fashioned
candies,  jellies and other foods.  The Company considers its  store
operations to constitute an integrated, single line of business.

      As  announced on August 21, 1996, the Company took a  one-time
charge related to store closures and certain other write-offs.   The
details  related to this charge are included in Note 1 under  "Store
closing costs" on page 32 of the Company's 1997 Annual Report.

Operations

      STORE FORMAT:  The format of Cracker Barrel stores consists of
a  rustic,  country  store  style building.   All  stores  are  free
standing  buildings  with adequate parking facilities  and  standard
landscaping.   Store  interiors are subdivided into  a  dining  room
consisting of approximately 23% of the total interior store space, a
retail shop consisting of approximately 21% of such space, with  the
balance  primarily  consisting of kitchen and  storage  areas.   All
stores   have   wood-burning  fireplaces  and  are  decorated   with
antique-style  furnishings and other authentic  items  of  the  past
similar to those used and sold in original old country stores.   The
kitchens  contain  modern  food preparation  and  storage  equipment
allowing   for   extensive  flexibility  in   menu   variation   and
development.

      PRODUCTS:   Cracker Barrel's restaurants offer rural  American
cooking  featuring the Company's own recipes.  In keeping  with  the
Company's  emphasis  on  authenticity and  quality,  Cracker  Barrel
restaurants prepare menu selections on the premises.  The  Company's
restaurants   offer   breakfast,   lunch   and   dinner    from    a
moderately-priced  menu.  Most items may  be  ordered  at  any  time
throughout the day.  Breakfast items include juices, eggs, pancakes,
bacon,  country  ham,  sausage, grits,  and  a  variety  of  biscuit
specialties, with prices for a breakfast meal ranging from $2.59  to
$7.49.   Lunch and dinner items include country ham, chicken,  fish,
steak,  barbecue  pork  ribs,  roast  beef,  beans,  turnip  greens,
vegetable  plates, salads, sandwiches, homemade soups and  specialty
items such as beef stew with muffins.  Lunches and dinners range  in
price from $2.99 to $14.99.  The Company from time to time increases
its prices and increased its menu prices approximately 1% in October
1996 and 2% in May 1997.
<PAGE> 3

      The  retail  stores, which are decorated with  antique  signs,
primitive  tools  and  other memorabilia  in  a  turn-of-the-century
atmosphere,  offer a wide variety of items consisting  primarily  of
hand-blown  glassware,  cast iron cookware, old-fashioned  crockery,
handcrafted  figurines, classic children's toys  and  various  other
gift  items, as well as various candies, preserves, smoked  sausage,
syrups and other foodstuffs.  Many of the candy items, smoked bacon,
jellies  and  jams along with other high quality products  are  sold
under the "Cracker Barrel Old Country Store" brand name.

      PRODUCT MERCHANDISING:  Cracker Barrel  maintains  a  product
development department which develops new and improved menu items in
response to shifts  in  customer preferences.  Company merchandising
specialists are  involved on a continuing basis in selecting and
positioning of merchandise in the retail shop.  Management believes
that  the Company  has adequate flexibility to meet future shifts in
consumer preference on a timely basis.

      STORE MANAGEMENT:  Store management typically consists  of  a
general  manager, four associate managers and a retail  manager  who
are  responsible for approximately 100 employees on two shifts.  The
relative complexity of operating a Cracker Barrel Old Country  Store
requires an effective management team at the individual store level.
As  a  motivation to store managers to improve sales and operational
efficiency,  Cracker  Barrel has a bonus plan  designed  to  provide
store management with an opportunity to share in the pre-tax profits
of  their  store when meeting or exceeding predetermined performance
criteria.  To assure that individual stores are operated at  a  high
level  of quality, the Company emphasizes the selection and training
of  store managers and has a level of District Management to support
individual store managers.

      The  store  management recruiting and training program  begins
with  an  evaluation and screening process.  In addition to multiple
interviews  and background and experience verification, the  Company
conducts  testing which it believes is important in selecting  those
applicants best suited to manage store operations.  Those candidates
who  successfully pass this screening process are then  required  to
complete an 11-week training program consisting of eight weeks of in-
store  training  and  three  weeks  of  training  at  the  Company's
corporate   facilities.   This  program  allows  new  managers   the
opportunity  to  become  familiar  with  the  Company's  operations,
management  objectives,  controls  and  evaluation  criteria  before
assuming management responsibility.

      PURCHASING AND DISTRIBUTION:   Cracker  Barrel   negotiates
directly  with food vendors as to price and other material terms  of
most food purchases.  The Company purchases the majority of its food
products  and  restaurant supplies on a cost-plus  basis  through  a
distributor  headquartered  in  Nashville,  Tennessee  with   custom
distribution   centers   in  Lebanon,  Tennessee;   Dallas,   Texas;
Gainesville,  Florida; and Belcamp, Maryland.   The  distributor  is
responsible  for placing food orders and warehousing and  delivering
food  products  to  the Company's stores.  This distributor  is  not
affiliated  with  the Company.  Certain perishable  food  items  are
purchased locally by the Company's stores.

      On  January 10, 1997, the Company signed a new agreement with the
food  distributor  which became effective February  1,  1997.   This
agreement, characterized as a "Prime Vendor Contract", outlined  the
relationship  between  the  Company  and  the  distributor  and   is
considered a mutual agreement between both parties that will  permit
a profitable relationship.  The contract will remain in effect until
it  is  mutually  modified  in writing  by  both  parties  or  until
terminated by either the Company or the distributor upon one hundred
eighty days written notice to the other party.

      The  single  food  category accounting for the  largest  share
(approximately  17%)  of the Company's food  purchasing  expense  is
pork.  The single food item within the pork category accounting  for
the  largest  share  of  the Company's food  purchasing  expense  is
country  ham.  The Company presently purchases its pork  food  items
through ten vendors and its country ham through two vendors.  Should
any pork items from these vendors become unavailable for any reason,
management is of the opinion that these food items could be obtained
in sufficient quantities from other sources at competitive prices.
<PAGE> 4


      The majority of retail items are purchased directly by Cracker
Barrel, warehoused at its Lebanon distribution center and shipped to
the  stores.   On December 20, 1996, the Company signed a  dedicated
carriage  agreement with an unaffiliated transportation company  for
the   transportation  of  retail  merchandise  from  the   Company's
distribution  center  throughout the contiguous forty-eight  states.
This  agreement, which is for a period of forty eight  (48)  months,
sets forth the relationship between the respective companies and  is
structured to facilitate the growth of the Company's retail business
over the next four years.  The transportation company or the Company
may terminate the agreement on any annual anniversary date by giving
the  other  party  sixty  (60) days prior written  notice.   Certain
retail items are shipped directly to the Company's stores.

      QUALITY, COST AND INVENTORY CONTROLS:  Costs are monitored  by
management  to determine if any material variances in food  cost  or
operating  expenses have occurred. The Company's computer systems are
used  to analyze store operating information by providing management
reports   for  continual  monitoring  of  sales  mix  and   detailed
operational  cost data.  This system is also used in the development
of budget analyses and planning.

     MARKETING:  New store locations generally are not advertised in
the  media until several weeks after they have been opened in  order
to  give  the  staff  time to adjust to local  customer  habits  and
traffic volume.  To effectively reach consumers in the primary trade
area for each Cracker Barrel store and also interstate travelers and
tourists,  outdoor  advertising  is the  primary  advertising  media
utilized,   accounting   for  approximately   50%   of   advertising
expenditures.  The Company utilizes various types of media, such  as
television  and  radio,  in its core markets  to  maintain  customer
awareness.   Outside of its core markets, radio and  print  are  the
primary  media used in an effort to increase name awareness  and  to
build  brand loyalty.  The Company defines its core market based  on
geographic  location, longevity in the market and name awareness  in
the market.

     SEASONAL ASPECTS:  Historically the profits of the Company have
been  lower in the second fiscal quarter than in the first and third
fiscal   quarters   and  highest  in  the  fourth  fiscal   quarter.
Management attributes these variations primarily to the decrease  in
interstate tourist traffic during the winter months and the increase
in interstate tourist traffic during the summer months.

      WORKING CAPITAL:  In the restaurant industry substantially all
sales are either for cash or credit card. Like most other restaurant
companies,  the  Company  is able to, and may  from  time  to  time,
operate  with  negative  working  capital.   Restaurant  inventories
purchased through the food distributor are now on terms of net  zero
days,  while restaurant inventories purchased locally are  generally
financed  from  normal  trade credit.  Retail inventories  purchased
domestically are generally financed from normal trade credit,  while
retail  imported inventories are generally purchased through letters
of credit.  These various trade terms are aided by rapid turnover of
the restaurant inventory.

Expansion

     The Company opened fifty new stores in fiscal 1997.  Ten of the
stores   are   located  on  Interstate  95  in  Belcamp, Maryland,
Jacksonville, Florida, Titusville, Florida, Boynton Beach, Florida,
Fayetteville,  North  Carolina,  Wilson,  North  Carolina, Milford,
Connecticut, Chester, Virginia, St. Augustine, Florida, and  Santee,
South  Carolina;  three are located on Interstate 20  in  Vicksburg,
Mississippi, Benbrook, Texas, and Oxford, Alabama; Interstate 40 in
Alma,  Arkansas,  Flagstaff,  Arizona and  Midwest  City, Oklahoma;
Interstate  70  in Kansas City, Kansas, Springfield,  Ohio and New
Stanton, Pennsylvania; and Interstate 90 in Erie, Pennsylvania, East
Greenbush,  New  York and Lancaster, New York; two  are  located  on
Interstate 55 in Batesville, Mississippi and Romeoville, Illinois;
Interstate 59 in Hattiesburg, Mississippi and Tuscaloosa, Alabama;
Interstate 75 in Venice, Florida and Brighton, Michigan; Interstate
77 in Mooresville and Jonesville, North Carolina; Interstate 78 in
Hamburg  and Fogelsville, Pennsylvania; and Interstate 81 in  Cicero
and Watertown, New York; and one each is located on: 31st Avenue in
Tulsa,  Oklahoma; Highway 17 in South Myrtle Beach, South  Carolina;
Highway 358 in Corpus Christi, Texas; Interstate 8 in Yuma, Arizona;
Interstate 10 in Sulfur, Louisiana; Interstate 15  in  Layton, Utah;
<PAGE> 5

Interstate 64 in Barboursville, West Virginia; Interstate 25 in Pueblo,
Colorado; Interstate 29  in  St. Joseph, Missouri;  Interstate 35 in
Burleson,  Texas;  Interstate  65 in Greenville,  Alabama;  Interstate
71 in La Grange, Kentucky; Interstate  181 in Johnson City, Tennessee;
Interstate  196  in Grandville,  Michigan;  Interstate 215 in West  Valley,
Utah;  and Interstate 275 in Forrest Park, Ohio.

      The Company plans to open fifty new stores during fiscal 1998.
Twelve  of  the  stores  are  already open:   two  are  located  on:
Interstate  85  in Henderson, North Carolina and Commerce,  Georgia;
and  Interstate  10 in Marana, Arizona and Gonzales, Louisiana;  and
one  each  is  located  on:  Interstate  15  in  Springville,  Utah;
Interstate  35  in Edmond, Oklahoma; Interstate 40 in  Russellville,
Arkansas;  Interstate  55 in Hammond, Louisiana;  Interstate  77  in
Beckley,  West  Virginia; and Interstate 90  in  Billings,  Montana;
Interstate  295 in Pennsville, New Jersey; and Loop 101  in  Peoria,
Arizona.

      Prior  to  committing to a new location, the Company  performs
extensive  reviews of various available sites, gathering approximate
cost, demographic and traffic data. This information is entered into
a  model to help with the decision on building a store.  The Company
utilizes  in-house engineers to consult on architectural  plans,  to
develop  engineering  plans and to oversee  new  construction.   The
Company is currently engaged in the process of seeking and selecting
new sites, negotiating purchase or lease terms and developing chosen
sites.

     It is the Company's preference to own its store properties.  Of
the  319  stores open as of October 31, 1997, the Company owns  301,
while the other 18 properties are either ground leases or ground and
building  leases.   Currently, average  cost  for  a  new  store  is
approximately  $1,250,000  for  land  and  sitework,  $800,000   for
building,  and  $550,000 for equipment.  The current store  size  is
approximately 10,000 square feet with 184 seats in the restaurant.

Employees

     As of August 1, 1997, Cracker Barrel employed 35,805 people, of
whom 399 were in advisory and supervisory capacities, 1,876 were  in
store  management  positions and 17 were officers  of  the  Company.
Many  of the restaurant personnel are employed on a part-time basis.
The Company has an incentive plan for its hourly employees which  is
intended to lower turnover and to increase productivity by providing
a defined career path through testing and ranking of employees.  The
Company's employees are not represented by any union, and management
considers its employee relations to be good.

Competition

      The  restaurant business is highly competitive  and  is  often
affected  by  changes in the taste and eating habits of the  public,
local  and  national economic conditions affecting spending  habits,
and  population and traffic patterns.  Restaurant industry  segments
overlap  and often provide competition for widely diverse restaurant
concepts.  The principal basis of competition in the industry is the
quality  and  price  of the food products offered.  Site  selection,
quality and speed of service, advertising and the attractiveness  of
facilities are also important.

     There are a large number of restaurants catering to the public,
including several franchised operations in the family segment of the
restaurant industry, which are substantially larger and have greater
financial  and  marketing resources than those of  the  Company  and
which  compete  directly and indirectly in all areas  in  which  the
Company operates.

Trademarks

      The  Company owns certain registered copyrights,  patents  and
trademarks relating to the name "Cracker Barrel Old Country  Store",
as  well  as  its logo, menus, designs of buildings,  general  trade
dress  and  other aspects of operations.  The Company believes  that
the use of these names have some value in maintaining the atmosphere
and public acceptance of its mode of operations.

Research and Development

      While  research and development are important to the  Company,
these expenditures have not been material.
<PAGE> 6

Compliance With Environmental Protection Requirements

      Compliance with federal, state and local provisions which have
been  enacted or adopted regulating the discharge of materials  into
the   environment  should  have  no  material  effect  upon  capital
expenditures, earnings, or the competitive position of the Company.

ITEM 2. PROPERTIES

      The  Company's  present corporate headquarters  and  warehouse
facilities are situated on approximately 120 acres of land owned  by
the Company in Lebanon, Tennessee.

      The  Company  utilizes approximately 190,000  square  feet  of
office  space  and  400,000  square feet  of  warehouse  facilities.
Management  feels  that  the  current  amount  of  office  space  is
sufficient  to  meet the Company's needs through the end  of  fiscal
1999.

      In  addition to the corporate facilities, the Company owns  or
leases the following properties as of October 31, 1997:
<TABLE>
<CAPTION>

State                             Owned                       Leased
_____                    _______________________      _______________________
                         Land          Buildings      Land          Buildings
                         ____          _________      ____          _________
<S>                       <C>             <C>            <C>             <C>
Tennessee                 27              28             8               5
Florida                   32              29             -               -
Texas                     22              20             -               _
Georgia                   19              18             2               2
North Carolina            20              19             1               -
Illinois                  18              19             1               -
Ohio                      16              17             2               -
Indiana                   16              15             -               -
Virginia                  14              14             -               -
Alabama                   13              12             1               1
Kentucky                  12              11             2               2
Michigan                  13              13             -               -
Missouri                  12              11             -               -
South Carolina            10              10             2               1
Louisiana                  8               8             -               -
Mississippi                8               8             -               -
Pennsylvania               8               6             -               -
Arizona                    7               5             -               -
Oklahoma                   6               5             -               -
West Virginia              6               5             -               -
New York                   5               4             1               -
Arkansas                   5               4             -               -
Wisconsin                  5               4             -               -
Colorado                   4               4             -               -
Kansas                     4               3             -               -
Minnesota                  4               3             -               -
Iowa                       3               3             -               -
Utah                       3               3             -               -
New Mexico                 2               2             1               -
Maryland                   2               2             -               -
Connecticut                1               1             -               -
Montana                    1               1             -               -
New Jersey                 -               1             1               -
Idaho                      1               -             -               -
Nebraska                   1               -             -               -
</TABLE>

       See "Business-Operations" and "Business-Expansion" for additional
information on the Company's stores.

ITEM 3.  LEGAL PROCEEDINGS

      The  Company  is  not involved in any material  pending  legal
proceedings.
<PAGE> 7

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

     Pursuant to Instruction 3 to Item 401(b) of Regulation S-K and
General Instruction G(3) to Form 10-K, the following information is
included in Part I of this Form 10-K.

Executive Officers of the Registrant

      The  following table sets forth certain information concerning
the executive officers of the Company as of September 29, 1997:
<TABLE>
<CAPTION>
Name                          Age       Position with Registrant
____                          ___       ________________________
<S>                           <C>       <C>
Dan W. Evins                  62        Chairman of the Board
                                        & Chief Executive Officer

Ronald N. Magruder            49        President  &  Chief
                                        Operating Officer

Michael A. Woodhouse          52        Senior Vice President,
                                        Finance  & Chief  Financial
                                        Officer

Michael D. Adkins             42        Senior Vice President,
                                        Restaurant Operations

Norman J. Hill                55        Senior  Vice  President,
                                        Human Resources

Richard G. Parsons            45        Senior Vice President,
                                        Merchandising

James F. Blackstock           50        Vice  President,  General
                                        Counsel and Secretary

Ellen C. Cozart               39        Vice President,  Human
                                        Resources

Judith K. Donovan             42        Vice  President,  New
                                        Business Development

James D. Fisher               51        Vice President,
                                        Marketing

Mattie H. Hankins             57        Vice President &
                                        Controller

Debra K. Kidwell              38        Vice President, Retail
                                        Purchasing

Donald G. Kravitz             61        Vice President,
                                        Property Development

Michael J. Matheny            50        Vice President, Information
                                        Services

Thomas R. Pate                38        Vice President, Training and
                                        Management Development

Jonathan C. Sleik             46        Vice President,
                                        Purchasing and Distribution

Mark W. Tanzer                40        Vice President,  Product
                                        Development

John J. Davoli                45        Regional Vice  President,
                                        Restaurants

Scott C. Diffenderfer         43        Regional Vice President,
                                        Restaurants

Cecilia S. Gibson             42        Regional Vice President, Retail

Carolyn M. Hall               40        Regional Vice President, Retail

<PAGE> 8

Dan L. Markley                40        Regional Vice President, Retail

Terry A. Maxwell              38        Regional Vice President,
                                        Restaurants

Cyril J. Taylor               43        Regional Vice President,
                                        Restaurants

Stanley L. Warner             43        Regional Vice President,
                                        Restaurants

Gary L. Wooddell              33        Regional Vice President, Retail
</TABLE>

      The  following  background  material  is  provided  for  those
executive officers who have been employed by the Registrant for less
than five years:

      Prior to his employment with the Company in August, 1995,  Mr.
Magruder was Vice-Chairman of Darden Restaurants, Inc. from 1994  to
1995.  Mr. Magruder had been employed by General Mills for 23 years,
serving  in  various  capacities within their  restaurant  division.
Previously,  Mr.  Magruder was Executive Vice President  of  General
Mills  Restaurants and President of the Olive Garden  from  1987  to
1994.

      Prior to his employment with the Company in January 1995,  Mr.
Fisher was Executive Vice President of Marketing with Baker's Square
since  1993.   Mr.  Fisher  was Vice President  of  Marketing   with
Shakey's Pizza, Inc. from 1989 to 1993.

      Prior to his employment with the Company in November 1995, Mr.
Sleik  was  with  Darden  Restaurants, Inc. most  recently  as  Vice
President  of  Remodeling and Facilities.   He  was  Executive  Vice
President of Operations for the Olive Garden from 1985 to  1994  and
Vice  President of Purchasing and Distribution for Red Lobster  from
1980 to 1985.

      Prior to his employment with the Company in December 1995, Mr.
Woodhouse  was Senior Vice President and Chief Financial Officer  of
Daka  International, Inc. from 1993 to 1995.  Mr. Woodhouse was Vice
President  and Chief Financial Officer of Tia's Inc.  from  1992  to
1993.   Prior  to  1992  he was Executive Vice President  and  Chief
Financial Officer of Metromedia Steakhouses, Inc.

      Prior to his employment with the Company in February 1996, Mr.
Matheny  was  with Boston Chicken as Director of  Systems.   He  was
Director of Management Information Systems with El Chico Restaurants
from  1992  through  1995.   Prior to 1992,  he  served  in  various
divisional  roles with Metromedia working with their Steak  and  Ale
and Ponderosa concepts.

     Prior to her employment with the Company in September 1996, Ms.
Donovan  was  with  Darden Restaurants, Inc. from 1989-1996  serving
most  recently as Senior Vice President of New Business Development.
Prior  to  her  most recent role, she was Senior Vice President  and
Division General Manager of The Olive Garden.

      Prior  to  his employment with the Company in June  1997,  Mr.
Blackstock  was with Travel Centers of America, Inc.  from  1993  to
1997  serving  as  Vice  President, General Counsel  and  Secretary.
Prior  to  1993,  Mr.  Blackstock  practiced  law  in  Los  Angeles,
California  as  a  principal in the firm  of  James  F.  Blackstock,
Professional Law Corporation.
<PAGE> 9

                                 PART II

ITEM   5.    MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
             SHAREHOLDER MATTERS

     Since the initial public offering of the Company's common stock
in  November 1981, the Company's common stock has been traded on The
Nasdaq  Stock Market (National Market System) with the symbol  CBRL.
There were 19,313 shareholders of record as of September 29, 1997.

      The following table indicates the high and low sales prices of
the  Company's common stock as reported on The Nasdaq  Stock  Market
(National Market System) during the periods indicated.

                  Fiscal Year 1997 Prices       Fiscal Year  1996 Prices

Quarter             High            Low           High             Low
_______             ____            ___           ____             ___
First              $25.63         $19.63         $21.50          $17.38
Second              28.38          19.88          19.25           15.75
Third               29.25          24.88          24.88           17.88
Fourth              29.88          23.75          27.38           19.38

      In  September  1983  the  Board of Directors  of  the  Company
initiated  a  policy  of declaring dividends on a  quarterly  basis.
Prior  to such date the Board followed a policy of declaring  annual
dividends  during the first fiscal quarter.  Quarterly dividends  of
$.005  per  share were paid during all four quarters of fiscal  1996
and 1997.  The Company foresees paying comparable cash dividends per
share in the future.

      The  covenants  relating  to the 9.53%  Senior  Notes  in  the
original  amount of $30,000,000 impose certain restrictions  on  the
payment  of  cash  dividends  and the purchase  of  treasury  stock.
Retained   earnings   not  restricted  under  the   covenants   were
approximately $382,000,000 at August 1, 1997.

ITEM 6.  SELECTED FINANCIAL DATA

     The table "Selected Financial Data" on page 23 of the Company's
Annual Report to Shareholders for the year ended August 1, 1997 (the  "1997
Annual Report") is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

       The  following  portions  of  the  1997  Annual  Report   are
incorporated herein by reference:

     Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 24 through 26.
<PAGE> 10

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The  following  portions  of  the  1997  Annual  Report   are
incorporated herein by reference:

      Consolidated  Financial Statements and  Independent  Auditors'
Report on pages 27  through 39.

     Quarterly Financial Data (Unaudited) on page 38.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     None.

                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item with respect to directors
of  the  Company is incorporated herein by reference to the  section
entitled  "Election of Directors" in the Company's definitive  proxy
statement  for  its 1997 Annual Meeting of Shareholders  (the  "1997
Proxy  Statement").   The information required  by  this  item  with
respect to executive officers of the Company is set forth in Part  I
of this Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by
reference  to the section entitled "Executive Compensation"  in  the
Company's 1997 Proxy Statement.

ITEM  12.   SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS  AND
            MANAGEMENT

     The information required by this item is incorporated herein by
reference to the section entitled "Security Ownership of Management"
in the Company's 1997 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by
reference to the section entitled "Transactions with Management"  in
the Company's 1997 Proxy Statement.

<PAGE> 11

                                 PART IV

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

     A.   List of documents filed as part of this report:

           1.   The following Financial Statements and the Report of
                Deloitte  & Touche LLP on pages 27 through 39  of  the
                1997 Annual Report are incorporated herein by reference:

                Independent Auditors' Report dated September 10, 1997

                Consolidated Balance Sheet as of August 1, 1997 and
                August 2, 1996

                Consolidated  Statement of Income for  each  of  the
                three fiscal years ended August 1, 1997, August  2,
                1996 and July 28, 1995

                Consolidated  Statement of Changes in  Stockholders'
                Equity for each of the three fiscal years ended August
                1, 1997, August 2, 1996 and July 28, 1995

                Consolidated Statement of Cash Flows for each of the
                three fiscal years ended August 1, 1997, August 2, 1996
                and July 28, 1995

                Notes to Consolidated Financial Statements

           2.   The  exhibits listed in the accompanying Index to
                Exhibits on pages  14  &  15  are filed as part of this
                annual report.

     B.   Reports on Form 8-K:

           There were no reports filed on Form 8-K during the fourth
           quarter of the fiscal year ended August 1, 1997.

<PAGE> 12
                             SIGNATURES


      Pursuant  to  the requirements of Section 13 or 15(d)  of  the
Securities Exchange  Act  of 1934, Cracker Barrel Old Country Store,  Inc.
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                  CRACKER BARREL OLD COUNTRY STORE, INC.


By:  /s/Dan W. Evins                    By:  /s/Mattie H. Hankins
     ______________________________     ___________________________
     Dan W. Evins                       Mattie H. Hankins
     CEO and Chairman of the Board      Vice President & Controller
     (Principal Executive Officer)


By:  /s/Michael A. Woodhouse
     ______________________________
     Michael A. Woodhouse
     Senior Vice President, Finance
     (Principal Financial Officer)

Date:  October 24, 1997

      Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons  on
behalf  of  the  Company  and in the capacities  and  on  the  dates
indicated.


/s/James C. Bradshaw, M.D.
_____________________________________     _________________________________
James  C.  Bradshaw,  M.D.,  Director     Charles  T.  Lowe,  Jr., Director


                                          /s/B.F. Lowery
_____________________________________     _________________________________
Robert V. Dale, Director                  B. F. Lowery, Director


/s/Dan W. Evins                           /s/Ronald N. Magruder
_____________________________________     _________________________________
Dan W. Evins, Director                    Ronald N. Magruder, Director


/s/Edgar W. Evins                         /s/ Gordon L. Miller
_____________________________________     _________________________________
Edgar W. Evins, Director                  Gordon L. Miller, Director


/s/William D. Heydel
_____________________________________     _________________________________
William D. Heydel, Director               Martha M. Mitchell, Director


_____________________________________     _________________________________
Robert C. Hilton, Director                Jimmie D. White, Director


_____________________________________
Charles E. Jones, Jr., Director

<PAGE> 13

                         INDEX TO EXHIBITS


Exhibit

3(a)      Charter (1)

3(b)      Bylaws (2)

4(a)      Note  Agreement dated as of January 1, 1991, relating to
          $30,000,000 of 9.53% Senior Notes (3)

10(a)     Credit Agreement dated February 18, 1997, relating to
          the  $50,000,000 Term  Loan and the $75,000,000  Revolving
          Credit and Letter of Credit Facility

10(b)     Lease dated August 27, 1981 for lease of Clarksville,
          Tennessee,  and Macon,  Georgia,  stores  between  B.  F.
          Lowery,  general  counsel and a director,   and  the
          Company (4)

10(c)     The Company's Incentive Stock Option Plan of 1982, as
          amended (5)

10(d)     The Company's 1987 Stock Option Plan, as amended (1)

10(e)     The Company's Amended and Restated Stock Option Plan (6)

10(f)     The  Company's Non-Employee Director's Stock Option Plan,
          as amended (7)

10(g)     The Company's Executive Employment Agreement (5)

10(h)     The  Company's Non-Qualified Savings Plan, effective
          1/1/96, as amended (8)

10(i)     The  Company's Deferred Compensation Plan, effective
          1/1/94 (8)

10(j)     Executive Employment Agreement for Ronald N. Magruder
          dated 7/5/95 (9)

10(k)     Executive  Employment  Agreement  for  Michael A.
          Woodhouse dated 11/15/95 (9)

13        Pertinent portions, incorporated by reference herein, of
          the Company's 1997 Annual Report to Shareholders

21        Subsidiaries of the Registrant

22        Definitive Proxy Materials

23        Consent of Deloitte & Touche LLP

<PAGE> 14
 (1)  Incorporated  by  reference to  the  Company's  Registration
      Statement on Form S-8 under the Securities Act of 1933 (File
      No. 33-45482).

 (2)  Incorporated by reference to the Company's Annual Report  on
      Form  10-K under the Securities Exchange Act of 1934 for  the
      fiscal year ended July 28, 1995. (File No. 0-7536).

 (3)  Incorporated  by  reference to  the  Company's  Registration
      Statement on Form S-3 under the Securities Act of 1933  (File
      No. 33-38989).

 (4)  Incorporated  by  reference to  the  Company's  Registration
      Statement  on Form S-7 under the Securities Act of 1933  (File
      No. 2-74266).

 (5)  Incorporated by reference to the Company's Annual Report  on
      Form 10-K under the Securities Exchange Act of 1934 for  the
      fiscal year ended July 28, 1989 (File No. 0-7536).

 (6)  Incorporated by reference to the Company's  1996  Definitive
      Proxy materials, attached hereto as Exhibit 22.

 (7)  Incorporated by reference to the Company's Annual Report  on
      Form  10-K under the Securities Exchange Act of 1934 for the
      fiscal year ended August 2, 1991   (File No. 0-7536).

 (8)  Incorporated by reference to the Company's Annual Report  on
      Form 10-K under the Securities Exchange Act of 1934 for the
      fiscal year ended August 2, 1996  (File No. 0-7536).

 (9)  Incorporated  by  reference  to  the  Executive  Employment
      Agreement  section,  page  12  and  13  of  the  Company's  1997
      Definitive Proxy materials, attached hereto as Exhibit 22.
<PAGE> 15