CRACKER BARREL OLD COUNTRY STORE, INC.
                         305 Hartmann Drive
                      Lebanon, Tennessee 37087

                         -----------------
              Notice of Annual Meeting of Shareholders
              to be held on Tuesday, November 25, 1997
                         -----------------

     Notice  is  hereby given that the Annual Meeting of Shareholders
     of Cracker Barrel Old Country Store, Inc.(the "Company") will be
     held  at  the offices of the Company located on Hartmann  Drive,
     Lebanon, Tennessee, on Tuesday, November 25, 1997 at 10:00 a.m.,
     local time, for the following purposes:

     (1)  to elect 13 directors to serve until the next Annual Meeting and
          until their successors are duly elected and qualified;

     (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;

     (3)  to  approve the selection of Deloitte & Touche LLP  as  the
          Company's independent auditors for the 1998 fiscal year;

     (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; and

     (5)  to  transact such other business as may properly be brought
          before the meeting or any adjournment of the meeting.

     The  Board  of  Directors has fixed the  close  of  business  on
September  29,  1997  as  the record date for  the  determination  of
shareholders entitled to notice of and to vote at the Annual Meeting.

     Your  attention is directed to the Proxy Statement  accompanying
this  notice  for a more complete statement regarding matters  to  be
acted upon at the Annual Meeting.

                                    By Order of the Board of Directors

                                    James F. Blackstock, Secretary
Lebanon, Tennessee
October 24, 1997

YOUR  REPRESENTATION  AT THE MEETING IS IMPORTANT.   TO  ENSURE  YOUR
REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD.  SHOULD  YOU
DESIRE  TO  REVOKE  YOUR  PROXY, YOU MAY DO SO  AS  PROVIDED  IN  THE
ACCOMPANYING PROXY STATEMENT, AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
             CRACKER BARREL OLD COUNTRY STORE, INC.
                       305 Hartmann Drive
                    Lebanon, Tennessee 37087
                      --------------------
                        PROXY STATEMENT
                      --------------------

     The  accompanying proxy is solicited by, and on  behalf  of,
the  Board of Directors of Cracker Barrel Old Country Store, Inc.
(the "Company") for use at the Annual Meeting of Shareholders  to
be  held  on  November  25,  1997, and any  adjournment  of  that
meeting.  Notice of the Annual Meeting is attached to this  Proxy
Statement.

     This  Proxy Statement, and the Annual Report of the  Company
for the fiscal year ended August 1, 1997, have been mailed on  or
about  October  24,  1997,  to  all  shareholders  of  record  on
September 29, 1997.

     The  purpose of the Annual Meeting is to elect 13 directors,
to  adopt  an amendment to the Cracker Barrel Old Country  Store,
Inc.  Amended  and  Restated Stock Option Plan  to  increase  the
number  of  shares  authorized under the  Plan,  to  approve  the
selection  of Deloitte & Touche LLP as the Company's  independent
auditors  for the next fiscal year, and to vote on a  shareholder
proposal  requesting  that  the  Compensation  and  Stock  Option
Committees link executive compensation to social policy goals.

     A shareholder of record who signs and returns a proxy in the
accompanying  form may revoke the proxy at any  time  before  the
designated  proxy holder votes, by attending the  Annual  Meeting
and  electing to vote in person, by filing with the Secretary  of
the  Company a written revocation or by duly executing a  written
proxy  bearing  a  later date.  Unless duly revoked,  the  shares
represented  by  the proxy will be voted at the  Annual  Meeting.
Where  a choice is specified on the proxy, the represented shares
will  be  voted  in  accordance with the specifications.   If  no
specification  is  made,  proxy shares  will  be  voted  FOR  the
election  of  all  director nominees, FOR  the  adoption  of  the
amendment to the Amended and Restated Stock Option Plan, FOR  the
approval  of  Deloitte & Touche LLP as the Company's  independent
auditors  for  the 1998 fiscal year, and AGAINST the  shareholder
proposal.

     Directors shall be elected by a plurality of the votes  cast
in   the  election  by  the  holders  of  Company  Common   Stock
represented  and  entitled to vote at the Annual  Meeting,  if  a
quorum  is  present.  Assuming the existence of a  quorum,  every
other proposal submitted to the shareholders shall be approved if
the  votes  cast  favoring the proposal  exceed  the  votes  cast
opposing it.  Abstentions will be counted as present for purposes
of  determining the existence of a quorum and for determining the
total  number  of  votes cast.  Abstentions  are  disregarded  in
determining if a director receives a plurality of the votes  cast
or  whether  votes cast for a proposal exceed votes cast  against
it.   Broker  non-votes  are  disregarded  for  the  purpose   of
determining  the  total number of votes cast with  respect  to  a
proposal.

<PAGE> 1


     The  Board of Directors knows of no other matters which  are
to  be brought to a vote at the Annual Meeting.  However, if  any
other  matters  properly  come before the  meeting,  the  persons
appointed  in  the  proxy  or  their  substitutes  will  vote  in
accordance with their best judgment on those matters.

     The  Board  of Directors has fixed the close of business  on
September  29,  1997 as the record date for the  Annual  Meeting.
The  Company's only class of securities is its Common Stock, with
a  par  value  of  $0.50 per share. On September  29,  1997,  the
Company had outstanding 61,395,068 shares of Common Stock.   Only
shareholders of record at the close of business on that date will
be  entitled to vote at the Annual Meeting. For each share  held,
those  shareholders will be entitled to one  vote  which  may  be
given in person or by proxy authorized in writing.

     The  cost  of solicitation of proxies will be borne  by  the
Company,   including  expenses  in  connection  with   preparing,
assembling  and  mailing this Proxy Statement.  The  solicitation
will  be  made  by  mail, and may also be made by  the  Company's
officers or employees personally or by telephone or telegram.  No
officers  or  employees  of the Company will  receive  additional
compensation  for soliciting proxies.  The Company may  reimburse
brokers,  custodians and nominees for their expenses  in  sending
proxies  and  proxy material to beneficial owners.   The  Company
retains  Corporate Communications, Inc., 523 Third Avenue  South,
Nashville, Tennessee to assist in the management of the Company's
investor  relations and other shareholder communications  issues.
As  part of its duties, Corporate Communications, Inc. may assist
in  the solicitation of proxies.  Corporate Communications,  Inc.
receives   a   fee  of  approximately  $2,000  per  month,   plus
reimbursement of out-of-pocket expenses. See "Other  Transactions
and Relationships" later in this document.

     As  it  has  done previously, the Company will  continue  to
employ  an  independent  tabulator to receive  and  tabulate  the
proxies,  and independent inspectors of election to  certify  the
results.  The Company will also continue its practice of  holding
the   votes  of  all  shareholders  in  confidence  from  Company
directors,  officers  and  employees, except  (i)  to  allow  the
independent inspectors of election to certify the results of  the
vote, (ii) as necessary to meet applicable legal requirements and
to  assert or defend claims for or against the Company, (iii)  in
case   of  a  contested  proxy  solicitation,  or  (iv)  when   a
shareholder  makes  a  written  comment  on  the  proxy  card  or
otherwise communicates his or her vote to management.
<PAGE> 2

               PROPOSAL 1.  ELECTION OF DIRECTORS

     The Company Bylaws provide that the Board of Directors shall
consist of not more than 15 persons.  The Board of Directors  has
established Board size at 13 directors.  Proxies cannot be  voted
for  more  than  13 persons.  The terms of all present  directors
will  expire  upon the election of new directors  at  the  Annual
Meeting.   The  Board of Directors proposes the election  of  the
nominees listed below to serve until the next Annual Meeting  and
until their successors are duly elected and qualified. All of the
nominees are presently directors of the Company and were  elected
at  the Annual Meeting held on November 26, 1996. Unless contrary
written instructions are received, it is intended that the shares
represented  by proxies solicited by the Board of Directors  will
be  voted  in  favor  of the election of all  named  nominees  as
directors.  If for any reason any nominee is unable to serve, the
persons named in the proxy have advised that they will vote for a
substitute nominee as proposed by the Company Board of Directors.
Each nominee has consented to act as a director, if elected,  and
the  Board of Directors has no reason to expect that any  nominee
will  fail to be a candidate at the meeting.  Therefore, it  does
not   at   this   time   have  any  substitute   nominees   under
consideration.  The information relating to the 13  nominees  set
forth  below  has  been  furnished to the Company  by  the  named
individuals.

     Directors shall be elected by a plurality of the votes  cast
by  the  shares  entitled to vote in the election at  the  Annual
Meeting.   The  Board of Directors recommends  that  shareholders
vote  "FOR"  the  nominees listed below.   Proxies,  unless  they
contain  contrary written instructions, will be voted  "FOR"  the
listed nominees.
<TABLE>
<CAPTION>

  Name, Age, Position    First Became           Business Experience
   with the Company       a Director         During the Past Five Years
______________________   ____________    _________________________________
<S>                          <C>         <C>
James C. Bradshaw, 66        1970        Practicing physician, Lebanon,
Director                                 Tennessee

Robert V. Dale, 61           1986        President of Windy Hill Pet Food
Director                                 Company, Nashville, Tennessee
                                         since March 1995; Partner in PFB
                                         Partnership, Nashville, Tennessee
                                         from August 1994 to March 1995;
                                         President of Martha White Foods,
                                         Inc., Nashville, Tennessee from
                                         October 1985 to August 1994

Dan W. Evins, 62             1970        Chairman and Chief Executive
Director, Chairman                       Officer of the Company;  President
and Chief Executive                      of the Company until August 1995;
Officer (1)                              Member of Board of Directors of
                                         Clayton Homes, Inc.

Edgar W. Evins, 65           1970        Retired in June 1987;  President,
Director (1)                             DeKalb County Bank and Trust
                                         Company, Alexandria, Tennessee
                                         from 1958 until June 1987
<PAGE>

William D. Heydel, 68        1970        Retired in 1987; for the previous
Director                                 five years, Tennessee manager of
                                         American Family Life Assurance
                                         Company, Nashville, Tennessee

Robert C. Hilton, 60         1981        Chairman, President and CEO of Home
Director                                 Technology Healthcare, Inc., Nashville,
                                         Tennessee since October 1991
                                           
Charles E. Jones, Jr., 52    1981        President, Corporate Communications, 
Director                                 Inc., a financial public relations 
                                         firm, Nashville, Tennessee
                                           
Charles T. Lowe, Jr., 65     1970        Retired in 1993; previously President 
Director                                 of Travel World, Inc., a travel agency,
                                         Lebanon, Tennessee
                                           
B. F. Lowery, 60             1971        Attorney;  President and  Chairman,
Director                                 LoJac  Companies,  asphalt  paving,
                                         highway  construction and  building
                                         materials  supplier and contractor,
                                         Lebanon, Tennessee
                                           
Ronald N. Magruder, 50        1995       President and Chief Operating Officer
Director, President and                  of the Company since August 1995;
Chief Operating Officer                  Vice-Chairman of Darden Restaurants 
                                         from December 1994 to August 1995;
                                         Executive Vice President, General Mills
                                         Restaurants and President of Olive 
                                         Garden from 1987 to 1994
                                           
Gordon L. Miller, 63          1974       Dentist, Lebanon, Tennessee
Director
                                           
Martha M. Mitchell, 57        1993       Senior Vice President (since January 
Director                                 1987) and Partner (since January 1993)
                                         of Fleishman-Hillard, a public 
                                         relations firm, St. Louis, Missouri
                                     
Jimmie D. White, 56           1993       Retired  on December 11, 1995;
Director                                 Senior Vice President - Finance and
                                         Chief Financial Officer of the
                                         Company from 1985 to 1995
                                           

______________________________
</TABLE>
(1)  Dan W. Evins and Edgar W. Evins are brothers.

Committees and Meetings

     During  the  fiscal year ended August 1, 1997, the Board of  Directors
held  five meetings.  No incumbent director attended fewer than 75% of  the
Board meetings in fiscal 1997.
     
       The Executive Committee is currently composed of Robert V. Dale, Dan
W.  Evins, Charles E. Jones, Jr., B. F. Lowery, Ronald N. Magruder, Charles
T.  Lowe, Jr. and Martha M. Mitchell.  The Executive Committee has all  the
duties  and  powers  of  the Board of Directors,  subject  to  the  general
direction,  approval and control of the Board. The Executive Committee  met
six times in fiscal year 1997.
<PAGE> 4
     
     The  Stock Option Committee is currently composed of Robert C. Hilton,
James  C.  Bradshaw and William D. Heydel.  This committee, which met  once
during  the  fiscal  year  ended August 1, 1997,  is  responsible  for  the
administration of the Company's Incentive Stock Option Plan  of  1982,  its
1987 Stock Option Plan and its Amended and Restated Stock Option Plan.

     The  Audit Committee is currently composed of Robert C. Hilton,  James
C.  Bradshaw,  Robert V. Dale and Gordon L. Miller.  This committee,  which
met  three  times during the fiscal year ended August 1, 1997, reviews  the
Company's  internal  accounting controls and systems, the  results  of  the
Company's annual audit and the Company's accounting policies and any change
in those policies.
     
     The  Compensation Committee is currently composed of Robert  V.  Dale,
Edgar  W.  Evins, William D. Heydel and Robert C. Hilton.  This  committee,
which  met  once during the fiscal year ended August 1, 1997,  reviews  and
recommends  to the Board of Directors the salaries, bonuses and other  cash
compensation of the executive officers of the Company.
     
     The Nominating Committee is currently composed of Robert V. Dale, B.F.
Lowery,  Charles E. Jones, Jr., Martha M. Mitchell, Dan W. Evins, Edgar  W.
Evins,  and  Robert C. Hilton.  The Nominating Committee  reviews  director
nominees and makes recommendations to the Board of Directors prior to  each
Annual  Meeting  of shareholders.  The Nominating Committee  will  consider
nominees  recommended  in  writing  by  shareholders  who  submit  director
nominations to the Company prior to the deadline for shareholder  proposals
as  further  described  under  "Proposals of Shareholders"  later  in  this
document.

     The  Company pays to each of its outside directors an annual  retainer
of $20,000 plus $1,000 as a director's fee for each Board meeting attended.
Outside  directors  who  are  members of  the  Executive  Committee,  Audit
Committee, Compensation Committee and Stock Option Committee receive a  fee
of  $1,000 for each committee meeting attended.  The chairperson  of  these
committees  receives an additional fee of $200 for each  committee  meeting
attended.  All outside directors are reimbursed by the Company for  out-of-
pocket  expenses  incurred in connection with attendance at  meetings.   No
director's  fees  are  paid  to directors who are  also  employees  of  the
Company.

<PAGE> 5
              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                              AND MANAGEMENT


Security Ownership of Certain Beneficial Owners

       The   following  information  pertains  to  Company   Common   Stock
beneficially  owned, directly or indirectly,  by 5% or greater shareholders
as reported to the Company by NASD.

                                                               Percent
     Name and Address              Amount and Nature of        of Class
     of Beneficial Owner           Beneficial Ownership     (Common Stock)
     ___________________           ____________________     ______________
    Montag & Caldwell Inc.              4,985,000                8.1%
    3343 Peachtree Rd. N.E.
    Atlanta, GA  30326

Security Ownership of Management

     The   following   information  pertains  to   Company   Common   Stock
beneficially  owned, directly or indirectly, by all directors and  nominees
and  by  all directors and officers as a group, as of September  29,  1997.
Unless otherwise noted, the named persons may be contacted at the Company's
executive  offices  and  they have sole voting and  investment  power  with
respect to the shares indicated.
                                                           Percent
        Names of               Amount and Nature of        Of Class
     Beneficial Owners       Beneficial Ownership (1)   (Common Stock)
    __________________       ________________________   ______________ 

     James C. Bradshaw              545,719 (2)               *
     Robert V. Dale                 104,728                   *
     Dan W. Evins                   696,666                 1.1%
     Edgar W. Evins                  69,157 (3)               *
     William D. Heydel              543,327 (2)               *
     Robert C. Hilton                99,299                   *
     Charles E. Jones, Jr.          102,761                   *
     Charles T. Lowe, Jr.           914,025 (4)             1.5%
     B. F. Lowery                   240,125                   *
     Ronald N. Magruder             344,134                   *
     Gordon L. Miller               167,167                   *
     Martha M. Mitchell              41,872                   *
     Jimmie D. White                 30,290                   *
     
     All Officers and Directors
     as a group (39 persons)      4,686,333                 7.1%
     
     *Less than one percent

----------------------
<PAGE> 6


(1)  Includes the following number of shares subject to options exercisable
     by the named holders within 60 days:

     James C. Bradshaw      142,670      Charles T. Lowe, Jr.       66,734
     Robert V. Dale          92,046      B. F. Lowery              142,670
     Dan W. Evins           256,666      Ronald N. Magruder        273,334
     Edgar W. Evins          66,734      Gordon L. Miller           66,734
     William D. Heydel      142,670      Martha M. Mitchell         41,422
     Robert C. Hilton        92,046      Jimmie D. White                 -
     Charles E. Jones, Jr.   92,046
                            
                            
     All Officers and Directors as a group   2,104,681
                            

     The shares described in this note are deemed to be outstanding for the
     purpose of computing the percentage of outstanding Common Stock  owned
     by  each named individual and by the group, but are not deemed  to  be
     outstanding  for the purpose of computing the percentage ownership  of
     any other person.
     
(2)  Includes  shares  owned  jointly with spouse,  with  whom  voting  and
     investment  power  is  shared:  Dr. Bradshaw 403,049  and  Mr.  Heydel
     400,657.

(3)  Includes  223  shares owned by Mr. Evins' wife in her SEP,  for  which
     voting and investment power is shared.

(4)  Voting and investment power with respect to 43,491 shares is shared by
     Mr. Lowe and his wife, the owner of these shares.

                  REPORT OF THE COMPENSATION COMMITTEE AND THE
                STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS
                           ON EXECUTIVE COMPENSATION

     The  Company's  compensation policies for its executive  officers  are
administered by two committees of the Board of Directors - the Compensation
Committee  and the Stock Option Committee.  All members of these committees
are outside, non-employee directors.

     The  primary  components of executive compensation  are  base  salary,
bonus  and  longer-term incentives such as stock options.  The Compensation
Committee recommends to the Board of Directors the salaries and bonus  plan
for  the  executive officers.  The Stock Option Committee  administers  the
stock  option  plans  pursuant  to which all  employee  stock  options  are
granted.

Base Salary

     In setting the fiscal 1997 base salary for each executive officer, the
Compensation  Committee reviewed the then-current salary for  each  of  the
officers in relation to average salaries within the industry for comparable
<PAGE> 7

areas  of responsibility as presented in a report prepared for the  Company
by  independent  executive  compensation  consultants.  In  addition,  the
Compensation  Committee considered the contribution made by each  executive
officer during fiscal 1996, as reported by the Chief Executive Officer,  as
well  as  salary recommendations from management for the executive officers
other  than  the Chairman and Chief Executive Officer, Dan W.  Evins.   The
Compensation Committee employed procedures similar to those used  for  each
of the other executive officers to determine the fiscal 1997 salary for Dan
W. Evins.

Bonus

     The   Compensation  Committee  has  determined  that   the   financial
performance of the Company should be a significant factor in rewarding  its
executive  officers.   Therefore, in July of each  year,  the  Compensation
Committee reviews the expected financial performance of the Company for the
concluding  fiscal year and considers the internal budget  established  for
the  next  fiscal year in setting certain financial goals and criteria  for
executive officer bonuses.

      In  fiscal  1997,  the  Company operated  pursuant  to  a  Management
Incentive  Plan  affecting  executive officers and  senior  managers.   The
purpose  of  the  Management  Incentive Plan  is  to  link  individual  job
performance and resulting compensation to the financial performance of  the
Company.  This ensures that all participants achieve individual goals while
remaining focused on the Company's overall financial results. The  Plan  is
also  designed  to  ensure  that participants' financial  interests  remain
directly  tied  to those of Cracker Barrel's shareholders.  A participant's
target bonus percentage varies based on salary grade level.

     Generally, bonus awards are calculated based on the following factors:
(i) Company financial results compared to the Company's business plan, (ii)
individual  performance  against  his  or  her  stated  goals,  (iii)   the
individual's  fiscal  year base salary amount, and  (iv)  the  individual's
target  bonus percentage. Maximum bonus percentages available to  executive
officers  range from 75% to 225% of base salary (225% for Mr.  Evins,  180%
for  Mr.  Magruder, and Mr. Woodhouse, 135% for Mr. Adkins and Mr. Parsons,
105%  for  all  other senior officers, and from 75% to 105% for  all  other
executive officers.) Bonuses earned for fiscal 1997, as a percent of  total
salary  and  bonuses, were 146% for Mr. Evins, 117% for Mr. Magruder,  117%
for Mr. Woodhouse, 91% for Mr. Adkins, and 90% for Mr. Parsons.

Stock Options

     In  contrast to salary and bonus awards, which are generally for  past
work  performance,  stock  options are based on  future  performance  which
contributes  to stock price appreciation.  They are granted at an  exercise
price  which  is equal to the closing market price of the Company's  Common
Stock  on  the  day before the date of grant, and therefore have  no  value
until the stock trading price increases.

     The  Stock  Option Committee has generally granted nonqualified  stock
options  annually.   In  recent years, the Committee  has  extended  option
grants  down into the organization as far as the top hourly level positions
in the stores.  See "Stock Option Plans" later in this document.
<PAGE> 8

Stock Performance Graph

     The  following  graph sets forth the yearly percentage change  in  the
cumulative  total shareholder return on the Company's Common  Stock  during
the  preceding five fiscal years, ended August 1, 1997, compared  with  the
Standard  &  Poor's 400 MidCap Index and a Total Return Index comprised  of
all  NASDAQ  companies  with the same two-digit  SIC  (Standard  Industrial
Classification) code (58 - Eating and Drinking Places) as the Company.
<TABLE>
<CAPTION>

                                        1992   1993   1994  1995  1996   1997
_____________________________________________________________________________
<S>                                      <C>    <C>    <C>   <C>   <C>    <C>
Cracker Barrel Old Country Store, Inc.   100    117    104    94    99    130
NASDAQ                                   100    117    106   119   115    105 
S & P 400 MIDCAP                         100    117    121   150   162    236
_____________________________________________________________________________
</TABLE>
<PAGE> 9

Summary Compensation Table

     The following table sets forth information concerning the compensation
of  the  Chief Executive Officer and the four other most highly compensated
executive officers who served in such capacities as of August 1, 1997.
<TABLE>
<CAPTION>     
                                                         Long Term
                             Annual Compensation        Compensation
                         
                                                                        Securities              Other       
                                                                        Underlying Restricted   Annual
                         Principal          Fiscal                       Options      Stock    Compensa-
Name                     Position            Year   Salary(1)    Bonus   Granted    Awards(1)  tion(2)
____                     ________            ____   _________    _____   _______    _________  _______             
<S>                  <C>                      <C>   <C>        <C>        <C>    <C>        <C>
Dan W. Evins          Chairman of the         1997  $385,000   $545,613   40,000         -  $ 31,439
                      Board and Chief         1996   385,000    299,330   40,000         -    30,754
                      Executive Officer       1995   385,000    661,495   40,000         -    28,541

Ronald N. Magruder    President and Chief     1997   350,000    396,809   35,000         -   104,814
                      Operating Officer       1996   344,697    217,694  285,000  $656,000     1,740
                                              1995         -          -        -         -         -

Michael A. Woodhouse  Senior Vice President/  1997   231,000    261,894   25,000         -    95,762
                      Finance and Chief       1996   141,667    110,000   25,000    93,750    10,310
                      Financial Officer       1995         -          -        -         -         -
            
Michael D. Adkins     Senior Vice President/  1997   165,000    158,776   20,000         -     6,096
                      Restaurant Operations   1996   150,000     46,649   12,000         -     5,792
                                              1995   125,000     85,908   12,000         -     5,606

Richard G. Parsons    Senior Vice President/  1997   167,400    146,442   20,000         -     7,835
                      Merchandising           1996   155,000     48,204   12,000         -     7,522
                                              1995   155,000    106,526   12,000         -     7,596
</TABLE>
            
            
            
  (1) On  August  7,  1995, the effective date of  Mr.  Magruder's
      employment  with  the  Company, he received  a  restricted  stock
      award  of  32,000 shares worth $656,000   based  on  the value of
      Company Common Stock on July 5, 1995.  The shares vest at a rate
      of 20% per annum, and based on the value of Company Common Stock
      at the end of fiscal 1997, were worth $926,000.  On December 11,
      1995, the effective date of Mr. Woodhouse's employment with the
      Company, he received a restricted stock award of 5,000 shares
      worth $93,750 based on the value of Company Common Stock on 
      December 8, 1995.  These shares vest at a rate of 20% per annum,
      and based on the value of Company Common Stock at the end of fiscal
      1997, were worth $144,688.   No dividends  are paid on these 
      restricted shares until the shares actually vest.

(2)  Includes  premiums paid on Life and Disability  insurance  for
     coverage  above  that  available to  all  salaried  employees  of
     $29,893  for Mr. Evins, $1,740 for Mr. Magruder, $18,117 for  Mr.
     Woodhouse, $4,418 for Mr. Adkins, and $6,663 for Mr. Parsons; the
     Company's contributions to its 401(k) Employee Savings  Plan  for
     each  named officer, and moving expenses paid or accrued  by  the
     Company  in fiscal 1997 of $100,157 for Mr. Magruder and  $77,645
     for Mr. Woodhouse.
<PAGE> 10

Options Granted During Fiscal Year Ended August 1, 1997

     The  following table sets forth all options to acquire shares  of
Company  Common  Stock  granted to the named  executive  officers during the 
fiscal year ended August 1, 1997.
<TABLE>
<CAPTION>
                              Individual  Grants  (1)                 
                    ___________________________________________
                                                                 Potential Realizable Value
                              % of Total                           at Assumed Annual Rates  
                                Options    Exercise             of Stock Price Appreciation
                        #     Granted to    or Base                 for Option Term (2)
                     Options Employees in    Price   Expiration ___________________________
Name                 Granted  Fiscal Year   $/Share     Date        5%         10%
____                 _______  ___________   _______     ____        __         ___ 
<S>                   <C>        <C>         <C>      <C>        <C>       <C>
Dan W. Evins          40,000     3.1%        $22.75   08-29-06   $572,294  $1,450,306

Ronald N. Magruder    35,000     2.7%         22.75   08-29-06    500,757   1,269,017

Michael A. Woodhouse  25,000     1.9%         22.75   08-29-06    357,684     906,441

Michael D. Adkins     20,000     1.5%         22.75   08-29-06     286,147    725,153

Richard M. Parsons    20,000     1.5%         22.75   08-29-06     286,147    725,153

</TABLE>
(1)  The exercise price of the options granted is equal to the  closing market 
     price of the Company's Common Stock on the day before the date of grant.
     Options are exercisable as to not more than 1/3 of the total number of 
     shares under the option during each 12-month period following one year from
     the date of grant for all options granted during the fiscal year ended
     August  1, 1997.  To the extent any optionee does not exercise an option as
     to all shares for which the option was exercisable during any 12-month
     period, the balance of the unexercised options shall accumulate and the 
     option with respect to those shares will be exercisable at any later time
     before  expiration.  Options expire 10 years from the date of the grant.

(2)  The potential realizable values illustrate values that might  be  realized
     upon exercise immediately prior to the expiration of the term of these 
     options using 5% and 10% appreciation rates, as required by the Securities
     and Exchange Commission, compounded annually.  These values do not, and 
     are not intended to, forecast possible future appreciation, if any, of  the
     Company's stock price.  Additionally, these values do not take into 
     consideration the provisions of the options providing for vesting over a 
     period of years or termination of options following termination of 
     employment.

<PAGE> 11

Option Exercises and Fiscal Year End Values

  The  following  table  sets forth all stock  options  exercised during  the
fiscal  year  ended August  1,  1997  by  the  named executive  officers  and  
the number  and  value  of  unexercised options held by these executive officers
at fiscal year end.
<TABLE>
<CAPTION>
  

                                                                        Value of Unexercised
                    #Shares                 Number of Unexercised     In-The-Money Options at
                  Acquired on    Value        Options at  FY-End            FY-End (2)
                    Exercise  Realized(1) Exercisable  Unexercisable Exercisable  Unexercisable
                    ________  ___________ ___________  _____________ ___________  _____________
<S>                 <C>        <C>           <C>         <C>          <C>          <C> 
Dan W. Evins              0           0      243,333       66,667     $1,651,455   $  509,170

Ronald N. Magruder        0           0      178,334      141,666      1,499,901    1,138,224

Michael A. Woodhouse      0           0        8,333       41,667         84,892      324,483

Michael D. Adkins         0           0       41,125       28,000        230,742      202,250

Richard M. Parsons   12,000    $327,362      176,780       28,000      2,903,076      202,250
</TABLE>

(1)  Value realized is calculated based on the difference between the option 
     exercise price and the actual sales price of shares sold, and  the  market
     value of Company Common Stock on the date of exercise for 3,500 shares 
     acquired upon exercise but not sold by Mr. Parsons.

(2)  The last trade of the Company's Common Stock as reported by NASDAQ  on 
     August 1, 1997 was $28.9375.  That price was used in calculating the value
     of unexercised options.

Executive Employment Agreements

  An  employment  agreement  has been granted  to  Dan  W.  Evins
(Chairman  of the Board and Chief Executive Officer) which,  upon
the  occurrence of certain events, authorizes a severance payment
approximately equal to three times his annual salary in effect on
the  date  of termination. Although not intended primarily  as  a
standard  employment  contract, the agreement  does  provide  for
payment  of  a  specified  annual  salary  which  shall  not   be
decreased,  and which may be increased from time to  time.   This
agreement does not preclude Mr. Evins' from participating in  any
other Company benefit plans or arrangements. Under the agreement,
Mr. Evins may terminate his employment and receive the three-year
severance  payment  if  there is a  "change  in  control  of  the
Company"  (as defined in the agreement), accompanied  by:  (1)  a
decrease  in  his  base  salary or bonus  percentage;  or  (2)  a
reduction in the importance of his job responsibilities; or (3) a
geographical  relocation  without his  consent.   The  three-year
severance payment shall also be made to Mr. Evins if the  Company
breaches  the  terms of the agreement.  The employment  agreement
also describes rights to compensation if Mr. Evins' employment is
terminated   or   suspended  due  to  death,   disability,   poor
performance or wrongful activities.
<PAGE> 12

  Effective August 7, 1995, the Company employed Mr. Ron Magruder
as  its Chief Operating Officer.  On the date he signed his offer
of  employment, July 5, 1995, he was awarded an option under  the
1987 Stock Option Plan for 250,000 shares of Company Common Stock
at  the  market closing price on the previous day.  These options
vest at a rate of 1/3 each year and expire 10 years from the date
of grant.  To remedy Mr. Magruder's loss of non-vested options in
the stock of his former employer, the Company provided him 32,000
shares  of restricted Common Stock which vests at 20% each  year.
If  Mr.  Magruder's  employment is involuntarily  terminated  for
performance rather than for cause, the Company will provide him a
severance  package  consisting of  one  year's  base  salary  and
estimated  bonus, as well as $600,000.  That amount decreases  by
20%  per year from the date of employment.  Mr. Magruder was also
provided with funds to pay for his relocation to Tennessee, which
accrued in the amount of $100,157 in fiscal 1997.

  Effective  December 11, 1995, the Company employed Mr.  Michael
Woodhouse as Senior Vice President of Finance and Chief Financial
Officer.   Mr.  Woodhouse was granted an option  under  the  1987
Stock  Option Plan for 25,000 shares of Company Common  Stock  on
his  start  date, with the option vesting at a rate of  1/3  each
year following one year from the grant date and expiring 10 years
after the date of grant.  To remedy Mr. Woodhouse's loss of  non-
vested  options in the stock of his former employer, the  Company
granted  him 5,000 shares of restricted Common Stock which  vests
at  20% per year.  Mr. Woodhouse was also provided with funds  to
pay  for his relocation to Tennessee, which accrued in the amount
of $77,645 in fiscal 1997.

Stock Option Plans

  On  February 25, 1982, the Company's Board of Directors adopted
an  incentive  stock  option  plan, which  was  approved  by  the
shareholders of the Company on November 23, 1982.  The 1982  Plan
authorized the Stock Option Committee to issue options to certain
key employees for 2,475,095 shares of the Company's Common Stock,
which were all granted prior to adoption of the 1987 Stock Option
Plan and have been exercised.  In 1986, Congress adopted the  Tax
Reform  Act of 1986, and in response to the 1986 Code amendments,
the  Company's Board of Directors voted to discontinue  the  1982
Plan  and  adopt  in its place the 1987 Stock Option  Plan.   The
shareholders adopted the 1987 Plan at the 1987 Annual Meeting  of
shareholders.

  The  1987  Plan  would  have expired  on  June  25,  1997.  The
Company's  Board  of Directors proposed that  the  1987  Plan  be
amended  and  that it be retitled the Cracker Barrel Old  Country
Store,  Inc. Amended and Restated Stock Option Plan (the "Current
Plan").   The  Board of Directors approved the  adoption  of  the
Current  Plan  on August 29, 1996 and the Company's  shareholders
approved the Current Plan on November 26, 1996.  The Current Plan
makes only non-qualified options available for grant, allows  for
the  possibility of transferability and assignability of options,
and  is  designed to facilitate continued compliance with Section
16 of the Securities Exchange Act of 1934, particularly Rule 16b-
3.
<PAGE> 13  

  The  Current  Plan, like the 1987 Plan and the  1982  Plan,  is
administered  by  the Stock Option Committee.   Members  of  that
Committee are directors appointed by the Board.  Options  may  be
granted  only to key executive personnel and other employees  who
hold  responsible positions with the Company.  The  Stock  Option
Committee is authorized to determine, at time periods within  its
discretion and subject to the direction of the Board,  which  key
employees shall be granted options, the number of shares  covered
by  each option granted, and within applicable limits, the  terms
and  conditions  relating to the exercise of options.  The  Stock
Option  Committee  may  impose on the option,  or  its  exercise,
restrictions  it  deems  reasonable  and  which  are  within  the
restrictions authorized by the Current Plan. The option price per
share  under the Current Plan must be at least 100% of  the  fair
market  value  of a share of the Company's Common  Stock  at  the
close  of  business on the trading day immediately preceding  the
day  the  option  is granted, and options must be  exercised  not
later than 10 years after the grant date.

  The  Stock  Option Committee is authorized to grant options  to
purchase  an  aggregate of 14,025,702 shares of   Company  Common
Stock  under  the  Current Plan. For information  concerning  the
proposed  increase  in the number of shares available  under  the
Current  Plan, see: "Proposal 2.  Increase Number  of  Shares  of
Common  Stock  Available Under Amended and Restated Stock  Option
Plan"  later in this document.  During fiscal 1997, the aggregate
number  of  shares  subject  to options  granted  was  1,296,600,
including  262,000  shares  granted to  the  Company's  executive
officers as a group, which includes the individuals named in  the
Summary Compensation Table.  These options were granted at prices
ranging  from  $21.875  to $28.375 per  share,  pursuant  to  the
Current Plan and are exercisable as to not more than 1/3  of  the
total  number  of  shares  granted during  each  12-month  period
following  one year from the date of the grant.  To  the  extent,
however, that any optionee does not exercise an option as to  all
shares  for which the option was exercisable during any  12-month
period,  the balance of unexercised options shall accumulate  and
the option will be exercisable with respect to those shares until
the option expires.
  
  The  aggregate  number  of  shares exercised  pursuant  to  all
employee  stock  option  plans during fiscal  1997  was  422,131,
including 37,000 exercised by the Company's executive officers as
a  group.   The net value of shares purchased (market value  less
option  exercise price) or cash realized upon exercise of options
was  $4,290,520 in the aggregate, including $700,762 relating  to
options exercised by the Company's executive officers as a group.

  In  1989, the directors and shareholders of the Company adopted
the  1989 Stock Option Plan for Non-Employee Directors (the "1989
Plan").   The  total  number of shares of  Company  Common  Stock
issuable upon the exercise of all options granted under the  1989
Plan  could not, in the aggregate, exceed 1,518,750 shares. Under
the   1989  Plan,  all  non-employee  directors  of  the  Company
automatically  received an annual stock option grant  for  25,312
shares  of  the Company's Common Stock.  There are no shares  now
available  to  be granted under the 1989 Plan. 1989 Plan  options
became  exercisable 6 months after the date of each  grant.   The
stock options were granted at an exercise price equal to the fair
market  value  of the underlying stock on the date of  grant  and
expire one year from the date of a director's retirement from the
Board.   Mr.  James  H. Stewart, who retired from  the  Board  of
Directors on November 26, 1996, exercised options under the  1989
Plan  on  41,422 shares of Common Stock in fiscal 1997.  The  net
value  from  those  exercised options (market value  less  option
exercise price) was $140,663.
<PAGE> 14

Employee Savings Plans

401(k) Employee Savings Plan - On September 24, 1996, the Board of
Directors adopted the Godwins, Booke & Dickenson Prototype Profit-
Sharing  and Employee Savings Plan and Trust (the "401(k)  Plan")
as  an  Employee  Savings  Plan  which  provides  for  retirement
benefits  for  employees,  and which is qualified  under  Section
401(k)  of  the  Internal Revenue Code.  Generally,  all  Company
employees who have completed one year of service, who have worked
in  excess of 1,000 hours with the Company, and who have  reached
the  age  of 21, are eligible to participate.  Eligible employees
may  elect  to participate in the 401(k) Plan as of the beginning
of each calendar month.

   Eligible employees who choose to participate may elect to have
up to 16% (not to  exceed  $9,500 in  calendar 1997)   of  their
compensation contributed to the 401(k) Plan.  The Company matches
25%  of employee contributions for each participant, up to 6%  of
the  employee's  compensation.   In  addition  to  these  limits,
employee   contributions  and  the  Company  match   for   highly
compensated   participants  are  limited  by  a  special   annual
nondiscrimination  test  imposed  under  Section  401(k)  of  the
Internal  Revenue  Code.   This  test  uses  the  percentages  of
compensation  contributed  by, and matched  for,  rank  and  file
participants  to  limit the contributions of, and  Company  match
for, highly compensated participants.

  Participants in the 401(k) Plan have a fully-vested interest in
their   contributions.   A  participant's  interest  in   Company
matching contributions begins to vest one year from the  date  of
employment  and  continues to vest at the rate of  20%  per  year
until   fully  vested.  Generally  participants  may  self-direct
investments in one or more available mutual funds, but  they  may
not  withdraw either their contributions or their vested interest
in   Company  matching  contributions  prior  to  retirement   or
termination  of  their  employment  with  the  Company.   Limited
hardship withdrawals are tightly controlled by the provisions  of
the 401(k) Plan and the Internal Revenue Code.

Deferred  Compensation  Plan - Effective  January  1,  1994,  the
Company's Board of Directors adopted a Deferred Compensation Plan
to   provide  retirement  and  incidental  benefits  for  certain
executive employees and outside directors of the Company.  At the
beginning  of each calendar year, participants in this  plan  may
make  an  election  to  defer a portion  of  their  compensation.
Interest is credited to each participant's account quarterly at a
rate equal to the 10-year Treasury Bill rate in effect as of  the
beginning of the quarter, plus 1.5%.  The total interest credited
to all participants' accounts during fiscal 1997 was $48,365.

Non-Qualified Savings Plan - On December 21, 1995, the  Company's
Board  of  Directors adopted a Non-Qualified  Savings  Plan  (the
"Savings  Plan")  which became effective January  1,  1996.   The
Savings  Plan is intended primarily to encourage savings  on  the
part  of  a  small  group  of management and  highly  compensated
Company  employees,  who  typically  receive  refunds  from   the
Company's    401(k)   Plan   due   to   the    required    annual
nondiscrimination  test  imposed  under  Section  401(k)  of  the
Internal  Revenue  Code.   In  the discretion  of  the  Company's
Compensation   Committee,  other  Company  employees   may   also
participate in the Savings Plan.  Fundamentally, the Savings Plan
allows  participants to annually defer from 1% to  50%  of  their
salary and bonus.  Employee contributions are placed in a Company
trust  and  are  invested in a selection of  mutual  funds.   The
Company  may  in its discretion match employee contributions  for
each  participant,  up  to  6%  of the  employee's  compensation.
Employees  are  at  all  times  fully  vested  in  their  savings
<PAGE> 15

contributions,  but only become vested in any  Company  match  in
increments  of  20%  per year. Currently,  there  is  no  Company
matching contribution.

              OTHER TRANSACTIONS AND RELATIONSHIPS

  The  Company  leases its stores in Clarksville,  Tennessee  and
Macon,  Georgia  from B. F. Lowery, a director  of  the  Company.
Under the terms of an August 1981 agreement, Mr. Lowery purchased
the land, constructed the restaurant buildings and facilities  to
the Company's specifications and leased the stores to the Company
for  a 15-year term.  The annual rent for the Macon store is  the
greater  of  (i)  12%  of the total initial  cost  of  the  land,
buildings  and  improvements, or (ii) 5% of the total  restaurant
sales  plus 3% of the gift shop sales.  The annual rent  for  the
Clarksville store is the greater of (i) 12% of the total  initial
cost  of the land, building and improvements, or (ii) 5%  of  the
total  restaurant sales plus 3% of the gift shop  sales,  if  the
total of those percentages exceeds $65,000. Taxes, insurance  and
maintenance are paid by the Company.  The Company has options  to
extend  the  Clarksville and Macon leases for  up  to  20  years.
During  the fiscal year ended August 1, 1997, the Company paid  a
total  of  $373,801 in lease payments to Mr. Lowery.  During  the
fiscal year ended August 1, 1997, the Company paid $75,000  as  a
retainer to Mr. Lowery for corporate legal services.  The Company
also  rented Mr. Lowery's personal jet for Company use throughout
the  year  while  the Company jet was undergoing  maintenance  or
repairs.  The cost for the aircraft rental was $22,750.

  The  Company  uses  the  services of Corporate  Communications,
Inc.,  a financial public relations firm in Nashville, Tennessee,
of  which  Charles E. Jones, Jr., a director of the  Company,  is
president  and  the major shareholder.  During  the  past  fiscal
year, the Company paid $24,000 to Corporate Communications,  Inc.
for  services  and $423,924 for reimbursement of direct  expenses
including  preparation, distribution and design of the  Company's
annual report, proxy materials, and quarterly reports.

  The foregoing transactions were negotiated by the Company on an
arms-length   basis,   and   management   believes   that   these
transactions  are  fair  and reasonable  and  on  terms  no  less
favorable  than  those which could be obtained from  unaffiliated
parties.
  
<PAGE> 16

        PROPOSAL 2.   INCREASE NUMBER OF SHARES OF COMMON
           STOCK AVAILABLE UNDER AMENDED AND RESTATED
                        STOCK OPTION PLAN


    On  September  25, 1997, the Board of Directors  approved  an
amendment  to the Cracker Barrel Old Country Store, Inc.  Amended
and  Restated Stock Option Plan, increasing the number of  shares
authorized under that Plan from 14,025,702 to 17,525,702, subject
to  shareholder approval.  Options under this Stock  Option  Plan
may  be granted to key executive personnel and to other employees
holding  responsible positions with the Company,  which  includes
store-level management and the highest level of hourly  employees
in  the  stores.  The proposed increase in the number  of  shares
authorized  is  to  ensure  the  existence  and  availability  of
sufficient  shares for the granting of options under  this  Stock
Option Plan in the future.

    For  adoption of this proposal, the votes cast  favoring  the
proposal  must exceed the votes cast opposing it.  The  Board  of
Directors  recommends that shareholders vote "FOR" the  proposal.
Proxies, unless they contain contrary written instructions,  will
be voted "FOR" the proposal.

        PROPOSAL 3.   APPROVAL OF APPOINTMENT OF AUDITORS

  The  Board  of Directors has selected and appointed Deloitte  &
Touche  LLP as independent auditors of the Company for  the  1998
fiscal  year, subject to shareholder approval.  Deloitte & Touche
LLP  have served as the Company's independent auditors since  the
fiscal year ended July 31, 1973.  A representative of Deloitte  &
Touche  LLP is expected to be present at the Annual Meeting  with
the  opportunity  to  make  a statement,  if  the  representative
desires, and to be available to respond to appropriate questions.

  For  adoption  of  this proposal, the votes cast  favoring  the
proposal  must exceed the votes cast opposing it.  The  Board  of
Directors  recommends that shareholders vote "FOR" the  proposal.
Proxies, unless they contain contrary written instructions,  will
be voted "FOR" the proposal.

               PROPOSAL 4.   SHAREHOLDER PROPOSAL

  Mercy  Consolidated  Asset Management  Program,  20  Washington
Square  North, New York, NY, has stated that it is the beneficial
owner  of 2,000 shares of Company Common Stock, and the New  York
City  Employees' Retirement System, Office of the Comptroller,  1
Centre  Street, New York, NY  10007, has stated that  it  is  the
beneficial  owner of 156,984 shares of Company Common  Stock  and
they  have each informed the Company that they intend to  present
the following proposal at the Annual Meeting:

  WHEREAS,  recruitment  of employees from  the  widest  possible
talent  pool  available can help promote efficiency in  corporate
operations,

<PAGE> 17
  
  WHEREAS, hiring policies based on non-job related criteria  can
lead to less efficient operations, and


  WHEREAS, lower efficiency in corporate operations can  in  turn
lead to a loss in shareholder value,
  
  RESOLVED,   that   shareholders   hereby   request   that   the
Compensation and Stock Option committees in determining levels of
executive  compensation,  consider  corporate  progress   towards
ensuring that management policies are designed to recruit workers
from  the broadest possible talent pool, without regard to  race,
color, creed, gender, age, or sexual orientation.

For  adoption of this proposal, the votes cast favoring  it  must
exceed  the  votes  cast  opposing it.  The  Board  of  Directors
recommends  a vote "AGAINST" this proposal for the reasons  cited
below.    Proxies,   unless   they   contain   contrary   written
instructions, will be voted "AGAINST" the proposal.


                     The Company's Position

     The Company's compensation policies for its executive officers
are  administered by two committees of the Board of  Directors  -
the  Compensation Committee and the Stock Option  Committee.   To
help  ensure  impartiality, the members of these  committees  are
outside,  non-employee directors.  A survey prepared by  outside,
independent  executive  compensation  consultants,  Alexander   &
Alexander,  in  fiscal  1997  is used  to  review  the  Company's
executive  salaries and bonuses in relation  to  those  of  other
selected  companies in the restaurant and food service  industry.
In  addition,  executive officers participate  in  the  Company's
Management  Incentive Program which is designed to  substantially
tie   individual   compensation  to  actual   Company   financial
performance.   The Board of Directors believes that this  process
of   setting   executive  compensation  addresses   overall   job
performance  and  serves  to  enhance company  profitability  and
shareholder  value.  While an executive's ability to recruit  the
most  capable  workers,  from  whatever  sector  of  society,  is
certainly  an  asset which may be considered in the  compensation
evaluation  process, since the company hires from  geographically
and  demographically  distinct areas, since the  Company  already
adheres   to  equal  opportunity  hiring  policies,   and   since
"progress" is impossible to measure unless some quantifiable  but
undefined numerical or similar goals were to be established,  the
Board  does  not  feel that social issues should be  specifically
singled out for separate consideration within the context of  the
business judgment involved in setting executive compensation.

      The Board of Directors for these reasons, recommends a vote
"AGAINST" this shareholder proposal.

<PAGE> 18


                   PROPOSALS OF SHAREHOLDERS

Shareholders  intending to submit proposals for  presentation  at
the  Company's  1998  Annual Meeting  of  Shareholders,  and  for
inclusion  in  the  Proxy Statement and form of  proxy  for  that
meeting,   should  forward  their  proposals  to  the   Corporate
Secretary, Cracker Barrel Old Country Store, Inc., P.O. Box  787,
Hartmann   Drive,  Lebanon,  Tennessee  37088-0787.   Shareholder
proposals  must be in writing, should be sent to the  Company  by
certified mail, return receipt requested, and must be received by
the Company prior to June 26, 1998.

            ANNUAL REPORT AND FINANCIAL INFORMATION

A  copy of the Company's Annual Report to Shareholders for fiscal
year  1997  is being mailed to each shareholder with  this  Proxy
Statement.   A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM  10-K,
AND  A  LIST OF ALL ITS EXHIBITS, WILL BE SUPPLIED WITHOUT CHARGE
TO  ANY  SHAREHOLDER UPON WRITTEN REQUEST TO THE COMPANY  AT  ITS
PRINCIPAL  EXECUTIVE OFFICES: CRACKER BARREL OLD  COUNTRY  STORE,
INC.   ATTENTION:   INVESTOR  RELATIONS,  PO  BOX  787,  LEBANON,
TENNESSEE 37088-0787.   EXHIBITS  TO  THE FORM 10-K  ARE  AVAILABLE
FOR  A REASONABLE FEE.