SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549
                       ___________________          

                             FORM 10-K/A    

(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
July 31, 1998                       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  _

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

The aggregate market value of voting stock held by nonaffiliates of
the registrant is $1,458,485,072 as of September 25, 1998.

                         62,432,731
(Number of shares of common stock outstanding as of September 25,
1998.)

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:  December 9, 1998

   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        








Item 14.


                          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 (4)

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 (5)

10(c) The Company's Incentive Stock Option Plan of 1982, as amended
(6)

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

10(e) The Company's Amended and Restated Stock Option Plan (7)

10(f) The Company's Non-Employee Director's Stock Option Plan, as
amended (8)

10(g) The Company's Executive Employment Agreement for Dan W.
Evins(6)

10(h) The Company's Non-Qualified Savings Plan, effective 1/1/96, as
amended (7)

10(i) The Company's Deferred Compensation Plan, effective 1/1/94 (7)

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 1998 Annual Report to Shareholders (11)

21 Subsidiaries of the Registrant (11)

22 Definitive Proxy Materials (10)

23 Consent of Deloitte & Touche LLP

27 Financial Data Schedule (11)


(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 Annual Report on Form
10-K under the Securities Exchange Act of 1934 for the fiscal year
ended August 1, 1997 (File No. 0-7536).

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

(6)  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).

(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, 1996 (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, 1991 (File No. 0-7536).

(9) Incorporated by reference to Exhibits 10.2 and 10.3 to the
Executive Employment Agreement section, page 39 of the Company's
Registration Statement on Form S-4, Amendment No. 1, filed with the
Commission on October 5, 1998 (File No. 333-62469)1998 Definitive
Proxy materials.

(10)  Incorporated by reference to the Company's Registration
Statement on Form S-4, Amendment No. 1 containing the 1998
Definitive Proxy materials, filed with the Commission on October 5,
1998 (File No. 333-62469).

(11)  Previously provided on Form 10-K.