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
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.)




                   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
     July 31, 1998
2.   Proxy Statement for Annual             Part III
     Meeting of Shareholders
     to be held November 24, 1998

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 July 31, 1998 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; continued successful acquisition of new
businesses; 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 369 full service
"country store" restaurants which are primarily located in the
southeast, midwest, mid-atlantic and southwest United States as of
October 30, 1998.  The majority of stores are located along
interstate highways, however, ten stores are located at "tourist
destinations" and one is located at a location which is neither a
tourist destination nor an interstate location.  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, 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 33 of the Company's 1998 Annual Report.

Acquisitions

On April 1, 1998, the Company through a new subsidiary CPM Merger
Corporation ("CPM"), acquired Carmine's Prime Meats, Inc.
("Carmine's") through a merger of Carmine's into CPM.  The purchase
consisted of cash of $2.5 million and $10.5 million of the Company's
Common Stock and was accounted for as a purchase.  CPM will do
business under the name of Carmine Giardini's Gourmet Market and La
Trattoria Ristorante.

Carmine's started 26 years ago as a prime meat market  and expanded
15 years ago to a full-service gourmet market.  A restaurant (also
referred to as the "La Trattoria Ristorante") was added to the Palm
Beach Gardens, Florida store five years ago.  The Ft. Lauderdale,
Florida store has the full-service gourmet market only.  The markets
consist of separate departments with a strong Italian flavor
featuring such items as seafood, meat, prepared foods, deli, bakery,
produce, cheese, pizza and wine.  The prepared foods department
features various meat, seafood and pasta entrees, vegetables, salads
and appetizers.  The markets also feature off-premise catering, gift
baskets and, in the case of the Palm Beach Gardens location,  a
casual cafe.  La Trattoria Ristorante is an upper scale Italian
restaurant including a full-service bar and fine dining table
service delivered in a casual dining atmosphere.

The Palm Beach Gardens, Florida gourmet market and restaurant
comprise approximately 15,000 square feet with 230 seats.  The Ft.
Lauderdale gourmet market is approximately 6,000 square feet and has
no restaurant.  The Palm Beach Gardens store will be the model for
the prototype that will be developed in two new locations in fiscal
1999 in south Florida.   

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
functioning stone fireplaces which burn wood wherever permitted 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. 
Breakfast items can be ordered at any time throughout the day and
include juices, eggs, pancakes, bacon, country ham, sausage, grits,
and a variety of biscuit specialties, with prices for a breakfast
meal ranging from $2.69 to $7.99.  Lunch and dinner items include
country ham, chicken, fish, steak, roast beef, beans, turnip greens,
vegetable plates, salads, sandwiches, homemade soups and specialty
items such as beef stew with cornbread.  Lunches and dinners range
in price from $2.99 to $15.99.  The Company from time to time
adjusts its prices. The Company increased its menu prices
approximately 4% in May 1998.


The retail area of the stores, which are decorated with antique
signs, primitive tools and other memorabilia in a
turn-of-the-century atmosphere, offer a wide variety of decorative
and functional 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.  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 and a level of Regional Management
to support individual District 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 14%) 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 bacon. 
The Company presently purchases its pork food items through eight
vendors and its bacon through one vendor.  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. 

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 drop-shipped directly from the Company's vendors to
its 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 as well as information on sales trends and
inventory levels to facilitate retail purchasing decisions.  These
systems are 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, television, radio and print
are 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. 
The Company completed the rollout of its frequency-based Cracker
Barrel Old Country Store Neighborhood program to all stores the
first week of November 1997.  The program is designed to enable the
Company to communicate more personally and directly with both local
and traveling guests in order to tailor its services to better meet
their needs. 

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 1998. The openings
were as follows:

Interstate 85 - Commerce, Georgia; Durham, North Carolina; Gaffney,
South Carolina; Henderson, North Carolina and Newnan, Georgia
Interstate 10 - Casa Grande, Arizona; Gonzales, Louisiana; Marana,
Arizona and Phoenix, Arizona
Interstate 40 - Gallup, New Mexico; Garner, North Carolina;
Russellville, Arkansas and West Memphis, Arkansas
Interstate 95 - Deerfield Beach, Florida; Kingsland, Georgia; Ormond
Beach, Florida and Pooler, Georgia
Interstate 90 - Blasdell, New York; Dunkirk, New York and Billings,
Montana
Interstate 30 - Greeneville, Texas and Texarkana, Texas
Interstate 35 - Edmond, Oklahoma and Emporia, Kansas
Interstate 44 - Lawton, Oklahoma and Saint Robert, Missouri
Interstate 64 - Cross Lanes, West Virginia and Mount Sterling,
Kentucky
Interstate 79 - Fairmont, West Virginia and Meadville, Pennsylvania
Interstate 80 - Hammond, Indiana and Lincoln, Nebraska
Interstate 15 - Springville, Utah
Interstate 29 - Kansas City, Missouri
Interstate 45 - Houston, Texas
Interstate 55 - Hammond, Louisiana
Interstate 59 - Trussville, Alabama
Interstate 65 - Phoenix, Arizona
Interstate 70 - Zanesville, Ohio
Interstate 74 - Harrison, Ohio
Interstate 75 - Brooksville, Florida
Interstate 77 - Beckley, West Virginia
Interstate 81 - Harrisburg, Pennsylvania
Interstate 84 - Boise, Idaho
Interstate 94 - Roseville, Michigan
Interstate 295 - Pennsville, New Jersey
Interstate 480 - Twinsburg, Ohio
US Highway 231 - Dothan, Alabama
US Highway 441 - Pigeon Forge, Tennessee
Loop 101 - Peoria, Arizona.

The Company plans to open fifty new stores during fiscal 1999. 
Twelve of the stores are already open or will be open as of October
30, 1998, and are as follows:

Interstate 24 - Cadiz, Kentucky
Interstate 55 - Brookhaven, Mississippi
Interstate 59 - Bessemer, Alabama
Interstate 65 - Sellersburg, Indiana
Interstate 69 - Marion, Indiana
Interstate 75 - Piqua, Ohio
Interstate 80 - West Omaha, Nebraska
Interstate 81 - Frackville, Pennsylvania
Interstate 87 - Clifton Park, New York
Interstate 90 - Sheffield, Ohio
Interstate 91 - Holyoke, Massachusetts


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
369 Cracker Barrel stores open as of October 30, 1998, the Company
owns 347, while the other 22 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 July 31, 1998, Cracker Barrel employed 38,815 people, of whom
362 were in advisory and supervisory capacities, 2,100 were in store
management positions and 31 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 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 also has pending
trademark registration relating to the name "Carmine Giardini" and
"Carmine Giardini's Gourmet Market and La Trattoria Ristorante". 
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.

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 130 acres of land owned by
the Company in Lebanon, Tennessee. The Company utilizes
approximately 120,000 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 2000.

The Company opened a retail outlet store, named the "Back Porch", in
Lebanon, Tennessee in September, 1998 to sell out-of-season, slow-moving and 
discontinued merchandise.

      As noted on page 3 in the "Acquisitions" section, the Company
leases two properties in Florida that operate under the name of
Carmine Giardini's Gourmet Market and La Trattoria Ristorante.

     In addition to the corporate facilities, the Company's outlet
store and the Company's two gourmet markets and restaurant in
Florida, the Company owns or leases the following Cracker Barrel
store properties as of October 30, 1998:






State                Owned                         Leased        
                     Land    Buildings      Land   Buildings

Tennessee             31       30           10       4
Florida               33       32            -       -
Georgia               22       21            2       2
Texas                 23       23            1       -
Ohio                  19       22            3       -
North Carolina        20       21            1       -
Illinois              20       19            1       -
Indiana               19       18            -       -
Alabama               15       15            1       1
Kentucky              15       14            2       1
Michigan              14       14            -       -
Virginia              14       14            -       -
Missouri              13       13            -       -
South Carolina        10       11            2       1
Mississippi            9        9            -       -
Pennsylvania          10        9            -       -
Arizona                9        8            -       -
Louisiana              8        8            -       -
New York               8        7            2       -
West Virginia          7        7            -       -
Oklahoma               6        6            -       -
Arkansas               6        5            -       -
Kansas                 6        5            -       -
Colorado               4        4            -       -
Wisconsin              5        4            -       -
Iowa                   3        3            -       -
Minnesota              3        3            -       -
New Mexico             2        3            1       -
Utah                   3        3            -       -
Maryland               2        2            -       -
Nebraska               2        2            -       -
Connecticut            1        1            -       -
Idaho                  1        1            -       -
Massachusetts          2        1            -       -
Montana                2        1            -       -
New Jersey             1        1            1       -

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.

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 25, 1998:



<TABLE>
Name                  Age    Position with Registrant
<S>                   <C>    <C>
Dan W. Evins          63     Chairman of the Board
                             & Chief Executive Officer

Ronald N. Magruder    50     President & Chief Operating Officer

Michael A. Woodhouse  53     Senior Vice President,
                             Finance & Chief Financial Officer

Michael D. Adkins     43     Senior Vice President, Restaurant 
                             Operations

Norman J. Hill        56     Senior Vice President, Human 
                             Resources

Richard G. Parsons    46     Senior Vice President, Retail

Jonathan C. Sleik     47     Senior Vice President, Purchasing 
                             and Distribution

James F. Blackstock   51     Vice President, General Counsel 
                             and Secretary 

Bruce C. Cotton       67     Vice President, Government &
                             Community Relations

Ellen C. Cozart       40     Vice President, Human Resources

Judith K. Donovan     43     Vice President, Marketing

Mattie H. Hankins     58     Vice President & Controller

Debra K. Kidwell      39     Vice President, Retail Purchasing

Donald G. Kravitz     62     Vice President, Property Development

Michael J. Matheny    51     Vice President, Information Services

Thomas R. Pate        39     Vice President, Training and 
                             Management Development

Mark W. Tanzer        41     Vice President, Product Development

Scott C. Diffenderfer 44     Regional Vice President, Restaurants

Russell K. Doyle      34     Regional Vice President, Retail

Cecilia S. Gibson     43     Regional Vice President, Retail

Douglas R. Goolsby    37     Regional Vice President, Restaurants

Anthony P. Guadagno   42     Regional Vice President, Restaurants

Carolyn M. Hall       41     Regional Vice President, Retail

Tracy L. Hanchey      37     Regional Vice President, Retail

Dan L. Markley        41     Regional Vice President, Retail

Terry A. Maxwell      39     Regional Vice President, Restaurants

Cyril J. Taylor       44     Regional Vice President, Restaurants

Stanley L. Warner     44     Regional Vice President, Restaurants

Gary L. Wooddell      34     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 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 to 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 TravelCenters 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.

Prior to his employment with the Company in October 1997, Mr. Cotton
was with Long John Silver's Restaurants, Inc. from 1976 to 1997
serving as Senior Vice President, Public Affairs.

Prior to her employment with the Company in May 1998, Ms. Hanchey
was with Brookstone Inc. from 1996 to 1998 serving as a district
manager.  She was district manager with Ann Taylor, Inc. from 1994
to 1996.  Ms. Hanchey was with Circuit City Stores, Inc. from 1988
to 1994 serving most recently as a management recruiter and
previously as a personnel manager.


                         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 19,010 shareholders of record as of September 25, 1998.

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 1998 Prices         Fiscal Year 1997 Prices

Quarter    High        Low                    High        Low

First      $33.13    $27.50                  $25.63      $19.63
Second      35.63     29.19                   28.38       19.88
Third       43.00     34.19                   29.25       24.88
Fourth      36.38     26.00                   29.88       23.75

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 1997 and 1998. 
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
$462,000,000 at July 31, 1998.

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 July 31, 1998 (the
"1998 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 1998 Annual Report are incorporated
herein by reference:

Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 24 through 27.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.

  Interest Rate Risk.  With certain instruments entered into for
other than trading purposes, the Company is subject to market risk
exposure related to changes in interest rates.  The Company has in
place a $125 million bank credit facility.  A portion of that
facility, a $75 million revolver, bears interest at a pre-agreed
percentage point spread from LIBOR.  The Company had no amounts
outstanding under the revolver during fiscal 1998.  The other part
of the bank credit facility is a $50 million 5-year term loan
bearing interest at a pre-agreed percentage point spread from LIBOR. 
On December 2, 1996, the Company received the proceeds from the $50
million 5-year term loan, and concurrently, entered into a swap
agreement with a bank to fix the interest rate at 6.36% for the life
of the term loan.  The Company's senior notes payable bear a fixed
interest rate of 9.53%, mature January 15, 2003, and had an
outstanding balance of $12 million at July 31, 1998.  While changes
in LIBOR would affect the cost of funds borrowed in the future,
existing loans are at fixed rates, therefore, the Company believes
that the effect, if any, of reasonably possible near-term changes in
interest rates on the Company's consolidated financial position,
results of operations or cash flows would not be material.

  Commodity Price Risk. Many of the food products purchased by the
Company are affected by commodity pricing and are, therefore,
subject to price volatility caused by weather, production problems,
delivery difficulties and other factors which are outside the
control of the Company and which are generally unpredictable.  The
single food category accounting for the largest share (approximately
14% of the Company's food purchases) is pork. Other items affected
by the commodities markets, such as coffee, country fried beef steak
and chicken, may each account for as much as 1% to 2% of the
Company's food purchases.  While the Company has some of its food
items prepared to its specifications, the Company's food items are
based on generally available products, and if any existing suppliers
fail, or are unable to deliver in quantities required by the
Company, the Company believes that there are sufficient other
quality suppliers in the marketplace that its sources of supply can
be replaced as necessary.  The Company also recognizes, however,
that commodity pricing is extremely volatile and can change
unpredictably and over short periods of time.  Changes in commodity
prices would affect the Company and its competitors generally and
often simultaneously.  In many cases, the Company believes it will
be able to pass through any increased commodity costs by adjusting
its menu pricing.  From time to time, competitive circumstances may
limit menu price flexibility, and in those circumstances increases
in commodity prices can result in lower margins for the Company. 
However, the Company believes that any changes in commodity pricing
which cannot be adjusted for by changes in menu pricing or other
product delivery strategies, would not be material.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following portions of the 1998 Annual Report are incorporated
herein by reference:

Consolidated Financial Statements and Independent Auditors' Report
on pages 28 through 41.

Quarterly Financial Data (Unaudited) on page 40.


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 1998 Annual Meeting of Shareholders (the "1998
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 1998 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 1998 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated herein by
reference to the section entitled "Certain Relationships and Related
Transactions" in the Company's 1998 Proxy Statement.



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 28 through 41 of the 1998 Annual Report are
incorporated herein by reference:

Independent Auditors' Report dated September 9, 1998

Consolidated Balance Sheet as of July 31, 1998 and August 1, 1997

Consolidated Statement of Income for each of the three fiscal years
ended July 31, 1998, August 1, 1997 and August 2, 1996             

Consolidated Statement of Changes in Shareholders' Equity for each
of the three fiscal years ended July 31, 1998, August 1, 1997 and
August 2, 1996

Consolidated Statement of Cash Flows for each of the three fiscal
years ended July 31, 1998, August 1, 1997 and August 2, 1996

Notes to Consolidated Financial Statements

2.  The exhibits listed in the accompanying Index to Exhibits on
pages 15 & 16 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 July 31, 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:  October 21, 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        



                          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

21 Subsidiaries of the Registrant

22 Definitive Proxy Materials (10)

23 Consent of Deloitte & Touche LLP

27 Financial Data Schedule


(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).