SEC Filing | Cracker Barrel Old Country Store

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

PROXY STATEMENT

Pursuant to Section 14(a) of the Securities Exchange Act of 1934

CRACKER BARREL OLD COUNTRY STORE, INC.
(Name of Registrant)

ROBERT G. MCCULLOUGH, ESQ.
Baker, Worthington, Crossley, & Stansberry
1700 Nashville City Center
511 Union Street
Nashville, Tennessee 37219
(615) 726-5600
(Name of Person Filing Proxy Statement)

Filed by the Registrant /X/ Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Definitive Additional Materials

/X/ Definitive Proxy Statement / / Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

4) Proposed maximum aggregate value of transaction:

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: $-0-

2) Form, Schedule or Registration Statement No.: N/A

3) Filing Party: N/A

4) Date Filed: N/A

CRACKER BARREL OLD COUNTRY STORE, INC.
Hartmann Drive
Lebanon, Tennessee 37088-0787

______________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, NOVEMBER 22, 1994
______________________________

Notice is hereby given that the Annual Meeting of Shareholders of
Cracker Barrel Old Country Store, Inc. (hereinafter called the "Company"), will
be held at the offices of the Company located on Hartmann Drive, Lebanon,
Tennessee, on Tuesday, November 22, 1994 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 approve the selection of Deloitte & Touche as the Company's
independent auditors for the 1995 fiscal year.

(3) To consider and take action on a proposal of the New York City
Employees' Retirement System to amend the Company's employment
policies to include language relating to gay and lesbian
sexual preferences, if such proposal should be presented at
the meeting.

(4) To consider and take action on a proposal of a certain
shareholder, relating to the expansion of the Board of
Directors to reflect the varied races, genders and sexual
orientations of shareholders, if such proposal should be
presented at the meeting.

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

The Board of Directors has fixed the close of business on September
26, 1994, as the record date for the determination of shareholders entitled to
notice of and to vote at the 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
meeting.

By Order of the Board of Directors

Evalena C. Bennett, Secretary

Lebanon, Tennessee
October 21, 1994

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.

CRACKER BARREL OLD COUNTRY STORE, INC.
Hartmann Drive
Lebanon, Tennessee 37088-0787

________________________________

PROXY STATEMENT
________________________________

The accompanying proxy is solicited by 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 22, 1994, and any adjournments
thereof, notice of which is attached hereto.

This Proxy Statement and the Annual Report of the Company for the
fiscal year ended July 29, 1994, have been mailed on or about October 21, 1994,
to all shareholders of record on September 26, 1994.

The purpose of the Annual Meeting is to elect thirteen directors; to
approve the selection of Deloitte & Touche as the Company's independent
auditors for the next fiscal year; to vote on a shareholder proposal for the
amendment of the Company's employment policies as they relate to gay and
lesbian sexual preferences; and to vote on a shareholder proposal for the
expansion of the Board of Directors by the number of persons necessary to
reflect the varied races, genders, and sexual orientations of the Company's
shareholders.

A shareholder of record who signs and returns a proxy in the
accompanying form may revoke the same at any time before the authority granted
thereby is exercised 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 proxy bearing a later date. Unless so revoked, the shares
represented by the proxy will be voted at the Annual Meeting. Where a choice
is specified on the proxy, the shares represented thereby will be voted in
accordance with such specifications. If no specification is made, such shares
will be voted for: the election of all director nominees and the approval of
Deloitte & Touche as the Company's independent auditors for the next fiscal
year. If no specification is made, such shares will be voted against: the two
proposals by shareholders.

Directors shall be elected by a plurality of the votes cast in the
election by the holders of Common Stock represented and entitled to vote at the
Annual Meeting, at which a quorum is present. Assuming the existence of a
quorum, all other proposals 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.

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 matter does come
before the meeting, the persons appointed in the proxy or their substitutes
will vote in accordance with their best judgment on such matters.

The Board of Directors has fixed the close of business on September
26, 1994, as the record date for the Annual Meeting. The Company's only class
of securities is its Common Stock, $.50 par value per share. On September 26,
1994, the Company had outstanding 59,911,166 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. Shareholders will be entitled to one vote for
each share so held, 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. Such solicitation will be made by mail, and may also be made
by the Company's regular officers or employees personally or by telephone or
telegram. 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, for a fee of
approximately $2,000 per month, plus reimbursement of out-of-pocket expenses.
As part of its duties, Corporate Communications, Inc. may assist in the
solicitation of proxies.

The Company will continue its practice of holding the votes of all
share owners in confidence from the Company, its directors, officers and
employees except (1) 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) in the event that a share
owner makes a written comment on the proxy card or otherwise communicates
his/her vote to management. The Company will also continue, as it has in the
past, to employ an independent tabulator to receive and tabulate the proxies,
and independent inspectors of election to certify the results.

PROPOSAL 1. ELECTION OF DIRECTORS

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. Unless contrary
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 as directors of all the nominees named below. If for any reason any
of such nominees is not available for election, the persons named in the proxy
have advised that they will vote for such substitute nominees as the Board of
Directors of the Company may propose. The Board of Directors has no reason to
expect that any of these nominees will fail to be candidates at the meeting,
and therefore, does not at this time have any substitute nominee under
consideration. The information relating to the thirteen nominees set forth
below has been furnished to the Company by the individuals named. All of the
nominees are presently directors of the Company and were elected at the annual
meeting held on November 23, 1993.

The 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 INDICATED TO THE CONTRARY, WILL BE VOTED "FOR" THE LISTED
NOMINEES.

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NAME, AGE, POSITION FIRST BECAME BUSINESS EXPERIENCE
WITH THE COMPANY A DIRECTOR DURING PAST FIVE YEARS
---------------- ----------- ----------------------

James C. Bradshaw, 63 1970 Practicing physician, Lebanon,
Director Tennessee

Robert V. Dale, 58 1986 President of Martha White Foods, Inc.,
Director Nashville, Tennessee

Dan W. Evins, 59 1970 Chairman, President and Chief
Chairman, President and Executive Officer of the Company;
Chief Executive Officer(1) Member of Board of Directors of
Clayton Homes, Inc.

Edgar W. Evins, 62 1970 Retired in June 1987; President,
Director(1) DeKalb County Bank and Trust
Company, Alexandria, Tennessee,
from 1958 until June 1987

William D. Heydel, 65 1970 Retired in 1984; for the previous
Director five years, Tennessee manager of
American Family Life Assurance
Company, Nashville, Tennessee

Robert C. Hilton, 57 1981 Chairman, President and CEO of
Director Home Technology Healthcare, Inc.
Nashville, Tennessee, since October
1991; Private investor, August 1988
to October 1991; Chairman and CEO,
American Healthcorp, Inc. September
1981 to August 1988

Charles E. Jones, Jr., 49 1981 President, Corporate Communications,
Director Incorporated, a financial public
relations firm, Nashville, Tennessee

Charles T. Lowe, Jr., 62 1970 Retired in 1993; previously
Director President of Travel World, Inc., a
travel agency, Lebanon, Tennessee

B.F. Lowery, 57 1971 Attorney; President and Chairman,
Director LoJac Companies, asphalt paving,
highway construction, highway safety
equipment and building materials
supplier and contractor, Lebanon,
Tennessee

Gordon L. Miller, 60 1974 Dentist, Lebanon, Tennessee
Director

Martha M. Mitchell, 54 1993 Senior Vice President (since
Director January 1987) and Partner (since
January 1993) of Fleishman-Hillard,
Inc., a public relations firm, St.
Louis, Missouri

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James H. Stewart, 69 1985 Retired in October 1987; President
Director and Chief Operating Officer,
Prepared Foods, Inc., August
1986 to September 1987; Vice President
and Chief Financial Officer,
Prepared Foods, Inc. from
September 1985 to July 1986

Jimmie D. White, 53 1993 Senior Vice President - Finance and
Chief Financial Officer of the
Company

____________________________________

(1) Dan W. Evins and Edgar W. Evins are brothers.

The Company's Stock Option Committee is currently composed of Robert
C. Hilton, Edgar W. Evins and Charles E. Jones, Jr. This committee, which met
once during the fiscal year ended July 29, 1994, is responsible for the
administration of the Company's Incentive Stock Option Plan of 1982 and its
1987 Stock Option Plan.

The Company's Audit Committee is currently composed of James H.
Stewart, Edgar W. Evins, William D. Heydel and Charles T. Lowe, Jr. This
committee, which met three times during the fiscal year ended July 29, 1994,
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
therein.

The Company's Compensation Committee is composed of Robert V. Dale,
James C. Bradshaw, Robert C. Hilton, Charles E. Jones, Jr., B.F. Lowery and
Gordon L. Miller. This committee, which met once during the fiscal year ended
July 29, 1994, reviews and recommends to the Board of Directors the salaries,
bonuses and other cash compensation of the executive officers of the Company.

During the fiscal year ended July 29, 1994, the Board of Directors
held four meetings and the Executive Committee held ten meetings. No incumbent
director attended fewer than 75 percent of the Board meetings in 1994. The
Company's 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 is currently composed of James C. Bradshaw, Robert V.
Dale, Dan W. Evins, Robert C. Hilton, Charles E. Jones, Jr., B.F. Lowery and
Gordon L. Miller. The Executive Committee also reviews director nominees and
makes recommendations to the Board of Directors prior to each annual meeting of
shareholders. The Executive Committee will consider nominees recommended in
writing by shareholders who submit such nominations to the Company prior to the
deadline for shareholder proposals as further described under "Proposals of
Shareholders" herein.

The Company pays to each of its outside directors an annual retainer
of $14,000 and $900 as a director's fee for each board meeting attended.
Outside directors who are members of the Company's Executive Committee receive
a fee of $900 for each such committee meeting attended. Fees of $800 for the
Company's Audit Committee, Compensation Committee and Stock Option Committee
are paid to committee members for each such committee meeting attended. The
chairmen of the Audit Committee, Compensation Committee and the Stock Option
Committee receive an additional fee of $400 for each committee meeting
attended. No fees are paid to directors who are also employees of the Company.

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SECURITY OWNERSHIP OF MANAGEMENT

The following information pertains to the Common Stock of the Company
beneficially owned, directly or indirectly, by all directors and nominees and
by all directors and officers as a group, as of September 26, 1994. Unless
otherwise noted, the named persons have sole voting and investment power with
respect to the shares indicated.

AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP(1) OF CLASS
- - ----------------- ----------------------- --------

James C. Bradshaw 529,609 (2) *
Robert V. Dale 139,242 *
Dan W. Evins 570,000 *
Edgar W. Evins 52,824 *
William D. Heydel 534,842 (2) *
Robert C. Hilton 83,189 *
Charles E. Jones, Jr. 86,651 *
Charles T. Lowe, Jr. 985,867 (3) 1.6%
B.F. Lowery 224,015 *
Gordon L. Miller 252,124 *
Martha M. Mitchell 25,762 *
James H. Stewart 50,624 *
Jimmie D. White 350,060 *

All Officers and
Directors as a group
(23 persons) 4,760,329 7.7%

*Less than one percent

____________________________________

(1) Includes the following shares which are not currently outstanding but
which the named holders are entitled to receive within 60 days upon
exercise of options:

James C. Bradshaw 126,560
Robert V. Dale 126,560
Dan W. Evins 170,000
Edgar W. Evins 50,624
William D. Heydel 126,560
Robert C. Hilton 75,936
Charles E. Jones, Jr. 75,936
Charles T. Lowe, Jr. 50,624
B. F. Lowery 126,560
Gordon L. Miller 50,624
Martha M. Mitchell 25,312
James H. Stewart 50,624
Jimmie D. White 284,375

All Officers and Directors as a group 1,340,295

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.

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(2) Includes shares owned jointly with wife with whom voting and
investment power is shared: Mr. Bradshaw 403,049 and Mr. Heydel
408,282.

(3) Voting and investment power with respect to 43,489 shares is shared by
Mr. Lowe and his wife, the owner of those 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 each committee are
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 plan pursuant to which employee stock options are granted. In addition,
a study prepared by independent consultants which specialize in executive
compensation is used to review the salary and bonus for competitiveness in
relation to other selected companies in the restaurant and food service
industry.

BASE SALARY

In setting the Fiscal 1994 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
areas of responsibility from a report prepared for the Company by independent
executive compensation consultants. In addition, they considered the
contribution made by each executive officer during Fiscal 1993, as reported by
the Chief Executive Officer, as well as salary recommendations from management
for the executive officers other than the Chairman, President and Chief
Executive Officer, Dan W. Evins. During discussions out of his presence, the
Compensation Committee employed procedures similar to those used for each of
the other executive officers to determine the Fiscal 1994 salary for Dan W.
Evins.

BONUS

The Compensation Committee has established 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
then ending fiscal year and the internal budget established for the next fiscal
year in setting the criteria for executive officer bonuses.

The basic plan rewards executive officers of the Company, based on the
amount of increase in the Company's pretax income over the previous fiscal
year. If pretax income is equal to or less than that of the previous fiscal
year, there are no bonuses paid to any of the executive officers.

For Fiscal 1994, as in recent years, a bonus pool of 12% of the amount
by which the current fiscal year's pretax income exceeds that of the previous
fiscal year, plus an additional 2% of any amount in excess of the internally
budgeted pretax income, is distributed among the executive officers. The bonus
pool is distributed by determining each executive officer's pro rata share of
an aggregate bonus participation amount arrived

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at by multiplying each officer's salary by the bonus participation percent set
by the Compensation Committee (60% for Mr. Evins, 36% for senior officers and
24% for all other executive officers). Bonuses earned for Fiscal 1994, as a
percent of total salary and bonuses, were 71% for Mr. Evins, 60% for Senior
Officers and 49% for all other executive officers.

STOCK OPTIONS

In contrast to salary and bonus awards, which are generally for past
work performance, stock options are based on future performance of stock price
appreciation. They are granted at an exercise price which is equal to the
market price of the Company's Common Stock on the date of grant, and therefore
have no value until the stock 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
operating units. See "Stock Option Plans" below.

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 July 29, 1994 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
as the Company.

7/31/89 7/31/90 7/31/91 7/31/92 7/31/93 7/29/94

Cracker Barrel Old Country Store, Inc. 100 136 263 389 453 405
NASDAQ SIC-58 100 109 116 148 173 157
S&P 400 MIDCAP 100 106 130 153 178 185

(1) Assumes that the value of the investment in the Company's Common Stock
and each Index was $100 on July 28, 1989, and that all dividends were
reinvested.

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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 July 29, 1994.

Long-Term
Annual Compensation Compensation
------------------------------- ---------------------------
Principal Fiscal # Options All Other
Name Position Year Salary (1) Bonus Granted Compensation (2)
---- -------- ---- ---------- ----- ------- ----------------

Dan W. Evins Chairman of the Board, 1994 $360,000 $879,900 40,000 $29,223
Chief Executive 1993 326,600 861,748 60,000 30,647
Officer and President 1992 295,800 805,152 90,000 29,745

Jimmie D. White Senior Vice President/ 1994 195,000 285,997 25,000 16,991
Finance and Chief 1993 163,000 276,324 37,500 17,111
Financial Officer 1992 145,000 254,721 56,250 16,550

Reginald M. Mudd (3) Senior Vice President/ 1994 165,083 222,014 25,000 8,962
Operations and Chief 1993 130,000 146,921 18,000 8,753
Operations Officer 1992 118,000 138,193 27,000 8,385

Richard G. Parsons Vice President/ 1994 134,000 131,021 12,000 8,506
Merchandising 1993 122,000 137,879 18,000 8,436
1992 111,000 129,995 27,000 7,326

Frank J. McAvoy Vice President/ 1994 145,000 141,776 12,000 12,197
Operations Services 1993 133,000 150,311 18,000 12,619
1992 101,000 118,870 27,000 8,503

(1) Salary includes director's fees received by Mr. Evins in the amount of
$21,600 for 1993 and $20,800 for 1992. Effective August 1993, no
director's fees are paid to directors who are also employees of the
Company.

(2) Includes premiums paid on Life and Disability insurance for coverage
above that available to all salaried employees, the Company's
contributions to 401(k) Employee Savings Plan and interest earned on
salary deferred under the Company's Deferred Compensation Plan.

(3) Mr. Mudd assumed his current responsibilities effective November 15,
1993. Prior to that date he was Vice President, Restaurant Operations.

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OPTIONS GRANTED DURING FISCAL YEAR ENDED JULY 29, 1994

The following table sets forth all options to acquire shares of the
Company's Common Stock granted to the named executive officers during the
fiscal year ended July 29, 1994.

Individual Grants (1)
--------------------------------------------------------------------
Percent of Potential Realizable Value
Total Options Assumed Annual Rates of Stock
Granted to Exercise or Appreciation for Option (2)
# Options Employees in Base Price Expiration -----------------------------
Name Granted Fiscal Year $/Share Date 5% 10%
---- ------- ----------- ------- -------- ---- -----

Dan W. Evins 40,000 4.8% $25.75 08-26-03 $647,600 $1,641,600

Jimmie D. White 25,000 3.0% 25.75 08-26-03 404,750 1,026,000

Reginald M. Mudd 25,000 3.0% 25.75 08-26-03 404,750 1,026,000

Richard G. Parsons 12,000 1.5% 25.75 08-26-03 194,280 492,480

Frank J. McAvoy 12,000 1.5% 25.75 08-26-03 194,280 492,480

(1) The exercise price of the options granted is equal to the market value
of the Company's Common Stock on the date of grant. Options are
exercisable as to not more than one-third of the total number of
shares under the option during each twelve-month period following the
grant. To the extent any optionee does not exercise an option as to
all shares for which the option was exercisable during any
twelve-month period, the balance of unexercised options shall
accumulate and the option will be exercisable with respect to such
shares. Options expire ten years after grant.

(2) The potential realizable value amounts shown illustrate the values
that might be realized upon exercise immediately prior to the
expiration of their term using 5 percent and 10 percent appreciation
rates set by the Securities and Exchange Commission, compounded
annually, and, therefore, 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 nontransferability, vesting over a period of
years or termination of the options following termination of
employment.

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OPTION EXERCISES AND FISCAL YEAR END VALUES

There were no options exercised during the fiscal year ended July 29,
1994 by the named executive officers. The following table sets forth the
number and value of unexercised options held by such executive officers at
fiscal year end.

Value of Unexercised
Number of Unexercised In-the-Money-Options
Options at FY-End at FY-End
------------------------------ -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Dan W. Evins 143,333 46,667 $ 597,600 $0

Jimmie D. White 267,708 29,167 3,388,519 0

Reginald M. Mudd 128,333 22,667 1,542,713 0

Richard M. Parsons 158,780 14,000 2,254,610 0

Frank J. McAvoy 51,437 14,000 316,044 0

(1) The last trade of the Company's Common Stock as reported by NASDAQ on
July 29, 1994 was $23.25 and was used in calculating the value of
unexercised options.

EXECUTIVE EMPLOYMENT AGREEMENT

Employment agreements have been granted to Dan W. Evins (Chairman of
the Board, Chief Executive Officer and President), and Jimmie D. White (Senior
Vice President, Finance and Chief Financial Officer) which, upon the occurrence
of certain events, authorize a severance payment approximately equal to three
times their annual salary rate in effect on the date of termination.

The Executive 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 the Executive's base
salary or bonus percentage; or (2) a reduction in the importance of the
Executive's job responsibilities; or (3) a geographical relocation of the
Executive without his consent. The three-year severance payment shall also be
made to the Executive if the Company breaches the terms of the Agreement.
Additionally, the Agreement describes the Executive's rights to compensation
should his employment be terminated or suspended due to death, disability, poor
performance or wrongful activities. Although not intended primarily as a
standard employment contract, the Agreement does provide for payment to the
Executive of a specified annual salary which shall not be decreased, and which
may be increased from time to time. These agreements do not preclude the
Executives from participating in any other Company benefit plans or
arrangements.

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STOCK OPTION PLANS

On February 25, 1982, the Company's Board of Directors adopted an
incentive stock option plan, which was subsequently 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. 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 "1987 Plan"). The
shareholders adopted the 1987 Plan at the 1987 annual meeting of shareholders.

The 1987 Plan, like the 1982 Plan is administered by the Stock Option
Committee (the "Committee"). Members of the Committee are appointed by the
Board and consist of members of the Board. The 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 the options granted to each, and within applicable limits,
the terms and provisions relating to the exercise of such options.

The Committee is currently authorized to grant options to purchase an
aggregate of 8,550,607 shares of the Company's Common Stock under the 1987
Plan. Options may be granted only to key executive personnel and other
employees who hold responsible positions with the Company. The Committee may
impose on the option, or the exercise thereof, such restrictions as it deems
reasonable and which are within the restrictions authorized by the 1987 Plan.

An option granted pursuant to the 1987 Plan is exercisable as to not
more than one-third of the total number of shares under the option during each
twelve-month period following the date of the granting of the option. To the
extent, however, any optionee does not exercise an option as to all shares for
which the option was exercisable during any twelve-month period, the balance of
unexercised options shall accumulate and the option will be exercisable with
respect to such shares.

The option price per share under the 1987 Plan must be at least 100%
of the fair market value of a share of the Company's Common Stock on the day
next preceding the day the option is granted and options must be exercised not
later than ten years after the date on which granted.

During Fiscal 1994, the aggregate number of shares subject to options
granted was 825,825 including 166,000 shares granted to the Company's executive
officers as a group, including the individuals named in the summary
compensation table. These options were granted at $25.75 per share. The
aggregate number of shares exercised during Fiscal 1994 was 330,848. There
were no options exercised during Fiscal 1994 by the Company's executive
officers. The net value of shares (market value less option exercise price) or
cash realized upon exercise of options was $4,114,520 in the aggregate.

In 1989, the directors and shareholders of the Company adopted the
1989 Stock Option Plan for Non-Employee Directors. The total number of shares
of Common Stock issuable upon the exercise of all options granted under the
Plan will not exceed in the aggregate 1,518,750 shares. Under the Plan, all
non-employee directors of the Company automatically receive an annual stock
option grant for 25,312 shares of the Company's Common Stock. These Stock
Options become exercisable six (6) months after the date of

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grant. The Stock Options are granted at an exercise price equal to the fair
market value of the underlying stock on the date of grant and have no
expiration date. On August 26, 1993 each director listed on page 5, except Mr.
Dan W. Evins and Mr. Jimmie D. White, was granted an option to purchase 25,312
shares at $25.375 per share. There were no options exercised during Fiscal
1994.

EMPLOYEE SAVINGS PLANS

The Company has an Employee Savings Plan (the "Plan") which provides
for retirement benefits for employees. The Plan is qualified under Section
401(k) of the Internal Revenue Code. Generally, all employees of the Company
who have completed one year of service with the Company, who have worked in
excess of 1,000 hours with the Company and who have reached the age of
twenty-one (21) are eligible to participate in the Plan. Eligible employees
may elect to participate in the Plan as of the beginning of each calendar
quarter. Each eligible employee who chooses to participate in the Plan may
elect to have up to sixteen percent (16%) (not to exceed $9,240 in calendar
1994) of their compensation contributed to the Plan. The Company matches
twenty-five percent (25%) of employee contributions for each participant up to
6% of the employee's compensation.

Participants in the Plan have fully vested interest in their
contributions to the Plan. Participants' interest in Company contributions
begins to vest after one (1) year from the date of employment and continues to
vest at the rate of twenty percent (20%) per year until fully vested.

Generally participants may not withdraw either their contributions or
their vested interest in Company contributions prior to retirement or
termination of their employment with the Company. Limited hardship withdrawals
are tightly controlled by the provisions of the Plan and the Internal Revenue
Code.

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 of the 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 ten-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 1994 was $1,739.

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TRANSACTIONS WITH MANAGEMENT

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 fifteen-year term. The annual rental for the
Macon store is the greater of (i) 12% of the total cost of the land, buildings
and improvements or (ii) 5% of the total restaurant sales plus 3% of the gift
shop sales. The annual rental for the Clarksville store is 12% of the total
cost of the land, buildings and improvements or, in the alternative, 5% of the
total restaurant sales plus 3% of the gift shop sales, provided the total of
such 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 July 29, 1994, the
Company paid a total of $298,832 in lease payments to Mr. Lowery.

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 such company for
services and $435,515 for reimbursement of direct expenses including
preparation, distribution and design of the annual report, and other financial
reports.

All of the foregoing transactions were negotiated by the Company on an
arms-length basis, and Management believes that such transactions are fair and
reasonable and on terms no less favorable than those which could be obtained
from unaffiliated parties.

PROPOSAL 2. APPROVAL OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed Deloitte & Touche as independent
auditors of the Company for the 1995 fiscal year, subject to approval by the
shareholders. Deloitte & Touche have served as the Company's independent
auditors since the fiscal year ended July 31, 1973. A representative of
Deloitte & Touche is expected to be present at the Annual Meeting with the
opportunity to make a statement, if such representative so desires, and will 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 INDICATED TO THE
CONTRARY, WILL BE VOTED "FOR" THE PROPOSAL.

PROPOSAL 3. SHAREHOLDER PROPOSAL

The New York City Employees' Retirement System, Office of Comptroller,
Municipal Building, New York, New York, states that it is the owner of at least
1,000 shares of the Common Stock of the Company, and has informed the Company
that it intends to present, through a representative, the following proposal at
the meeting:

WHEREAS, in February, 1991 the management of Cracker Barrel Old
Country Stores restaurants announced a policy of discrimination in employment
against gay men and lesbians; and

WHEREAS, although Cracker Barrel management asserts that this
discrimination policy has been rescinded, the Company refused to rehire fired
workers and media reports have indicated that gay and lesbian workers were
subsequently dismissed on the basis of their sexual orientation; and

WHEREAS, employment discrimination on the basis of sexual preference
may deprive corporations of the services of productive employees, leading to
less efficient corporate operations which in turn can have a negative impact on
shareholder value; and,

RESOLVED, Shareholders request the Board of Directors to implement
non-discriminatory policies relating to sexual orientation and to add explicit
prohibitions against such discrimination to their corporate employment policy
statement.

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 INDICATED TO THE
CONTRARY, WILL BE VOTED "AGAINST" THE PROPOSAL.

The SEC (Securities and Exchange Commission) ruled that a New York
City Employees' Retirement System proposal identical to Proposal 3 did not have
to be included in the Company's 1992 proxy. The basis of the SEC's ruling was
that the proposal involved day-to-day issues concerning hiring and other
personnel matters, which are properly left to Company management.

Last year, the SEC's decision was overruled by the United States
District Court for the Southern District of New York, forcing the Company to
include the proposal in its 1993 proxy. Company shareholders defeated this
proposal by a wide margin.

A national civil rights bill referred to as the National Lesbian and
Gay Rights Law has been considered by Congress, but has never passed. Your
management is convinced that the proponents of Proposal 3 are attempting to
circumvent the legislative process by using corporate proxies as a forum to
promote a "social policy" concerning gay and lesbian sexual preferences,
thereby forcing your Company to do what Congress has declined to force
companies to do. Your management is also convinced that the proponents of this
proposal are more interested in gay and lesbian concerns as a social issue than
in any economic effect these concerns may have on your Company.

Proposal 3 references a possible negative impact on Company stock, due
to gay and lesbian issues. This suggestion ignores the fact that since
February 1991, the value of Cracker Barrel Common Stock has risen from $9.96
per share (adjusted for stock splits) to $23.25 per share on September 26,
1994.

As Cracker Barrel has publicly stated on many occasions, it is an
equal opportunity employer that adheres to the letter and spirit of the law
regarding non-discrimination in the work place.

THE BOARD OF DIRECTORS, FOR THESE REASONS, RECOMMENDS A VOTE "AGAINST"
THIS SHAREHOLDER PROPOSAL.

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PROPOSAL 4. SHAREHOLDER PROPOSAL

Mr. Carl R. Owens, P. O. Box 8233, Atlanta, Georgia, states that he is
the owner of at least 1,000 shares of the Common Stock of the Company, and has
informed the Company that he intends to present the following proposal at the
meeting:

WHEREAS, the Board of Directors controls who is nominated to sit on the
Board and can invite self-nominated persons who can make a self-identification
as to gender, ethnic background, and sexual orientation for positions on the
Board; and

WHEREAS, the Board has the ability to communicate with all stockholders
in the Company and can survey the stockholders to determine the percentages of
stockholders who wish to self-identify into either race or sexual orientation
categories; and

WHEREAS, the Board has not issued a policy protecting the employment
rights of gay and lesbian employees, thereby negatively affecting the value of
the stock; and

WHEREAS, the Board does not wish to acknowledge that the majority of
stockholders of the Company are gay and lesbian or support gay or lesbian
rights; and

WHEREAS, the Company has not always been racially sensitive in its
choice of merchandise in the Company's stores; and

WHEREAS, because diversity issues within a corporation are set through
policies of the Board of Directors, and the Board of this corporation has not
been responsive to issues of the various groups comprising the customer base
and stockholders, the Board needs to include representatives from the
stockholders to be certain the issues are addressed on a company-wide basis;
and

WHEREAS, discrimination against a particular group results in violence
being directed toward individuals in that group and the blatant discrimination
that our Company fosters is and has been a contributing factor to serious
injuries against gay and lesbian persons; and

WHEREAS, the lack of a company-wide policy protecting the employment
rights of gay and lesbian employees has been a decision of the Board of
Directors and such policy is detrimental to the Company and the communities in
which it is located;

RESOLVED, that the Board of Directors of Cracker Barrel Old Country
Store, Inc. shall include individuals knowledgeable about the business of
operating the Company, and that group shall reflect the races, genders and
sexual orientations of the Stockholders. The Board shall determine how to
implement this proposal; if necessary it shall be accompanied by increasing the
number of members of the Board by the necessary number of seats to assure
representation of stockholder diversity as described in this resolution.

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Proposal 4 is essentially the same as the proposal submitted by Mr.
Owens for inclusion in the Company's 1993 proxy. This proposal was soundly
defeated. Management urges shareholders to similarly defeat Mr. Owens'
proposal this year.

A fundamental problem with the proposal is that it asks the Board of
Directors to do something which is beyond its power. Only the shareholders can
elect members to the Company's Board. The Board itself cannot insure that
particular directors will be elected. In short, Mr. Owens' proposal, even if
it were to receive the requisite votes, is not one the Company has the
authority to bring about.

Additionally, the proposal is so vague and indefinite that it cannot be
determined with reasonable certainty what action or measures would be required
if the proposal were adopted. The Company does not know the race, gender and
sexual preference of each of its shareholders. Such information could not be
requested without violating shareholders' rights to privacy. Further, the
Company does not know exactly what the proposal means when it refers to "races"
and "sexual orientations." Likewise, it is not clear what would constitute
"the necessary number of seats to assure representation of stockholder
diversity."

In short, Proposal 4 is beyond the Board's power to effect, and is so
vague and indefinite, the Company would not know how to implement it.

THE BOARD OF DIRECTORS, FOR THESE REASONS, RECOMMENDS A VOTE "AGAINST"
THIS SHAREHOLDER PROPOSAL.

PROPOSALS OF SHAREHOLDERS

Shareholders intending to submit proposals for presentation at the 1995
Annual Meeting of Shareholders of the Company and inclusion in the proxy
statement and form of proxy for such meeting should forward such proposals to
Dan W. Evins, President, Cracker Barrel Old Country Store, Inc., P.O. Box 787,
Hartmann Drive, Lebanon, Tennessee 37088-0787. Proposals must be in writing
and must be received by the Company prior to June 25, 1995. Proposals should
be sent to the Company by certified mail, return receipt requested.

ANNUAL REPORT AND FINANCIAL INFORMATION

A copy of the Company's Annual Report to Shareholders for Fiscal 1994 is
being mailed to each shareholder herewith. A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K AND A LIST OF ALL EXHIBITS THERETO WILL BE SUPPLIED WITHOUT
CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO: JIMMIE D. WHITE, SR. VICE
PRESIDENT - FINANCE, AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES, HARTMANN
DRIVE, LEBANON, TENNESSEE 37088-0787. EXHIBITS TO THE FORM 10-K ARE AVAILABLE
FOR A REASONABLE FEE.

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CRACKER BARREL OLD COUNTRY STORE, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON TUESDAY, NOVEMBER 22, 1994.

The undersigned hereby appoints Dan W. Evins and Evalena C. Bennett
and each of them, as proxies, with full power of substitution, to vote all
shares of the undersigned as shown below on this proxy at the Annual Meeting of
Shareholders of Cracker Barrel Old Country Store, Inc. to be held at the
Company's offices located on Hartmann Drive, Lebanon, Tennessee, on Tuesday,
November 22, 1994, at 10:00 a.m., local time, and any adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS (1) AND (2).

(1) ELECTION OF DIRECTORS:
/ / FOR all the following nominees (except as indicated to the
contrary below): J. Bradshaw, R. Dale, D. W. Evins, E. W.
Evins, W. Heydel, R. Hilton, C. Jones, Jr., C. Lowe, Jr., B.
Lowery, G. Miller, M. Mitchell, J. Stewart, and J. White.
/ / AGAINST the following nominee(s) (please print name(s)):

--------------------------------------------------------------
/ / WITHHOLD AUTHORITY (ABSTAIN) to vote for the following
nominees (please print name):
---------------------------------
/ / AGAINST all nominees.
/ / WITHHOLD AUTHORITY (ABSTAIN) to vote for all nominees.

(2) To approve the selection of Deloitte & Touche as the Company's
independent auditors for the fiscal year 1995.

/ / FOR / / AGAINST / / WITHHOLD AUTHORITY (ABSTAIN)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSALS (3) AND (4).

(3) To vote on a proposal of the New York City Employees' Retirement
System to amend employment policies to include language relating to
gay and lesbian sexual preferences.

/ / AGAINST / / FOR / / WITHHOLD AUTHORITY (ABSTAIN)

(Please date and sign this proxy on the reverse side.)

(4) To vote on a proposal of a shareholder to expand the Company's Board
of Directors to include persons who reflect the varied races, genders
and sexual orientations of the Company's shareholders.

/ / AGAINST / / FOR / / WITHHOLD AUTHORITY (ABSTAIN)

(5) In their discretion, to transact such other business as may properly
be brought before the meeting or any adjournment thereof.

Your shares will be voted in accordance with your instructions. If no
choice is specified, shares will be voted FOR the nominees in the election of
directors, FOR the selection of Deloitte & Touche, AGAINST the amendment of
employment policies and AGAINST the expansion of the Board of Directors.

Date ___________, 1994.

PLEASE SIGN HERE AND RETURN
PROMPTLY

--------------------------------------------

Please sign exactly as your name appears at
left. If registered in the names of two or
more persons, each should sign. Executors,
administrators, trustees, guardians,
attorneys, and corporate officers should
show their full titles.

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IF you have changed your address, please PRINT your new address on this line.