FORM 15

Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or Suspension
of Duty to File Reports Under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.

                 Commission File Number:  0-7536

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

                 P.O. Box 787, Hartmann Drive
                 Lebanon, Tennessee 37088-0787
                       (615) 444-5533
  (Address, including zip code, and telephone number, including    
area code, of registrant's principal executive offices)

                         Common Stock
    (Title of each class of securities covered by this Form)

                             None
  (Titles of all other classes of securities for which a duty to   
 file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
reports:

Rule 12g-4(a)(1)(i)  [X]      Rule 12h-3(b)(1)(ii)  [ ]
Rule 12g-4(a)(1)(ii) [ ]      Rule 12h-3(b)(2)(i)   [ ]
Rule 12g-4(a)(2)(i)  [ ]      Rule 12h-3(b)(2)(ii)  [ ]
Rule 12g-4(a)(2)(ii) [ ]      Rule 15d-6            [ ]
Rule 12h-3(b)(1)(i)  [ ] 

Approximate number of holders of record as of the certificate or
notice date:    19,094

Pursuant to the requirements of the Securities Exchange Act of
1934, Cracker Barrel Old Country Store, Inc. has caused this
certification/notice to be signed on its behalf by the undersigned
duly authorized person.



Date:   December 31, 1998    By:/s/ James F. Blackstock 
                             Name: James F. Blackstock
                             Title: Vice President, Secretary and 
                                    General Counsel

Instruction: This form is required by Rule 12g-4, 12h-3 and 15d-6
of the General Rules and Regulations under the Securities Exchange
Act of 1934.  The registrant shall file with the Commission three
copies of Form 15, one of which shall be manually signed.  It may
be signed by an officer of the registrant, by counsel or by any
other duly authorized person.  The name and title of the person
signing the form shall be typed or printed under the signature.