UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                                    FORM 8-K



                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (date of earliest event reported): May 28, 2004



                                CBRL GROUP, INC.



      Tennessee                       0-25225                   62-1749513
      ---------                       -------                   -----------
(State or Other Jurisdiction    (Commission File Number)     (I.R.S. Employer
  of Incorporation)                                          Identification No.)


                  305 Hartmann Drive, Lebanon, Tennessee 37087

                                 (615) 444-5533

Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release dated May 28, 2004. Item 9. Regulation FD Disclosure CBRL Group, Inc. issued a press release that is attached to this Current Report on Form 8-K as Exhibit 99.1, which by this reference is incorporated herein as if copied verbatim. In the press release, CBRL Group, Inc. announced that its Board of Directors had authorized the repurchase of up to 2 million additional shares of its common stock.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 28, 2004 CBRL GROUP, INC. By: /s/ James F. Blackstock ------------------------------------ Name: James F. Blackstock Title: Senior Vice President, General Counsel and Secretary

                                                                    Exhibit 99.1



[COMPANY LOGO]                                 Contact:   Lawrence E. White
                                                          Senior Vice President,
                                                          Finance and Chief
                                                          Financial Officer


                CBRL GROUP, INC. ANNOUNCES A NEW SHARE REPURCHASE
                       AUTHORIZATION FOR 2 MILLION SHARES

     LEBANON, Tenn. - (May 28, 2004) - CBRL Group, Inc. (the "Company") (Nasdaq:
CBRL) today  announced that it has been  authorized by its Board of Directors to
repurchase  up  to 2  million  additional  shares  of  its  common  stock.  Such
repurchases  are  expected  to  be  made  from  time  to  time  in  open  market
transactions.  The Company had approximately  48.7 million shares outstanding at
the end of its third fiscal quarter on April 30, 2004.

     The Company has 892,000 shares remaining under its previous 2 million share
repurchase  authorization announced in February 2004. Thus far this fiscal year,
the  Company  has  repurchased  1,769,300  shares of its common  stock for total
consideration of approximately $69.2 million, or an average of $39.11 per share.
Since its first share  repurchase  authorization in fiscal 1999, the Company has
repurchased  just  over  22.7  million  shares  of its  common  stock  for total
consideration  of  approximately  $593.7  million,  or an  average of $26.11 per
share.

     Headquartered in Lebanon,  Tennessee,  CBRL Group, Inc.  presently operates
499 Cracker  Barrel Old Country Store  restaurants  and gift shops located in 41
states and 107 company-operated and 19 franchised Logan's Roadhouse  restaurants
in 17 states.




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