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): August 26, 2004
                                                         ----------------


                                CBRL GROUP, INC.



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

                  305 Hartmann Drive, Lebanon, Tennessee 37087

                                 (615) 444-5533






Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

         On  August  26,  2004,   Cyril  J.  Taylor  was  appointed,   effective
immediately,  to Executive  Vice  President of Cracker Barrel Old Country Store,
Inc.  ("Cracker  Barrel"),  a subsidiary  of CBRL Group,  Inc.,  and  appointed,
effective  January 1, 2005, to President and Chief Operating  Officer of Cracker
Barrel.  The current  President and Chief  Operating  Officer of Cracker Barrel,
Donald M.  Turner,  will  retire from his  position at the end of this  calendar
year. A press release  announcing  this event was issued by CBRL Group,  Inc. on
August 26, 2004. See Section 7.01 below.

     Mr.  Taylor,  age 50, has served  Cracker Barrel since 1978 in a variety of
roles,  including  Vice President of Operations  Administration  from about July
1998 to about July 2000, Divisional Vice President of Restaurant Operations from
about  July  2000 to about  July  2002,  Senior  Vice  President  of  Restaurant
Operations  from about July 2002 to about August 2003, and Senior Vice President
of Operations  from about August 2003 until his  appointment  as Executive  Vice
President.


Item 7.01.  Regulation FD Disclosure.

         On August 26, 2004, CBRL Group,  Inc. issued a press release  regarding
the  retirement  at the end of this  calendar  year of the  President  and Chief
Operating  Officer of subsidiary  Cracker Barrel Old Country Store, Inc. and the
planned succession for these positions. The press release is furnished hereto as
Exhibit 99.1 and incorporated by reference as if fully set forth herein.


Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

         99.1  Press Release dated August 26, 2004.










                                    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:  August 30, 2004                     CBRL GROUP, INC.

                                            By: /s/ James F. Blackstock
                                               ---------------------------------
                                            Name: James F. Blackstock
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary





                           [Logo of CBRL Group, Inc.]

                              Post Office Box 787
                              Lebanaon, Tennessee
                                       37088-0708
                              Phone: 615-443-9869



                                                Contact: Julie Davis
                                                         Communications Director
                                                         615-443-9266



                       CRACKER BARREL PRESIDENT TO RETIRE
              Planned Succession Maintains Direction and Leadership

LEBANON,  Tenn.  (August  26,  2004) - CBRL  Group,  Inc.  (Nasdaq:  CBRL) today
announced  that  Donald M.  Turner,  President  and Chief  Operating  Officer of
subsidiary  Cracker  Barrel Old Country Store,  Inc.,  will retire at the end of
this calendar year.  Turner's  successor  will be Cyril J. Taylor,  who has been
promoted to Executive Vice President, effective immediately, and who will become
President  and COO,  effective  January  1, 2005.  Turner  and Taylor  will work
closely together to ensure a smooth transition.

         Turner  returned to Cracker  Barrel in 1999 after a six-year  hiatus to
lead the concept through an important  turn-around,  restoring the chain's focus
on guest service and execution,  and achieving  solid  operational and financial
results.  "Don's leadership and emphasis on simplifying business operations were
exactly  what  Cracker  Barrel  needed,"  said  Michael A.  Woodhouse,  who will
continue as Chief Executive Officer of Cracker Barrel in addition to his role as
President and Chief  Executive  Officer of CBRL Group,  Inc.  "Don's  ability to
focus people on the basics of  execution  provided the company with a foundation
for the  relentless  repetition of excellent  service  needed to succeed in this
industry,  and allowed the company to further develop its operational  team. Don
leaves behind a strong business operation.  We will miss him, but certainly hope
he will enjoy a pleasant retirement."

         Taylor,  age 50,  started his career with  Cracker  Barrel in 1978 as a
Restaurant  Management  Trainee and has regularly  been promoted to positions of
increasing  responsibility  and  authority,  becoming  Senior Vice  President of
Operations in July of 2003. He studied Business Administration at the University
of Tennessee in Knoxville,  TN and served in the U.S.  Marine Corps from 1973 to
1976.

         "Because of his length of service and the leadership role he has played
over the years, Cy has more than just a deep  understanding  of Cracker Barrel's
culture.  He has been an essential  part of building  and shaping the  culture,"
said  Turner  about his  successor.  In  discussing  why Taylor was  selected as
Cracker  Barrel's  next  President,   Woodhouse  said,  "Cy  is   well-respected
throughout the organization for his integrity and values, and for his ability to
translate the corporate culture and philosophy into business  results.  I'm very
pleased that the management career  development and succession  planning process
we've  been  engaged  in has  resulted  in  such a  well-qualified  and  natural
successor as Cy."

         Headquartered  in Lebanon,  Tennessee,  CBRL Group,  Inc.,  through its
subsidiaries,  presently  operates  504  Cracker  Barrel  Old  Country  Store(R)
restaurants and gift shops located in 41 states and 110  company-operated and 20
franchised Logan's Roadhouse(R) restaurants in 18 states.

                                      -END-