8-K

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                                 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):   April 10, 2002
                                                           --------------



                               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


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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial Statements.  None.

         (b) Pro Forma Financial Information.  None.

         (c) Exhibits.  See Exhibit Index immediately following the signature
             page hereto.


ITEM 9.  REGULATION FD DISCLOSURE.

     On April 10, 2002, CBRL Group, Inc. issued the press release attached as
Exhibit 99 to this Current Report on Form 8-K, which by this reference is
incorporated herein as if copied verbatim, with respect to the April 9, 2002
closing of the over-allotment option granted in connection with its
previously announced offering of 30-year 3.0% zero coupon senior notes, which
closed on April 3, 2002.











                                 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:  April 12, 2002              CBRL GROUP, INC.


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









                                EXHIBIT INDEX

Exhibit No.      Description                                         Page No.
- -----------      -----------                                         --------

99               Press Release issued by CBRL Group, Inc. on            5
                 April 10, 2002.

EX-99

                                                               Exhibit 99



                   CBRL GROUP, INC. ANNOUNCES $22.5 MILLION
           GROSS PROCEEDS FROM CLOSING ON OVER-ALLOTMENT OF 3.0% ZERO
                         COUPON SENIOR NOTES DUE 2032

LEBANON, Tenn.--April 10, 2002--CBRL Group, Inc. (Nasdaq:CBRL) announced
today the closing of the over-allotment option granted in connection with its
previously announced offering of 30-year 3.0% zero coupon senior notes, which
closed on April 3, 2002. CBRL raised approximately $22.5 million in
additional gross proceeds from the over allotment option exercise. The
general terms of the notes were disclosed previously by CBRL.

The total offering, including the over-allotment, amounted to $422.05 million
aggregate principal at maturity and gross proceeds of approximately $172.7
million.

This notice does not constitute an offer to sell or the solicitation of an
offer to buy securities. Any offers of the securities will be made only by
means of a private offering memorandum. The Notes and the shares of CBRL
common stock issuable upon conversion have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates 450
Cracker Barrel Old Country Store(R) restaurants and gift shops located in 41
states and 84 company operated and 11 franchised Logan's Roadhouse(R)
restaurants in 17 states.

Except for specific historical information, the matters discussed in this
press release are forward-looking statements that involve risks,
uncertainties and other factors that may cause actual results and performance
of CBRL Group, Inc. to differ materially from those expressed or implied by
this discussion. All forward-looking information is provided by the Company
pursuant to the safe harbor established under the Private Securities
Litigation Reform Act of 1995 and should be evaluated in the context of these
factors. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "assumptions," "target," "guidance,"
"plans," "may," "will," "would," "expect," "intend," "estimate,"
"anticipate," "believe," "potential," or "continue" (or the negative of



each of these terms) or similar terminology. Factors which will affect actual
results include, but are not limited to: adverse general economic conditions
including uncertain consumer confidence effects on sales; the actual results
of pending or threatened litigation; the effects of negative publicity;
adverse weather conditions; commodity, workers' compensation, group health
and utility price increases; the effects of plans intended to improve
operational execution and performance; the effects of increased competition
at Company locations on sales and on labor recruiting, cost and retention;
the ability of and cost to the Company to recruit, train and retain qualified
restaurant hourly and management employees; the ability of the Company to
identify successful new lines of retail merchandise; the availability and
cost of acceptable sites for development; the acceptance of the Company's
concepts as the Company continues to expand into new markets and geographic
regions; changes in interest rates affecting the Company's financing costs;
changes in or implementation of additional governmental rules and regulations
affecting wage and hour matters, health and safety, pensions and insurance;
practical or psychological effects of terrorist acts or military responses;
other undeterminable areas of government actions or 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.