8-K

================================================================================


                                  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): November 16, 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


Check the appropriate  box if the Form 8-K filing is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions :

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material  pursuant to Rule 14a-12 under the Exchange  Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR.13e-4(c))

================================================================================




Item 2.02.  Results of Operations and Financial Condition.

        On November 16, 2004, CBRL Group, Inc. (the "Company") issued the annual
report supplement that is furnished 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 fiscal year ending July 30, 2004.  The annual report   supplement
is posted on the  Company's website,  located at www.cbrlgroup.com,  and will be
discussed at the  Company's upcoming conference call on November  18, 2004.  See
information furnished  under Item 7.01 of the Company's Current  Report on  Form
8-K with the Commission  on November 12, 2004 for instructions  on accessing the
conference call.


Item 7.01.  Regulation FD Disclosure.

        The  information  set  forth  in  Item  2.02  above  is  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    Annual Report Supplement





                                    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:  November 16, 2004                   CBRL GROUP, INC.


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

EX-99

                                CBRL Group, Inc.
                            Annual Report Supplement
                        Fiscal Year Ending July 30, 2004







Safe-Harbor Statement

The Company urges  caution in  considering  its current  trends and the earnings
guidance disclosed in this annual report supplement.  The restaurant industry is
highly competitive,  and trends and guidance are subject to numerous factors and
influences, some of which are discussed in the cautionary language that follows.
The Company  disclaims any obligation to update disclosed  information on trends
or targets other than in its periodic  filings on Forms 10-K, 10-Q, and 8-K with
the Securities and Exchange Commission (SEC).

Except for specific  historical  information,  many of the matters  discussed in
this annual report  supplement  may express or imply  projections of revenues or
expenditures,  statements  of plans  and  objectives  or  future  operations  or
statements of future economic  performance.  These,  and similar  statements are
forward-looking  statements concerning matters that involve risks, uncertainties
and other factors which may cause the actual performance of CBRL Group, Inc. and
its  subsidiaries  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,"
"outlook,"  "plans,"  "projection,"  "may," "will," "would," "expect," "intend,"
"estimate,"  "anticipate," "believe," "potential" or "continue" (or the negative
or other  derivatives  of each of these terms) or similar  terminology.  Factors
which could materially  affect actual results  include,  but are not limited to:
changes in or  implementation  of additional  governmental or regulatory  rules,
regulations and interpretations  affecting accounting (including but not limited
to,  accounting for convertible debt under EITF Issue Abstract No. 04-08),  tax,
wage  and  hour  matters,  health  and  safety,  pensions,  insurance  or  other
undeterminable areas; the effects of uncertain consumer confidence or general or
regional economic weakness on sales and customer travel activity; the ability of
the  Company  to  identify,  acquire  and sell  successful  new  lines of retail
merchandise;  commodity,  workers' compensation,  group health and utility price
changes;  consumer behavior based on concerns over nutritional or safety aspects
of the Company's products or restaurant food in general;  competitive  marketing
and  operational   initiatives;   the  effects  of  plans  intended  to  improve
operational  execution and performance;  practical or  psychological  effects of
terrorist  acts or war and  military  or  government  responses;  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;  disruptions to
the company's  restaurant or retail supply chain;  the actual results of pending
or threatened litigation or governmental investigations or charges and the costs
and effects of negative publicity  associated with these activities;  changes in
foreign   exchange  rates  affecting  the  Company's   future  retail  inventory
purchases; the availability and cost of acceptable sites for development and the
Company's  ability  to  identify  such  sites;  changes  in  generally  accepted
accounting  principles  in the  United  States of  America  (GAAP) or changes in
capital market conditions that could affect  valuations of restaurant  companies
in general or the Company's  goodwill in particular;  increases in  construction
costs;  changes in interest rates affecting the Company's  financing  costs; and
other factors described from time to time in the Company's filings with the SEC,
press releases, and other communications.

Also,  "non-GAAP  financial  measures,"  as that term is  defined  by the SEC in
Regulation  G,  are  included  in this  document.  The  reconciliations  to GAAP
measures are  reflected in the Appendix at the end of this document and are also
available on our web site, cbrlgroup.com. Certain numbers in this supplement are
from the Company's audited financial  statements,  but readers should refer only
to the audited financial statements themselves to rely on audited numbers.


                                       2




[Logo of CBRL Group, Inc.]- Improving Shareholders Returns

[Logo of Cracker Barrel Old Country Store (R)]- Expanding Our Leading Franchise

[Logo of Logan's Roadhouse (R)]- Emerging Growth Opportunity

Corporate Profile
- -----------------

CBRL Group,  Inc. ("CBRL" or "CBRL Group")  (Nasdaq:  CBRL) is a holding company
whose business is to own and develop established  restaurant concepts. It is our
objective  to  improve  shareholder  returns  through  focus on  maximizing  the
long-term  performance of our operating businesses and optimizing the allocation
of capital. The holding company provides the operating companies with management
oversight,   guidance  in  the  development  of  strategies  and  leadership  in
organizational processes. The holding company also allocates and manages capital
through  development of capital structure  strategies,  investment of capital in
business units and return of capital to shareholders through dividends and share
repurchases.

Currently, CBRL's two concepts are Cracker Barrel Old Country Store(R) ("Cracker
Barrel" or "CBOCS") and Logan's  Roadhouse(R)  ("Logan's").  Cracker Barrel is a
leading mature franchise in the  family-dining  segment that the Company expects
to expand at a moderate pace and leverage continuous incremental improvements in
operating  performance.  Logan's is an emerging  growth concept in the roadhouse
segment of casual dining that CBRL is preparing for 20% annual unit growth.

Thirty-five  years ago,  Cracker  Barrel's  founder,  Dan Evins,  recognized the
potential to offer interstate  highway travelers quality food, service and value
consistently and conveniently by focusing on a mission of "Pleasing People." The
initial  success of the concept drove  continued  expansion along the interstate
system,  and today  Cracker  Barrel has evolved  into an  indelible  part of the
family-travel  experience.  It is  now  one  of  the  leading  and  most  highly
differentiated  restaurant chains in the United States.  Cracker Barrel welcomes
over a half-million people per day on average,  serving meals for three dayparts
and  offering  breakfast  all day through its more than 500 stores in 41 states.
Each  location  also has one of our  unique  and  successful  retail  shops that
generates an average of  approximately  $1 million in retail sales annually,  or
approximately $470 per square foot of retail selling space,  driven primarily by
the high level of restaurant guest traffic.

Cracker  Barrel is a recognized  customer  favorite,  having been named "Best in
Family Dining" by Restaurants  and  Institutions  magazine's  "Choice in Chains"
consumer survey for the 14th  consecutive  year in 2004. As of October 29, 2004,
there were 509 Cracker Barrel stores in 41 states.


                                       3




In  addition to the Cracker  Barrel  business,  CBRL's  other  principal  brand,
Logan's,  is an early-stage  growth  opportunity in the popular casual roadhouse
category  which was founded in 1991 and  acquired  by CBRL in 1999.  Logan's has
broad appeal serving generous portions of moderately  priced,  high quality food
in a casual, kickin' atmosphere. Logan's serves lunches and dinners that feature
steak (USDA  choice,  extra-aged  and hand-cut on premises),  ribs,  chicken and
seafood,  and its signature yeast rolls that are made from scratch. A large part
of the Logan's experience is the relaxed, fun atmosphere reminiscent of American
roadhouses  of the  1930s and 1940s and  accentuated  by  complimentary  peanuts
offered at every table and throughout the restaurant where guests are encouraged
to toss empty peanut shells on the floor. Unlike Cracker Barrel,  Logan's serves
alcoholic beverages, reflecting less than 9% of Logan's fiscal 2004 revenues. As
of October 29, 2004,  there were 114  company-owned  and 20  franchised  Logan's
located in 18 states.

Management  throughout  the  business  brings years of  experience  successfully
growing public restaurant chains. The Company's  executive officers average more
than 20 years of experience in the restaurant industry.


Historical Perspective
- ----------------------

During the late 1990s,  as Cracker  Barrel  endeavored  to maintain  its strong,
historical  rate of growth,  a number of issues led, for a brief period of time,
to deterioration in the Company's  performance.  Opening new stores at a rate of
50 per year  strained the Cracker  Barrel  system.  Aggressive  menu pricing and
tight  management of restaurant  expenses  threw the consumer  value equation at
Cracker  Barrel  out of  balance.  A gradual  decline in  operational  execution
occurred,  and,  during 1998 and 1999,  Cracker Barrel  experienced  declines in
comparable store guest traffic in all but one quarter.

Cracker Barrel undertook a series of changes designed to turnaround the declines
in financial and operational  performance.  Store expansion was reduced and site
selection  processes were overhauled.  Investments in store labor and reductions
in menu prices were  implemented.  Training  practices  were  improved,  as were
new-store real estate approval processes. Senior management changes were made as
well,  resulting  in charges  during  2000 due to a  redirection  of  management
priorities.

During  2001,  CBRL  management  decided  to  exit  the  three-location  Carmine
Giardini's  gourmet  market and  restaurant  business  that it had  operated  in
Florida.  The cost of  exiting  that  business,  along  with costs to close four
underperforming  Cracker  Barrel and three  underperforming  Logan's  locations,
which had been opened or  acquired  during the rapid  expansion  period for both
concepts  in the 1990s,  led to  additional  charges at the end of 2001.  In its
35-year history, Cracker Barrel has the exceptional record of closing only eight
stores (plus one not rebuilt  after it was  destroyed  by a tornado)  because of
poor performance.

As a  result  of these  actions  and the  overriding  management  focus  towards
achieving continuous incremental improvement,  financial results improved, and a
new era of prudent and careful expansion is underway.  Management's objective is
continuous  incremental  improvement in sales,  operating margins, and return on
both existing and new capital invested in the business. Encouraging a culture of
planning and measured  risk taking,  the Company has adopted the balanced use of
internal  best   practices  and   industry-proven,   low-risk   techniques   and
technologies to pursue its goals.


                                       4




Financial Highlights

After a period of rapid growth and acquisitions,  CBRL's revenue and unit growth
rates have  moderated and  management has been focused on the Company's two core
concepts.


           [See accompnaying PDF file, pg.5 for Revenue History Chart]


Notes to Chart:

(a) Compound Average growth Rate ("CAGR") is used to  show average annual growth
rates over extended periods of time to demonstrate long-term results.
(b) Fiscal year included 53 weeks; all other fiscal years included 52 weeks.
(c) From 1998 to 2001, the Company operated Carmine Giardini's, a small chain of
gourmet grocery stores and restaurants in Florida.
(d) Logan's was acquired in February, 1999.


                                       5




         [See accompnaying PDF file, pg.6 for Annual Unit Growth Chart]

                                                                       
                               Annual Unit Growth
#of Units
- ---------
                        1994    1995    1996    1997    1998    1999    2000    2001    2002    2003    2004
                        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
Cracker Barrel
  Begining               152     182     218     257     307     357     396     426     437     457     480
  Open                    30      36      43      50      50      40      30      15      20      23      24
  Close                    0       0       4       0       0       1 (1)   0       4       0       0       0
                        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
  Ending                 182     218     257     307     357     396     426     437     457     480     504
                        ====    ====    ====    ====    ====    ====    ====    ====    ====    ====    ====
   Annual Unit Growth % 19.7%   19.8%   19.7%   19.2%   16.3%   11.2%    7.6%    3.5%    4.5%    5.0%    5.0%

Logan's Roadhouse          -       -       -       -       -      42      54      65      75      84      96
  Begining                 -       -       -       -       -      12      12      13 (2)   9      12      11
  Open                     -       -       -       -       -       0       1 (2)   3       0       0       0
                        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
  Ending                   -       -       -       -       -      54      65      75      84      96     107
                        ====    ====    ====    ====    ====    ====    ====    ====    ====    ====    ====
   Annual Unit Growth %                                                 22.2%   19.7%   11.5%   14.3%   11.5%
  Franchised               -       -       -       -       -       4       7       8      12      16      20
                        ====    ====    ====    ====    ====    ====    ====    ====    ====    ====    ====

Carmine's
  Begining                 -       -       -       -       -       2       2       3       -       -       -
  Open                     -       -       -       -       -       0       1       0       -       -       -
  Close                    -       -       -       -       -       0       0       3       -       -       -
                        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
  Ending                   -       -       -       -       2       2       3       0       -       -       -
                        ====    ====    ====    ====    ====    ====    ====    ====    ====    ====    ====

Consolidated
  Begining               152     182     218     257     307     401     452     494     512     541     576
  Open                    30      36      43      50      50      52      43      28      29      35      35
  Close                    0       0       4       0       0       1       1      10       0       0       0
                        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
  Ending (Co. Owned)     182     218     257     307     359     452     494     512     541     576     611
                        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
   Annual Unit Growth %                         19.2%   16.3%   14.6%    9.5%    5.7%    5.6%    6.5%    6.1%
  Franchise                -       -       -       -       -       4       7       8      12      16      20
                        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
  Ending                 182     218     257     307     359     456     501     520     553     592     631
                        ====    ====    ====    ====    ====    ====    ====    ====    ====    ====    ====



(1) CBOCS unit destroyed in tornado.
(2) Logan's unit destroyed in fire.  Rebuilt and reopened in FY01.


                                       6




The  Company has  demonstrated  renewed  growth in net income and EPS  following
management changes in 2000.

        [See accompanying PDF file, pg.7 for Net Income History Chart and
                  Diluted Net Income Per Share History Chart]]


Notes and Reconciliations to Charts:
(a) Excludes after-tax charge of $8.8 million ($0.15 per share) related to store
closures.  Including the effects of the charge, net income would have been $63.5
million  and EPS  would  have been  $1.04.  Includes  53rd  week.
(b)  Excludes after-tax  charges of $5.4  million ($0.09 per  share)  related to
management changes and refocused operating priorities.  Including the effects of
charges, net income would have been $59.0 million and EPS would have been $1.02.
(c) Excludes  after-tax  charges of $24.5 million  ($0.43 per share)  related to
store  closures,  disposition  of Carmine  Giardini's and accrual for a proposed
settlement of  litigation.  Including  the effects of charges,  net income would
have been $49.2 million and EPS would have been $0.87.  Includes 53rd week.
(d) Excludes  after-tax charge  of  $3.3 million ($0.06  per share)  related  to
settlement of litigation.  Including the effects of the charge, net income would
have been $13.3  million and EPS would have been $2.25.
(e) Diluted EPS history does not reflect restatement related to adoption of EITF
04-8 - Effect of Contingently Convertible Instruments on Diluted EPS.


                                       7




The  Company's  strong  balance  sheet,  including  a high  proportion  of owned
properties,  and conservative  leverage position provides financial  flexibility
and liquidity.


                      Consolidated Balance Sheet Highlights
                                                               
($Millions)

(Derived from Audited Financials)      2000      2001      2002      2003      2004
                                      ------    ------    ------    ------    ------
Total Assets                          1,335.1   1,213.0   1,263.8   1,326.3   1,434.9

Long Term Debt                          292.0     125.0     194.5     186.7     185.1
Total Stockholders' Equity              829.0     846.1     783.0     794.9     880.3
                                      -------   -------   -------   -------   -------
Total GAAP Capitalization             1,121.0     971.1     977.5     981.6   1,065.4

  Debt to Total Capitalization %        26.0%     12.9%     19.9%     19.0%     17.4%

(Non-Gaap Internal Measure, Unaudited)*
- ---------------------------------------
Balance Sheet Long-Term Debt           $292.0   $125.0     $194.5    $186.7    $185.1
Real Estate Operating Leases*            68.5    206.8      215.5     237.5     254.5
                                      -------   ------    -------   -------   -------
  Total Indebtedness                    360.5    331.8      410.0     424.2     439.6
Equity                                  829.0    846.1      783.0     794.9     880.3
                                      -------   ------    -------   -------   -------
Total Capitalization                 $1,189.5 $1,177.9   $1,193.0  $1,219.1  $1,319.9
  Total Indebtedness to Total
    Capitalization %                    30.3%    28.2%      34.4%     34.8%     33.3%
Memo:
        Owned Locations at Year End       441      386        391       400       419
        Leased Locations at Year End       53      126        150       176       192



*  Capitalized  for  internal CBRL  Group, Inc.  capital  structure  measurement
purposes  at  8  times  last  12  months rent  expense,  excluding  shorter-term
billboard rent  (as disclosed in  financial  statement  footnote) to approximate
capitalized value of  long-term lease obligations,  since the  Company  believes
inclusion provides a more complete reflection of long-term capital structure.


After funding its capital expenditure needs (purchase of property and equipment)
and dividend  payments from  operating  cash flow, the Company is a generator of
free cash flow, which has been used primarily for significant share repurchases.


                       Consolidated Cash Flow Highlights
                                                                         
($millions)

  (Derived from Audited Financials)             2000      2001      2002      2003      2004
                                              --------  --------  --------  --------  --------
Cash flow from operating activities:
  Net Income                                    $59.0     $49.2     $91.8    $106.5    $113.3
  Depreciation and Amortization                  65.2      64.9      62.8      64.4      63.9
  Other cash provided by operating activities    37.8      33.8      41.7      69.7      23.2
                                              --------  --------  --------  --------  --------
Net cash provided by operating activities       162.0     147.9     196.3     240.6     200.4
                                              --------  --------  --------  --------  --------

  Purchase of property and equipment           (138.0)    (91.5)    (96.7)   (120.9)   (144.6)
  Dividends on common stock                      (0.7)     (1.2)     (1.2)     (1.1)    (16.2)
- ----------------------------------------------------------------------------------------------
"Free Cash Flow"*                                23.3      55.3      98.4     118.6      39.6
- ----------------------------------------------------------------------------------------------

  Net proceeds/(reductions) long-term debt      (22.7)   (167.2)     67.6     (13.1)     (7.1)
  --------------------------------------------------------------------------------------------
  Share repurchases                             (21.1)    (36.4)   (216.8)   (166.6)    (69.2)
  --------------------------------------------------------------------------------------------
  Proceeds from exercise of stock options/other  16.1     146.3      54.1      60.4      51.1

Net increase/(decrease) in cash and cash
  equivalents                                    (4.5)     (2.1)      3.3      (0.7)     14.4

Cash and cash equivalents, end of period        $13.9     $11.8     $15.1     $14.4     $28.8



* "Free Cash  Flow" is a  GAAP-derived  measure used by CBRL  Group,  Inc. which
calculates  net cash generated  by the business  after purchase  of property and
equipment and payment of dividends.


                                       8




    [See accompanying PDF file, pg.9 for Selected Cash Flow Components Chart
                       and Share Repurchase History Chart]


                                       9




                 [See accompanying PDF file, pg.10 for graph of
             Annual Returns on Invested Capital, Equity and Assets]


Notes and Reconciliations:
(a) Excludes after-tax charges of $5.4 million related to management changes and
refocused operating priorities.  Including the effects of charges, ROIC, ROE and
ROA would have been 6.7%, 7.3% and 5.7%,  respectively.
(b) Excludes  after-tax charges of $24.5  million  related  to  store  closures,
disposition  of  Carmine  Giardini's  and  accrual for  proposed  settlement  of
litigation.  Including the effects of  charges,  ROIC,  ROE and  ROA would  have
been  5.4%,  5.9% and 4.5%, respectively. Includes 53rd week.
(c)  Excludes  after-tax  charge  of  $3.3  million  related  to  settlement  of
litigation.  Including the effects of charge,  ROIC, ROE and ROA would have been
8.6%, 13.5% and 8.6%,  respectively.
(d) Return on Invested Capital = After-Tax Operating  Income /Average  beginning
and ending Long-Term Debt + Shareholders' Equity
(e) Return  on Equity =  Net Income/Average  beginning and  ending Shareholders'
Equity
(f) Return on Assets = After-Tax Operating Income / Average beginning and ending
Total Assets

See Appendix for reconciliation of non-GAAP financial disclosures


Holding Company Role and Objectives
- -----------------------------------
The holding company's role is to maximize CBRL shareholder value through:

o Maximizing  the long-term  performance  of the  operating  businesses
  >> Guide development of  business unit strategies,  objectives and  management
     processes
  >> Provide management oversight and governance for  autonomous  business  unit
     operations
  >> Lead organizational development processes

o Optimal allocation of capital
  >> Develop and execute prudent capital structure strategies
  >> Develop  and  execute  strategies  for  investment of  shareholder  capital
     generated  by  the  business  through allocation of capital  among business
     units  and  development  of specific   expectations  for  returns  on   new
     investment
  >> Develop  and execute  strategies for  returning  capital  generated by  the
     business to shareholders through share repurchases and dividends.


                                       10




CBRL  Group's  management  believes  that  execution  of its current  strategies
focused on careful expansion and continuous  incremental  business  improvements
should  enable the Company to continue  to generate  ample funds for  expansion,
dividend  payments  and  share  repurchases.  More  specifically,   management's
long-term corporate financial goals include:

o   Low double-digit  percentage total revenue growth driven by approximately 5%
    unit  expansion  at Cracker  Barrel,  20%  company-operated  unit  growth at
    Logan's  by the  end of FY  2005,  and  low to mid  single-digit  percentage
    increases in comparable store sales growth for both concepts
o   Operating  profit  growth  outpacing  revenue  growth  fueled  by  operating
    leverage  on higher  sales,  incremental  improvements  in product  costs at
    Cracker Barrel, implementation of low-risk, industry-proven technologies and
    management processes,  and continuous  incremental operating improvements in
    both concepts
o   Diluted net income per share growth of 15% per year, including the effect of
    share  repurchases;  excludes  expected  one-time  effects  of  implementing
    changes to diluted net income per share  calculations  mandated by EITF 04-8
    accounting treatment for the Company's contingently convertible debt
o   Total indebtedness  (including capitalized real estate operating leases)  to
    total adjusted capital target ratio of 35%
o   Investment  grade  credit  rating  maintained   (currently  BBB-/ Baa3  from
    Standard & Poor's and Moody's, respectively).


                                       11




                 [Logo of Cracker Barrel Old Country Store (R)]


                         Expanding Our Leading Franchise


                                       12




Financial Highlights

CRACKER BARREL OLD COUNTRY STORE

                                                                                           

                                                            FY 2000      FY 2001    FY 2002    FY 2003    FY 2004
- -----------------------------------------------------------------------------------------------------------------
Comparable Store Sales (Decrease)/Increase (Total) (1)       (0.1%)       3.8%        4.6%       0.3%      2.8%
- -----------------------------------------------------------------------------------------------------------------
Comparable Store Sales Increase (Restaurant) (1)              0.6%        4.6%        5.3%       0.5%      2.0%
- -----------------------------------------------------------------------------------------------------------------
Comparable Store Sales (Decrease)/Increase (Retail) (1)      (2.3%)       1.1%        2.3%      (0.4%)     5.3%
- -----------------------------------------------------------------------------------------------------------------
Comparable Stores (1)                                         326          376        414        430       445
- -----------------------------------------------------------------------------------------------------------------
Total Operating Weeks                                        21,676      23,049      23,187     24,308    25,501
- -----------------------------------------------------------------------------------------------------------------
Average Unit Volumes ($000's) Total (2)                      3,800        3,919      4,105      4,115      4,202
- -----------------------------------------------------------------------------------------------------------------
Average Unit Volumes ($000's) Restaurant (2)                 2,871        2,989      3,152      3,166      3,210
- -----------------------------------------------------------------------------------------------------------------
Average Unit Volumes ($000's) Retail (2)                      929          930        953        949        992
- -----------------------------------------------------------------------------------------------------------------
Average Check per Person (Comparable Restaurant)             $6.99        $7.19      $7.39      $7.54      $7.68
- -----------------------------------------------------------------------------------------------------------------
Average Daily Traffic (Restaurant) (3)                       1,128        1,142      1,172      1,154      1,148
- -----------------------------------------------------------------------------------------------------------------
Breakfast Sales as % of Total Restaurant Sales               21.8%        21.2%      21.3%      21.6%      21.8%
- -----------------------------------------------------------------------------------------------------------------
Lunch Sales as % of Total Restaurant Sales                   35.5%        36.0%      36.1%      36.5%      36.3%
- -----------------------------------------------------------------------------------------------------------------
Dinner Sales as % of Total Restaurant Sales                  42.7%        42.8%      42.6%      41.9%      41.9%
- -----------------------------------------------------------------------------------------------------------------
Retail Sales as % of Total Sales                             24.5%        23.7%      23.2%      23.1%      23.6%
- -----------------------------------------------------------------------------------------------------------------
Average Sales per Square Foot (Retail) (4)                    $442        $443        $454       $452      $472
- -----------------------------------------------------------------------------------------------------------------
Average Sales of Top 10% of Comp Stores ($000's)(5)          $5,281      $5,580      $5,655     $5,604    $5,698
- -----------------------------------------------------------------------------------------------------------------
Hourly Turnover Rate (6)                                      161%        151%        128%       113%      113%
- -----------------------------------------------------------------------------------------------------------------
Managerial Turnover Rate (7)                                 31.8%        25.2%      22.6%      22.9%      22.5%
- -----------------------------------------------------------------------------------------------------------------




(1) Comparable  stores are those open at least 18 months at the beginning of the
year
(2) AUV = Sales / Operating Weeks x 52
(3) AUV / Check / 364
(4) Average unit retail sales / 2,100  square feet of retail  selling  space per
store
(5) Average  total sales for top 10% of  comparable  store group each year
ranked by total  sales  volume
(6) Total  hourly  store  employees  terminating
employment  / 12-month  average  total hourly  store  employees
(7) Total  store managers terminating  employment / 12-month average total store
managers

See Appendix for reconciliation to GAAP financials


                                       13




                 Description of Cracker Barrel Old Country Store
                 -----------------------------------------------

Over its 35-year history, Cracker Barrel Old Country Store(R) ("Cracker Barrel")
has become one of the most  recognized and highly  differentiated  brands in the
restaurant  industry  with a  dominant  position  along the  interstate  highway
system.  Cracker  Barrel  represents  by far the  largest  component  of  CBRL's
business, accounting for 86.5% of total revenue in FY 2004.

Each  Cracker  Barrel  location  features  an old country  store style  building
decorated with authentic  antiques and country  furnishings as well as nostalgic
items  reminiscent  of and  similar  to those  found  and sold in days  gone by.
Cracker  Barrel  locations  are highly  complex  operations  integrating  a high
volume,  high table-turn  restaurant  with a successful  retail shop. The retail
shop alone  generated  nearly half a billion  dollars in systemwide  sales in FY
2004 by catering to the needs of a "captive" base of restaurant guests.

The restaurants offer home-style  country cooking featuring Cracker Barrel's own
recipes    emphasizing    authenticity   and   quality.    The   menu   features
made-from-scratch  products prepared from high-quality ingredients at affordable
prices,  and the popular  breakfast  menu is served all day long.  In  addition,
Cracker  Barrel  periodically  features  off-menu  specials to enhance  customer
interest and identify  potential future additions to the menu. In 2004,  Cracker
Barrel introduced a new menu which included daily dinner features priced at only
$7.99 that showcase a popular  dinner  entree for each day of the week.  The new
menu also  introduced  a  low-carbohydrate  section  in both its  breakfast  and
lunch/dinner menus.

The Company  believes that the  combination of restaurant and retail provides an
important  source of  differentiation  for the Cracker Barrel brand.  The retail
shop,  which occupies  approximately  2,100 square feet of  merchandise  selling
space,  provides a place for restaurant  guests to wait and an  opportunity  for
Cracker Barrel to add sales while guests wait,  similar to the bar/waiting  area
at a casual dining restaurant. Most retail customers are also restaurant guests,
with less than 0.5% of retail sales made to  "destination"  shoppers who are not
using  the  restaurant.  Each  retail  shop has  2,500-3,000  SKU's on  display,
including  a mix of  year-round  and  seasonal  products.  The  Company has been
expanding its  merchandise  lines to include more  impulse-oriented  products at
lower average price points.  Management  believes  Cracker Barrel's annual sales
average of $472 per square foot of retail  selling space  compares  favorably to
other  specialty  retailers.  With an average of between  1,100 and 1,200 dining
guests per day being served in each Cracker Barrel store,  the Company's goal is
to build retail sales as a percentage of total sales by increasing the frequency
of purchase by this "captive audience."

Leveraging  its  dominant  interstate  presence,  Cracker  Barrel  uses  outdoor
advertising as its primary advertising medium to reach travelers and tourists as
well as local  customers on the highway.  Cracker  Barrel is the  second-largest
user of billboards for restaurant  companies in the country and is in the top 10
of  billboard  users  overall.  Outdoor  advertising  represents  about  60%  of
advertising expenditures.  The Company also uses other types of media, including
radio and print, to increase brand awareness and build brand loyalty.


                                       14




Sales Highlights


           [See accompanying PDF file, pg.15 for graphs of Comparable
                   Restaurant Sales & Comparable Retail Sales]


                                       15




                 [See accompanying PDF file, pg.16 for graph of
                       Retail Sales per Restaurant Guest]


Cracker Barrel Recognized As Consumer Favorite
- ----------------------------------------------

Cracker  Barrel  has  been  consistently  recognized  as  a  consumer  favorite,
receiving awards for customer satisfaction and quality including:

o    "Best in Family  Dining"  by  Restaurants  and  Institutions  Magazine - 14
     consecutive years;  topped survey in overall score and five of eight family
     dining  categories:  menu  variety,  value,  service,  atmosphere  and good
     reputation; second in cleanliness and food quality and third in convenience
o    "Highest Overall Satisfaction Among Family Restaurants" (2004) - J.D. Power
     & Associates  initial  survey  of  customer satisfaction in the  restaurant
     industry
o    "Chain  of the  Year"  (2003)  by  Restaurant  Hospitality  Magazine
o    "Best Restaurant  Chain" by Destinations Magazine  - 10  consecutive  years
o    "Best  Restaurant  for  Tour  Groups"  by  American  Bus  Association  - 10
     consecutive years
o    "Welcome Mat Award as Best Restaurant in America"  by the Good Sam Club - 3
     consecutive years

Cracker Barrel has been successful generating comparatively high levels of trial
among  consumers who are aware of the brand,  even though  Cracker Barrel spends
significantly  less on  advertising  than many of its casual  and family  dining
peers.  In addition,  Cracker Barrel has a very high ratio of converting  triers
into current  users.  These facts  demonstrate  the strong appeal of the Cracker
Barrel brand.

Another  testament to the popularity of the concept is the fact that in 35 years
of operation and with over 500 openings,  only eight  locations have been closed
because of poor sales prospects  without being relocated within the same general
market  area.  Another  location  was not  rebuilt  after being  destroyed  by a
tornado.


                                       16




                 [See accompanying PDF file, pg.17 for charts on
                    Consumer Choice and Consumer Conversion]


                                       17




       [See accompanying PDF file, pg.18 for chart on Consumer Conversion]


Development Plans
- -----------------

Cracker Barrel's locations are concentrated in the Southeast and Midwest,  which
are considered its core markets.  The Company's current new store development is
focused in these  markets  and  reflects a strategy  to  increase  its  dominant
presence  along the  interstates.  Current  plans are to  expand  the  number of
Cracker Barrel stores by approximately 5% annually.  We presently  believe there
is the  potential  to expand in the  future to more than  1,000  Cracker  Barrel
locations  without  development of the West Coast,  which the Company has yet to
evaluate.  The Company has  implemented a limited land banking  strategy to help
secure high demand, premium sites in support of its moderate growth plans.

Cracker  Barrel's  management uses a rigorous  process to approve  potential new
store sites for construction. Detailed information about a proposed site and the
market  surrounding it is gathered and evaluated.  A proprietary  site selection
model has been developed for Cracker Barrel based on the performance of existing
Cracker  Barrel  stores,  and inputs  for the model are  updated  annually.  The
Company  develops  and  uses  an  internal-rate-of-return   hurdle  to  evaluate
discounted cash flow  expectations  for each site. The Company has a real estate
committee,  consisting of executives from the primary  functional  areas and the
holding  company that meets,  discusses  and approves each new site before it is
acquired.  Several key members of the committee  also visit new sites as part of
the process for projecting sales before approval.


                                       18




        [See accompanying PDF file, pg.19 for map of store locations and
              chart of Real Estate Development Annual Unit Growth]


                                       19




                        Focused Real Estate Development
                              Build-Out Potential
                                                                        
                                        Interstate   Off Interstate   Destination   TOTAL
A) Year-End FY 2004 Store Count            439            50               15        504
- -----------------------------------------------------------------------------------------
  New Store Development
  ---------------------
  Core Markets                             122           106                3        231
  Development Markets                      162           101                9        272
                                        -------------------------------------------------
B) Total New Store Potential               284           207               12        503
- -----------------------------------------------------------------------------------------
TOTAL BUILD-OUT POTENTIAL*                 723           257               27      1,007
                                        =================================================



* As of 6/25/04


Unit Economics
- --------------

The current Cracker Barrel store prototype is  approximately  10,000 square feet
including approximately 2,100 square feet of retail gift shop selling space. The
prototype  has 194 seats in the  restaurant.  Based on recent and  projected new
store  development,  the average cost for approximately 2.5 acres of land for an
average  purchased  site  for a new  Cracker  Barrel  store  is  expected  to be
approximately  $900,000  (and  generally  expected  to range  between  less than
$600,000 to $1.3 million). Development costs of a new restaurant are expected to
be  approximately  $2,450,000,  including  furniture,  fixtures and equipment of
approximately $630,000. Individual site costs, however, can vary materially from
these estimates depending on local real estate, site and construction conditions
(and  generally  are expected to range  between  $2.1 million and $3.0  million,
excluding land). In addition, approximately $315,000 is budgeted for pre-opening
expenses.  The Company  typically  projects that a new Cracker Barrel store will
generate annual sales of approximately $4,100,000 to $4,200,000 and mature store
direct  operating  cash  flow  margin  of  approximately  20% of sales  (see the
Appendix  for  reconciliation  to a  comparable  GAAP  measure).  There are many
uncertainties in projecting new store investment and operating performance,  and
there can be no assurance that actual  results,  either  individually  or in the
aggregate,  will achieve projected results. The Company's plans reflect a higher
percentage of purchased land than leased land for the near future.

Cracker  Barrel  believes  it  has  another  unique  strength  in  the  inherent
timelessness of its concept.  Because it is intended to evoke memories of a time
gone by and an old country store,  the facility does not need periodic  remodels
to  refreshen  or update the  concept  that are  typically  necessary  with some
restaurant  concepts.  In recent  years,  less than $35  million  of repair  and
replacement capital expenditures has been needed annually.

The prototype can handle a very high level of guest  traffic.  Although  Cracker
Barrel's  guest traffic is among the highest in our industry,  at 1,100 to 1,200
guests on average per day, the top 10% of stores have more than 35% higher sales
than an average  store.  Additionally,  the  highest  volume unit in FY 2004 had
restaurant  sales  nearly 70% above an  average  store,  all with  substantially
similar kitchens and dining room facilities.


                                       20




Cracker Barrel Guest Profile
- ----------------------------

Guest  occasions  at Cracker  Barrel tend to skew  towards  guests that visit at
least once per month, and more than 40% of visits are travel-related, especially
among lighter  frequency  users.  Compared with all  full-service  guests in the
restaurant  industry,  Cracker Barrel's guests tend to have higher education and
income levels.


                 [See accompanying PDF file, pg.21 for chart on
                           Cracker Barrel Guest Usage]


                          Cracker Barrel Guest Profile


                                          All Full      Cracker Barrel
                                       Service Guests       Guests
- --------------------------------------------------------------------------------
Average Age (Years)                          47               48
  % Ages 35-49                               27%              26%
  % Ages 50-64                               25%              27%

Average Household Income ($000's)           $46              $48

% With At Least College Degree               39%              41%

% With Children                              35%              31%
- --------------------------------------------------------------------------------
Source: FY 2004 Cracker Barrel Awareness & Usage Study


                                       21




Training and Development Focus
- ------------------------------

Cracker  Barrel views  training and  development of employees at all levels as a
critical investment to ensure successful  execution of its complex and demanding
store operations. Hourly training and development is particularly important. The
Company's hourly PAR (Personal Achievement Responsibility) program is central to
its efforts to train and motivate hourly store employees. The PAR program, which
has been in use since the late 1970's,  has four achievement  levels within each
skill-position,  with testing at each level to develop and  document  increasing
proficiency in skills.  The opportunity to advance through the levels is coupled
with the  opportunity to increase  wages and qualify for  additional  healthcare
benefits,  and  ultimately  upon reaching PAR IV (the highest  level)  employees
qualify  for the same  healthcare  benefits as company  executives.  The Company
believes  that  a  core  of  experienced  hourly  employees,  especially  PAR IV
employees,  is  critical  to  consistent  execution  of  store  operations.  The
Company's annualized turnover among PAR IV employees was only 26% in FY 2004. To
facilitate  training in its  stores,  Cracker  Barrel has an  Employee  Training
Coordinator  in each store  whose role is  dedicated  to training  hourly  store
employees.  A typical store also has a dedicated  training center. The Company's
annualized  turnover  rate for all hourly store  employees has been falling over
the past five years from 161% in FY 2000 to 113% in FY 2004.

Retail Distribution Center
- --------------------------

Cracker Barrel has a single  distribution center for its retail products located
in Lebanon,  TN that  serves each of its more than 500 stores with one  delivery
per week.  Approximately  70% of Cracker  Barrel's  retail  products  are vendor
stocked and not distributed  through the distribution  center.  The distribution
center is currently 381,000 square feet and could be expanded by another 100,000
feet to meet the  needs of a  growing  store  base.  The  distribution  center's
inventory  system  receives  store  replenishment  orders   automatically,   and
state-of-the-art picking systems direct order fulfillment. Other facts about the
distribution center include:

o    Our  third-party  carrier  operates a dedicated fleet of 45 tractors and 90
     trailers making deliveries,  serving  approximately 100 routes per week and
     approximately 20% more during peak season
o    6.8 million miles driven annually for deliveries  and in support of inbound
     vendor shipments
o    Many trailers with Cracker Barrel logo, which are like moving billboards
o    Record pick 3.0 million  pieces in a week  during  October  2003
o    Upgraded sorter system being implemented with potential to more than double
     carton throughput capacity.


Bonus Plans
- -----------

Cracker  Barrel has incentive  compensation  plans to focus store  management on
achievement of financial objectives.  The primary components of store management
plans are directly linked to  improvements  in sales and operating  performance.
The Company awards 10% of store operating income, as defined,  to the management
team to foster an  ownership  mindset.  In  addition,  performance  bonuses  are
awarded for  achievement  of improved  sales  versus prior year and for reaching
food and labor  targets.  Cracker  Barrel  believes  that a strong  variable pay
component is important to attracting and retaining strong store management,  and
the Company targets 40% or more of total cash  compensation for general managers
and key field  leaders to be comprised of variable  pay  components.  Multi-unit
supervision  and regional vice presidents  also receive  incentive  compensation
based on performance of their units.

Corporate  management  incentive  compensation  plans  are  linked  directly  to
achievement of Company  financial  targets  including sales,  return on invested
capital,  operating income and operating margins.  In addition,  the Company has
long-term   incentive  plans  for  officers  and  has  adopted  share  ownership
guidelines for certain senior officers.


                                       22




Operating Improvement and Margin Expansion Opportunities

Cracker Barrel management believes the Company has a number of key opportunities
to improve operating performance,  expand operating margins, and improve returns
on invested capital.  As Cracker Barrel management works toward its objective of
continuous  incremental  improvement in returns on invested capital, it believes
that  expansion of operating  margins will be a key  component.  Cracker  Barrel
plans to focus on continuous  incremental  improvement in operating  margins and
strategic  implementation of processes and technologies that have been proven in
the restaurant and retail  industries but not  historically  utilized at Cracker
Barrel. Management currently believes its key opportunities include:

o    Ongoing product purchasing  initiatives  designed to optimize the number of
     product  vendors,   leverage  purchasing  volume,  minimize  logistics  and
     packaging costs,  and expand bid processes while  maintaining or increasing
     the quality of products
o    Leveraging  food-cost management  systems for production  planning and item
     level waste reporting to reduce food waste
o    Testing,  evaluation and implementation of retail  initiatives  designed to
     increase  retail  operations'  interaction  with  guests,  improve  product
     placement and  presentation  strategies and improve  traffic flow of guests
     through the retail shop
o    Increasing  retail  sales  as a  percent  of total  sales  by  implementing
     merchandising  and  retail  operations   strategies  designed  to  increase
     frequency of retail purchases by restaurant guests
o    Testing,  evaluation and  implementation  of restaurant  design and process
     re-engineering  initiatives  designed to decrease  wait and service  times,
     improve food quality and consistency and increase operating efficiency
o    Management  of  near-term   pressures  in  the  commodity   markets,   with
     approximately  67% of food  purchases  contracted for FY 2005 as of October
     2004 and an expectation for additional contracting to be completed
o    Ongoing  improvements in hourly store employee scheduling coupled with wage
     administration  initiatives  to moderate  average  hourly  restaurant  wage
     inflation  (non-tipped  hourly  restaurant wages increased only 0.3% in the
     fourth quarter of FY 2004)
o    Prudent  use of pricing  power from a strong brand position to  offset cost
     inflation effectively
o    Leveraging of comparable store sales increases.


Cracker Barrel Summary

o    Highly differentiated brand with a unique country-cooking theme and country
     store retail shop
o    High  guest  traffic,  and  retail  sales  from a  captive traffic  flow of
     restaurant guests
o    72% of locations owned (versus leased) as of the end of FY 2004
o    Generated strong cash flow from operations in excess of capital expenditure
     needs, with relatively modest capital expenditure needs for maintenance and
     replacement
o    Moderate annual unit growth rate  of approximately 5%; identified potential
     to double the size of the system
o    Objectives of continuous  incremental  improvement  in expanding  operating
     margins and  returns on  invested  capital  through  application  of proven
     industry techniques and practices and by leveraging the growth of retail


                                       23




                         [Logo of Logan's Roadhouse (R)]


                           Emerging Growth Opportunity


                                       24




Financial Highlights

LOGAN'S ROADHOUSE

                                                                                         

                                                        FY 2000     FY 2001     FY 2002     FY 2003     FY 2004
- ---------------------------------------------------------------------------------------------------------------
Comparable Store Sales Increase/(Decrease)(1)             3.2%      (1.1%)       2.4%        0.0%        4.8%
- ---------------------------------------------------------------------------------------------------------------
Comparable Stores (1)                                      25         40          59          71          83
- ---------------------------------------------------------------------------------------------------------------
Operating Weeks                                          3,165       3,906       4,238       4,792       5,353
- ---------------------------------------------------------------------------------------------------------------
Average Unit Volumes ($000) (2)                          $2,929     $2,856      $2,945      $2,965      $3,094
- ---------------------------------------------------------------------------------------------------------------
Average Check per Person (Comparable Restaurants)        $11.25     $11.40      $11.41      $11.61      $11.85
- ---------------------------------------------------------------------------------------------------------------
Average Daily Traffic (3)                                 717         690         711         703         719
- ---------------------------------------------------------------------------------------------------------------
Lunch Sales as % of Total Sales                          33.0%       33.6%       33.9%       34.9%       35.1%
- ---------------------------------------------------------------------------------------------------------------
Dinner Sales as % of Total Sales                         67.0%       66.4%       66.1%       65.1%       64.9%
- ---------------------------------------------------------------------------------------------------------------
Alcohol Sales as % of Total Sales                        10.0%       9.5%        9.1%        8.7%        8.4%
- ---------------------------------------------------------------------------------------------------------------
Average Sales of Top 10% of Comparable Stores(4)         $4,186     $4,003      $3,906      $3,864      $4,112
- ---------------------------------------------------------------------------------------------------------------
Hourly Turnover Rate(5)                                   144%       164%        138%        105%        104%
- ---------------------------------------------------------------------------------------------------------------
Managerial Turnover Rate(6)                              27.1%       27.1%       23.2%       18.4%       20.4%
- ---------------------------------------------------------------------------------------------------------------



(1) Comparable  stores are those open at least 18 months at the beginning of the
year
(2) AUV = Sales / Operating Weeks x 52
(3) AUV / Check / 363
(4) Average total sales for top 10% of  comparable  store group each year ranked
by  total  sales  volume
(5) Total  hourly  restaurant  employees  terminating
employment  / 12 month  average  total  hourly  restaurant  employees
(6) Total restaurant managers  terminating  employment / 12 month  average total
restaurant managers

See Appendix for reconciliation to GAAP financials


                                       25




Description of Logan's Roadhouse
- --------------------------------

Founded in 1991, Logan's Roadhouse(R)  ("Logan's") was acquired by CBRL in 1999.
Positioned in the roadhouse  segment of the  expanding  casual dining  industry,
Logan's  provides an emerging growth  opportunity for CBRL with upside potential
and sustained near-term 20% annual unit growth planned.

The  Logan's  concept is designed  to appeal to a broad  range of  customers  by
offering  generous  portions of  moderately-priced,  high quality food in a very
casual dining environment that is lively and entertaining. Logan's menu features
steaks, ribs, chicken, and seafood dishes in a distinctive  atmosphere.  Logan's
restaurants are generally  constructed of rough-hewn  cedar siding with bands of
corrugated  metal outlined in red neon.  Interiors are decorated with murals and
other  artifacts  depicting  scenes or billboard  advertisements  reminiscent of
American  roadhouses  of the 1930s and 1940s.  The menu  emphasizes  extra-aged,
hand-cut on-premises USDA choice steaks and signature dishes such as baked sweet
potatoes and  made-from-scratch  yeast rolls.  The relaxed and fun atmosphere is
enhanced by display cooking of grilled items, an old-fashioned  meat counter and
buckets of complimentary  roasted in-shell peanuts on every table,  which guests
are  encouraged  to enjoy and let the  shells  fall on the floor.  Logan's  also
serves alcoholic beverages, which represented less than 9% of sales in FY 2004.

A  new  leadership  team  was  formed  at  Logan's  during  FY  2004,  combining
experienced  leaders from outside the company with key leaders from the existing
Logan's  management  team. The focus of the leadership  team has been to enhance
operational execution, sharpen the brand positioning, enhance the menu with new,
"kickin" product offerings and develop a new restaurant  prototype.  Logan's has
also been  preparing  for an increased  rate of new unit  growth,  with plans to
achieve a 20% annual growth rate by the end of FY 2005.

Logan's has a small base of franchised units, consisting of 20 locations in four
states.  Growth is  anticipated to continue from the existing  franchisees,  and
there is the potential for franchisees in new markets in the future.


       [See accompanying PDF file, pg.26 for Comparable Store Sales chart]


                                       26




Leadership Team
- ---------------

During FY 2004, a new  leadership  team was formed for Logan's.  Tom Vogel,  who
joined  Logan's as president in August FY 2004,  brought a strong  background in
casual dining with experience in operations,  marketing and concept development.
He worked to combine key operations and support  leaders already at Logan's with
experienced  casual  dining  executives  from  outside  the  company  that added
expertise  in  other  important  functional  areas.  Key  additions  to the team
included  leaders  for real  estate and concept  development,  human  resources,
financial  analysis,  and the Company's  first-ever  senior director of food and
beverage.  In late FY 2004,  Logan's also announced its  partnership  with a new
advertising  agency of  record,  which  will  partner  with  Logan's  to develop
creative and advertising strategies to strengthen the Logan's brand.

Development Plans
- -----------------

Logan's  company-operated  locations are  concentrated in the South and Midwest,
and  there  is one  franchisee  operating  primarily  in the  Carolinas  and one
franchisee in California. Logan's growth plans focus on building new restaurants
to backfill existing markets,  increasing operational and marketing efficiencies
and growing brand awareness.  Following a period of more modest expansion as the
leadership team focused on operational  execution and brand sharpening,  Logan's
is  increasing  the unit growth rate with the goal of achieving  20% annual unit
growth by the end of FY 2005.  The Company  believes that the use of advertising
is an important strategic element of its growth plans, and Logan's expects to be
media efficient in approximately  half of its restaurants by the end of FY 2005,
and increasing that proportion in future years.

Logan's is  developing a new  restaurant  prototype  that  highlights  the brand
elements developed under the brand positioning  initiatives.  The new prototype,
which is also  expected  to be more  flexible  primarily  by  reducing  building
frontage and increasing kitchen layout efficiency,  is planned to be tested late
in FY 2005 or early FY 2006  for use in the  latter  part of FY 2006 for all new
units.  In the interim,  Logan's will continue to use the existing  prototype to
expand the Logan's  system to meet the strategic  objectives  of building  brand
awareness and marketing efficiencies in existing markets.  Logan's believes that
the existing  prototype can be readily adapted to incorporate key brand elements
of the new prototype,  and Logan's plans to test reimaging packages to introduce
these elements into the existing restaurant base.

Logan's  management  uses a rigorous  process to  approve  potential  new sites,
reflecting  many of the best practices  developed for Cracker  Barrel.  Detailed
information about a proposed site and the market  surrounding it is gathered and
evaluated.  The Company develops and uses an  internal-rate-of-return  hurdle to
evaluate  discounted cash flow  expectations  for each site.  Logan's has a real
estate committee, consisting of executives from the primary functional areas and
the holding  company,  who meet,  discuss and approve each new site before it is
acquired.  Several key members of the committee  also visit new sites as part of
the process for projecting sales before approval.


                                       27




              [See accompanying PDF file, pg.28 for map of Company
            Owned/Franchised Locations and Annual Unit Growth chart]


                                       28




Unit Economics
- --------------

The current Logan's restaurant prototype is approximately 8,000 square feet with
286 seats,  including  24 seats at the bar.  Based on recent and  projected  new
store  development,  the average cost for approximately 1.5 acres of land for an
average  purchased  site  for a new  Logan's  is  expected  to be  approximately
$1,050,000  (and generally  expected to range between less than $900,000 to $1.2
million). Development costs of a new restaurant are expected to be approximately
$2,050,000,   including  furniture,  fixtures  and  equipment  of  approximately
$550,000.  Individual  site  costs,  however,  can vary  materially  from  these
estimates depending on local real estate, site and construction  conditions (and
generally are expected to range between $1.9 million and $2.1 million  excluding
land). In addition, pre-opening expenses of approximately $145,000 are budgeted.
The Company  typically  projects  annual sales for a new Logan's  restaurant  of
approximately  $3,000,000 to  $3,100,000  and mature store  operating  cash flow
margin of approximately  22% of sales (see the Appendix for  reconciliation to a
comparable GAAP measure).  There are many  uncertainties in projecting new store
investment and operating performance,  and there can be no assurance that actual
results,  either  individually  or in  the  aggregate,  will  achieve  projected
results.  A new Logan's  prototype is under  development with an initial opening
expected  late in fiscal 2005 or early in fiscal 2006.  Regular  openings of the
new  prototype  are  expected to begin during  fiscal  2006,  and sales and cost
estimates  could vary in future months as the Company  constructs  and evaluates
units using the new prototype and its possible derivations.  The Company plans a
higher percentage of leased land than purchased land for the near future.


Logan's Guest Profile
- ---------------------

Logan's  guest  profile  reflects a  concentration  of frequent  users who visit
Logan's twice a month or more.  Annual household  incomes for Logan's guests are
primarily between $30,000 and $75,000, and there is a significant segment of the
customer base that describes itself as blue collar,  particularly among frequent
users.  With a comparably low average dinner check,  Logan's is positioned as an
affordable,  steakhouse for every day of the week with high quality, high appeal
offerings.


         [See accompanying PDF file, pg.29 for Value Proposition Chart]


                                       29




Bonus Plans

Logan's has  incentive  compensation  plans to focus  restaurant  management  on
achievement  of  financial  objectives.  The primary  components  of  restaurant
management  plans are linked  directly  to  achievement  of sales and  operating
performance targets.  Logan's plan is balanced between awards for achievement of
sales  and  operating  income  targets  and food  and  hourly  labor  management
standards.  Annual  special  awards  are made for  performance  above  sales and
operating  income  targets.  Logan's  believes that a  significant  variable pay
component  provides an important  incentive for achieving company objectives and
for  attracting  and  retaining   strong   restaurant   management.   Multi-unit
supervision  positions  and regional  vice  presidents  also  receive  incentive
compensations based on performance of their units.

Corporate  management  incentive  compensation  plans  are  linked  directly  to
achievement of Company financial targets. In addition, the Company has long-term
incentive plans for key officers and has adopted share ownership  guidelines for
certain senior officers.


Growth Opportunities
- --------------------

CBRL  and  Logan's  management  believe  that  Logan's  has  an  opportunity  to
contribute  significantly to growth in CBRL's revenue and operating profits over
time through  expansion and  successful  execution of Logan's brand  strategies.
Management believes the key opportunities for growth include:

o    Growth in comparable store sales through an ongoing  operational  execution
     focus, implementation of marketing and advertising strategies, and menu and
     product development initiatives
o    20% annual unit growth rate by the end of FY 2005
o    Enhanced alcohol offerings to build alcohol sales responsibly,  building on
     the introduction of Happy Hour, development of new signature drinks and the
     use of long neck beers as a key element of the brand image
o    Long-term  incremental margin improvements from leveraging sales growth and
     realizing other identified operating  efficiencies which are expected to be
     partly  offset in the  near-term by continued  pressure in the beef markets
     and over time by an increase in advertising spending
o    Growth from franchised  operations as existing franchisees continue to open
     new units and,  potentially,  through the  addition of  franchisees  in new
     markets in the future.


Logan's Summary
- ---------------

o    Well-positioned roadhouse  concept with broad appeal and significant growth
     potential in the casual dining segment
o    New leadership team implementing brand strengthening strategies
o    Annual  unit growth rate  increasing to 20% by the end of FY 2005; focus on
     backfilling markets to build operating and marketing efficiencies
o    New prototype  development underway for testing late in FY 2005 or early FY
     2006
o    Objectives of sustained  expansion and improved returns on invested capital
     through leveraging comparable store sales growth,  achieving increased unit
     growth rate,  managing  near-term  commodity  market pressures and evolving
     business model to provide strong marketing and advertising  support for the
     brand


                                       30




CBRL Group, Inc.
Table: Selected Financial Data
(in thousands, except per share data and percentages)

                                                                                                  

       Fiscal Years Ended        July 28     FY 2000      August 3     FY 2001      August 2     August 1     July 30     FY 2004
                                   2000      Proforma       2001       Proforma       2002         2003         2004      Proforma
                                               (a)                     (b) (c)                                              (d)
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Statement Highlights
- ------------------------------------------------------------------------------------------------------------------------------------
Total revenue                   $1,777,119   $1,777,119   $1,967,998   $1,967,998   $2,071,784   $2,198,182   $2,380,947  $2,380,947
- ------------------------------------------------------------------------------------------------------------------------------------
Store operating income             218,252      224,066      213,607      235,752      264,452      295,967      311,625     311,625
- ------------------------------------------------------------------------------------------------------------------------------------
    % of Total Revenue               12.3%        12.6%        10.8%        12.0%        12.8%        13.5%        13.1%       13.1%
- ------------------------------------------------------------------------------------------------------------------------------------
General and administrative         95,289        92,511      102,541      102,051      115,152      121,886      126,489     121,279
- ------------------------------------------------------------------------------------------------------------------------------------
    % of Total Revenue               5.4%          5.2%         5.2%         5.2%         5.6%         5.6%         5.3%        5.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Amortization of goodwill            3,994         3,994       14,370        3,942           --           --          --           --
- ------------------------------------------------------------------------------------------------------------------------------------
Operating income                  118,969       127,561       96,696      129,759      149,300      174,081      185,136     190,346
- ------------------------------------------------------------------------------------------------------------------------------------
     % of Total Revenue              6.7%          7.2%         4.9%         6.6%         7.2%         7.9%         7.8%        8.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Interest expense, net              24,264        24,264       12,232       12,232        6,769        8,819        8,439       8,439
- ------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes         94,705       103,297       84,464      117,527      142,531      165,262      176,697     181,907
- ------------------------------------------------------------------------------------------------------------------------------------
Provision for income taxes         35,707        38,947       35,283       43,873       50,742       58,733       63,435      65,305
- ------------------------------------------------------------------------------------------------------------------------------------
Net income                        $58,998       $64,350      $49,181      $73,654      $91,789     $106,529     $113,262    $116,602
- ------------------------------------------------------------------------------------------------------------------------------------
Net income per diluted share (e)    $1.02         $1.11        $0.87        $1.30        $1.64        $2.09        $2.25       $2.31
- ------------------------------------------------------------------------------------------------------------------------------------
Diluted weighted average shares
      shares outstanding           58,041                     56,799                    56,091       50,998       50,370
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends declared per share        $0.01                      $0.02                     $0.02        $0.02        $0.33
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Balance Sheet Highlights
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents         $13,865                    $11,807                   $15,074      $14,389      $28,775
- ------------------------------------------------------------------------------------------------------------------------------------
Working capital                   (25,079)                   (37,049)                  (54,245)     (70,655)     (43,742)
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets                    1,335,101                  1,212,955                 1,263,831    1,326,323    1,434,862
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term debt                    292,000                    125,000                   194,476      186,730      185,138
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities                 506,131                    366,847                   480,837      531,427      554,615
- ------------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity              828,970                    846,108                   782,994      794,896      880,247
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Cash Flow Highlights
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Provided by Operating       $160,247                   $147,859                  $196,277     $240,586     $200,365
Activities
- ------------------------------------------------------------------------------------------------------------------------------------
Purchase of Property and          138,032                     91,439                    96,692      120,921      144,611
Equipment
- ------------------------------------------------------------------------------------------------------------------------------------
Share Repurchases                  21,104                     36,444                   216,834      166,632       69,206
- ------------------------------------------------------------------------------------------------------------------------------------
Proceeds from Exercise of
    Stock Options                     530                      5,155                    53,103       59,649       50,210
- ------------------------------------------------------------------------------------------------------------------------------------
Return Highlights
- ------------------------------------------------------------------------------------------------------------------------------------
Return on Invested Capital (f)       6.7%          7.1%         5.8%         7.8%         9.9%        11.5%        11.6%       11.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Return on Equity (g)                 7.3%          7.9%         5.9%         8.8%        11.3%        13.5%        13.5%       13.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Return on Assets (h)                 5.7%          6.1%         4.8%         6.4%         7.8%         8.7%         8.6%        8.8%
- ------------------------------------------------------------------------------------------------------------------------------------



See Appendix for reconciliation to GAAP financial disclosures

(a) The Company recorded charges of $8,592 before taxes, principally as a result
of management changes and the resulting refocused operating  priorities.  Before
the effect of these charges,  net income would have been $64,350 and diluted net
earnings per share would have been $1.11.
(b) The Company  recorded  charges of $33,063  before  taxes,  principally  as a
result of exiting its Carmine Giardini's business,  closing four Cracker Barrels
and three Logan's  Roadhouse units, and accruing for the proposed  settlement of
litigation.  Before the  effect of these  charges,  net  income  would have been
$73,654 and diluted net earnings per share would have been $1.30.
(c) The  Company's  fiscal  year ends on the Friday  nearest  July 31st and each
quarter consists of 13 weeks unless noted  otherwise.  The Company's fiscal year
ended August 3, 2001 consisted of 53 weeks and the fourth quarter of fiscal 2001
consisted of 14 weeks.
(d) The  Company  recorded  a charge  of  $5,210  before  taxes in  general  and
administrative expense related to a settlement of litigation.  Before the effect
of this charge, net income would have been $116,602 and diluted net earnings per
share would have been $2.31.
(e) Diluted net income per share not restated to reflect  adoption of EITF -04-8
(Effect of  Contingently  Convertible  Instruments on Diluted EPS)
(f) Return on Invested Capital = After-Tax Operating Income / Average  beginning
and ending Long-Term  Debt +  Shareholders'  Equity
(g) Return on Equity = Net Income / Average beginning and  ending  Shareholders'
Equity
(h) Return on Assets = After-tax Operating Income / Average beginning and ending
Total Assets


                                       31




                                    APPENDIX


                                       32




Reconciliation of non-GAAP financials to GAAP disclosures
- ---------------------------------------------------------

Effects of Charges
- ------------------

As reported in the  Company's  annual  consolidated  financial  statements,  the
Company  has taken  certain  charges  to  earnings.  Since  these  charges  were
considered  infrequent  in nature and related to changes  undertaken  as part of
changes in focus and  priorities,  or to settle  long-standing  litigation,  the
Company is showing net income and diluted net income per share results excluding
the  effects of these  charges  to improve  the  comparability  of  year-to-year
results.  Reconciliation for the effect of charges on each of the GAAP financial
disclosures to the non-GAAP  financials  used in this  supplemental  analysis is
shown below,  and more detail of these charges may be found in the  consolidated
financial statements of the Company for the respective years.

FY 1996 Charges
- ---------------

In FY 1996, the Company incurred charges related to the closure of three Cracker
Barrel stores and  discontinuance  of the Cracker Barrel Corner Market  concept.
The charges totaled $14.2 million before taxes and $8.8 million after the effect
of income taxes.

($ millions)                       Net Income       Diluted Net Income Per Share
                                   ----------       ----------------------------
GAAP Financial Disclosure            $63.5                     $1.04
Add back effect of Charges             8.8                     $0.15
                                    ------                     -----
Non-GAAP Financial Measure           $72.3                     $1.19

FY 2000 Charges
- ---------------

In FY 2000,  the Company  incurred  charges  related to  management  changes and
refocused  operating  priorities.  Charges totaled $8.6 million before taxes and
$5.4 million after the effect of income taxes.

($ millions)                       Net Income       Diluted Net Income Per Share
                                   ----------       ----------------------------
GAAP Financial Disclosure            $59.0                   $1.02
Add back effect of Charges             5.4                   $0.09
                                    ------                   -----
Non-GAAP Financial Measure           $64.4                   $1.11

FY 2001 Charges
- ---------------

In FY 2001,  the  Company  incurred  charges  related to  discontinuance  of its
Carmine  Giardini's  Gourmet  Market  business  as well as the  closure  of four
Cracker Barrel stores and three Logan's  Roadhouse  restaurants,  and an accrual
for proposed  settlement of  litigation.  Charges  totaled $33.1 million  before
taxes and $24.5 million after the effect of income taxes.

($ millions)                   Net Income           Diluted Net Income Per Share
                               ----------           ----------------------------
GAAP Financial Disclosure         $49.2                        $0.87
Add back effect of Charges         24.5                        $0.43
                                  -----                        -----
Non-GAAP Financial Measure        $73.7                        $1.30

FY 2004 Charges
- ---------------

In FY 2004,  the Company  incurred a charge  related to a settlement  of certain
lawsuits  against the Company's  Cracker Barrel  subsidiary.  The charge totaled
$5.2 million before taxes and $3.3 million after the effect of income taxes.

($ millions)                   Net Income           Diluted Net Income Per Share
                               ----------           ----------------------------
GAAP Financial Disclosure        $113.3                       $2.25
Add back effect of Charges          3.3                       $0.06
                                 ------                       -----
Non-GAAP Financial Measure       $116.6                       $2.31


                                       33




Total "Indebtedtness" to Total Capitalization
- ---------------------------------------------
The  Company  uses a  non-GAAP  measure of  indebtedness  to total  capital  for
internal  purposes.  Since many companies in the restaurant and retail  industry
make  significant  use of real  estate  operating  leases  to  finance  land for
locations,  the  Company  believes  that use of a measure  that  reflects  these
obligations   provides  a  more   complete   representation   of  the  Company's
indebtedness  as a  target  for its  capital  structure.  Reconciliation  to the
GAAP-derived Total Debt to Total Capitalization ratio is provided below.

                                                                                         

($ millions)
GAAP-Derived Financial                                    FY 00       FY 01       FY 02       FY 03        FY 04
- -----------------------                                   -----       -----       -----       -----        -----
Balance Sheet Long-Term Debt                             $292.0      $125.0      $194.5      $186.7       $185.1
Total Stockholders'Equity                                 829.0       846.1       783.0       794.9        880.2
                                                          -----       -----       -----       -----        -----
Total Capitalization                                   $1,121.0      $971.1      $977.5      $981.6     $1,065.3
Memo:  Average of Beginning                            $1,112.0    $1,046.1      $974.3      $979.6     $1,023.5
       And End of Fiscal Year
Total Debt to Total Capitalization                        26.0%       12.9%       19.9%       19.0%        17.4%


($ millions)
Non-GAAP Measures                                         FY 00       FY 01       FY 02       FY 03        FY 04
- ------------------                                        -----       -----       -----       -----        -----
Balance Sheet Long-Term Debt                             $292.0      $125.0      $194.5      $186.7       $185.1
Capitalized Operating Leases*                              68.5       206.8       215.5       237.1        254.5
                                                           ----       -----       -----       -----        -----
Total "Indebtedness"                                      360.5       331.8       410.0       423.8        439.6
Total Stockholders'Equity                                 829.0       846.1       783.0       794.9        880.2
                                                         ------       -----       -----       -----        -----
Total Capitalization                                   $1,189.5    $1,177.9    $1,193.0    $1,218.7     $1,319.8
Memo:  Average of Beginning                            $1,166.2    $1,183.7    $1,185.5    $1,205.9     $1,269.3
       And End of Fiscal Year
Total Indebtedness to Total Capitalization                30.3%       28.2%       34.4%       34.8%        33.3%



 *8 times last 12 months' rent expense,  excluding  shorter-term  billboard rent
(as  disclosed  in  the  Company's  financial  statements)  to  approximate  the
capitalized value of long-term operating lease obligations.

EBITDA
- ------

The Company uses EBITDA  (Earnings  Before  Interest,  Taxes,  Depreciation  and
Amortization) as a measure of operating  performance  exclusive of the impact of
capital  structure,  the  relative  age of asset base and how those  assets were
acquired,  and the  effect  of  depreciation  accounting  methods.  The  Company
believes  EBITDA,  in conjunction  with other GAAP and non-GAAP  measures,  is a
meaningful  measure for evaluating and comparing the results of operations  over
time after removing the factors noted above.

Reconciliation of EBITDA to Operating  Income,  the comparable GAAP measures are
shown below.

                                                                            
($ millions)
                                               FY 00       FY 01       FY 02       FY 03        FY 04
                                               -----       -----       -----       -----        -----
Operating Income                              $119.0       $96.7      $149.3      $174.1       $185.1
Write-off of Goodwill                                       10.4
Depreciation and Amortization                   65.2        64.9        62.8        64.4         63.9
                                                ----        ----        ----        ----         ----
EBITDA                                        $184.2      $172.0      $212.1      $238.5       $249.0


                                        Pro Forma(a)    Pro Forma(b)                      Pro Forma(c)
                                              FY 00           FY 01                             FY 04
                                              -----           -----                             -----
Pro Forma Operating Income                   $127.6          $129.8                            $190.3
Depreciation and Amortization                  65.2            64.9                              63.9
                                               ----            ----                              ----
Pro Forma EBITDA                             $192.8          $194.7                            $254.2




(a) Operating  income  excludes  $8.6  million  (before  tax) effect  of charges
described above
(b) Operating  income  excludes  $33.1  million  (before tax)  effect of charges
described  above
(c) Operating  income  excludes  $5.2  million  (before tax)  effect  of  charge
described above


                                       34






Store-Level Operating Cash Flow
- -------------------------------

Store-level operating cash flow is a measure that the Company uses internally as
a measure of direct operating  performance at the store level,  exclusive of the
impact of the  relative  age of asset base and how those  assets  were  acquired
(e.g., leased vs. owned), the effect of depreciation accounting methods, and the
effect of indirect or allocated  expenses  (e.g.,  the cost of multi-unit  store
supervision).  Because the Company does not report  individual store performance
with an  allocation  of indirect  costs there is not a  comparable  GAAP measure
other than the consolidated results of operation, in which these indirect costs,
location rent as opposed to billboard  rent,  and  depreciation  are  additional
deductions from sales used in calculating store operating income, a consolidated
GAAP  measure.  Also,  store  operating  income as reported in the  consolidated
financial statements includes franchise revenues which also are not allocated in
the calculation of store level operating cash flow.


Free Cash Flow
- --------------

Free cash flow is a  GAAP-derived  measure that the Company uses  internally  to
evaluate its cash-generating performance. Derivation of the measure is described
on the related  slides.  It reflects cash provided by operating  activities less
outlays for purchase of property and equipment and dividend payments.  Free cash
flow is a  measure  of net  cash  available  for  other  purposes  such as share
repurchases.


After-Tax Operating Income
- --------------------------
                                                                           


($ millions)
                                               FY 00       FY 01       FY 02       FY 03        FY 04
                                               -----       -----       -----       -----        -----
Operating Income                              $119.0       $96.7      $149.3      $174.1       $185.1
Less taxes at effective tax rate                44.9        36.1        53.2        61.8         66.4
                                                ----        ----        ----        ----         ----
After-Tax Operating Income                     $74.1       $60.6       $96.1      $112.3       $118.7


                                        Pro Forma(a)    Pro Forma(b)                      Pro Forma(c)
                                              FY 00           FY 01                             FY 04
                                              -----           -----                             -----
Pro Forma Operating Income                   $127.6          $129.8                            $190.3
Less taxes at effective tax rate               48.1            48.4                              68.3
                                               ----            ----                              ----
Pro Forma After-Tax Operating Income          $79.5           $81.4                            $122.0



(a) Operating  income  excludes  $8.6  million  (before  tax) effect  of charges
described above
(b) Operating  income  excludes  $33.1  million  (before tax)  effect of charges
described  above
(c) Operating  income  excludes  $5.2  million  (before tax)  effect  of  charge
described above


                                       35