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):
                      September 9, 1998
                              
                          _________
                              
            CRACKER BARREL OLD COUNTRY STORE, INC
   (Exact name of Registrant as specified in its Charter)
                              
                              
                          Tennessee
                  (State of Incorporation)
                              
                              
     0-7536                                  62-0812904
(Commission File No.)                   (IRS Employer
                                        Identification No.)


305 Hartmann Drive, Lebanon, Tennessee          37087
(Address of Principal Executive Offices)      (Zip Code)

                          _________

     Registrant's telephone number, including area code:
                              
                       (615) 444-5533


Item 5.  Other Events.

     The registrant, at its option, reports the following
information which is not otherwise called for by this form, that
the registrant deems may be of importance to security holders:

     On September 9, 1998, the registrant announced a
     stock repurchase program involving up to 3,000,000
     shares of its capital stock.  The full text of the
     registrant's press release is attached as Exhibit 1.
     
Item 7.  Financial Statements and Exhibits.

(c)  Exhibit

     (99) Press Release dated September 9, 1998 - Cracker Barrel
          Old Country Store, Inc. Announces Fiscal Year End
          Results
     
     
                         SIGNATURES

     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.

                        CRACKER BARREL OLD COUNTRY STORE, INC.
                                        (Registrant)
                                        
Date: September 14, 1998           By:/s/James F. Blackstock
      __________________              ______________________
                                      James F. Blackstock
                                      VP, General Counsel,
                                      Secretary


                        
                              

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                                        Contact: Michael A. Woodhouse
                                                 Chief Financial Officer


                 CRACKER BARREL OLD COUNTRY STORE, INC.
                    ANNOUNCES FISCAL YEAR-END RESULTS
                                    
           BOARD APPROVES 3 MILLION SHARE STOCK BUYBACK

     Lebanon, Tennessee (September 9, 1998) - Cracker Barrel Old Country
Store,  Inc.  (Nasdaq:NM/CBRL) today announced record  results  for  its
fiscal year ended July 31, 1998.

      Net sales for fiscal 1998 were $1,317.1 million compared with  net
sales  of  $1,123.9 million in fiscal 1997.  Pre-tax income  was  $164.7
million  compared with $137.5 million last year.  Net income was  $104.1
million,  or $1.65 per share (diluted), compared with $86.6 million,  or
$1.41 per share (diluted), last year.

      Net  sales for the fourth quarter ended July 31, 1998, were $365.2
million  compared with net sales of $322.0 million in the fourth quarter
last  year.   Pre-tax  income  was $55.9  million  compared  with  $48.9
million.   Net  income was $35.4 million, or $0.56 per share  (diluted),
compared with $31.2 million, or $0.51 per share (diluted).

      Commenting  on  the  results, Dan W.  Evins,  chairman  and  chief
executive  officer,  said,  "Comparable 52-week  same  store  restaurant
sales  for  fiscal  1998  increased 1.6%, and same  store  retail  sales
increased  2.5% for a combined increase of 1.8%.  In the fourth  quarter
of fiscal 1998, comparable 13-week same store restaurant sales decreased
0.3% and same store retail sales were down 2.6%, for a combined decrease
of  0.8%.  Sales from new stores accounted for the balance  of  the  net
sales increase in both periods.

      "In  fiscal 1998, we opened 50 new Cracker Barrel stores  bringing
the  total stores open at fiscal year end to 357.  As of July 31,  1998,
we had stores in 35 states which included the addition of Idaho, Montana,



Nebraska, and New Jersey in the fiscal year. Our  plan  is  to  open  50
new Cracker Barrel stores  in  fiscal  1999, including new stores in the
states of Massachusetts and Nevada, which will bring the total number of
stores to 407 at the end of the year.  In addition, we plan to open  two
Carmine's Gourmet Markets."

      The  Company  also  announced that  the  Board  of  Directors  has
authorized the repurchase of up to 3 million shares of Cracker  Barrel's
common  stock.   This will allow the Company to repurchase approximately
5% of the 62.5 million shares outstanding.  The purchases are to be made
from  time to time in the open market at prevailing market prices.   One
effect  of the share repurchase will be to minimize dilution to existing
shareholders as shares are issued under the Company's Stock Option Plan.

      Except  for specific historical information, the matters discussed
in this press release are forward-looking statements that involve risks,
uncertainties  and  other  factors which may cause  actual  results  and
performance  of  Cracker  Barrel  Old  Country  Store,  Inc.  to  differ
materially from those expressed or implied by such statements.   Factors
which  will affect actual results include, but are not limited  to:  the
availability and costs of acceptable sites for development; the  ability
of  the  Company  to  recruit  and train  restaurant  personnel  in  its
expansion locations; the acceptance of the Cracker Barrel concept as the
Company  continues  to  expand  into new geographic  regions;  continued
successful  development of new and regional menu items;  changes  in  or
implementation  of  additional governmental rules and  regulations;  and
other factors described from time to time in the Company's filings  with
the  Securities  and  Exchange  Commission,  press  releases  and  other
communications.

      Headquartered  in Lebanon, Tennessee, Cracker Barrel  Old  Country
Store, Inc. currently operates two Carmine's Gourmet Markets located  in
Florida  and  361  Cracker Barrel stores located in Tennessee,  Florida,
Georgia,  Texas,  North  Carolina,  Ohio,  Illinois,  Indiana,  Alabama,
Kentucky,   Michigan,  Virginia,  Missouri,  South  Carolina,   Arizona,
Louisiana, Mississippi, Pennsylvania, New York, West Virginia, Oklahoma,
Kansas,  Arkansas,  Colorado, Wisconsin, Iowa,  Minnesota,  New  Mexico,
Utah, Maryland, Connecticut, Idaho, Montana, Nebraska, and New Jersey.




                 CRACKER BARREL OLD COUNTRY STORE, INC.
           CONSOLIDATED CONDENSED INCOME STATEMENT (Unaudited)
                  (In 000's, except per share amounts)

                   Fourth Quarter Ended       Fiscal Year Ended
                   ____________________       _________________

Net sales:          7/31/98   8/1/97   Change  7/31/98  8/1/97   Change
                    _______   ______   ______  _______  ______   ______
                                                   
  Restaurant        $282,257  $249,334  13%   $1,004,702  $  862,954  16%
  Retail              82,938    72,698  14       312,402     260,897  20
                    ________  ________        __________  __________
     Total  sales    365,195   322,032  13     1,317,104   1,123,851  17

Cost of goods sold   119,571   108,369  10       450,120     387,703  16
                    ________  ________        __________  __________
Gross profit         245,624   213,663  15       866,984     736,148  18

Labor & other
 related expenses    120,392   107,401  12       441,121     378,117  17
Other store 
 operating expenses   53,171    43,150  23       197,098     162,675  21
General and 
 administrative       15,828    13,787  15        63,856      57,798  10
                    ________  ________        __________  __________
     Total expenses  189,391   164,338  15       702,075     598,590  17

Operating income      56,233    49,325  14       164,909     137,558  20
Interest expense         867     1,003 (14)        3,026       2,089  45
Interest income          577       602  (4)        2,847       1,988  43
                    ________  ________        __________  __________  

Pretax income         55,943    48,924  14       164,730     137,457  20
Provision for 
 income taxes         20,560    17,682  16        60,594      50,859  19
                    ________  ________        __________  __________  
Net income          $ 35,383  $ 31,242  13    $  104,136  $   86,598  20
                    ========  ========        ==========  ==========

Earnings per share:
  Basic             $   0.57  $   0.51  12    $     1.68  $     1.42  18
  Diluted           $   0.56  $   0.51  10    $     1.65  $     1.41  17

Weighted average shares:
  Basic               62,408    61,020   2        61,832      60,824   2
  Diluted             63,446    61,817   3        63,028      61,456   3

Ratio Analysis
______________

Net sales:
  Restaurant            77.3%     77.4%             76.3%       76.8%
  Retail                22.7      22.6              23.7        23.2
                    ________  ________        __________  __________
    Total sales        100.0     100.0             100.0       100.0

Cost of goods sold      32.7      33.7              34.2        34.5
                    ________  ________        __________  __________
Gross profit            67.3      66.3              65.8        65.5

Labor & other 
 related expenses       33.0      33.3              33.5        33.7
Other store 
 operating expenses     14.6      13.4              15.0        14.5
General and 
 administrative          4.3       4.3               4.8         5.1
                    ________  ________        __________  __________
    Total expenses      51.9      51.0              53.3        53.3
                    ________  ________        __________  __________

Operating income        15.4      15.3              12.5        12.2
Interest expense         0.2       0.3               0.2         0.2
Interest income          0.1       0.2               0.2         0.2
                    ________  ________        __________  __________

Pretax income           15.3      15.2              12.5        12.2
Provision for 
 income taxes            5.6       5.5               4.6         4.5
                    ________  ________        __________  __________

Net income               9.7%      9.7%              7.9%        7.7%
                    ========  ========        ==========  ========== 
                        
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CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited) (In thousands) 7/31/98 8/1/97 _______ ______ Assets Cash and cash equivalents $ 62,593 $ 64,933 Other current assets 102,233 84,478 Property and equipment, net 812,321 678,167 Other assets 14,961 1,127 ________ ________ Total assets $992,108 $828,705 ======== ======== Liabilities and Stockholders' Equity Current liabilities $104,022 $ 88,757 Long-term debt 59,500 62,000 Other long-term obligations 25,212 17,516 Stockholders' equity 803,374 660,432 ________ ________ Total liabilities and stockholders' equity $992,108 $828,705 ======== ========
CONSOLIDATED CONDENSED CASH FLOW STATEMENT (Unaudited) (In thousands) Fiscal Year Ended _________________ 7/31/98 8/1/97 _______ ______ Cash flow from operating activities: Net income $104,136 $86,598 Depreciation and amortization 43,434 35,735 Loss on disposition of property and equipment 227 135 Net changes in other assets and liabilities 3,001 1,727 ________ ________ Net cash provided by operating activities 150,798 124,195 ________ ________ Cash flows from investing activities: Purchase of property and equipment (180,599) (148,649) Net proceeds from other investing activities 2,921 6,933 ________ ________ Net cash used in investing activities (177,678) (141,716) ________ ________ Cash flows from financing activities: Proceeds from issuance of long-term debt -- 50,000 Proceeds from exercise of stock options 29,593 9,135 Net proceeds used in other financing activities (5,053) (5,652) ________ ________ Net cash provided by financing activities 24,540 53,483 ________ ________ Net (decrease) increase in cash and cash equivalents (2,340) 35,962 Cash and cash equivalents, beginning of year 64,933 28,971 ________ ________ Cash and cash equivalents, end of period $ 62,593 $ 64,933 ======== ========
SAME STORE SALES ANALYSIS - SAME 257 STORE AVERAGE (Unaudited) (In thousands) Fourth Quarter Ended Fiscal Year Ended ____________________ _________________ 7/31/98 8/1/97 7/31/98 8/1/97 _______ ______ _______ ______ Restaurant $ 828.2 $ 831.1 $3,102.2 $3,053.5 Retail 233.7 239.8 942.2 919.2 ________ ________ ________ ________ Restaurant and retail $1,061.9 $1,070.9 $4,044.4 $3,972.7 ======== ======== ======== ========
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