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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    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): December 2, 2004
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                                CBRL GROUP, INC.


         Tennessee                       0-25225                 62-1749513
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(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))

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Item 8.01. Other Events. On December 2, 2004, Michael A. Woodhouse, President, Chief Executive Officer and Chairman of the Board of CBRL Group, Inc. (the "Company"), notified the Company that he had entered into a trading plan to exercise certain options and sell up to an aggregate of 50,000 shares of the Company's common stock in order to diversify his investments. The sales are expected to occur during a period commencing on December 3, 2004 and ending on March 25, 2005. Mr. Woodhouse does not have any control over the timing of the sales under the plan. The shares to be sold will be issued pursuant to the exercise of certain stock options, all of which will expire in the next 21 months, held by Mr. Woodhouse. Upon execution of the transactions under the plan, Mr. Woodhouse will continue to be ahead of the predetermined schedule for full compliance with the Company's stock ownership guidelines for executive officers. Mr. Woodhouse presently directly owns 94,085 shares of the Company's common stock, which he will continue to own after transactions under the plan are completed, and he will continue to have options for an additional 710,036 shares of common stock following completion of the trading plan. Any sales under the plan will be publicly disclosed through Form 4 filings with the Commission. Mr. Woodhouse's trading plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. It is the Company's policy to disclose when the Chief Executive Officer, Chief Financial Officer or Chairman of the Board enter into a trading plan that is intended to comply with Rule 10b5-1.

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: December 2, 2004 CBRL GROUP, INC. By: /s/ James F. Blackstock ---------------------------------- Name: James F. Blackstock Title: Senior Vice President, General Counsel and Secretary