SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

CBRL GROUP, INC.
(Exact name of registrant as specified in its charter)

Tennessee                                   62-17495131
(State of incorporation or   (I.R.S. Employer Identification No.)
organization)

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. __

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. X

Securities to be registered pursuant to Section 12(b) of the Act:
None

Securities Act registration statement file number to which this form relates: 333-62469

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, without par value

(Title of Class)

Information Required in Registration Statement

Item 1. Description of Registrant's Securities to be Registered.

The information set forth under "Description of Capital Stock -- Common Stock" in the Registration Statement on Form S-4, as amended, originally filed by the registrant with the Securities and Exchange Commission on August 28, 1998, File No. 333-62469 (the "S-4 Registration Statement") is incorporated herein by reference pursuant to Rule 12b-32.

Item 2. Exhibits.

1.1 A copy of the S-4 Registration Statement is incorporated herein by reference pursuant to Rule 12b-32.

4.1 A copy of the registrant's Charter, which defines certain rights of holders of the registrant's Common Stock, filed as Exhibit 3.1 to the S-4 Registration Statement, is incorporated herein by reference pursuant to Rule 12b-32.

4.2 A copy of the registrant's Bylaws, which defines certain rights of holders of the registrant's Common Stock, filed as Exhibit 3.2 to the S-4 Registration Statement, is incorporated herein by reference pursuant to Rule 12b-32.

Signature

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

CBRL GROUP, INC.

Date:  December 31, 1998      By:/s/ James F. Blackstock
                                 James F. Blackstock
                                 Vice President, Secretary and
                                 General Counsel