Form 8K



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): February 21, 2006


CBRL GROUP, INC.

 
Tennessee
 
0-25225
 
62-1749513
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
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 2.02. Results of Operations and Financial Condition
 
On February 21, 2006, CBRL Group, Inc. issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which by this reference is incorporated herein as if copied verbatim. The press release announced results for the second quarter ended January 27, 2006 and fiscal year 2006 to date, the sales outlook for its third quarter and full fiscal year 2006, and information related to its fiscal 2006 second quarter 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.
 
99.1     Press Release issued by CBRL Group, Inc. dated February 21, 2006     

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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: February 21, 2006
 
CBRL GROUP, INC.
     
 
By:
 /S/ N.B. Forrest Shoaf
 
Name:
N.B. Forrest Shoaf
 
Title:
Senior Vice President, Secretary and General Counsel

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