FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Maxwell Terry   2. Issuer Name and Ticker or Trading Symbol CBRL GROUP INC [CBRL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP, Retail Operations (Last) (First) (Middle) 305 HARTMANN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 09/19/2007 (Street) LEBANON, TN 37087 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/19/2007   A   3,051 (1) A $ 0 19,274 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 40.05

09/19/2007

A

15,832 (2)

09/19/2008

09/19/2017

Common Stock

15,832

$ 0

15,832

D

Performance Shares

(3)

09/19/2007

A

21,354

07/31/2010

07/31/2010

Common Stock

(3)

$ 0

21,354

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Maxwell Terry 305 HARTMANN DRIVE LEBANON, TN 37087			Sr. VP, Retail Operations

Signatures

Terry Maxwell by Forrest Shoaf, Attorney-in-fact		09/21/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	CBRL Group, Inc. granted these shares as a restricted stock grant on September 19, 2007. These shares will vest on July 31, 2009.
(2)	This option grant vests over three years in equal annual installments on September 19, 2008, 2009 and 2010, respectively.
(3)	The performance metric for the performance shares is a combination of revenue growth and EBITDA margin over a two year period ending 7-31-09, with the reporting person then having to remain employed until 7-31-10. If the performance targets are not met, the award has no value. Amount reported above is the maximum award, which is two times the target award. Target awards are earned at achievement of the company's plan.

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