Cracker Barrel Old Country Store, Inc.

305 Hartmann Drive

Lebanon, Tennessee 37087

November 2, 2011

Via EDGAR and Courier

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mellissa Campbell Duru, Special Counsel

Re: Cracker Barrel Old Country Store, Inc.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed October 25, 2011

File No. 1-25225

Dear Ms. Duru:

On behalf of Cracker Barrel Old Country Store, Inc. (the “Company”), please find below the responses to the comments issued by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated October 31, 2011 (the “Comment Letter”), concerning the Company’s Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed on October 25, 2011 (the “Amendment to Preliminary Proxy Statement”).

For your convenience, we have set out the text of the comments from the Comment Letter, followed by the responses.

PRER 14A

General Information, page 1

How did the company perform in 2011?

1. Please provide supplemental support for statements made in all the bullet points listed, other than bullet points 9, 10, and 11. Where the basis of support is other documents, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely. Mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

RESPONSE:

Bullet Point #1: The Company has provided to the Staff on a supplemental basis the requested supporting documents and information, including: (i) a copy of the independent consumer survey, Consumer Picks, sponsored by Nation’s Restaurant News, which lists the Company’s ranking in each of the survey categories cited in the Amendment to Preliminary Proxy Statement and is attached hereto as Exhibit A; (ii) a copy of the full-service restaurant results for the Zagat® 2011 consumer survey, which is attached hereto as Exhibit B; and (iii) a copy of the email confirmation from a representative of the Good Sam Club that the Company has been selected as the most RV-friendly sit-down restaurant in America for the tenth consecutive year, which is attached hereto as Exhibit C.

Bullet Point #2: The Company will revise its disclosure regarding the “Seat to Eat” initiative to read as follows:

Completed the roll out of the “Seat to Eat” initiative in all stores and have received customer survey data showing increased customer satisfaction with speed of service since the program’s implementation.

In connection with the revised disclosure outlined above, the Company has provided to the Staff on a supplemental and confidential basis (and for which the Company has requested confidential treatment pursuant to Rule 83 of the General Rules and Regulations of the Commission) a copy of the customer satisfaction data prepared by Service Management Group, our third party customer survey provider, reflecting an increase observed in customer satisfaction with speed of service, which is attached as Schedule A to the confidential treatment request provided herewith.

Bullet Point #3: The Company has provided to the Staff on a supplemental and confidential basis (and for which the Company has requested confidential treatment pursuant to Rule 83 of the General Rules and Regulations of the Commission) a copy of the internal financial data reflecting the respective performance and projections of the eleven new Cracker Barrel Old Country Stores opened during the 2011 fiscal year, which is attached as Schedule B to the confidential treatment request provided herewith.

The Company has provided to the Staff on a supplemental basis a copy of the complete itemized list of the name and location of each Cracker Barrel Old Country Store that is included in the chain total, which is attached hereto as Exhibit D.

Bullet Point #4: The Company has provided to the Staff on a supplemental and confidential basis (and for which the Company has requested confidential treatment pursuant to Rule 83 of the General Rules and Regulations of the Commission) a copy of the internal documentation that (i) identifies the former employees of the Company that held the management and staff positions that were eliminated, and (ii) the budget projections of the annual pretax cost savings expected to result from

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the elimination of such positions, which is attached as Schedule C to the confidential treatment request provided herewith.

Bullet Point #5: The Company has provided to the Staff on a supplemental and confidential basis (and for which the Company has requested confidential treatment pursuant to Rule 83 of the General Rules and Regulations of the Commission) a copy of the 2011 comparisons of the Company’s same-store sales against the Knapp-Track® casual dining same-store sales index and Knapp-Track® family dining index, respectively, which are attached as Schedules D-1 and D-2 to the confidential treatment request provided herewith.

Bullet Point #6: The Company has provided to the Staff on a supplemental basis copies of selected pages from the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2011, which constitute the basis of support for the following statements: (i) operating income amounts for 2011 and 2010, which is attached hereto as Exhibit E; (ii) amount of impairment charge related to office space, which is attached hereto as Exhibit F; and (iii) amount of severance charges in connection with a cost reduction and organizational streamlining initiative, which is attached hereto as Exhibit G.

In addition, the Company has provided to the Staff on a supplemental and confidential basis (and for which the Company has requested confidential treatment pursuant to Rule 83 of the General Rules and Regulations of the Commission) a summary breakdown of the expenses incurred by the Company in the fourth quarter of 2011 related to the potential proxy contest with Biglari Holdings Inc., which is attached as Schedule E to the confidential treatment request provided herewith.

Bullet Point #7: The Company has provided to the Staff on a supplemental basis a copy of the internal financial data reflecting the Company’s calculation of “return on invested capital” or ROIC, which is attached hereto as Exhibit H.

Bullet Point #8: The Company has provided to the Staff on a supplemental basis (i) a copy of the internal financial data reflecting the Company’s calculation of “total shareholder return” or TSR and (ii) a tabular representation of the Company’s stock price performance during the period covered by the calculation, which are attached hereto as Exhibits I-1 and I-2, respectively.

2. Please refer to our comment above. You define the “return on invested capital” or ROIC financial metric on page 16. Supplementally advise us whether the methodology you use to calculate ROIC is consistent with industry practice. Further, in order to facilitate a shareholder’s understanding of the metric, clarify whether ROIC is calculated in the same manner from year to year such that one can compare changes in ROIC from year to year.

RESPONSE: The Company is not aware of any standard practice used in the restaurant industry with regard to the definition of, or the methodology used to calculate, “return on invested capital,” or ROIC. However, the definition of ROIC

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used by the Company in calculating this measure—which, as disclosed in the Amendment to Preliminary Proxy Statement, is the quotient obtained by dividing operating profit after tax by the sum of debt plus equity—is a definition of ROIC that is generally accepted by the finance and investment community and academia. See, e.g., Aswath Damodaran, Return on Capital (ROC), Return on Invested Capital (ROIC) and Return on Equity (ROE): Measurement and Implications, New York University Stern School of Business Working Paper (2007), available at www.stern.nyu.edu/~adamodar/pdfiles/papers/returnmeasures.pdf and attached hereto as Exhibit J (with relevant portions marked).

The Company’s calculation of ROIC for fiscal years 2010 and 2011 as disclosed in the Amendment to Preliminary Proxy Statement applies the formula consistently for both fiscal years such that an accurate year-over-year comparison can be made, as borne out by the calculations reflected in the material provided on a supplemental basis and attached hereto as Exhibit H in response to the Staff’s first comment, above, as it relates to Bullet Point #7. In addition, the Company will revise the final sentence of Bullet Point #7 to read as follows:

This compares to ROIC, calculated in the same manner, of 15.3% in 2010.

3. Please provide support for the statement that the 11 new stores, as a group, exceeded projections. Also, explain what percentage of the new group exceeded projections in order to provide further context to your disclosure.

RESPONSE: The Company has provided to the Staff on a supplemental and confidential basis (and for which the Company has requested confidential treatment pursuant to Rule 83 of the General Rules and Regulations of the Commission) a copy of the internal financial data reflecting the respective performance and projections of the 11 new Cracker Barrel Old Country Stores opened in fiscal 2011, which is attached as Schedule B to the confidential treatment request provided herewith. The financial data attached to the confidential treatment request shows that, as a group, the restaurant sales of the 11 new stores exceeded their respective projected restaurant sales and shows that seven of the 11 new stores exceeded their respective individual projections. Additionally, in response to the Staff’s comment, the Company will revise its disclosure relating to the 11 new stores opened in fiscal 2011 to include the following:

As a group, these new stores have exceeded their projections in the aggregate, and seven of the 11 stores have exceeded their individual projections.

4. We partially reissue prior comment 8. Please specify the industry or types of companies to which Mr. Dale has provided consulting services.

RESPONSE: Since 1998, Mr. Dale has been engaged to provide business consulting services to companies in the food products and pet food industries, in both of which

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industries he has prior executive experience as outlined in his biographical information in the Amendment to Preliminary Proxy Statement. In response to the Staff’s comment, the Company will revise the biographical information provided for Mr. Dale to include the following:

Since 1998, Mr. Dale has provided business consulting services to companies in the food products and pet food industries.

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If you have any questions, please do not hesitate to contact the undersigned at (615) 235-4280 or contact our outside counsel Howard H. Lamar III at (615) 742-6209 or Scott W. Bell at (615) 742-7942. Thank you in advance for your prompt attention to this matter.

Sincerely,

/s/ N.B. Forrest Shoaf

N.B. Forrest Shoaf

Senior Vice President, Secretary and

Chief Legal Officer

Enclosures

cc:	Eric S. Robinson
	Steven A. Rosenblum
	Wachtell, Lipton, Rosen & Katz
	Howard H. Lamar III
	Scott W. Bell
	Bass, Berry & Sims PLC
	Lawrence E. Hyatt
	Senior Vice President and Chief Financial Officer
	Cracker Barrel Old Country Store, Inc.

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