Welcome to the CBRL Group fourth quarter conference call. (Operator Instructions) At this time for opening remarks and introductions, I would like to turn the call over to Diana Wynne, Senior Vice President of Corporate Affairs.

Our press release announcing our fiscal 2008 fourth quarter and full year results and our outlook for fiscal 2009 was released before the market opened this morning. We urge caution to our listeners and readers in considering the information on our expectations, trends, and earnings guidance. We remind you that we don’t review or comment on earnings estimates made by other parties. In addition, any guidance that we give speaks only as of the date it is given and we do not update our own guidance or express continuing comfort with it except in broadly disseminated disclosures such as this morning’s press release and this call. The restaurant industry is highly competitive and trends and guidance are subject to numerous factors and influenced that can cause future actual results to differ materially from such trends and guidance. Many of these factors are summarized in the cautionary description of risk and uncertainties found at the end of this morning’s press release and are described in detail in our filings that we make with the SEC, and we urge you to read this information carefully. The Company disclaims any obligation to update disclosed information on trends or guidance and should we provide any updates after today, they will be made only by broad dissemination such as press releases or in our filings with the SEC. We plan to release fiscal 2009 first quarter earnings and same restaurant sales for fiscal August, September, and October on Monday, November 24, 2008, before the market opens. On the call with me this morning are CBRL's Chairman, President, and CEO Mike Woodhouse; CBRL’s Interim CFO and General Counsel Forrest Shoaf; and Cracker Barrel’s Senior Vice President of Finance Doug Couvillion. Mike will begin with a review of the business, Doug will review the financials and outlook, and then Mike will return to close. We will then respond to your questions. With that, I will turn the call over to Mike.

Our 39th year of operation was one of the toughest every faced by the restaurant industry. Consumer confidence fell to 16-year lows as a result of high gasoline prices, rising food costs at the grocery, falling home values, and a shrinking job market. To no one’s surprise, people responded by cutting back the number of times they dined out. Good news is the Cracker Barrel Old Country Store remains the preferred choice of many. It’s a place where multigenerational families can gather; it’s also one of the few places where travelers and locals alike can find consistently great tasting country cooking. By providing honest value, which we define as high quality food with ample portions at a fair price, which incidentally means that we have not reduced quality or portion sizes in response to current price pressures, we outperformed many in the casual dining industry, as measured by comparable store sales published by Knapp-Track. With an average check of $8.59, we continue to offer great value without discounting or coupons. The impact of commodity market changes on our cost of goods, especially the effects of heightened global demand for corn and other grains, was a 6.6% increase in food product prices in the fourth quarter and 6% increase for the year as a whole. While we were more efficient in the use of labor hours, the cost of utilities and supplies continue to increase. It’s always been our goal to offset margin pressures from higher costs with selective price increases. Our goal in 2008 was to use pricing to offset the dollar impact of commodity and labor cost increases, and we achieved that goal for both the fourth quarter and for the full year. In the retail business, we carried more load margin domestically source products, and we use more…

Let’s review in more detail the results of the fourth quarter of fiscal 2008. First, I would like to remind you that the prior year’s quarter included an additional week, which contributed $46.3 million of revenue, $7.8 million of operating income or 60 basis points of favorable margin effect, and $4.4 million of after tax income from continuing operations or $0.17 of income per diluted share. For the fourth quarter of 2008, we reported diluted income per share from continuing operations of $0.91 compared with a $1.15 a year ago. Excluding the effect of last year’s additional week, diluted earnings per share is down 7%. After tax income from continuing operations of $20.6 million in the fourth quarter of fiscal 2008 compared with $28.2 million in the fourth quarter of last year and reflected lower operating income in the fourth quarter of fiscal 2008 and the non-recurrence of $4.4 million from the additional week in fiscal 2007, partially offset by a lower effective tax rate in fiscal 2008. Revenue from continuing operations in our fiscal fourth quarter declined 4.8% to $601.8 million. Excluding the extra week in the 2007 quarter, revenues increased 2.7%. We opened one new Cracker Barrel unit in the quarter, bringing our total for the year to 17. Although we continue to outpace Knapp-Track comparable store sales in the quarter, comparable store restaurant sales declined 0.8%. Our average check was 3.7% [inaudible} a menu price increase of approximately 3.6%. As it did throughout the year, our average menu pricing in the fourth quarter was efficient to more than offset the impact of food and labor inflation. We continue to believe it is important to maintain the guest experience, which includes providing good food at a great value and not reducing portions or the quality of our food…

I’d just like to comment on a couple of items in our guidance for fiscal 2009. It’s been disclosed today we’re planning to open 12 new stores this year. [Inaudible] has been an area of focus for us in the last couple of years. We will continue to see stores opening at record breaking sales level and we’ve made progress in managing our post opening costs, especially labor. But we can do better in limiting the fall off from those honeymoon sales levels and in reaching an ongoing level of profitability faster. These are operational issues so we’ve made some adjustments to the new opening process and at the same time we reduced the unit growth rate this year to give us time to improve our execution. On the sales guidance, we’re looking for stronger sales in the second half of the year because our innovation initiatives will begin to rollout in the second half and they’ll have a positive impact on sales. In closing, as we look forward to our 40th Anniversary, we recognize that we face significant challenges this year. Our game plan is to continue to build on the brand strength and execute our operational initiatives to generate higher restaurant and retail sales. Achieving higher profit margins on these sales dollar will largely depend on our ability to manage costs, and we’re confident that we can do that. Most important, we cannot lose the energy and the excitement of our 65,000 dedicated employees who serve our guests every day. With that, I’d like to open up the call to questions.

(Operator Instructions) Your first question comes from Larry Miller - RBC. Larry Miller – RBC Capital Markets: I have a question on the 2% to 3% comp store sales outlook. It implies flat traffic and it’s actually been awhile since, really I look back it’s been since 2005 since you guys have had 2% comps in flat traffic, and I know you guys had a lot of initiatives over the last couple years, but I got to think that investors coming off this call are going to say, “Really, what’s different that you have in ’09 than you’ve had over the last several years?” I know, Mike, you went through a lot of initiatives and you really focused on that innovation for the second half of the year, can you help us get more comfortable that that’s a realistic objective, and I do have one more question as well.

Well several pieces to that. I think first of all in terms of the numbers, we’re guiding to 2% to 3%. We’re running about 3.5% in price. We don’t talk about our future price increases, but I think it’s reasonable to assume that we’ve been dong that for a couple of years; we’ll continue. So we’re not really looking at positive traffic. We’re looking unfortunately traffic continue to be negative. We have some things going on this year that are different. We have the Best of the Barrel Menu, and we’ve been talking, and I know some folks that said we may have been talking too much and too long, but we’ve been talking about our initiatives for a while and this is the year where, as I said in my remarks, we’re going to be rolling out two and four initiatives, the Best of the Barrel Menu in the second half and also starting to rollout Seat-to-Eat. Both of those are aimed at improving speed and therefore improving sales and traffic. We’re very excited about the skillets that we have out there right now. These I think are the beginning of our refocusing on new products that drive sales and traffic. We’ve been doing a lot of things in product development over the last 18 months around first of all the trans fats, which is a necessary thing to do, and also around working on the process of simplification that we’ve talked about, which is actually going to help us in the future to speed up the kitchen, but we now have our whole product development resources focused on new product development including the skillets, doing really well in tests. In the market tests, we’re seeing the same kind of strong numbers that we saw in our ops tests with the skillets. Again, without revealing our plans, I expect there will be other new products coming during the year which will help drive sales. Then on the advertising front, as I said in my remarks, we saw good results from the TV. Unfortunately just because of our spread geographically, it’s tough for us to be efficient and actually be profitable using TV in a whole bunch of markets, but we think a combination of radio which was good for us back in the 2000 to 2003 or ‘4 years, a combination of those two is also going to support driving sales. So I think with a combination of those things, there’s a lot more going on in 2009 than we’ve had going in the last several years. Larry Miller – RBC Capital Markets: Just a follow-up on that TV that’s local spot, it was inefficient for you to do any national cable is that what you’re saying?

My point of view on TV is you get what you pay for. You’re basically buying impressions and you’re buying recent frequency, so national cable can get you very targeted but a dollar is a dollar and TV is essentially a commodity. If we took the same dollars and went over in national cable, I think our weight levels would be too low to have any real impact. Larry Miller – RBC Capital Markets: Then just on the commodities, you mention 60% contracted, 4% to 5% inflation I believe. Can you give us some color on what’s contracted at what rate in that 60%?

I can give you a sense, last year we were at 65%, so we’re a little bit lower than we were last year. One open item is chicken. We’re rolling off a contract at the end of December. Right now we’re comfortable that’s not likely to be a negative. Certainly if feed prices of corn stay where they are relative to recent history, we think that we should be in good shape with the new chicken contract. On the negative, and this applies to the industry, and it’s an interesting phenomenon because I haven’t heard anybody talk about it, but potato prices are up very substantially or forecasted to be up in the new crop year which is starting right about now. Potato contracts typically are negotiated right in this time period every year, and we’re seeing some substantial increases in the prices we’ve been quoted. I assume that’s going to apply to everyone else. But generally, we’d like to see lower commodity inflation; but, as with last year, we feel good about where we are and we good feel good about our project on commodities. Larry Miller – RBC Capital Markets: Is there room in 4% to 5% for some upward inflation in either a chicken contract or potatoes, and what kind of rate of inflation are you guys seeing in potato contracts?

We don’t have a contract, so I can tell you the numbers of Harry’s, and I would guess it’s the best way to describe it, but I don’t want to go over it until we have the contract in place. As I said, we’re not the only… Everybody has a contract for potatoes. But everything we know, including the potato prices and our best guess at chicken are in our guidance number.

Your next question comes from Analyst for Joe Buckley - Banc of America Securities. Analyst for Joe Buckley – Banc of America Securities : Of the 12 new openings, how are those divided among new and mature markets and I guess on interstate/off interstate?

There are 8 off/12 on and then 8 are core markets and four are developmental markets.

Your next question comes from Brad Ludington - KeyBanc Capital Markets. Brad Ludington – KeyBanc Capital Markets: The first question I just wanted to ask you about the debt balance. You said you’ll pay, you should pay for the share repurchases and dividends through cash flow from operations, so should we assume that debt balance stays kind of level or is there plan to pay that down?

There’s a mandatory repayment of $8.7 million. We’ll obviously pay that. That’s all we plan to pay down. Brad Ludington – KeyBanc Capital Markets: Talking about the closed days from the storms, you said 80 days. Is that just 80 days thus far or 80 days expected in total?

That’s just through yesterday’s business. We’ve got about 10 stores, 10 to 12 stores that have not opened yet and it’ll be a few more days from those over the next week or so depending on utilities and things of that nature. Brad Ludington – KeyBanc Capital Markets: Does all that 80 days fall into the first quarter?

Yes. Brad Ludington – KeyBanc Capital Markets: On timing of the 12 openings, should it be pretty evenly spread out through the year?

They’re more front end loaded. Can I just make a point on the store closing? We did some mental math this morning. I think in the quarter, we expect about two-tenths of 1% of same store sales, so it’s not a big number, but it is important.

Your next question comes from Steven Rees - JPMorgan. Steven Rees – JPMorgan: My question was just on the CapEx guidance, the $95 to $98 this year, up from $88 last year despite doing your units, I guess just comment on that and if it’s just a case of units in ’09 getting pushed back or sort of how you think about longer-term unit growth?

About $16 million of it is related to the rollout of the initiative. The seat-to-eat requires some amount of capital per store, so that’s the big piece of the new capital that’s going in. Steven Rees – JPMorgan: Then maintenance is still that $25 million level?

Yes.

That’s about right. Steven Rees – JPMorgan: Then just on the slowdown, it sounds like it’s front end loaded so it sounds like you cut what you could. I mean would you’ve cut further if you could have?

No, we think this is a good number because there is some momentum that has to be slowed down and then when we rebuild, we have to rebuild the momentum. Our focus is absolutely, we do not have disastrous new store openings, we just think we can do better and we put a lot of focus on: What is it going to take to just go to that next level on new store openings and we figured that just cutting back somewhat would be just give us a little breathing room to do really well. That’s all that’s going on there. Steven Rees – JPMorgan: Then you had mentioned some analytical tools which allowed $4 million of savings I think in 2008 and you mentioned that you’re going to roll this out to the entire stores in 2009, so can you just talk about what those tools were and how many stores they were in this year?

They were in a little over 100 stores in ’08, but of course those were the worst performers. These are basically looking at outliers where on any given area that we’re looking at the costs are substantially different from where we’d expect an average store to be. So this is not rocket science, but it’s something we haven’t really done this way before. It’ll be dangerous to extrapolate the $4 million to the whole system. I mean we’re going to get savings, but it’s not going to be in direct proportion because those were the worst stores that we applied it to last year. Steven Rees – JPMorgan: Finally just on the retail business, it sounds like a lot of that business is being driven by average check gains; I think you said it was up 10%. But if I remember correctly, you’re talking about formally doing lower price points to drive transactions, so how do you think about transactions versus average check growth and retail and what are the plans for ’09?

We’ve become smarter. Several years ago we were looking at lower price points and we ended up with low prices and high prices but nothing in the middle. So we’re really looking pretty hard at a range of price points. We’re always going to have the low price for candies, but even there we’re finding that we have been selling some of our candies at prices that have not been changed for 10 or 15 years, or even as far as back anybody could remember, which didn’t make a lot of sense. So being realistic about pricing and still staying with value is important and having a good range of prices is really important. We’re actually converting, our conversion rate is going up with negative traffic and higher retail sales, so we’re pretty comfortable with where we’re going with retail. The other thing that I don’t think we’ve talked about a lot is just our new amount of sale capabilities, we can do logos and other kinds of transactions that involve multiple purchases in a way that we never could before, so we stimulate the volume by driving up the volume on a given purchase.

Your next question comes from Chris O’Cull - SunTrust. Chris O’Cull – SunTrust Robinson Humphrey: Mike, labor costs were better than we were expecting for the quarter, especially in light of the trends we’ve seen in the past couple quarters. Could you guys elaborate on the improvement in labor costs for the quarter and maybe whether it’s sustainable?

It’s primarily around managing labor hours and it’s also around as we mentioned with getting our turnover down, especially on the front end, our recruiting and training costs are coming down. Yes, that’s sustainable because what we’ve done the last 18 months to improve turnover is something we can continue doing. Chris O’Cull – SunTrust Robinson Humphrey: Then could you give us an update on the timing of the recruiting for the permanent CFO and marketing officer?

On the CFO, we have some kind of list. We’re still not at the final point. As soon as we’re there, we’ll make an announcement. Since the last quarter end, we’ve hired a VP of brand and many a strategy who’s taking over those particular responsibilities, so we have two strong VPs of marketing now covering between the whole range of marketing. While the CMO is a great idea, we’re not waiting for that to happen. We’re forging ahead with the things we’re going to do this year, and I think we’re going to make some pretty good progress on the marketing front, especially on the menu strategy front. Chris O’Cull – SunTrust Robinson Humphrey: Then one last question: Doug, did the change in the Moody’s rating affect your spread that you pay on the borrowings?

No, it did not.

Your next question comes from Bob Derrington - Morgan Keegan. Bob Derrington – Morgan Keegan : Couple questions if I may: Mike, when we look at CapEx, I think you mentioned that $16 million was set aside for the Seat-To-Eat Program. Is some of that back of the house equipment and some dining room? Can you kind of give us some color there?

It’s back of the house. We’re putting in new holding station, so we can hold a product for a period of time. For instance, one of the things we can now do is to grill bacon ahead of time and hold it for a period of time which at heavy breakfast periods, there’s no question that we’re going to keep selling bacon for the next two or three hours so we can improve the order speed by doing that. We’ve changed the way we hold biscuits so we think it’s going to improve the quality substantially. We had made some adjustments on the grill. So it’s all around kitchen equipment. Bob Derrington – Morgan Keegan : If you can kind of give us a little bit of color and your philosophy around some of the new menu additions that you’re looking at. Obviously we’ve seen the skillets out in the marketplace, but how do you look at when you try and position those as far as the retail price, the potential cost of sales, et cetera?

That’s really important in terms of we talk about our value and that is really critical to our success now and going forward. Historically, we had a tendency to design a product and then figure out what we have to charge for it and now we’re going in a different direction which is to look at price points where we want to sell a product and designing the product to get to the price. Breakfast skillets are $6.99, which for the offering we think is a very, very great value. But it’s also something that improves our margin within the breakfast mix, so we’ll be taking that point of view as we look at our menu additions going forward, really attractive price point, great value at that price point and at the same protecting our margin because one of the issues we have is we’re not really at our peak times. We’re usually pretty full so it doesn’t make any sense for us to offer products with lower margin to fill seats that are empty. We’re trying to improve the margin per hour per seat, and that’s what this is all about. Bob Derrington – Morgan Keegan : It sounds as though from your remarks, most of these programs are really kind of geared toward the second half of the fiscal year? Are we going to see much in the way of new product news any time in the first half?

Well, we have the skillets out there. I’m sure there will be more, and I’m sure you’ll find that, as you usually do, Bob, by checking out all of our stores. I really don’t want to talk about specifics because we’d rather do what we did with skillets, which is to test and have a success and then start talking about, so a little bit more to come. Bob Derrington – Morgan Keegan : Typically, Mike, the brand has performed pretty well relative to the casual dining index. Is that a reasonable expectation that trend continue recent times in this new quarter and going forward?

Well going forward, you’ll have to ask the casual diners that question. We know what we’re going to do, but I’m not certain what they’re going to do. But I think that, again, the value of the price point is something that I think we really offer something that not necessarily everybody else can do and we’re certainly not going to go chasing [inaudible] to solve our problems.

Your next question comes from Brian Elliott - Raymond James Investments. Analyst for Brian Elliott – Raymond James Investments : I was just calling to see if you could provide some sort of an update as we’ve seen in August and obviously your comp store out perform the industry versus Knapp-Track in July. I just wanted to see if that outperformance may have continued in August or what you’re seeing in the latest numbers.

We’d love to talk about that, but our policy now is that we’re going to report on a quarterly basis with our sales, and then we’ll report the individual months when we get there. So sorry I can’t comment right now.

Your next question comes from Steve Anderson - MKM Partners. Stephen Anderson – MKM Partners LLC: I just wanted to ask about dairy prices, what kind of guidance you have for that. Second of all, I wanted to ask if you had any exposure at all loans from Lehman Brother.

Second of all, no, we have no exposure to anything to do with Lehman Brothers. On dairy, we’re looking for dairy to be relatively flat to maybe down a little bit.

Your next question comes from Chris Blackman - Imperial Capital. Chris Blackman – Imperial Capital: Can you tell me how many stores you all closed in ’08 and what you might expect in ’09?

We didn’t close in ’08 and we have no plans to close anything in ’09. Chris Blackman – Imperial Capital: The 12 stores that you’re opening, four of those I think you heard say are in existing or, no, eight of those are in existing markets and four development markets.

Correct. Chris Blackman – Imperial Capital: None of those are relocations, I assume.

No. Chris Blackman – Imperial Capital: How many stores do you all currently have under construction?

We have got about eight under construction currently. Chris Blackman – Imperial Capital: So 8 of your 12 are under construction. Have you opened any so far in the new year?

Not yet. Chris Blackman – Imperial Capital: I don’t know if I missed it or not, but can you tell me what percent of your commodities you contracted for over the next say two quarters or first half of the year or maybe through the third quarter?

We have 60% for the year at this point. Chris Blackman – Imperial Capital: Which is a little bit below what you would…

65% last year, but we’re not uncomfortable with the difference. There are reasons for that. Chris Blackman – Imperial Capital: Your Christmas inventory, could you expand maybe a little bit on the retail side, how you feel about your Christmas inventory compared to last year?

We offered Christmas by themes. If you go in the store, you’ll see a tree and then a theme around that. We’re going to have seven themes this year, same as we had last year. We’ve got some new ornaments, which we think are going to be pretty good sellers. We feel good about Christmas at this point. Chris Blackman – Imperial Capital: Then the change in Moody’s, I know you were below the leverage ratio. What was the… Did you have a discussion with them after that? I know it kind of caught you by surprise, the rating change.

Well, they use a different methodology to come up with their numbers. It’s proprietary I guess. They don’t explain it. We couldn’t get to their numbers.

I did have a conversation with them and they said they have their methodology and they just publish what they publish. I would also point that S&P affirmed their rate. Chris Blackman – Imperial Capital: What would trigger Moody’s to downgrade again?

You’ll have to ask them.

Yes, I think you have to ask them. I think you’ll find that they have a very specific view of the consumer economy over the near- to medium-term which captures us and a whole bunch of other folks. Chris Blackman – Imperial Capital: But importantly, as you discussed, I guess the previous question that no change in rates. Then finally, of the 12 new stores you’re opening, will you own real estate on any of those stores; and if so, how many?

About four of those we’ll own.

Your next question comes from Joe Buckley - Banc of America Securities. Analyst for Joe Buckley – Banc of America Securities : With the gas peaking during the quarter, and I guess coming down the last two months, did you see anything encouraging maybe from traffic or just interesting?

We don’t have any ability to measure miles traveled on a current basis. We can just use the DOT numbers that come out a month or two behind. Obviously with gas prices coming down, that’s going to help everyone in terms of a little more disposable income. But I don’t know that the consumers are going to change their behavior very much in the short-term. Right now, I’m not certain where you’re based, but around here the gas prices are way up.

Your next question comes from David Schmuckler - Kingsland. David Schmuckler – Kingsland: I suppose I could back into it, but can you guys just save me the step and tell me how much is the all in capital costs is to develop a new store?

It’s about $4.2, $4.1/$4.2 all in including land. David Schmuckler – Kingsland: Then can you tell me what the EBITDA was for fiscal ’08 as calculated under the coming credit agreement?

As calculated under the credit agreement? David Schmuckler – Kingsland: Yeah, the covenant EBITDA.

We’ll have to get back to you on that.

Your next question comes from Larry Miller - RBC. Larry Miller – RBC Capital Markets: With gas prices falling, are you having discussions with your distributors about not taking the fuel surcharges that they’ve been pushing through to you guy?

Well the fuel surcharges are directly tied to the prices they are paying for their diesel and we can order those numbers, so it’s just an automatic contractual factor. They’ll move down as prices move down. Larry Miller – RBC Capital Markets: In terms of the development you’re talking, the 12 stores, are there any in new strip centers that you’re, and I don’t know what the percentage is of strip centers and free standers that you’re planning for next year, but where there might be a potential for delayed delivery because of the leasing up of that facility?

I read the Wall Street Journal as well last week. I’m not aware of any at this point. It’s something we really focus on because we felt for the last two or three years just by looking and traveling around looking at new sites that there was an overbuilt situation building up, so we’ve been very careful about that. Larry Miller – RBC Capital Markets: So in terms of mix, it sounds like mostly free standers is that right?

Excuse me back up. When you say free stander, they’re all freestanding buildings. Is your question: Are they part of a development? Larry Miller – RBC Capital Markets: Exactly.

They are mix, but we’re pretty careful about what is signed up before we would go into a major development. Larry Miller – RBC Capital Markets: Then you’ve given us great cost of sales detail, but we don’t have a potato cost of sales. It’s obviously lower than the 7%. That’ll be the lowest number you’ve offered on anything. Do you have a number for that?

Potatoes, I’ve obviously scared up a potato story here. I don’t have that number off the top of my head. It’s meaningful in terms of increase in potatoes actually has an affect on the total. Let me give you a number. It’s about, which I do have, it’s between 2% and 3% of our total spend on food products.

Your next question comes from Howard Penny - Research Edge. Howard Penny – Research Edge: If the paradigm that we’ve seen for the last couple years of lower traffic and lower margins continue for the next couple years, can you just sort of from a 50,000 foot view give me your view of capital allocation?

That’s a hypothetical. Really our plans are not to expect that and I really don’t want to get into what I’ve gained because we’ll deal with it as we see the trends emerge if they’re not what we expect.

We have no further questions at this time.

Well thanks, everybody, for joining us this morning. It is going to be a challenging year, but the good news is that the things that we’ve been talking about are going to be moving beyond the testing phase. We’re going to see some real action this year, and we’ll be back in November to give you an update. Thanks.

Thank you.