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Cracker Barrel Old Country Store, Inc.

305 Hartmann Drive

Lebanon, Tennessee 37087-4779

March 20, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    James Giugliano
 Joel Parker

 Re: Cracker Barrel Old Country Store, Inc.
                                            (the “Registrant”)

    Form 10-K for the Fiscal Year Ended July 28, 2023

    Form 8-K Filed February 27, 2024

    File No. 001-25225

Dear Mr. Giugliano and Mr. Parker:

We hereby submit the Registrant’s response
to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed
in a letter to the Registrant dated March 6, 2024 in connection with the Staff’s review of the Registrant’s Annual Report
on Form 10-K for the fiscal year ended July 28, 2023 and the Registrant’s Current Report on Form 8-K filed February 27,
2024. For your convenience, we have reproduced each of the Staff’s comments in bold preceding our response.

Form 8-K Filed February 27, 2024

Exhibit 99.1 – Press Release
issued by Cracker Barrel Old Country Store, Inc. dated February 27, 2024 (the “Q2 Earnings Release”)

Adjusted Operating Income and Earnings
Per Share, page 8

 1. The format of your reconciliation appears
                                            to constitute a non-GAAP income statement. Please modify your presentation in future filings
                                            or tell us why your current presentation is consistent with Question 102.10 of the Non-GAAP
                                            Financial Measures Compliance and Disclosure Interpretations. In your response, please provide
                                            us with a sample of your proposed disclosure.

Response:

The Registrant acknowledges the Staff’s
comment, and respectfully advises the Staff that the Registrant had considered Question 102.10 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations and the application of Regulation G and Item 10(e) of Regulation S-K, and the Registrant’s
intent was not to present a full non-GAAP income statement but rather to provide useful information to investors regarding the impact
of the adjustments on the line items presented. However, after careful consideration of the Staff’s comment, the Registrant will
revise the referenced disclosures in its future filings so that the reconciliation tables do not resemble a “non-GAAP income statement”
as described in Question 102.10(c) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. The Registrant
expects that this will be substantially similar to the reconciliation included in Appendix A, which has been illustratively amended for
the Staff’s reference.

U.S. Securities and Exchange Commission

March 20, 2024

Page 2

 2. We note your adjustment for the non-cash
                                            amortization of the asset recognized from the gains on your sale and leaseback transactions
                                            has the effect of reversing some of the accounting effects for these transactions. Please
                                            tell us whether you consider this adjustment an individually tailored accounting principle,
                                            and if so please modify your future disclosure accordingly. Refer to Question 100.04 of the
                                            Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

The Company acknowledges the Staff’s
comment, and respectfully advises the Staff that the Registrant had considered Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations in connection with determining whether to reflect an adjustment for the non-cash
amortization of the gain on the asset recognized from the gains on the sale and leaseback transactions, and believes that its
calculation of this adjustment does not comprise an individually tailored accounting principle as defined by that guidance.

On July 29, 2020, the Registrant entered
into a sale and leaseback transaction for 64 Cracker Barrel store properties for an aggregate purchase price, net of closing costs, of
$198.1 million. On August 4, 2020, the Registrant completed a subsequent sale and leaseback transaction involving 62 Cracker Barrel
stores for an aggregate purchase price, net of closing costs, of $146.4 million. In both transactions, in accordance with ASC 842, Leases,
the Registrant recorded a right-of-use asset for prepaid rent on each property in the amount by which the fair market value of the properties
being sold exceeded the sale price of such properties. The non-cash amortization of this asset that the Registrant recognized for the
gains on the sales and leaseback transactions, based on the 20-year terms of the applicable leases, was approximately $3.2 and $6.4 million
for the second quarter and six months ended January 26, 2024, respectively.

For both the second quarter and six months ended
January 26, 2024, the Registrant presented operating income and net income on a GAAP basis. In each case, the Registrant included
within operating expenses the amount of the non-cash amortization of the asset recognized from the gains on the sale and leaseback transactions
within those GAAP measures. However, because this amortization of the asset recognized on the gain from the sale and leaseback transactions,
although required to be recognized under GAAP as an expense, is a non-cash item that arises solely out of the Registrant’s sale
and leaseback financings, the Registrant views the expense associated with this amortization as not indicative of the performance of
its ongoing business. The Registrant therefore believes that adjusting to exclude this amount assists investors in evaluating the Registrant’s
true operating performance and in comparing it across periods, including when such properties were owned by the Registrant prior to the
financings, through this presentation of these non-GAAP financial measures.

U.S. Securities and Exchange Commission

March 20, 2024

Page 3

 3. Please tell us the basis for your adjustments
                                            for CEO transition expenses, strategic transformation initiative expenses, corporate restructuring
                                            charges and employee benefits policy change. In your response, please elaborate upon the
                                            nature of these expenses.

Response:

In the Q2 Earnings Release, the Registrant presents
Adjusted Operating Income, Adjusted Earnings Per Share (“EPS”), and Adjusted EBITDA for the second quarter and six months
ended January 26, 2024, as well as Non-GAAP Operating Income Outlook for its 2024 fiscal year. As stated in the Q2 Earnings Release,
the Registrant believes that these non-GAAP financial measures are helpful supplements to, respectively, the Registrant’s GAAP
Operating Income, GAAP EPS, GAAP Net Income, and EBITDA for the periods presented in the Q2 Earnings Release and the Registrant’s
GAAP Operating Income Outlook for fiscal 2024. The Registrant believes these non-GAAP financial measures enhance comparability both from
period to period in the Registrant’s results as well as in comparing the Registrant’s results with those of other publicly
traded companies in the Registrant’s industry. An explanation of the nature of each of these adjustments follows:

 • CEO
                                            transition expenses: On February 24, 2022, the Registrant amended its employment
                                            agreement dated as of July 27, 2018 with its President and Chief Executive Officer,
                                            Sandra B. Cochran (as amended, the “Original Cochran Agreement”). This amendment
                                            entitled Ms. Cochran to enhanced severance payments, including multiples of salary and
                                            bonus and the vesting of equity awards, if she were terminated without “Cause”
                                            or resigned for “Good Reason” prior to September 30, 2024.

On July 17, 2023, the Registrant
hired Julie F. Masino to succeed Sandra B. Cochran as the Registrant’s President and Chief Executive Officer and entered into an
employment agreement with Ms. Masino (the “Masino Agreement”). The hiring of Ms. Masino, who is only the fourth
CEO in the Registrant’s corporate history from 1969 to the present, would have constituted “Good Reason” under the
Original Cochran Agreement and entitled Ms. Cochran to terminate her employment and receive the aforementioned severance payments
without providing transitional support to Ms. Masino or the Registrant’s Board of Directors. To avoid this result and provide
for a smooth transition of duties from Ms. Cochran to Ms. Masino, the Registrant and Ms. Cochran entered into a new employment
agreement (the “New Cochran Agreement”) simultaneously with the execution of the Masino Agreement. Pursuant to the New Cochran
Agreement, the Registrant effectively agreed to increase the severance payable to Ms. Cochran upon her eventual departure in exchange
for transitional support after the termination of her service as CEO, for so long as the Board of Directors of the Registrant deemed
it necessary or beneficial to the Registrant, up to the retirement date of September 30, 2024 that had previously been established
by the Original Cochran Agreement. The New Cochran Agreement thus effectively gave the Board of Directors a discretionary option to extend
Ms. Cochran’s service to the Registrant—and the payment of the associated severance benefits that would have been payable
pursuant to the Original Cochran Agreement—beyond the date of Ms. Cochran’s actual termination as CEO.

Ms. Masino joined the Registrant
as CEO-Elect in August 2023, and, after an initial transition period, assumed the CEO role on November 1, 2023, at which point
Ms. Cochran ceased to serve as the Registrant’s CEO and became the Registrant’s Executive Chair of the Board of Directors.
On February 22, 2024, the Board of Directors determined that Ms. Cochran had delivered all of the transitional benefits to
the Registrant that the Board of Directors had intended when structuring the transition arrangements, and her service as Executive Chair
and as a director and employee of the Registrant was therefore terminated effective February 22, 2024.

U.S. Securities and Exchange Commission

March 20, 2024

Page 4

The
adjustment for CEO transition expenses includes certain amounts payable to Ms. Masino under the Masino Agreement and amounts payable
to Ms. Cochran under the New Cochran Agreement, as well as third-party professional fees paid by the Registrant (including on behalf
of Mses. Masino and Cochran, pursuant to their respective agreements) in connection with Ms. Masino’s recruitment and the
structuring and consummation of the CEO transition. In the case of Ms. Masino, these amounts relate to the payment by the Registrant
of certain expenses associated with her contractually required relocation from California to Tennessee, where the Registrant is headquartered.
In the case of Ms. Cochran, the CEO transition expenses include the amounts payable to Ms. Cochran under the New Cochran Agreement
through the termination of her service as Executive Chair on February 22, 2024, as well as non-cash expenses associated with the
accelerated vesting of her extant equity awards upon the termination of her service as the Registrant’s CEO on November 1,
2023. Because these expenses (i) relate solely to the finite transition period between July 2023 and February 2024 and
(ii) in the case of the expenses related to Ms. Cochran, predominantly represent amounts to which Ms. Cochran would have
been entitled as severance under the Original Cochran Agreement, and because of the extraordinarily rare circumstance of the CEO
transition (i.e., occurring only three times over the prior 54 years), the Registrant believes these expenses do not represent normal
operating expenses, and determined to include the amount of these expenses as positive adjustments within Adjusted Operating Income,
Adjusted EPS and Adjusted EBITDA in both the first and second quarters of fiscal 2024 and the six months covering both quarters, as well
as the Non-GAAP Operating Income Outlook for fiscal 2024. Furthermore, in light of the Registrant’s termination of the relationship
between Ms. Cochran and the Registrant on February 22, 2024 (i.e., during the Registrant’s third quarter), the Registrant
will be recognizing all remaining obligations payable to Ms. Cochran under the New Cochran Agreement on an accelerated basis as
severance in accordance with GAAP.

 • Strategic
                                            transformation initiative expenses: As part of reassessing the Registrant’s
                                            business and strategy in conjunction with the CEO transition, the Registrant has engaged
                                            a third-party consultant to assist with conducting a comprehensive review of the Registrant’s
                                            overall strategy, operations, competitive position, store format, branding, pricing strategies,
                                            menu and retail product offerings, marketing programs, and consumer perceptions and engagement.
                                            The disclosed adjustment represents fees and expenses associated with this project. This
                                            project is a discrete engagement of limited duration that began in the first quarter of fiscal
                                            2024 and is expected to conclude by the end of the 2024 fiscal year. Moreover, the Registrant
                                            does not have a history of engaging consultants of this type or scale and does not anticipate
                                            doing so again in the foreseeable future. As such, the Registrant views it as a one-time
                                            event for fiscal 2024 that the Registrant believes does not represent a normal operating
                                            expense, and determined to include the amount of fees and expenses associated with this project
                                            as positive adjustments within Adjusted Operating Income, Adjusted EPS and Adjusted EBITDA
                                            in both the first and second quarters of fiscal 2024 and the six months covering both quarters,
                                            as well as the Non-GAAP Operating Income Outlook for fiscal 2024.

 • Corporate
                                            restructuring charges: In connection with a restructuring that took place in the
                                            first quarter of fiscal 2024 and involved a reduction in force that included the elimination
                                            of a number of managerial positions across various functional areas of the Registrant’s
                                            organizational structure, the Registrant incurred severance and related expenses that were
                                            accrued for the first quarter. This restructuring and the related charges comprise a one-time
                                            event, which the Registrant believes does not represent a normal operating expense, and therefore
                                            determined to include a positive adjustment for this amount within Adjusted Operating Income,