News Release
TIAA-CREF Public Relations Division
     
November 17, 19993
     
    CREF WITHHOLDS SUPPORT FOR CRACKER BARREL DIRECTORS
     
NEW YORK, NEW YORK  -- The College Retirement Equities Fund
today announced its decision to withhold support for all 13
members of the Board of directors of Cracker Barrel Old Country
Store, Inc., who are seeking re-election to the board at the
company's next annual meeting on November 23, 19993, in Lebanon,
Tennessee.
     
In announcing CREF's action, James Martin, Executive Vice
President for CREF Investments, said that CREF had based the
decision to withhold its 205,225 shares on Cracker Barrel's
repeated refusals to meet with representatives of CREF's
Corporate Governance and Social Responsibility Committee.
     
"We made these requests by letter and telephone," Martin
explained "in our attempt to discuss board issues with Cracker
Barrel's management.  But they failed to respond to our requests,
and according to our stated policy we reserve the right to
withhold support from any board that refuses to meet with us for
discussions that might lead to mutual agreement."
     
The TIAA-CREF Committee on Corporate Governance and Social
Responsibility recently published a policy statement spelling out
TIAA-CREF's voting guidelines and certain principles of good
corporate governance.  Among these guidelines is the statement
that while TIAA-CREF normally votes for a board's nominees, it
may decline to do so, according to the policy, "when we have
requested a meeting with independent directors and have been
refused."
     
At the same time CREF announced its withholding of support
for the Cracker Barrel board it stated a decision to vote in
favor of two additional proposals, both opposed by Cracker
Barrel's directors.  One is a resolution sponsored by the New
York City Employees' Retirement System which calls for amendment
of the company's employment policies to implement non-
discriminating policies relating to sexual orientation.
     
The second proposal CREF favors, sponsored by a Cracker
Barrel shareholder in Atlanta, calls on Cracker Barrel to include
on its board of directors a diversity of members to reflect "the
varied races, gender, and sexual orientations of the stockholders."
     
CREF is the $59 billion variable annuity component of the
$127 billion TIAA-CREF pension system for higher education.