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              Teachers Insurance and Annuity Association
              College Retirement Equities Fund
              730 Third Avenue, New York, NY 10017

From: Claire M. Sheahan                FOR IMMEDIATE RELEASE
      Public Information Officer       November 17, 1993
      (212) 916-4666

    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, 1993, 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 Committees 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 nondiscriminatory policies relating to sexual orientation.

The second proposal CREF favors, sponsored by a Cracker Barrel
shareholder in Atlanta, calls for 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.

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