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<TYPE>10-K
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<CONFORMED-NAME>DARDEN RESTAURANTS INC
<CIK>0000940944
<ASSIGNED-SIC>5812
<IRS-NUMBER>593305930
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0526
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<FILE-NUMBER>001-13666
<FILM-NUMBER>1716538
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<BUSINESS-ADDRESS>
<STREET1>5900 LAKE ELLENOR DR
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
<PHONE>4072454000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5900 LAKE ELLENOR DRIVE
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>GENERAL MILLS RESTAURANTS INC
<DATE-CHANGED>19950313
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<TYPE>10-K
<SEQUENCE>1
<FILENAME>form10k_052701.txt
<DESCRIPTION>FORM 10-K FY01
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

-----------------------------------------------------------------------
                                    FORM 10-K
-----------------------------------------------------------------------
(Mark One)


/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                     For the fiscal year ended May 27, 2001

/  /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

            For the transition period from _______________ to ____________

                         Commission File Number: 1-13666

                            DARDEN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

               Florida                                   59-3305930
    (State or other jurisdiction of         (IRS Employer Identification Number)
     incorporation or organization)

        5900 Lake Ellenor Drive                               32809
           Orlando, Florida                                (Zip Code)
(Address of principal executive offices)

                                 (407) 245-4000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
          Title of each class                      on which registered
          -------------------                      -------------------
     Common Stock, without par value             New York Stock Exchange
   and Preferred Stock Purchase Rights

        Securities registered pursuant to Section 12 (g) of the Act: None

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Aggregate  market  value of  Common  Stock  held by  non-affiliates  of the
Registrant,  based on the  closing  price of $31.84 per share as reported on the
New York Stock Exchange on July 23, 2001: $3,746,044,583.

     Number  of  shares  of  Common  Stock  outstanding  as of  July  23,  2001:
117,652,154 (excluding 52,459,185 shares held in the Company's treasury).

                       DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the  Registrant's  Proxy  Statement  dated  August 15, 2001 are
incorporated by reference into Part III, and portions of the  Registrant's  2001
Annual Report to Shareholders are incorporated by reference into Parts I, II and
IV of this Report.

<PAGE>


                                     PART I

Item 1.  BUSINESS

Introduction

     Darden  Restaurants,  Inc. and its subsidiaries (the "Company" or "Darden")
is the largest  publicly  held Casual  Dining  restaurant  company in the United
States.* As of May 27, 2001, the Company operated 1,131 restaurants in 49 states
(the exception being Alaska), including 629 Red Lobster(R), 472 Olive Garden(R),
21 Bahama  Breeze(R),  and nine Smokey Bones(R) BBQ Sports Bar  restaurants.  In
addition,  the  Company  operated 37  restaurants  in Canada,  including  32 Red
Lobster and five Olive Garden  restaurants.  The Company also operated one Olive
Garden Cafe(R) in the United States as of May 27, 2001. The Company operates all
of its North  American  restaurants.  In Japan,  as of May 27, 2001, Red Lobster
Japan Partners,  a Japanese retailer  unaffiliated with Darden,  operated 34 Red
Lobster restaurants pursuant to an Area Development and Franchise Agreement.

     The  Company,  a Florida  corporation  incorporated  in March 1995,  is the
parent company of GMRI,  Inc., a Florida  corporation  ("GMRI").  GMRI and other
Darden  subsidiaries  own the  operating  assets  of the  restaurants.  GMRI was
originally incorporated on March 27, 1968, as Red Lobster Inns of America, Inc.

     The Company's principal executive offices and restaurant support center are
located at 5900 Lake Ellenor  Drive,  Orlando,  Florida 32809,  telephone  (407)
245-4000.  Unless the context indicates  otherwise,  all references to Darden or
the Company include Darden, GMRI and their respective subsidiaries.

Background

     The  Company  opened its first  restaurant,  a Red  Lobster,  in  Lakeland,
Florida in 1968.  Red  Lobster was  founded by William B.  Darden,  for whom the
Company is named.  The Company was  acquired by General  Mills,  Inc.  ("General
Mills")  in 1970.  In May 1995,  the  Company  became a separate  publicly  held
company when General Mills  distributed all outstanding  Darden stock to General
Mills's stockholders (the "Distribution").

     Following a period during which the Company focused on market  optimization
and the closing of under-performing  units, the Company's two largest restaurant
chains have recently resumed growth in the number of restaurants.  The number of
Red Lobster and Olive Garden  restaurants open at fiscal year end 2001 increased
by seven and eight,  respectively,  as  compared  to fiscal  year end 2000.  Red
Lobster  has grown from six  restaurants  in  operation  in 1970 to 661 units in
North America by the end of fiscal 2001. Olive Garden,  an internally  developed
concept,  opened its first restaurant in 1982, and by the end of fiscal 2001 had
expanded to 477 restaurants and one food court cafe in North America.

     Bahama Breeze is an internally developed concept with a Caribbean theme. In
1996, Bahama Breeze opened its first restaurant in Orlando,  Florida. At the end
of fiscal 2001, there were 21 Bahama Breeze restaurants.

     The  Company's  newest  restaurant  concept is Smokey  Bones BBQ Sports Bar
("Smokey  Bones"),  an internally  developed  concept.  The first restaurant was
opened in 1999 in Orlando,  Florida.  At the end of fiscal 2001, there were nine
Smokey Bones restaurants. In June 2001, the Company announced that it will begin
national expansion of Smokey Bones.

     The table on the following  page shows the  Company's  growth and lists the
number of restaurants operated by Red Lobster,  Olive Garden,  Bahama Breeze and
Smokey  Bones as of the end of each fiscal year since 1970.  The final column in
the table lists the Company's total sales for the years indicated.
---------------------

*Source:  Nations's Restaurant News, "Top 100 Companies Ranked by U.S.
Foodservice Revenues," June 25, 2001 (based on revenues from company owned
restaurants).


                                       1
<PAGE>

              Company-Operated Restaurants Open at Fiscal Year End
<TABLE>
<CAPTION>
    Fiscal          Red         Olive       Bahama          Smokey              Total          Total Company Sales
     Year         Lobster    Garden (1)     Breeze          Bones          Restaurants (2)      (In Millions) (3)
     ----         -------    ----------     ------          -----          ---------------      -----------------
    <S>           <C>        <C>            <C>             <C>            <C>                 <C>

     1970                6                                                          6                     $3.5
     1971               24                                                         24                      9.1
     1972               47                                                         47                     27.1
     1973               70                                                         70                     48.0
     1974               97                                                         97                     72.6
     1975              137                                                        137                    108.5
     1976              174                                                        174                    174.1
     1977              210                                                        210                    229.2
     1978              236                                                        236                    291.4
     1979              244                                                        244                    337.5
     1980              260                                                        260                    397.6
     1981              291                                                        291                    528.4
     1982              328                                                        328                    614.3
     1983              360            1                                           361                    718.5
     1984              368            2                                           370                    782.3
     1985              372            4                                           376                    842.2
     1986              401           14                                           415                    917.3
     1987              433           52                                           485                  1,097.7
     1988              443           92                                           535                  1,300.8
     1989              490          145                                           635                  1,621.5
     1990              521          208                                           729                  1,927.7
     1991              568          272                                           840                  2,212.3
     1992              619          341                                           960                  2,542.0
     1993              638          400                                         1,038                  2,737.0
     1994              675          458                                         1,133                  2,963.0
     1995              715          477                                         1,192                  3,163.3
     1996              729          487            1                            1,217                  3,191.8
     1997              703          477            2                            1,182                  3,171.8
     1998              682          466            3                            1,151                  3,287.0
     1999              669          464            6                            1,139                  3,458.1
     2000              654          469           14            2               1,139                  3,701.3
     2001              661          477           21            9               1,168                  4,021.2



----------------------------
<FN>
(1) Does not include Olive Garden Cafe restaurants.
(2) Includes only Red Lobster, Olive Garden, Bahama Breeze and Smokey Bones
    restaurants. Does not include other restaurant concepts operated by the
    Company in the years reported that are no longer in operation.
(3) Includes total sales from all company operations, including sales from
    restaurant concepts besides Red Lobster, Olive Garden, Bahama Breeze and
    Smokey Bones that are no longer in operation.
</FN>
</TABLE>


Strategy

     The  restaurant  industry is generally  considered  to be comprised of four
segments: Quick Service,  Midscale,  Casual Dining and Fine Dining. The industry
is highly  fragmented and includes many independent  operators and small chains.
The Company believes that capable operators of strong  multi-unit  concepts will
have the opportunity to increase their share of the Casual Dining segment.

                                       2
<PAGE>

     The Company is a leader in the Casual  Dining  segment and is  committed to
the following three strategic building blocks:

        o             leadership development as a core competency;
        o             service and hospitality excellence; and
        o             culinary and beverage excellence.

     The Company supports these three strategic  imperatives with its continuing
commitment to diversity literacy and technology  literacy.  The Company believes
that its  continuing  focus on these three  building  blocks,  supported  by its
commitment to diversity and technology,  provides a strong foundation for future
growth.  The Company plans to grow by increasing  the number of  restaurants  in
each of its existing concepts and by developing or acquiring additional concepts
that can be expanded profitably.

Restaurant Concepts

Red Lobster

     Red  Lobster is the largest  Casual  Dining,  seafood-specialty  restaurant
operator it the United States. It offers an extensive menu featuring fresh fish,
shrimp, crab, lobster,  scallops, and other seafood in a casual atmosphere.  The
menu  includes a variety of specialty  seafood and  non-seafood  appetizers  and
desserts.  For the  thirteenth  consecutive  year,  Red  Lobster  was named Best
Seafood  Chain in  America in the annual  "Choice In Chains"  national  consumer
survey published in the March 2001 issue of Restaurants & Institutions magazine.
It is also the  recent  winner  of  Restaurant  Business  Magazine's  2001  Menu
Strategist Award for innovative menu offerings.

     Dinner  entree  prices  range  from  $7.25 to  $23.00,  with fresh fish and
certain lobster items available at market price.  Lunch entree prices range from
$4.99 to $10.99.  During  fiscal 2001,  the average check per person was between
$15.00 and $16.00,  with alcoholic  beverages  accounting for about 9 percent of
Red Lobster's sales. Red Lobster maintains  approximately 142 different menus to
reflect geographic differences in consumer preferences, prices and selections in
its trade areas, as well as a lower-priced children's menu.

     Fiscal 2001 was a record  year in both sales and  profits for Red  Lobster.
For the year,  same-restaurant sales at Red Lobster increased 5.9 percent. As of
the end of fiscal 2001, Red Lobster had enjoyed fourteen consecutive quarters of
same-restaurant sales increases.

Olive Garden

     Olive  Garden is the  market  share  leader  among  Casual  Dining  Italian
restaurants  in North  America.  Olive  Garden's  menu  includes  a  variety  of
authentic Italian foods featuring fresh  ingredients,  and an expanded wine list
that includes a broad selection of wines imported from Italy.  The menu includes
antipasti  (appetizers);  soups,  salad and garlic  breadsticks;  baked  pastas;
sauteed specialties with chicken,  seafood and fresh vegetables;  grilled meats;
and a variety of desserts. Olive Garden also uses coffee imported from Italy for
its espresso and cappuccino.

     Dinner  entree  prices  range from $7.50 to $15.95,  and most lunch  entree
prices range from $5.75 to $8.95. The price of each entree also includes as much
fresh salad or soup as a guest  desires.  During fiscal 2001,  the average check
per person was $12.50 to $13.50, with alcoholic beverages accounting for about 9
percent  of Olive  Garden's  sales.  Olive  Garden  maintains  approximately  24
different dinner menus and 18 lunch menus to reflect  geographic  differences in
consumer preferences,  prices and selections in its trade areas, as well as four
different lower-priced children's' menus.

     Fiscal 2001 was a record year for profits at Olive Garden.  Same-restaurant
sales at Olive Garden increased 7.2 percent during fiscal 2001. Olive Garden has
had 27 consecutive quarters of same-restaurant  sales increases as of the end of
fiscal 2001.

                                       3
<PAGE>

Bahama Breeze

     Bahama  Breeze  is a  Caribbean-themed  restaurant  which  offers  guests a
distinctive island dining experience. The first Bahama Breeze was opened in 1996
and met with strong positive  consumer  response.  The Company continued to test
the concept by opening a limited number of additional restaurants in each of the
following years, and began national  expansion of the concept in 1998. In fiscal
2001,  the Company  opened seven Bahama Breeze  restaurants in four new markets,
bringing the total to 21 restaurants in 15 markets.  The concept continues to be
well received by guests,  with strong sales  volumes and  earnings.  The Company
plans to open eight to ten new Bahama Breeze restaurants in fiscal 2002.

Smokey Bones BBQ Sports Bar

     The  Company's  newest  Casual  Dining  restaurant  concept,  Smokey Bones,
combines  barbeque with a relaxed sports bar atmosphere.  The Company opened the
first Smokey  Bones in September  1999.  There are  currently  nine Smokey Bones
restaurants,  and the  Company  plans  to open  eight  to ten new  Smokey  Bones
restaurants  in fiscal 2002. In June 2001,  the Company  announced  that it will
begin national expansion of Smokey Bones.

Recent and Planned Growth

     During fiscal 2001,  the Company opened 31 new  restaurants  (excluding the
relocation  of  existing  restaurants  to new sites and  rebuilding  at existing
sites) and closed  four  restaurants.  This  resulted  in a net  increase  of 27
restaurants in operation (or 29 including the relocation of existing restaurants
to new sites and  rebuilding  at  existing  sites).  The  Company  plans to open
approximately 40 to 49 new Red Lobster,  Olive Garden,  Bahama Breeze and Smokey
Bones  restaurants  during fiscal 2002  (excluding  relocations).  The Company's
actual and  projected  new  openings by concept  (excluding  the  relocation  of
existing  restaurants to new sites and  rebuilding at existing  sites) are shown
below.
<TABLE>
<CAPTION>
                                                                Actual                   Projected
                                                         Restaurant Openings        Restaurant Openings
                                                             Fiscal 2001                Fiscal 2002
                                                             -----------                -----------
         <S>                                             <C>                        <C>
         Red Lobster................................                  8                      10-12
         Olive Garden...............................                  9                      14-17
         Bahama Breeze..............................                  7                       8-10
         Smokey Bones...............................                  7                       8-10
                                                                   ----                    -------

               Totals...............................                 31                      40-49
                                                                   ====                      =====
</TABLE>

     The Company's  objective is to continue to expand its current  portfolio of
restaurant concepts,  and to develop or acquire additional concepts which can be
expanded  profitably.  It is  currently  testing  new  ideas and  concepts,  and
expanding  Bahama  Breeze  and Smokey  Bones  nationally  in light of  favorable
consumer response.  The Company also regularly evaluates  potential  acquisition
candidates  to assess  whether they would  satisfy the  Company's  strategic and
financial  objectives.  At present,  the Company has not identified any specific
acquisitions.

     The Company  will  continue to focus on  improving  operational  returns at
Olive  Garden  and Red  Lobster,  and limit new  restaurant  expansion  of those
concepts to the  highest-potential  sites. Olive Garden's expansion will include
its recently  developed "Tuscan Farmhouse" design, an outgrowth of the Company's
collaboration  with  Rocca del  Macie,  a  family-owned  winery in  Tuscany.  In
addition,  the Company  plans to expand Bahama Breeze and Smokey Bones at a pace
that will enable each new  restaurant to capture the concept's  full  potential.
The  specific  number of openings  will depend upon other  factors,  such as the
Company's ability to locate appropriate sites,  negotiate acceptable purchase or
lease terms, obtain necessary local governmental permits,  complete construction
and recruit and train restaurant management and hourly personnel.  Other factors
that may affect  the  ability of the  Company to meet its  projected  restaurant
openings are set forth on Exhibit 99, which is incorporated herein by reference.

     The Company  considers  location to be a critical  factor in  determining a
restaurant's  long-term success,  and the Company devotes  significant effort to
the site  selection  process for new  locations.  Prior to entering a market,  a

                                       4
<PAGE>

thorough  study is conducted to determine  the optimal  number and  placement of
restaurants.  The Company's  site  selection  process  incorporates a variety of
analytical techniques to evaluate key factors.  These factors include trade area
demographics,  such as target  population  density and household  income levels;
competitive influences in the trade area; the site's visibility,  accessibility,
and traffic  volume;  and proximity to activity  centers such as shopping malls,
hotel/motel  complexes,  offices and universities.  Members of senior management
evaluate,  inspect and approve each  restaurant  site prior to its  acquisition.
Constructing and opening a new restaurant  typically takes 120 to 180 days after
the site is acquired and permits are obtained.

     The following table illustrates the approximate average capital investment,
size and dining capacity of the eight Red Lobster and nine Olive Garden openings
(excluding  relocations  of existing  restaurants)  that occurred  during fiscal
2001.
<TABLE>
<CAPTION>
                                                  Capital           Square        Dining        Dining
                                                 Investment          Feet         Seats         Tables
         <S>                                     <C>                <C>           <C>           <C>
         Red Lobster........................     $3,413,000          7,060          177            51
         Olive Garden.......................     $3,711,000          7,857          215            51
</TABLE>


     The Company  systematically reviews the performance of its restaurant sites
to ensure that each  restaurant  meets its  standards.  When a restaurant  falls
below  minimum  standards,  a thorough  analysis is completed  to determine  the
causes,  and marketing and  operational  plans are  implemented  to improve that
restaurant's performance.  If performance does not improve to acceptable levels,
the site is  evaluated  for  relocation,  closing  or  conversion  to one of the
Company's other concepts.

     During  fiscal 2001,  the Company  permanently  closed two and relocated or
rebuilt  seven Red  Lobster  restaurants  in the  United  States,  and closed or
relocated  no  restaurants  in  Canada.  During  the same  period,  the  Company
permanently  closed two and relocated or rebuilt three Olive Garden  restaurants
in the United States, and none in Canada.

Restaurant Operations

     The Company believes that high-quality restaurant management is critical to
its long-term  success.  It also believes that its leadership  position,  strong
success-oriented   culture  and  various  short-term  and  long-term   incentive
programs,  including stock options and restricted stock, help attract and retain
highly motivated restaurant managers.

     The  Company's  restaurant  management  structure  varies  by  concept  and
restaurant  size.  Each  restaurant is led by a general  manager and one to four
additional  managers,  depending on the operating complexity and sales volume of
the  restaurant.  Each restaurant  also employs  approximately  65 to 140 hourly
employees,  most of whom work part-time.  The Company issues detailed operations
manuals  covering  all  aspects  of  restaurant  operations  as well as food and
beverage  manuals  which  detail the  preparation  procedures  of the  Company's
formulated  recipes.  The restaurant  management  teams are  responsible for the
day-to-day  operation of each  restaurant and for ensuring  compliance  with the
Company's  operating  standards.  At the  Company's  two largest  concepts,  Red
Lobster and Olive Garden,  restaurant general managers report to directors,  and
each  director  is  responsible  for seven to 14  restaurants.  Restaurants  are
visited regularly by all levels of supervision to ensure strict adherence to all
aspects of the Company's standards.

     Each concept's vice president or director of training, together with senior
operations  executives,  is  responsible  for developing  and  maintaining  that
concept's  operational training programs.  These efforts include a 12-to-15 week
training program for management  trainees,  and continuing  development programs
for  managers,  supervisors  and  directors.  The  emphasis of the  training and
development  programs  varies by restaurant  concept,  but includes  leadership,
restaurant  business  management  and culinary  skills.  The Company also uses a
highly structured  training program to open new restaurants,  including training
teams consisting of groups of employees experienced in all aspects of restaurant
operations. The opening training teams typically begin on-site training one week
prior to opening and remain on location one week following the opening. They are
phased out when  appropriate to enable a smooth  transition to the  restaurant's
operating staff.

                                       5
<PAGE>

Quality Assurance

     The  Company's   Quality   Assurance   Department  helps  ensure  that  all
restaurants provide  high-quality food products in a clean and safe environment.
Through rigorous physical evaluation and testing at the Company's North American
laboratories  and through "Point Source  Inspection" in  southeastern  Asia, the
Company  seeks to  ensure  that all  seafood  purchased  meets  or  exceeds  its
specifications.  Since  1976,  the  Company  has  maintained  a  microbiological
laboratory  to  routinely  test seafood and  commodity  products for quality and
microbiological  safety.  In addition,  quality  assurance  managers  visit each
restaurant  periodically  throughout  the year to review food  handling,  and to
provide  education  and  training  in food  safety and  sanitation.  The quality
assurance  managers  also serve as a liaison to  regulatory  agencies  on issues
relating to food safety.  The Company uses  independent  third party auditors to
inspect and evaluate  vendors of commodity  food products.  In this manner,  the
Company attempts to ensure that its suppliers are maintaining good manufacturing
practices and are operating  with the  comprehensive  industry  standard  Hazard
Analysis Critical Control Points programs in place.

Purchasing and Distribution

     The Company's  ability to ensure a consistent  supply of high-quality  food
and supplies at  competitive  prices to all of its restaurant  concepts  depends
upon procurement from reliable sources.  The Company's purchasing staff sources,
negotiates and purchases food and supplies from more than 2,500  suppliers in 45
countries.  Suppliers are required to meet strict quality  control  standards in
the  development,  harvest,  catch and production of food products.  Competitive
bids,  long-term contracts and long-term vendor relationships are routinely used
to manage availability and cost of products.

     The  Company  believes  that  its  seafood  purchasing  capabilities  are a
significant  competitive  advantage.  The Company's  purchasing  staff routinely
travels  within  the  United  States  and  internationally  to  source  over 100
varieties of top-quality  seafood at competitive  prices.  The Company  believes
that it has  established  excellent  long-term  relationships  with key  seafood
vendors,  and sources  product  directly  from the vendors  when  possible.  The
Company operates a procurement  office in Singapore to source products  directly
from Asia. While the supply of certain seafood species is volatile,  the Company
believes that it has the ability to identify alternative seafood products and to
adjust its menus as required.  All other  essential food products are available,
or  can  be  made  available  upon  short  notice,  from  alternative  qualified
suppliers. Because of the relatively rapid turnover of perishable food products,
inventories in the restaurants  have a modest aggregate dollar value in relation
to revenues. Controlled inventories of specified products are distributed to all
restaurants through national distribution companies.

Advertising and Marketing

     The  Company  believes  that it has  developed  significant  marketing  and
advertising  capabilities.  The  Company's  size  enables  it to  be a  dominant
advertiser in the Casual Dining segment of the restaurant industry.  The Company
leverages  the  efficiency  of  national  network  television   advertising  and
supplements  it  with  local  market  television   advertising.   The  Company's
restaurants  appeal to a broad spectrum of consumers and it uses advertising and
product  promotions  to  attract  customers.  The  Company  implements  periodic
promotions  as  appropriate  to maintain and increase its sales and profits.  It
also relies on radio and newspaper advertising,  as well as newspaper and direct
mail couponing programs, as appropriate,  to attract customers.  The Company has
developed  and  consistently  uses  sophisticated  consumer  marketing  research
techniques   to  monitor   customer   satisfaction   and   customers'   evolving
expectations.

Employees

     At the end of fiscal  2001,  the  Company  employed  approximately  128,900
persons.  Of these  employees,  approximately  1,200 were  corporate  or concept
personnel  located  in the  Company's  restaurant  support  center  in  Orlando,
Florida,  approximately  5,300  were  restaurant  management  personnel  in  the
restaurants  or in field  offices,  and the  remainder  were  hourly  restaurant
personnel. Of the restaurant support center employees,  approximately 56 percent
were in management and the balance were administrative or office employees.  The
operating  executives  of the  Company  have an average of more than 13 years of
experience with the Company.  The restaurant  general  managers average 11 years
with the Company.  The Company believes that it provides working  conditions and
compensation  that  compare  favorably  with  those  of  its  competition.  Most
employees,  other than restaurant
                                       6
<PAGE>

management and corporate  management,  are paid on an hourly basis.  None of the
Company's  employees  are  covered by a  collective  bargaining  agreement.  The
Company considers its employee relations to be good.

Management Information Systems

     The Company  strives for  leadership  in the  restaurant  business by using
technology  as a competitive  advantage.  Since 1975,  computers  located in the
restaurants have been used to assist in the management of the  restaurants.  The
Company has implemented  systems targeted at improved  financial  control,  cost
management,   enhanced  guest  service  and  improved  employee   effectiveness.
Management  information  systems  are  designed  to be  used  across  restaurant
concepts,  yet are  flexible  enough to meet the unique  needs of each  specific
restaurant  concept.  The Company is currently  upgrading both its financial and
human resource  (including  payroll and benefits)  systems using web enabled and
fully integrated  application  suites.  The  implementation of a high-speed data
network  connecting all  restaurants to all current and future  applications  is
also currently  underway.  Implementation  of these projects is expected to take
place during fiscal 2002.

     Restaurant  support  is  provided  from the  restaurant  support  center in
Orlando,  Florida,  seven days a week, 24 hours a day. A communications  network
sends and  receives  critical  business  data to and from the  restaurants  each
night,  providing  timely and  extensive  information  each  morning on business
activity in every location.  The restaurant  support center houses the Company's
data center,  which contains  sufficient  computing power to process information
from all  restaurants  quickly and  efficiently.  The Company's  information  is
processed  in a secured  environment  to protect  both the  actual  data and the
physical assets. The Company guards against business interruption by maintaining
a disaster recovery plan, which includes storing critical  business  information
off-site  and testing the disaster  recovery  plan at a hot-site  facility.  The
Company uses internally  developed  proprietary  software,  as well as purchased
software, with proven, non-proprietary hardware. This allows processing power to
be distributed effectively to each of the Company's restaurant locations.

     The  Company's  management  believes  its current  systems and the upgrades
expected to be implemented  during fiscal 2002 will well position the Company to
support  current  needs as well as future  growth.  The Company is  committed to
maintaining an industry leadership position in information systems and computing
technology.  The Company uses a strategic  information  systems planning process
that is integrated into the Company's  overall business planning and approved by
senior  management.  Information  systems  projects are  prioritized  based upon
strategic, financial, regulatory and other business advantage criteria.

Competition

     The  restaurant  industry is  intensely  competitive  with  respect to food
quality,  price,  service,  restaurant  location,  concept,   attractiveness  of
facilities,  and  effectiveness  of  advertising  and  marketing  programs.  The
restaurant  business is often affected by changes in consumer tastes;  national,
regional or local economic conditions; demographic trends; traffic patterns; the
type, number and location of competing restaurants; and consumers' discretionary
purchasing  power.  The Company  competes  within each market with  national and
regional chains as well as locally-owned restaurants, not only for customers but
also for  management  and hourly  personnel  and  suitable  real  estate  sites.
Restaurants  face growing  competition from the supermarket  industry,  which is
offering "convenient meals" in the form of improved entrees and side dishes from
the deli section.  The Company expects intense competition to continue in all of
these areas.

     Other  factors  pertaining  to the  Company's  competitive  position in the
industry are addressed under the sections entitled "Forward-Looking Statements,"
"Purchasing  and  Distribution,"  "Advertising  and  Marketing," and "Management
Information Systems," and elsewhere in this report.

Trademarks and Related Agreements

     The  Company  regards  its Darden  Restaurants(R),  Red  Lobster(R),  Olive
Garden(R),  Bahama  Breeze(R) and Smokey  Bones(R) BBQ Sports Bar service marks,
and other variations of these service marks, as having  significant value and as
being important in marketing the restaurants.  The Company's policy is to pursue
registration of its important service marks and trademarks whenever possible and
to oppose vigorously any infringement of them.

                                       7

<PAGE>

     The only restaurant  operations outside of North America  historically have
been conducted  through Red Lobster Japan Partners,  a partnership  venture with
the  Japanese  retailer  JUSCO  that was  established  in 1982.  The  historical
financial results of Darden exclude the results of such operations. On April 26,
1995,  the  Darden  subsidiary,  GMRI,  entered  into  an Area  Development  and
Franchise  Agreement  with Red Lobster  Japan  Partners,  which  operated 34 Red
Lobster  restaurants  in  Japan  as of May 27,  2001.  Darden  does  not have an
ownership interest in Red Lobster Japan Partners. Royalty income is not material
to the Company's consolidated financial statements.

Seasonality

     The Company's sales volumes fluctuate seasonally.  During fiscal years 2000
and 2001,  the Company's  sales were highest in the spring,  lowest in the fall,
and  comparable  during winter and summer.  Severe  weather,  storms and similar
conditions may impact sales volumes seasonally in some operating regions.

Government Regulation

     The Company is subject to various  federal,  state and local laws affecting
its  business.  Each of the  Company's  restaurants  must comply with  licensing
requirements  and  regulations by a number of  governmental  authorities,  which
include  health,  safety and fire agencies in the state or municipality in which
the restaurant is located.  The development and operation of restaurants  depend
on selecting and acquiring  suitable  sites,  which are subject to zoning,  land
use, environmental,  traffic and other regulations. To date, the Company has not
been  significantly  affected  by any  difficulty,  delay or  failure  to obtain
required licenses or approvals.

     Presently  about  9  percent  of  sales  are  attributable  to the  sale of
alcoholic beverages.  Regulations governing their sale require licensure by each
site (in most  cases,  on an  annual  basis)  and  licenses  may be  revoked  or
suspended  for cause at any time.  These  regulations  relate to many aspects of
restaurant operation,  including the minimum age of patrons and employees, hours
of operation, advertising, wholesale purchasing, inventory control and handling,
storage and  dispensing of alcoholic  beverages.  The failure of a restaurant to
obtain  or  retain  these  licenses  would  adversely  affect  the  restaurant's
operations.  The  Company  is also  subject  in  certain  states to  "dram-shop"
statutes,  which  generally  provide an injured party with  recourse  against an
establishment  that  wrongfully  serves  alcoholic  beverages to an  intoxicated
person,  causing the injury.  The Company carries liquor  liability  coverage as
part of its comprehensive general liability insurance.

     The  Company is also  subject to federal  and state  minimum  wage laws and
other laws governing such matters as overtime, tip credits,  working conditions,
safety  standards,  and hiring and employment  practices.  Changes in these laws
during fiscal 2001 have not had a material effect on the Company's operations.

     The Company is currently operating under a Tip Rate Alternative  Commitment
("TRAC")  agreement  with  the  Internal  Revenue  Service.   Through  increased
educational and other efforts in the restaurants, the TRAC agreement reduces the
likelihood of potential chain-wide employer-only FICA assessments for unreported
tips.

     The Company is subject to federal and state environmental regulations,  but
these rules have not had a material effect on the Company's  operations.  During
fiscal  2001,  there were no material  capital  expenditures  for  environmental
control facilities and no such expenditures are anticipated.

     The Company  continues to monitor its facilities  for  compliance  with the
Americans  With  Disabilities  Act of 1990 ("ADA") and related state statutes in
order to conform to their  requirements.  Under the ADA and related  state laws,
the Company could be required to expend funds to modify its  restaurants to make
them more readily  accessible to disabled persons,  to better provide service to
disabled  persons,  or to make  reasonable  accommodation  for the employment of
disabled persons.

                                       8

<PAGE>
Executive Officers

     The executive officers of the Company as of the date of this report are:

     Joe R. Lee, age 60, has been Chief  Executive  Officer of the Company since
December 1994 and Chairman of the Board of the Company since April 1995. Mr. Lee
joined Red Lobster in 1967 as a member of its opening  management  team, and was
named its President in 1975.  From 1970 to 1995, he held various  positions with
General Mills,  Inc., a manufacturer  and marketer of consumer food products and
the Company's former parent,  including Vice Chairman,  with  responsibility for
various consumer foods  businesses and corporate staff functions,  and Executive
Vice President, Finance and International Restaurants.

     Blaine  Sweatt,  III,  age 53, has been  Executive  Vice  President  of the
Company since April 1995,  President,  New Business  Development  of the Company
since  September  1996,  and a Director of the Company since 1995. He joined Red
Lobster in 1976 and was named Director of New Restaurant Concept  Development in
1981. From 1976 to 1995, he held various  positions with General Mills,  Inc., a
manufacturer  and marketer of consumer food  products and the  Company's  former
parent.  He led the teams that  developed  the Olive  Garden,  Bahama Breeze and
Smokey Bones concepts, among others.

     Bradley D. Blum,  age 47, has been  Executive Vice President of the Company
since  September  1997,  President  of Olive Garden  since  December  1994 and a
Director of the Company since 1997. He joined the Company in 1994 as Senior Vice
President of Marketing  for Olive Garden and served as Senior Vice  President of
the Company from 1995 until 1997. Prior to that time, he held various  positions
during a 16 year career with General Mills, Inc., a manufacturer and marketer of
consumer food products and the Company's former parent.

     Richard  E.  Rivera,  age 54,  has been  Executive  Vice  President  of the
Company,  President  of Red  Lobster  Restaurants  and a Director of the Company
since December 1997. He served as President and Chief Executive Officer of Chart
House  Restaurants,  Inc. from July until  December 1997, as President and Chief
Executive Officer of RARE Hospitality International, Inc., the owner of LongHorn
Steakhouse restaurants,  from 1994 to 1997, and as President and Chief Executive
Officer of TGI Friday's,  Inc. from 1988 to 1994. He began his career with Steak
& Ale  Restaurants of America and has held various  leadership  positions in the
industry  over  the last 25  years,  including  as a  Director  of the  National
Restaurant Association.

     Laurie B. Burns,  age 39, has been Senior Vice  President,  Development for
Darden  since  September  2000.  She  joined  the  Company in April 1999 as Vice
President of Development Red Lobster, and has over 15 years of experience in all
phases of  development.  She was a private real estate  consultant  from October
1998 until joining the Company in April 1999,  and was Regional  Vice  President
for  Development  for  the  Eastern  United  States  at  Homestead  Village,  an
extended-stay hotel company, from 1995 to 1998.

     Linda  J.  Dimopoulos,  age 50,  has  been  Senior  Vice  President,  Chief
Information  Officer of the Company with overall  responsibility for information
services and systems since  December  1999.  She joined the Company in 1982, and
was named  Director,  Corporate  Analysis in 1985.  In 1986,  she was named Vice
President,  Controller  for Red Lobster,  and then Vice  President,  Information
Services.  She served as Senior  Vice  President,  Financial  Operations  of Red
Lobster  from  1993  to July  1998,  and as  Senior  Vice  President,  Corporate
Controller and Business  Information Systems of the Company from July 1998 until
assuming her current position.

     Gary Heckel,  age 48, has been Senior Vice  President of the Company  since
June 1999 and  President of Bahama Breeze since July 1998. He joined the Company
in 1995 as Vice President,  Operations in the Company's New Business Development
division. He served as Senior Vice President,  Operations for Bahama Breeze from
August 1997 until  assuming his current  position.  His career in the restaurant
industry includes  employment with several major Quick Service and Casual Dining
restaurant companies,  such as Burger King Corporation,  Taco Bell Corp. and TGI
Friday's, Inc.

                                       9
<PAGE>

     Stephen  E.  Helsel,  age 56, has been  Senior  Vice  President,  Corporate
Controller of the Company since  December 1999. He joined the Company in 1973 as
an accountant with Red Lobster, and was named Vice President,  Controller of Red
Lobster in 1989. He served as Vice President, Controller, Accounting Services of
the  Company  from  1991 to 1996,  and as  Senior  Vice  President,  Information
Services of the Company from 1996 until December 1999.

     Daniel M. Lyons, age 48, has been Senior Vice President, Human Resources of
the Company  since  January  1997.  He joined the Company in 1993 as Senior Vice
President of Personnel for Olive Garden. Prior to joining Olive Garden, he spent
18 years with the Quaker Oats Company.

     Robert W. Mock, age 49, has been Senior Vice President of the Company since
July 1998 and  President of Smokey  Bones since  September  1999.  He joined the
Company in 1969. He served as Executive  Vice  President and General  Manager of
Red  Lobster  Canada  from  1992  to  1994,  and as  Executive  Vice  President,
Operations for Olive Garden from 1994 until July 1998.

     Barry  Moullet,  age  43,  has  been  Senior  Vice  President,  Purchasing,
Distribution  and Food  Safety for the  Company  since June 1999.  He joined the
Company in July 1996 as Senior  Vice  President,  Purchasing  and  Distribution.
Prior to  joining  the  Company,  he spent 15 years in the  purchasing  field in
various  positions  with  Restaurant  Services,  Inc., a Burger King  purchasing
co-operative, Kentucky Fried Chicken and the Pillsbury Company.

     Clarence Otis, Jr., age 45, has been Senior Vice President, Chief Financial
Officer of the Company  since  December  1999.  He joined the Company in 1995 as
Vice  President  and  Treasurer.  He served as Senior Vice  President,  Investor
Relations  and  Treasurer  of the  Company  from July 1997 to July 1998,  and as
Senior Vice  President,  Finance and Treasurer from July 1998 until assuming his
current position in December 1999. Prior to joining the Company, he was employed
by Chemical  Securities,  Inc.,  an investment  banking firm,  where he had been
Managing Director and Manager of Public Finance since 1991.

     Paula J. Shives,  age 50, has been Senior Vice  President,  General Counsel
and  Secretary of the Company since June 1999.  She served as Associate  General
Counsel  (1985-1995)  and Senior Vice  President,  General Counsel and Secretary
(1995-1999) of Long John Silver's  Restaurants,  Inc., until joining the Company
in May 1999.

     Richard  J.  Walsh,  age 49,  has been  Senior  Vice  President,  Corporate
Relations  of  the  Company  since  1994.  He  joined  General  Mills,  Inc.,  a
manufacturer  and marketer of consumer food  products and the  Company's  former
parent, in 1984 as Manager of Government  Affairs for Red Lobster.  He served as
Vice  President  of  Government  and  Community   Relations  for  General  Mills
Restaurants, Inc. from 1987 until assuming his current position with the Company
in December 1994.

Forward-Looking Statements

     Certain information included in this report and other materials filed or to
be filed by the Company with the Commission (as well as information  included in
oral or written  statements made or to be made by, or on behalf of, the Company)
may contain  statements that are  forward-looking  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  This forward-looking  information is based on
assumptions   concerning   important   risks  and   uncertainties   that   could
significantly affect anticipated results in the future and,  accordingly,  could
cause the  actual  results to differ  materially  from  those  expressed  in the
forward-looking  statements.  These risks and uncertainties include competition,
economic and market conditions,  changes in food and other costs, the importance
of locations,  government  regulations and the Company's  ability to achieve its
growth  objectives,  each of which is more specifically  discussed in Exhibit 99
filed with and incorporated into this report.

                                       10
<PAGE>

Item 2.  PROPERTIES

     As of May 27, 2001, the Company operated 1,168  restaurants  (including 661
Red  Lobster,  477  Olive  Garden,  21  Bahama  Breeze  and  nine  Smokey  Bones
restaurants) and one Olive Garden Cafe in the following locations:

<TABLE>
<CAPTION>
<S>      <C>                        <C>                       <C>                       <C>

         Alabama (19)               Iowa (13)                 Nevada (10)               South Dakota (3)
         Arizona (26)               Kansas (11)               New Hampshire (3)         Tennessee (25)
         Arkansas (10)              Kentucky (14)             New Jersey (27)           Texas (97)
         California (88)            Louisiana (7)             New Mexico (8)            Utah (10)
         Colorado (22)              Maine (3)                 New York (46)             Vermont (1)
         Connecticut (9)            Maryland (19)             North Carolina (25)       Virginia (39)
         Delaware (4)               Massachusetts (8)         North Dakota (4)          Washington (21)
         Florida (120)              Michigan (45)             Ohio (69)                 West Virginia (5)
         Georgia (46)               Minnesota (21)            Oklahoma (17)             Wisconsin (20)
         Hawaii (1)                 Mississippi (7)           Oregon (10)               Wyoming (2)
         Idaho (6)                  Missouri (26)             Pennsylvania (55)         Canada (37)
         Illinois (48)              Montana (2)               Rhode Island (2)
         Indiana (34)               Nebraska (7)              South Carolina (17)
</TABLE>

     Of the Company's  1,168  restaurants  and the Olive Garden Cafe open on May
27, 2001,  752 were on owned sites and 417 were on leased sites.  The 417 leases
are classified as follows:

      Land-Only Leases (Darden owns buildings and equipment)........         301
      Ground and Building Leases....................................          61
      Space/In-Line/Other Leases....................................          55
                                                                            ----

           Total....................................................         417
                                                                             ===

     During fiscal 1999, the Company formed two subsidiary corporations, each of
which  elected to be taxed as a Real  Estate  Investment  Trust  ("REIT")  under
Sections 856 through 860 of the Internal Revenue Code. These elections limit the
activities for both  corporations  to holding  certain real estate  assets.  The
formation  of these two REITs is  designed  primarily  to assist the  Company in
managing its real estate  portfolio  and possibly to provide a vehicle to access
future capital markets.

     Both REITs are non-public REITs. Through its subsidiary  companies,  Darden
indirectly  owns 100% of all voting  stock and  greater  than 99.5% of the total
value of each REIT. For financial reporting purposes, both REITs are included in
Darden's consolidated group.
     The  Company  owns its  executive  offices,  culinary  center and  training
facilities  in Orlando,  Florida.  Except in limited  instances,  the  Company's
restaurant   sites  and  other  facilities  are  not  subject  to  mortgages  or
encumbrances securing money borrowed by the Company from outside sources.

     See also Notes 5 and 13 of Notes to  Consolidated  Financial  Statements on
pages  31  and  34,  respectively,  of  the  Company's  2001  Annual  Report  to
Shareholders, incorporated herein by reference.

Item 3.  LEGAL PROCEEDINGS

     From time to time, the Company is made a party to legal proceedings arising
in the  ordinary  course of  business.  The Company  does not  believe  that the
results of these legal  proceedings,  even if unfavorable  to the Company,  will
have  a  materially  adverse  impact  on  its  financial  position,  results  of
operations or cash flows. See the section entitled "Government Regulation" for a
discussion of various federal, state and local regulatory matters.

                                       11

<PAGE>


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  information  concerning  the dividends and high and low intraday sales
prices for the Company's  common shares on the New York Stock  Exchange for each
full quarterly period during fiscal 2000 and 2001 contained in Note 18 Quarterly
Data  on  page  39 of the  Company's  2001  Annual  Report  to  Shareholders  is
incorporated herein by reference.  As of July 23, 2001, there were 34,442 record
holders of the Company's common shares.

Item 6.  SELECTED FINANCIAL INFORMATION

     The  information  for fiscal 1997 through 2001,  contained in the Five Year
Financial   Summary  on  page  40  of  the  Company's   2001  Annual  Report  to
Shareholders, is incorporated herein by reference.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The information set forth in the section entitled "Management's  Discussion
and  Analysis of  Financial  Condition  and Results of  Operations"  on pages 18
through 21 of the Company's 2001 Annual Report to  Shareholders  is incorporated
herein by reference.

Item 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The text under the heading "Quantitative and Qualitative  Disclosures About
Market Risk" contained within "Management's Discussion and Analysis of Financial
Condition and Results of  Operations"  on page 21 of the  Company's  2001 Annual
Report to Shareholders is incorporated herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  Independent  Auditors'  Report,  Consolidated  Statements of Earnings,
Consolidated Balance Sheets, Consolidated Statements of Changes in Stockholders'
Equity,  Consolidated  Statements  of Cash  Flows,  and  Notes  to  Consolidated
Financial  Statements on pages 22 through 39 of the Company's 2001 Annual Report
to Shareholders are incorporated herein by reference.

Item  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

         Not applicable.

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information  contained in the sections  entitled  "Who are This Year's
Nominees?"  on pages 6 through 8,  "What are the  Committees  of the  Board?" on
pages  9  through  10,  and  "Section  16(a)  Beneficial   Ownership   Reporting
Compliance" on page 29 of the Company's  definitive Proxy Statement dated August
15, 2001, is incorporated herein by reference.  Information  regarding executive
officers is contained in Part I above under the heading "Executive Officers."

                                       12

<PAGE>

Item 11.  EXECUTIVE COMPENSATION

     The  information  contained in the  sections  entitled  "How are  Directors
Compensated?"  on pages  10-11,  "Summary  Compensation  Table" on pages  16-17,
"Option  Grants in Last Fiscal Year" on page 18,  "Stock  Option  Exercises  and
Holdings" on page 19, "Do Executive Officers Currently  Participate in a Defined
Benefit   Retirement   Plan?"   on  page  20,   "Does  the   Company   Have  Any
Change-in-Control   Agreements?"  on  page  20,  and   "Compensation   Committee
Interlocks  and Insider  Participation"  on page 25 of the Company's  definitive
Proxy Statement dated August 15, 2001, is incorporated herein by reference.  The
information  appearing in such Proxy Statement  under the heading  "Compensation
Committee Report" (except under the heading  "Compensation  Committee Interlocks
and Insider Participation") is not incorporated herein.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information  contained in the section entitled  "Security  Ownership of
Principal Shareholders" on pages 12-13 and "Security Ownership of Management" on
pages 14-15 of the Company's  definitive  Proxy Statement dated August 15, 2001,
is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  contained  in the  sections  entitled  "Does the  Company
Provide Incentives for Executives to Meet Their Share Ownership  Guidelines?" on
page 21, and "Are There Any Other Relationships or Related  Transactions Between
the Company and its  Management?" on page 21 of the Company's  definitive  Proxy
Statement dated August 15, 2001, is incorporated herein by reference.


                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      1.  Financial Statements:

         Consolidated  Statements  of  Earnings  for the fiscal  years ended May
27, 2001, May 28, 2000, and May 30, 1999  (incorporated  by reference to page 23
of the Company's 2001 Annual Report to Shareholders).

         Consolidated   Balance  Sheets  at  May  27,  2001  and  May  28,  2000
(incorporated  by reference to page 24 of the  Company's  2001 Annual  Report to
Shareholders).

         Consolidated  Statements  of Changes  in Stockholders'  Equity  for the
fiscal years ended May 27, 2001, May 28, 2000, and May 30, 1999 (incorporated by
reference to page 25 of the Company's 2001 Annual Report to Shareholders).

        Consolidated  Statements  of Cash Flows for  the fiscal years  ended May
27, 2001, May 28,  2000,  and May 30, 1999  (incorporated  by  reference to page
26 of the Company's 2001 Annual Report to Shareholders).

        Notes to  Consolidated  Financial Statements (incorporated  by reference
to pages 27 through 39 of the Company's 2001 Annual Report to Shareholders).

         2.  Financial Statements Schedules:

         Not applicable.

         3.  Exhibits:

          Pursuant to Item  601(b)(4)(iii)  of Regulation S-K, copies of certain
     instruments defining the rights of holders of certain long-term debt of the
     Company are not filed,  and in lieu thereof,  the Company agrees to furnish
     copies thereof to the Securities and Exchange Commission upon request.

                                       13
<PAGE>

         Exhibit Number                          Title

                3(a)        Articles  of   Incorporation   (incorporated  herein
                            by   reference  to Exhibit  3(a)  to  the  Company's
                            Registration Statement on Form  10  effective May 5,
                            1995).

                3(b)        Bylaws (incorporated herein by reference  to Exhibit
                            3(b) to the Company's Registration Statement on Form
                            10 effective May 5, 1995).

                4(a)        Rights Agreement  dated as of  May 28, 1995  between
                            the Company and Wells Fargo Bank Minnesota, National
                            Association,   formerly    known as    Norwest  Bank
                            Minnesota,  N.A., as amended May 23, 1996,  assigned
                            to First Union National Bank, as Rights Agent, as of
                            September  29, 1997  (incorporated  by  reference to
                            Exhibit 4(a) to the Company's  Annual Report on Form
                            10-K for the fiscal year ended May 31, 1998).

                4(b)        Indenture  dated  as of January 1, 1996, between the
                            Company  and Wells  Fargo  Bank  Minnesota, National
                            Association,   formerly   known   as   Norwest  Bank
                            Minnesota, N.A.,  as Trustee (incorporated herein by
                            reference to the  Company's  Current  Report on Form
                            8-K filed February 9, 1996).

             *10(a)         Darden  Restaurants, Inc. Amended and Restated Stock
                            Option  and  Long-Term Incentive  Plan  of  1995, as
                            amended.

             *10(b)         Darden Restaurants, Inc. FlexComp Plan (incorporated
                            herein   by   reference   to Exhibit  10(b)  to  the
                            Company's   Registration   Statement  on   Form   10
                            effective May 5, 1995).

             *10(c)         Darden Restaurants, Inc. Stock Option and  Long-Term
                            Incentive Conversion Plan, as amended (incorporated)
                            herein   by  reference  to  Exhibit  10(c)  to   the
                            to the Company's Annual Report on Form  10-K for the
                            fiscal year ended May 26, 1996).

             *10(d)         Supplemental Pension  Plan of   Darden  Restaurants,
                            Inc. (incorporated  herein by reference  to  Exhibit
                            10(d)  to the  Company's  Registration Statement  on
                            Form  10 effective May 5, 1995).

             *10(e)         Executive  Health Plan of Darden  Restaurants,  Inc.
                            (incorporated  herein by reference to Exhibit  10(e)
                            to the Company's  Registration  Statement on Form 10
                            effective May 5, 1995).

             *10(f)         Darden  Restaurants, Inc.  Stock Plan for Directors,
                            as amended (incorporated    by  reference to Exhibit
                            10(f) to the  Company's  Annual Report on  Form 10-K
                            for the fiscal year ended May 31, 1998).

             *10(g)         Darden Restaurants, Inc. Compensation Plan for  Non-
                            Employee  Directors,  as  amended  (incorporated  by
                            reference  to Exhibit 10(g)  to the Company's Annual
                            Report on Form 10-K for  the fiscal  year ended  May
                            31, 1998).

             *10(h)         Darden Restaurants, Inc. Management and Professional
                            Incentive    Plan, as   amended   and       restated
                            (incorporated by reference to Exhibit 10(h)   to the
                            Company's Annual Report on Form 10-K for the  fiscal
                            year ended May 28, 2000).

             *10(i)         Benefits Trust Agreement dated as of October 3, 1995
                            between the Company and Wells Fargo Bank  Minnesota,
                            National Association, formerly known as Norwest Bank
                            Minnesota, N.A., as Trustee (incorporated  herein by
                            reference to Exhibit 10(i)  to the  Company's Annual
                            Report on Form 10-K for the  fiscal  year  ended May
                            25, 1997).

                                       14
<PAGE>

             *10(j)         Form of Management Continuity Agreement, as amended,
                            between the Company  and  certain  of its  executive
                            officers   (incorporated  herein  by   reference  to
                            Exhibit 10(j) to  the  Company's  Annual  Report  on
                            Form 10-K for the fiscal year ended May 25, 1997).

             *10(k)         Form of documents for  Fiscal  1998 Stock  Purchase/
                            Option  Award  program of  Darden Restaurants, Inc.:
                            Non-Negotiable  Promissory   Note and  Stock  Pledge
                            Agreement.

                12          Computation of  Ratio  of  Consolidated  Earnings to
                            Fixed Charges.

                13          Portions of 2001 Annual Report to Shareholders.

                21          Subsidiaries of Darden Restaurants, Inc.

                23          Independent Accountants' Consent.

                24          Powers of Attorney.

                99          Cautionary  Statements  Under the Private Securities
                            Litigation Reform Act of 1995.


*  Items that are management contracts or compensatory plans or arrangements
   required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K and
   Item 601(b)(10)(iii)(A) of Regulation S-K.


   The Company will furnish copies of any exhibit listed above upon request upon
   the payment of a reasonable fee to cover the Company's expenses in furnishing
   such exhibit.

(b)      Reports on Form 8-K.  During the last quarter  covered by this  report,
         the Company filed the following current report on Form 8-K:

         (i)  Current report on Form 8-K dated March 21, 2001, reporting certain
              financial  results for the third quarter of fiscal 2001, reporting
              February  same-restaurant  sales    results,  and  announcing  the
              election  of former   Senator Connie  Mack,  III to  the Board  of
              Directors.

                                       15
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

         Dated:  August 15, 2001                       DARDEN RESTAURANTS, INC.
                                                       By:    /s/ Joe R. Lee
                                                              --------------
                                                                Joe R. Lee
                                                       Chairman of the Board and
                                                        Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>

     Signature                             Title                                                    Date
     <S>                                   <C>                                                      <C>

     /s/ Joe R. Lee                        Director, Chairman of the Board and Chief                August 15, 2001
------------------------------
     Joe R. Lee                            Executive Officer (Principal executive officer)

     /s/ Clarence Otis, Jr.                Senior Vice President and Chief Financial Officer        August 15, 2001
-------------------------------
       Clarence Otis, Jr.                  (Principal financial and accounting officer)

     /s/ Bradley D. Blum*                  Director
-------------------------------
          Bradley D. Blum

     /s/ Daniel B. Burke*                  Director
-------------------------------
          Daniel B. Burke

     /s/Odie C. Donald*                    Director
-------------------------------
          Odie C. Donald

     /s/ Julius Erving, II*                Director
-------------------------------
          Julius Erving, II

      /s/ Cornelius McGillicuddy, III*  ** Director
------------------------------------
          Cornelius McGillicuddy, III

     /s/ Richard E. Rivera*                Director
-------------------------------
          Richard E. Rivera

    /s/ Michael D. Rose*                   Director
-------------------------------
          Michael D. Rose

     /s/ Hector de J. Ruiz*                Director
-------------------------------
          Hector de J. Ruiz

     /s/ Maria A. Sastre*                  Director
-------------------------------
          Maria A. Sastre

     /s/ Jack A. Smith*                    Director
-------------------------------
          Jack A. Smith

                                       16

<PAGE>



     /s/ Blaine Sweatt, III*               Director
-------------------------------
          Blaine Sweatt, III

     /s/ Rita P. Wilson*                   Director
-------------------------------
          Rita P. Wilson
</TABLE>


*BY: /s/ Paula J. Shives
     -------------------
     Paula J. Shives, Attorney-In-Fact
     August 15, 2001


**   Popularly  known as Senator  Connie  Mack,  III.  Senator  Mack signs legal
     documents,  including  this Form 10-K,  under his legal  name of  Cornelius
     McGillicuddy, III.
                                       17



<PAGE>

                                  EXHIBIT INDEX

        Exhibit
        Number                        Title

          3(a)        Articles  of  Incorporation   (incorporated   herein    by
                      reference to Exhibit 3(a)  to the  Company's  Registration
                      Statement on Form 10 effective May 5, 1995).

          3(b)        Bylaws (incorporated  herein  by reference to Exhibit 3(b)
                      to  the  Company's  Registration   Statement  on  Form  10
                      effective May 5, 1995).

          4(a)        Rights Agreement  dated as of  May 28,  1995  between  the
                      Company  and   Wells   Fargo  Bank   Minnesota,   National
                      Association, formerly known  as  Norwest  Bank  Minnesota,
                      N.A., as amended May 23, 1996,   assigned to  First U nion
                      National Bank, as Rights Agent, as of  September 29,  1997
                      (incorporated  by   reference  to  Exhibit  4(a)  to   the
                      Company's Annual Report on Form 10-K for the  fiscal  year
                      ended May 31, 1998).

          4(b)        Indenture dated as of January 1, 1996, between the Company
                      and Wells  Fargo  Bank  Minnesota,  National  Association,
                      formerly known as Norwest Bank Minnesota, N.A., as Trustee
                      (incorporated herein by reference to the Company's Current
                      Report on Form 8-K filed February 9, 1996).

       * 10(a)        Darden Restaurants, Inc. Amended and Restated Stock Option
                      and Long-Term  Incentive Plan of 1995, as amended.

       * 10(b)        Darden  Restaurants,  Inc.  FlexComp  Plan   (incorporated
                      herein  by  reference  to  Exhibit  10(b) to the Company's
                      Registration Statement on Form 10  effective May 5, 1995).

       * 10(c)        Darden   Restaurants,  Inc.  Stock  Option  and  Long-Term
                      Incentive Conversion Plan, as amended (incorporated herein
                      by reference to Exhibit 10(c) to the Company's Annual
                      Report on Form  10-K  for  the fiscal  year ended  May 26,
                      1996).

       * 10(d)        Supplemental   Pension  Plan  of  Darden Restaurants, Inc.
                      (incorporated herein by  reference to Exhibit 10(d) to the
                      Company's Registration Statement on Form 10 effective  May
                      5, 1995).

       * 10(e)        Executive   Health  Plan of  Darden   Restaurants,    Inc.
                      (incorporated herein by reference to Exhibit 10(e)  to the
                      Company's Registration Statement on Form 10  effective May
                      5, 1995).

       *10(f)         Darden  Restaurants,  Inc.  Stock  Plan  for Directors, as
                      amended (incorporated by  reference  to Exhibit  10(f)  to
                      the Company's Annual Report  on  Form 10-K  for the fiscal
                      year ended May 31, 1998).

       *10(g)         Darden   Restaurants,  Inc.  Compensation  Plan  for  Non-
                      Employee Directors, as amended (incorporated by  reference
                      to Exhibit 10(g) to the  Company's Annual  Report on  Form
                      10-K for the fiscal year ended May 31, 1998).

       *10(h)         Darden Restaurants,   Inc.   Management  and  Professional
                      Incentive Plan, as amended and  restated  (incorporated by
                      reference to Exhibit 10(h) to the Company's  Annual Report
                      on Form 10-K for the fiscal year ended May 28, 2000).

       *10(i)         Benefits  Trust  Agreement  dated  as  of October 3, 1995,
                      between the  Company  and   Wells Fargo  Bank   Minnesota,
                      National  Association,  formerly  known  as   Norwest Bank
                      Minnesota,   N.A.,  as  Trustee  (incorporated  herein  by
                      reference to Exhibit 10(i) to  the Company's Annual Report
                      on Form 10-K for the fiscal year ended May 25, 1997).
<PAGE>

       *10(j)         Form  of  Management  Continuity  Agreement,  as  amended,
                      between the Company and certain of its executive  officers
                      (incorporated herein by reference to  Exhibit 10(j) to the
                      Company's Annual Report on Form 10-K  for the fiscal  year
                      ended May 25, 1997).

       *10(k)         Form  of  documents  for Fiscal 1998 Stock Purchase/Option
                      Award  program of Darden Restaurants, Inc.: Non-Negotiable
                      Promissory Note and Stock Pledge Agreement.

           12        Computation  of  Ratio  of  Consolidated  Earnings to Fixed
                     Charges.

           13        Portions of 2001 Annual Report to Shareholders.

           21        Subsidiaries of Darden Restaurants, Inc.

           23        Independent Accountants' Consent.

           24        Powers of Attorney.

           99        Cautionary    Statements   Under  the  Private   Securities
                     Litigation Reform Act of 1995.




* Items marked with an asterisk are management  contracts or compensatory  plans
or arrangements  required to be filed as an exhibit  pursuant to Item 14 of Form
10-K and Item 601(b)(10)(iii)(A) of Regulation S-K.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10a.txt
<DESCRIPTION>EXH10APLAN
<TEXT>

                                                                   EXHIBIT 10(a)







                            DARDEN RESTAURANTS, INC.

                              AMENDED AND RESTATED
                STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1995

























THIS  DOCUMENT,  DATED MAY 27, 2001  CONSTITUTES  PART OF A PROSPECTUS  COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Additional  information about this Plan and its  administrators  may be obtained
without charge by writing to the Supervisor,  Stock Compensation  Plans,  Darden
Restaurants,  Inc.,  Compensation  Department,  P.O.  Box  593330,  Orlando,  FL
32859-3330, or by calling (407) 245-4293.


                                       1


<PAGE>



                            DARDEN RESTAURANTS, INC.
                              AMENDED AND RESTATED
                STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1995


1.   PURPOSE OF THE PLAN

     The purpose of the Darden  Restaurants,  Inc.  Amended and  Restated  Stock
     Option and Long-Term  Incentive Plan of 1995 (the "Plan") is to attract and
     retain able employees by rewarding employees of Darden  Restaurants,  Inc.,
     its  subsidiaries  and  affiliates  (defined as  entities  in which  Darden
     Restaurants,  Inc. owns an equity  interest of 25% or more)  (collectively,
     the "Company") who are responsible for the growth and sound  development of
     the business of the Company,  and to align the  interests of all  employees
     with those of the  stockholders  of the Company and to  compensate  certain
     management  employees of the Company by granting  stock  options in lieu of
     salary increases or other compensation or employee benefits.

2.   EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN

     A.   Effective Date and Duration

          This Plan  shall  become  effective  as of the  effective  date of the
          distribution of Darden  Restaurants,  Inc. Common Stock to the holders
          of General Mills, Inc. common stock. Awards may be made under the Plan
          until September 30, 2004.

     B.   Summary of Option Provisions for Participants

          The stock  option  that will be awarded to  employees  under this Plan
          gives a right to an  employee  to  purchase at a future date shares of
          Darden  Restaurants,  Inc.  Common  Stock  at a  fixed  price.  As  an
          employee,  you will  receive an "option  agreement"  in your own name,
          which will contain the term and other  conditions of the option grant.
          In general,  each option  agreement will state the number of shares of
          Darden  Restaurants,  Inc. Common Stock that you can purchase from the
          Company,  the price at which you can purchase the shares, and the last
          date you can make your purchase.  You will not have any taxable income
          when you receive the option agreement.

          The price at which you may buy the  Darden  Restaurants,  Inc.  shares
          will be equal to the  market  price of the  Company  shares on the New
          York Stock  Exchange  as of the day the option was  awarded to you. If
          after the period that you must hold the option before you can exercise
          such option the price of Darden  Restaurants,  Inc.  Common  Stock has
          risen,  you will be able to make a gain on exercising the option equal
          to the  difference  between the  exercise  price of the option and the
          market price of Darden  Restaurants,  Inc.  shares on the date you use
          your option to buy shares  under the terms of the option  certificate.
          This gain will be taxable to you.

                                       2
<PAGE>

          You will never be obligated to buy shares of the Company if you do not
          wish to do so.  After  the  required  holding  period  before  you can
          exercise  the  option,  you can  continue  to hold  the  option  as an
          employee  for the  remaining  years of the  option  before  making the
          decision whether or not to buy shares of the Company.  Thereafter, the
          rights under the option will lapse and cannot be used by the employee.

          Generally you cannot sell or assign the option to any other person and
          the  specific  provisions  which  cover your  rights in the option are
          covered in the full text of the Plan.

3.   ADMINISTRATION OF THE PLAN

     The  Plan  shall  be  administered  by  the  Compensation   Committee  (the
     "Committee").  The  Committee  shall be comprised  solely of  non-employee,
     independent  members of the Board of Directors  (the "Board")  appointed in
     accordance  with the Company's  Articles of  Incorporation.  Subject to the
     provisions of Section 14, the Committee shall have authority to adopt rules
     and  regulations  for  carrying  out the  purpose  of the Plan,  select the
     employees  to whom  Awards  will be made  ("Participants"),  determine  the
     number of shares to be awarded and the other terms and conditions of Awards
     in  accordance  with  the  Plan  provisions  and  interpret,  construe  and
     implement  the  provisions  of the Plan;  provided that if at any time Rule
     16b-3 or any successor rule ("Rule  16b-3") under the  Securities  Exchange
     Act of 1934,  as amended (the "1934 Act"),  so permits,  without  adversely
     affecting  the  ability  of the  Plan to  comply  with the  conditions  for
     exemption  from  Section 16 of the 1934 Act (or any  successor  provisions)
     provided by Rule 16b-3,  the  Committee  may  delegate its duties under the
     Plan in  whole or in part,  on such  terms  and  conditions,  to the  Chief
     Executive  Officer and to other senior  officers of the  Company;  provided
     further,  that only the Committee may select and make other decisions as to
     Awards to Participants who are subject to Section 16 of the 1934 Act and to
     other executives of the Company.  The Committee (or its permitted delegate)
     may  correct  any  defect  or  supply  any   omission  or   reconcile   any
     inconsistency in any agreement  relating to any Award under the Plan in the
     manner and to the extent it deems necessary. Decisions of the Committee (or
     its permitted  delegate)  shall be final,  conclusive  and binding upon all
     parties, including the Company, stockholders and Participants.

4.   COMMON STOCK SUBJECT TO THE PLAN

     The shares of common  stock of the  Company  (without  par value)  ("Common
     Stock") to be issued upon exercise of a Stock Option, awarded as Restricted
     Stock,  or issued upon  expiration of the restricted  period for Restricted
     Stock Units,  may be made available from the authorized but unissued Common
     Stock,  shares of Common Stock held in the  Company's  treasury,  or Common
     Stock purchased by the Company on the open market or otherwise. Approval of
     the  Plan  by  the  sole   shareholder  of  the  Company  shall  constitute
     authorization to use such shares for the Plan.

     The Committee,  in its discretion,  may require as a condition to the grant
     of Stock Options, Restricted Stock or Restricted Stock Units (collectively,
     "Awards"),  the deposit of Common Stock owned by the Participant  receiving
     such grant, and the forfeiture of such Awards,  if such deposit is not made
     or  maintained  during  the  required  holding  period  or  the  applicable

                                       3
<PAGE>

     restricted  period.  Such  shares  of  deposited  Common  Stock  may not be
     otherwise sold, pledged or disposed of during the applicable holding period
     or restricted  period.  The Committee may also determine whether any shares
     issued upon exercise of a Stock Option shall be restricted in any manner.


     The maximum aggregate number of shares of Common Stock authorized under the
     Plan for which Awards may be granted under the Plan is 22,200,000. Upon the
     expiration,  forfeiture,  termination or cancellation, in whole or in part,
     of  unexercised  Stock  Options,  or  forfeiture  of  Restricted  Stock  or
     Restricted  Stock Units on which no dividends or dividend  equivalents have
     been paid,  the  shares of Common  Stock  subject  thereto  shall  again be
     available for Awards under the Plan.

     The number of shares  subject to the Plan, the  outstanding  Awards and the
     exercise price per share of outstanding  Stock Options may be appropriately
     adjusted by the Committee in the event that:

     (i) the number of  outstanding  shares of Common  Stock shall be changed by
     reason  of  split-ups,  spin-offs,  combinations  or  reclassifications  of
     shares;

     (ii)  any stock dividends are distributed to the holders of Common Stock;

     (iii) the Common Stock is converted into or exchanged for other shares as a
     result of any merger or consolidation (including a sale of assets) or other
     recapitalization,  or other similar  events occur which affect the value of
     the Common Stock;  or

     (iv)  the Committee determines such  adjustments are appropriate to prevent
     dilution or enlargement of the benefits or potential  benefits  intended to
     be made available under the Plan.

5.   ELIGIBLE PERSONS

     Only persons who are  employees of the Company shall be eligible to receive
     Awards  under  the Plan  ("Participants").  No  Award  shall be made to any
     member of the Committee or any other non-employee director of the Company.

6.   PURCHASE PRICE OF STOCK OPTIONS

     The purchase  price for each share of Common Stock  issuable  under a Stock
     Option  shall not be less than 100% of the Fair Market  Value of the shares
     of Common Stock on the date of grant.  "Fair  Market  Value" as used in the
     Plan shall equal the mean of the high and low price of the Common  Stock on
     the New York Stock Exchange on the applicable date.

7.   STOCK OPTION TERM AND TYPE

     The term of any  Stock  Option as  determined  by the  Committee  shall not
     exceed 10 years from the date of grant and shall  expire as of the close of
     business on the last day of the
                                       4
<PAGE>

     designated  term,  unless  terminated  earlier under the  provisions of the
     Plan. All Stock Option grants under the Plan shall be  non-qualified  stock
     options  governed by Section 83 of the Internal  Revenue  Code of 1986,  as
     amended (the "Code").

8.   EXERCISE OF STOCK OPTIONS

     A.   Of the  22,200,000  shares of Common  Stock  authorized  for  issuance
          hereunder,  not less than  3,000,000  shall be  issued  only as salary
          replacement  Stock  Options  ("SRO's")  in lieu of  salary  increases,
          compensation or other employee benefits, subject that SRO's granted to
          directors  pursuant to the Stock Plan for Directors (as amended) shall
          also be included within such 3,000,000 shares of Common Stock.  Except
          as provided in Sections 12 and 13, each Stock Option  issued as an SRO
          may be exercised as determined by the Committee in its discretion.

     B.   Except as  provided  in  Sections  12 and 13 (Change  of  Control  and
          Termination of Employment),  each Stock Option, other than an SRO, may
          be exercised  from the date of grant no sooner than in  increments  of
          one-third  after two years,  one-third after three years and one-third
          after four years,  subject to the Participant's  continued  employment
          with the Company  and in  accordance  with other terms and  conditions
          prescribed by the  Committee  which may specify a longer period before
          an option may be exercised.

     C.   The  number  of  shares  of Common  Stock  subject  to Stock  Options,
          excluding  SRO's,  granted  under the Plan to any  single  Participant
          shall not exceed  300,000 shares in each of the last four fiscal years
          of the Plan  determined on a prospective  and  retroactive  cumulative
          basis.

     D.   A  Participant  exercising  a Stock  Option  shall give  notice to the
          Company of such  exercise  and of the  number of shares  elected to be
          purchased  prior to 5:00 P.M.  EST/EDT on the day of  exercise,  which
          must be a business day at the executive offices of the Company. At the
          time of purchase, the Participant shall tender the full purchase price
          of the  shares  purchased.  Until  such  payment  has been  made and a
          certificate or certificates  for the shares  purchased has been issued
          in  the   Participant's   name,  the  Participant   shall  possess  no
          stockholder  rights  with  respect  to such  shares.  Payment  of such
          purchase price shall be made to the Company, subject to any applicable
          rule or regulation adopted by the Committee:

         (i)   in cash (including  check,  draft,  money order or wire  transfer
               made  payable to the order of the Company);

         (ii)  through  the delivery  of shares of  Common  Stock  owned  by the
               Participant; or

         (iii) by a combination of (i) and (ii) above.

     For determining the amount of the payment,  Common Stock delivered pursuant
     to (ii) or (iii) shall have a value  equal to the Fair Market  Value of the
     Common Stock on the date of exercise.

                                       5
<PAGE>

9.   RESTRICTED STOCK AND RESTRICTED STOCK UNITS

     With respect to Awards of Restricted Stock and Restricted Stock Units, the
     Committee shall:

     (i)   select  Participants to whom  Awards  will  be  made,  provided  that
           Restricted Stock Units  may only be awarded to those employees of the
           Company who are employed in a country other than the United States;

     (ii)  determine the number of shares of  Restricted  Stock or the number of
           Restricted  Stock Units to be awarded;

     (iii) determine the length of the restricted period, which shall be no less
           than one year, provided, however, that effective for Restricted Stock
           granted on or  after  June 1,  2000,  the  restricted  period  may be
           accelerated  to  less  than  one  year  based  on  performance  goals
           established by the Committee;

     (iv)  determine the purchase price,  if any, to be paid by the  Participant
           for Restricted  Stock or Restricted Stock Units; and

      (v)  determine any restrictions other than those set forth in this Section
           9.

     Any shares of  Restricted  Stock  ranted under the Plan may be evidenced in
     such  manner as  the  Committee   deems  appropriate,   including,  without
     limitation,  book-entry registration or issuance of stock certificates, and
     may be held in escrow.

     Subject to the  restrictions  set forth in this Section 9, each Participant
     who receives Restricted Stock shall have all rights as a  stockholder  with
     respect to such shares,  including the right to vote the shares and receive
     dividends and other distributions.

     Each Participant who receives Restricted Stock Units shall  be  eligible to
     receive,  at the expiration  of  the  applicable  restricted   period,  one
     share of Common  Stock for each  Restricted  Stock  Unit  awarded,  and the
     Company shall issue to and register in the name of each such  Participant a
     certificate  for that number of shares of Common  Stock.  Participants  who
     receive  Restricted  Stock Units shall have no rights as stockholders  with
     respect  to  such   Restricted   Stock  Units  until  such  time  as  share
     certificates  for Common  Stock are issued to the  Participants;  provided,
     however,  that quarterly  during the applicable  restricted  period for all
     Restricted  Stock Units  awarded  hereunder,  the Company shall pay to each
     such  Participant  an amount  equal to the sum of all  dividends  and other
     distributions  paid  by the  Company  during  the  prior  quarter  on  that
     equivalent number of shares of Common Stock.

     Subject  to the  provisions  of Section  12, for awards of Restricted Stock
     or Restricted Stock Units which have  a deposit requirement, a  Participant
     will be  eligible  to  vest only  in  those  shares of  Restricted Stock or
     Restricted  Stock  Units for which  personally-owned  shares are on deposit
     with  the  Company as of the  date  the  Participant's  employment with the
     Company terminates.
                                       6
<PAGE>

     The   total  number  of shares of  Common  Stock  issued  upon  vesting  of
     Restricted Stock or Restricted Stock Units granted under the Plan shall not
     exceed 1,500,000 of the total number of shares of Common Stock which may be
     issued under this Plan, and no single  Participant  shall receive under the
     Plan Restricted Stock or Restricted Stock Units which, upon vesting,  would
     exceed 2% of the total number of shares of Common Stock which may be issued
     under the Plan.

10.  NON-TRANSFERABILITY

     Except as otherwise  provided in Section 9, no shares of  Restricted  Stock
     and no  Restricted  Stock  Units  shall  be sold,  exchanged,  transferred,
     pledged,  or otherwise  disposed of during the restricted  period. No Stock
     Options  granted  under this Plan shall be  transferable  by a  Participant
     otherwise than (i) by the Participant's  last will and testament or (ii) by
     the  applicable  laws of descent  and  distribution,  or (iii) by gift by a
     Participant  who is subject  to Section 16 of the 1934 Act and is  eligible
     for  retirement  (age 55 with 10 years of  service)  to a  "family  member"
     defined by the Committee.  Such Stock Options shall be exercised during the
     Participant's  lifetime only by the  Participant  or his or her guardian or
     legal  representative  or the donee family member.  After death, such Stock
     Option may be exercised in accordance  with Section 13B.  Other than as set
     forth  herein,  no Award  under the Plan shall be subject to  anticipation,
     alienation, sale, transfer,  assignment, pledge, encumbrance or charge, and
     any attempt to do so shall be void.

11.  WITHHOLDING TAXES

     It shall be a condition to the  obligation of the Company to deliver shares
     upon the exercise of a Stock  Option,  the vesting of  Restricted  Stock or
     Restricted  Stock  Units  and  the  corresponding  issuance  of  shares  of
     unrestricted  Common Stock, that the Participant pay to the Company cash in
     an amount equal to all federal,  state, local and foreign withholding taxes
     required to be collected in respect thereof.

     Notwithstanding the foregoing,  to the extent permitted by law and pursuant
     to such rules as the Committee may adopt,  a Participant  may authorize the
     Company  to satisfy  any such  withholding  requirement  by  directing  the
     Company to withhold from any shares of Common Stock to be issued,  all or a
     portion of such  number of shares as shall be  sufficient  to  satisfy  the
     withholding obligation.

12.  CHANGE OF CONTROL

     Each outstanding Stock Option shall become immediately and fully
     exercisable for a period of 6 months following the date of the following
     occurrences, each constituting a "Change of Control":

     (i)   if any person (including  a group as  defined in  Section 13(d)(3) of
           the 1934 Act) becomes,  directly or indirectly, the beneficial  owner
           of 20% or more of the shares of the Company  entitled to vote for the
           election of directors;
                                       7
<PAGE>

     (ii)  as a result of or in connection with any cash  tender offer, exchange
           offer,  merger  or  other  business  combination,  sale  of assets or
           contested election, or  combination of the foregoing, the persons who
           were  directors of  the Company  just prior to  such  event  cease to
           constitute a majority of the Company's Board of Directors; or

     (iii) the stockholders of the Company approve an  agreement providing for a
           transaction  in  which  the Company  will  cease to be an independent
           publicly-owned corporation or  a sale or other  disposition of all or
           substantially all of the assets of the Company occurs.

     After such 6-month period the normal option exercise provisions of the Plan
     shall govern.  In the event a  Participant  is terminated as an employee of
     the Company  within 2 years after any of the events  specified in (i), (ii)
     or (iii), his or her outstanding  Stock Options at that date of termination
     shall become immediately exercisable for a period of 3 months.

     With respect to Stock Option grants  outstanding as of the date of any such
     Change of Control  which  require  the deposit of owned  Common  Stock as a
     condition  to  obtaining  rights:  (a) said  deposit  requirement  shall be
     terminated  as of the date of the Change of Control and any such  deposited
     stock  shall  be  promptly  returned  to  the  Participant;   and  (b)  any
     restrictions  on the sale of shares  issued in  respect  of any such  Stock
     Option shall lapse.

     In the event of a Change of Control, a Participant shall vest in all shares
     of Restricted Stock and Restricted Stock Units, effective as of the date of
     such Change of Control,  and any deposited  shares of Common Stock shall be
     promptly returned to the Participant.

13.  TERMINATION OF EMPLOYMENT

     A. Termination of Exmployment
        --------------------------

          If the  Participant's  employment  by the Company  terminates  for any
          reason other than as specified herein or in subsections B, C or D, the
          Participant's  Stock  Options  shall  terminate  3 months  after  such
          termination  and all  shares of  Restricted  Stock and all  Restricted
          Stock Units which are subject to  restriction  as of said  termination
          date shall be forfeited  by the  Participant  to the  Company.  In the
          event a  Participant's  employment  with the Company is terminated for
          the  convenience of the Company,  as determined by the Committee,  the
          Committee, in its sole discretion, may vest such Participant in all or
          any  portion  of   outstanding   Stock  Options  (which  shall  become
          exercisable)  and/or  shares of Restricted  Stock or Restricted  Stock
          Units  awarded to such  Participant,  effective as of the date of such
          termination.

          In addition,  and  notwithstanding  the  foregoing  provisions of this
          Section 13A, effective for Stock Options granted on or after March 21,
          2001, if a Participant's employment with the Company is terminated for
          the  convenience  of the Company and for reasons  other than cause (as
          determined by the Committee),  and the Participant's  combined age and
          years of  service  with the  Company  equal at least 70 at the time of
          such termination, then the Participant's Stock Options that would have
          vested within two years from the date of

                                       8
<PAGE>

          termination shall vest and become immediately  exercisable,  and shall
          expire  on the  earlier  of (i) the  expiration  date  of  such  Stock
          Options, or (ii) two years following the termination of employment.

     B.   Death
          -----

          If a Participant  should die while employed by the Company,  any Stock
          Option previously  granted under this Plan may be exercised (i) by the
          person  designated in such  Participant's  last will and testament or,
          (ii) in the absence of such designation,  by the Participant's estate,
          or (iii) by the donee of a Stock  Option  made  pursuant to Section 10
          (iii),  to the full  extent  that such  Stock  Option  could have been
          exercised by such  Participant  immediately  prior to death.  Further,
          with respect to outstanding  Stock Option grants which, as of the date
          of death,  are not yet  exercisable,  any such option grant shall vest
          and become exercisable in a pro-rata amount,  based on the full months
          of employment  completed  during the full vesting  period of the Stock
          Option from the date of grant to the date of death.

          With respect to Stock Option grants which require the deposit of owned
          Common Stock as a condition to obtaining exercise rights, in the event
          a  Participant  should die while  employed by the Company,  said Stock
          Options may be  exercised  as provided in the first  paragraph of this
          Section 13B, subject to the following special conditions:

          (i)  any  restrictions on  the sale of shares issued in respect of any
               such Stock Option shall cease; and

          (ii) any owned Common Stock deposited by the Participant  pursuant  to
               said grant shall be promptly returned to the person designated in
               such Participant's last  will and   testament or, in the  absence
               of such  designation,  to  the   Participant's  estate,  and  all
               requirements   regarding  deposit  by the  Participant  shall  be
               terminated.

          A Participant who dies during any applicable  restricted  period shall
          vest in a  proportionate  number  of  shares  of  Restricted  Stock or
          Restricted  Stock  Units,  effective  as of the  date of  death.  Such
          proportionate  vesting shall be pro-rata,  based on the number of full
          months of employment  completed during the restricted  period prior to
          the  date of  death,  as a  percentage  of the  applicable  restricted
          period.

      C.  Retirement
          ----------

          The Committee shall determine,  at the time of grant, the treatment of
          the Stock Option upon the retirement of the Participant.  Unless other
          terms are specified in the original Stock Option grant, and except for
          Stock Options  granted on or after March 21, 2001, if the  termination
          of employment is due to a Participant's  retirement on or after age 55
          with 10 years  of  service  with  the  Company,  the  Participant  may
          exercise a Stock Option,  subject to the original terms and conditions
          of the Stock Option. With respect to Stock Option grants which require
          the deposit of owned Common Stock as a condition to obtaining  rights,
          any  restrictions  on the sale of shares issued in respect of any such
          Stock
                                       9
<PAGE>

          Option shall lapse at the date of any such  retirement.  Effective for
          Stock  Options  granted on or after March 21, 2001,  if a  Participant
          retires on or after  reaching age 55 with 10 years of service with the
          Company,  then upon such  retirement,  such Stock  Options shall fully
          vest and become immediately exercisable and retain the same Expiration
          Date as determined at the time of grant.

          A  Participant  who retires on or after the date he or she attains age
          65 shall fully vest in all shares of  Restricted  Stock or  Restricted
          Stock Units,  effective as of the date of retirement  (unless any such
          award specifically provides otherwise).

          A Participant who takes early  retirement  (after age 55, but prior to
          age 65) during any  applicable  restricted  period may elect either of
          the  following  alternatives  with  respect  to  Restricted  Stock  or
          Restricted  Stock Units (unless any such award  specifically  provides
          otherwise):

          (a) Leave  owned  shares on deposit  with the  Company and vest in all
              shares of Restricted Stock or Restricted Stock Units, effective as
              of the earlier of the date the Participant attains  age  65 or the
              termination date of the applicable restricted period; or

          (b) Withdraw owned shares and vest in a proportionate number of shares
              of Restricted Stock or Restricted Stock Units, effective as of the
              date  the  shares  on deposit  are  withdrawn. Such  proportionate
              vesting  shall be pro-rata,  based on the number of full months of
              employment  completed during the  restricted  period prior  to the
              date of  early   retirement,  as a  percentage  of the  applicable
              restricted period.

     D.   Spin-offs
          ---------

          If the termination of employment is due to the cessation, transfer, or
          spin-off of a complete line of business of the Company, the Committee,
          in   its  sole  discretion,  shall  determine  the  treatment  of  all
          outstanding Awards under the Plan.

     E.   Non-Competition
          ---------------

          Effective  for  Stock  Options  granted  on or after  June  21,  1999,
          recipients  of such Stock Options shall not, for a period of two years
          following  termination  of their  employment  with the Company for any
          reason whatsoever (including retirement),  directly or indirectly, (i)
          own, manage or operate, be employed by, or render consulting, advisory
          or other  services to, any  enterprise,  corporation  or business that
          owns or operates  casual  dining  restaurants,  anywhere in the United
          States or Canada  (a  "Competitor"),  or (ii)  solicit  or induce  any
          person who is an employee of the Company to own, manage or operate, be
          employed by, or render  consulting,  advisory or other  services to, a
          Competitor.  Notwithstanding  anything to the  contrary  contained  in
          paragraphs  A  through  D of this  Section  13,  upon  violation  by a
          Participant of the non-compete  provisions of this paragraph E, all of
          such  Participant's  outstanding  Stock  Options  will  expire  on the
          earlier of (i) the expiration date of the Stock Options, or (ii) three
          months  following  the date of  employment  with a Competitor or other
          prohibited competitive action.

                                       10
<PAGE>

14.  AMENDMENTS OF THE PLAN

     The Plan may be terminated,  modified, or amended by the Board of Directors
     of the Company.  The Committee may from time to time  prescribe,  amend and
     rescind rules and regulations relating to the Plan. Subject to the approval
     of the Board of Directors, the Committee may at any time terminate, modify,
     or suspend the  operation  of the Plan,  provided  that no action  shall be
     taken by the Board of  Directors or the  Committee  without the approval of
     the stockholders of the Company which would:

     (i)     materially  increase the number of shares which may be issued under
             the Plan;

     (ii)    materially  increase the  benefits accruing  to Participants  under
             the Plan; or

     (iii)   materially   modify  the   requirements   as  to  eligibility   for
             participating in the Plan.

     The Board of  Directors  shall have  authority to cause the Company to take
     any action  related to the Plan which may be  required  to comply  with the
     provisions of the Securities Act of 1933, as amended, the 1934 Act, and the
     rules and regulations prescribed by the Securities and Exchange Commission.
     Any such action shall be at the expense of the Company.

     No termination,  modification,  suspension,  or amendment of the Plan shall
     alter or impair the rights of any  Participant  pursuant  to a prior  Award
     without  the  consent  of  the  Participant.  There  is no  obligation  for
     uniformity of treatment of Participants under the Plan.

15.  FOREIGN JURISDICTIONS

     The  Committee  may adopt,  amend,  and terminate  such  arrangements,  not
     inconsistent  with the  intent of the  Plan,  as it may deem  necessary  or
     desirable  to make  available  tax or  other  benefits  of the  laws of any
     foreign  jurisdiction,  to employees of the Company who are subject to such
     laws and who receive Awards under the Plan.

16.  NOTICE

     All  notices  to the  Company  regarding  the  Plan  shall  be in  writing,
     effective as of actual receipt by the Company, and shall be sent to:

     Darden Restaurants, Inc.
     5900 Lake Ellenor Dr.
     Orlando, FL 32809
     Attn: General Counsel

Effective May 28, 1995; Restated as of September 23, 1999

                                       11
<PAGE>





                             ADDITIONAL INFORMATION
                                   CONCERNING
                            DARDEN RESTAURANTS, INC.
                              AMENDED AND RESTATED
                           STOCK OPTION AND LONG-TERM
                             INCENTIVE PLAN OF 1995











THIS DOCUMENT, DATED MAY 27, 2001, CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Additional information about this Plan and its administrators may be obtained
without charge by writing to the Supervisor, Stock Compensation Plans, Darden
Restaurants, Inc., Compensation Department, P.O. Box 593330, Orlando, FL
32859-3330, or by calling (407) 245-4293.

                                       12
<PAGE>


     Capitalized  words used  herein have the  meanings  assigned to them in the
Amended and Restated Stock Option and Long-Term Incentive Plan of 1995.


Incorporation by Reference
---------------------------

     Certain documents,  including the Company's latest annual report and future
reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act,
are incorporated by reference in this Prospectus.  Such incorporated  documents,
as well as other documents required to be delivered to participants in the Plan,
are  available  to   Participants   without  charge  upon  written  request  to:
Supervisor,  Stock Compensation Plans, Darden  Restaurants,  Inc.,  Compensation
Department,  P.O.  Box  593330,  Orlando,  FL  32859-3330,  or by calling  (407)
245-4293.

ERISA
-----

     The Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974.

Reports to Participants
-----------------------

     Plan Participants  shall receive periodic reports indicating the amount and
status of their Restricted Stock and Stock Option accounts.

Purchase of Shares
-----------------

     Upon the  exercise  of a Stock  Option or award of  Restricted  Stock,  the
Participant shall receive shares of Common Stock with respect to the exercise or
award either out of treasury  shares held by the Company or through newly issued
shares.  Periodically,  the Company purchases shares of Common Stock on the open
market for the treasury.

Summary of Federal Tax Consequences
-----------------------------------

     The receipt of a grant of a Restricted Stock Award or a Stock Option is not
taxable to the employee,  and the value thereof is not allowed as a deduction to
Darden  Restaurants  at the grant  date.  Recipients  will be taxed on awards of
Restricted  Stock  on the date  the  restrictions  lapse  (unless  they  make an
election  under  Section  83(b) of the Internal  Revenue Code to be taxed on the
Fair Market  Value of the  Restricted  Stock on the date of the award).  The tax
will be based on the fair market value of the  Restricted  Stock on the date the
restrictions  lapse,  or if the recipient has made an 83(b)  election,  the Fair
Market Value of the Restricted Stock on the date of award.  Upon the exercise of
a non-qualified  stock option,  the optionee generally is required to include in
ordinary income subject to federal income taxes an amount equal to the excess of
the Fair Market  Value of the Common  Stock on the date the option is  exercised
over the option  price for such stock.  Any such  amount,  to the extent that is
constitutes  reasonable  compensation,  is  deducted  by Darden  Restaurants  in
determining its taxable income.

     Federal income tax rules provide that losses on sales of stock are deferred
for tax purposes if  substantially  identical  stock is acquired  within 30 days
before or after the sale. The granting of a Stock Option or Restricted  Stock is
treated as an  acquisition  identical  stock for purposes of this rule. Any loss
subject  to this  limitation  is added  to the  Participants'  tax  basis in

                                       13
<PAGE>

the  substantially   identical  stock  and  recognized  when  the  substantially
identical stock is disposed of in a taxable  transaction.  Participants who have
                                                           ---------------------
sold Darden Restaurants Common Stock at a loss during the thirty (30) day period
--------------------------------------------------------------------------------
before or after May 30, 1995, may wish to decline this Stock Option grant and/or
--------------------------------------------------------------------------------
Restricted Stock award by returning both copies of the agreement to the Company,
--------------------------------------------------------------------------------
unsigned,  with a letter  stating  that they are  declining to accept this Stock
--------------------------------------------------------------------------------
Option grant and/or award of Restricted  Stock.  Participants  having  questions
----------------------------------------------
regarding this tax rule should contact R.F. Faisant, Vice President, Taxes.

     Participants  are  responsible for the payment of all federal,  state,  and
local  withholding  taxes in respect of the  exercise of a Stock  Option and the
vesting of  Restricted  Stock.  To the extent  permitted  by law and the Plan, a
Participant  may  authorize  the Company to  withhold  shares to be issued for a
Stock Option exercise or upon the vesting of Restricted Stock in satisfaction of
the  withholding  obligation.

     The tax  consequences of the Plan, as set forth above,  may depend upon the
participant's  personal tax circumstances,  may vary from state to state and may
change  subsequent to the date of this Prospectus.  Participants  should consult
with their own tax advisors.

                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10kloan.txt
<DESCRIPTION>EXHIBIT 10(K), LOANDOC, 10-K FY01
<TEXT>
                                                                   EXHIBIT 10(k)

                                 NON-NEGOTIABLE
                                 PROMISSORY NOTE

$
 ___________________                                      _______________, 20__

         FOR VALUE RECEIVED, (the "Maker") promises to pay to the order of GMRI,
Inc., a Florida  corporation  (which  together with any  successor,  assignee or
endorsee is  hereinafter  referred  to as the  "Holder"),  at 5900 Lake  Ellenor
Drive,  Orlando,  Florida  32809,  or at such  other  place  as the  Holder  may
designate  in writing,  in lawful  money of the United  States of  America,  the
principal  sum of  ______________  and  ____/100  Dollars  ($_______),  together
with interest as  described  below and in  accordance  with the  following terms
and provisions:

         1. Interest Rate; Default Interest Rate.  Interest will  accrue  on the
            ------------------------------------
outstanding  principal balance of this Note at a rate of ______% (the applicable
federal rate for mid-term loans with  semi-annual  compounding  for the month in
which the Note is executed) per annum. In addition, after a default by the Maker
under this Note or under any document  securing  payment of this Note,  interest
will accrue on the outstanding  principal  balance hereof at a rate equal to the
lesser of fifteen percent (15%) per annum or the maximum rate permitted by law.

         2. Interest Payments.  For so  long as the Maker remains on the  active
            -----------------
payroll of Darden Restaurants, Inc. or any of its wholly owned subsidiaries (the
"Company"),  accrued  interest  will be payable in arrears  beginning  in weekly
installments by automatic payroll  deduction on each successive  payroll payment
date of the Company during the term of this Note until all outstanding principal
and  interest  under this Note have been paid in full.  If the Maker  leaves the
active  payroll of the Company  prior to full and final payment of this Note and
does so without  triggering a default or  accelerated  maturity  under the Note,
then  accrued  interest  will be payable  in  arrears  in  monthly  installments
beginning  on the first day of the  first  full  calendar  month  following  the
Maker's  change  in  payroll  status  and  continuing  on the  first day of each
successive  calendar  month until all  outstanding  principal and interest under
this Note have been paid in full.  All prorations  and other  determinations  of
interest  payable  under this Note will be calculated on the basis of the actual
number of days in the calendar  week,  calendar month or calendar year for which
such  proration or  determination  is being made,  and the actual number of days
during which the principal balance remains outstanding.  Unpaid interest will be
compounded semiannually.

         3. Principal Payments. Payment of  the principal of this  Note will  be
            ------------------
made in three  installments on the fifth,  sixth and seventh  anniversary of the
date of this Note.  Twenty-five percent (25%) of the then outstanding  principal
balance  of this  Note  will be due and  payable  on each of the fifth and sixth
anniversaries of the date hereof. On the seventh anniversary of the date of this
Note,  the entire  remaining  outstanding  principal  balance  together with all
accrued unpaid interest will be due and payable.

         4. Security and Purpose of Loan. The Maker's payment and performance of
            ----------------------------
all the  terms  and  conditions  of this  Note  are  secured  by a stock  pledge
agreement  of even date  herewith  executed  by the Maker  and the  Holder  (the
"Pledge Agreement"). The loan evidenced by this Note is made to assist the Maker
in satisfying the terms and conditions of the Fiscal 1998 Stock  Purchase/Option
Award of Darden  Restaurants,  Inc. (the "2000  Award").  The Maker will use all
proceeds  of the loan to  purchase  "Deposit  Shares," as defined in the Special
Terms and Conditions of the 2000 Award, and for no other purpose.

         5. Prepayment.  This  Note  may be  prepaid  in whole or in part at any
            ----------
time without penalty. In addition, partial prepayments of principal will be made
by the Maker if required under the Pledge Agreement.

         6. Default and Accelerated Maturity. If any  amount under  this Note or
            --------------------------------
under the Pledge  Agreement is not paid when due and such default  continues for
five (5) days  thereafter,  the  entire  principal  balance of this Note and all
accrued  interest  thereon  will  become  immediately  due and  payable.  If any
covenant,  term,  condition  or other  provision  in this Note or in the  Pledge
Agreement is not performed, fulfilled, satisfied or met as promised or required,
and such failure does not constitute a monetary default triggering  acceleration
under the  preceding  sentence,  then the  Holder  will  notify the Maker of the
default.  If the default is not fully  rectified  and cured within  fifteen (15)
days after the date of the notice, the entire principal balance of this Note and
all accrued interest thereon will become immediately due and payable.

        Without  limiting   the   generality  of  the   foregoing,  the   entire
outstanding  principal balance of this Note,  together with all accrued interest
thereon, will become immediately due and payable without notice on the following
dates:
         (a) the date of any voluntary or involuntary termination of the Maker's
employment  with the Company,  provided that this  subsection  will not apply to
termination  of the Maker's  employment by (i) death of the Maker,  provided the
debt  evidenced  by this Note is assumed in writing by all heirs,  beneficiaries
and other persons or entities  succeeding to the Maker's  ownership  interest in
all or any  portion of the  "Collateral"  (as  defined in the Pledge  Agreement)
within ninety (90) days after the Maker's death,  (ii)  retirement  after age 55
with at least ten years of service with the Company or its predecessors or (iii)
if approved in writing by the Holder in its sole discretion, early retirement;

         (b) the  date  on  which  the "Collateral"  (as defined in  the  Pledge
Agreement) is withdrawn  from the pledge  account  securing this Note,  provided
that if the  "Collateral"  is only  partially  withdrawn,  principal and accrued
interest under this Note will be payable in the amounts  specified in the Pledge
Agreement; and

         (c) if the  Maker has by that  date  failed  to  purchase and place  on
deposit sufficient  "Deposit Shares" to satisfy his or her "Minimum  Eligibility
Requirement" as more particularly  provided and as such terms are defined in the
Special Terms and Conditions of the 2000 Award.

         7. Right of Set-Off. The Maker expressly agrees that, if  a  default or
            ----------------
accelerated maturity occurs pursuant to Section 6 of this Note, the Holder has a
right of set-off  to  satisfy  the debt  evidenced  by this  Note.  The right of
set-off  will  entitle the Holder (a) to withhold  any  payments  owing from the
Company to the Maker,  including  but not limited to salary and bonus  payments,
pension and retirement  benefits,  and expense  reimbursements,  and (b) to draw
upon any account  maintained  by the Company or its agent for the benefit of the
Maker or in the Maker's  name.  The Holder will  provide  written  notice to the
Maker prior to exercising this right of set-off.

         8. Late Charge. The Maker will pay to the Holder a late charge equal to
            -----------
five  percent  (5%) of any amount due under  this Note but not  received  by the
Holder  within  fifteen (15) days after the due date.  The Maker agrees that the
late charge  will be  collected  not as a penalty,  but as  compensation  to the
Holder for the costs of collecting the late payment.  This provision will not be
construed  to extend the due date for any amount  required to be paid under this
Note.  The  Holder  will have no  obligation  to  accept  any late  payment  not
accompanied by the required late charge.

         9. Waiver; Extensions. Presentment,  demand, notice  of  dishonor,  the
            ------------------
homestead exemption,  and all other exemptions provided the Maker are waived. No
delay,  failure  or  omission  by the  Holder in  exercising  any of its  rights
hereunder or at law or in equity (including,  without  limitation,  the right of
acceleration)  will be construed as a novation of this Note or will operate as a
waiver  or  prevent  the  subsequent  exercise  of any or  all of  such  rights.
Acceptance by the Holder of any sum payable under this Note,  whether before, on
or after  the due date of such  payment,  will not be a waiver  of the  Holder's
right to require  prompt  payment when due of all other sums payable  under this
Note or to exercise any of the Holder's  rights,  powers or remedies  under this
Note.  No extension of the time for any payment  under this Note will operate to
release,  discharge,  modify,  or  otherwise  affect the  liability of the Maker
unless the Holder agrees in writing.

         10. Collection  Costs, Documentary  Stamp Tax  and Other  Expenses. The
             --------------------------------------------------------------
Maker  will  pay all  costs,  fees  and  expenses  (including  court  costs  and
attorneys'  fees)  incurred by the Holder in collecting or attempting to collect
any amount  that  becomes  due under this Note or in seeking  legal  advice with
respect to a default under this Note. In addition,  the Maker will pay all costs
and expenses  arising out of the execution and delivery of this Note,  including
but not  limited  to all  documentary  stamp  taxes and other  taxes that may be
charged or imposed by local, state or federal governments.

         11. Governing Law; Usury.  This Agreement  will be  governed by Florida
             --------------------
Law.  It is the  intention  of the Maker and the Holder to comply with the usury
laws of the United  States and the State of Florida.  Accordingly,  it is agreed
that, notwithstanding any provision in this Note to the contrary, this Note will
not require the  payment of, or permit the  collection  of interest in excess of
the maximum permitted by law.

         12. Notices. All  notices, requests,  demands  and other communications
             -------
with respect to this Note will be in writing and will be delivered by hand, sent
prepaid by air courier or sent by the United  States  mail,  certified,  postage
prepaid, return receipt requested, at the addresses designated below:

         If to Holder:     GMRI, Inc.
                           Attn: Vice President - Compensation & Benefits
                           5900 Lake Ellenor Drive
                           Orlando, Florida 32809

         If to Maker:      ____________________________________________

                           ____________________________________________

                           ____________________________________________

         Any notice, request, demand or other communication delivered or sent in
such manner will be deemed given or made when actually  received by the intended
recipient.  Rejection or other  refusal to accept,  or the  inability to deliver
because of a changed address of which no notice was given,  will be deemed to be
receipt of the notice, request, demand or other communication sent. The Maker or
the  Holder  may change its  address  by  notifying  the other  party of the new
address in any manner permitted by this section.

         13. Amendments Only in Writing.  This Note or  any provision hereof may
             --------------------------
be waived,  changed,  modified or  discharged  only by an  agreement  in writing
signed by the Maker and the Holder.

         14. Time of Essence.   TIME  IS OF THE  ESSENCE  with  respect  to  the
             ---------------
performance by the Maker of each of its obligations hereunder.

         15. Authorization  for  Payroll  Deduction. The  Maker  authorizes  the
             --------------------------------------
Company to deduct amounts due under this Note from payroll  installments payable
by the Company to the Maker.  The Maker  agrees that all  interest  payments due
under  this Note  will be made by way of  payroll  deduction  for so long as the
Maker  remains  on  the  Company's  active  payroll,   and  that  no  additional
authorization, consent or notice will be required for the Company to commence or
continue payroll deduction for these purposes.

         IN WITNESS WHEREOF, the Maker has executed this Note in the County of

________________, _______________________________.

                                        _______________________________________

                                        Name:__________________________________

COUNTY OF __________________________

STATE OF  __________________________


        This instrument was executed before me and in my presence this ________
day of __________________, 2000, in ___________ County, ____________ by
___________________________.

                                        _______________________________________
                                        Notary Public
                                        My Commission Expires:_________________

<PAGE>


                             STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT dated as of __________,  20__ (the "Agreement"),  by
and between  __________________ (the "Pledgor"),  ______________ (the "Pledgor's
Spouse") and GMRI, Inc., a Florida  corporation (the "Secured  Party"),  recites
and provides:

RECITALS
--------

         The Pledgor has executed and delivered a promissory note of even date
herewith  (the "Note")  made by the Pledgor  payable to the order of the Secured
Party in the principal  amount of  $__________,  together with accrued  interest
thereon at the rate of ___% (the applicable federal rate for mid-term loans with
semi-annual  compounding for the month in which the Note is executed) per annum.
The Pledgor  has agreed to pledge and  deliver to the Secured  Party as security
for the  payment of the  indebtedness  evidenced  by the Note,  _____  shares of
common stock of Darden Restaurants,  Inc., a Florida corporation,  in accordance
with the terms and conditions set forth in this Agreement.  The Pledgor's Spouse
has agreed to join in the  execution  of this  Agreement  to release all marital
property rights, if any, in and to the "Collateral" (defined below).

PLEDGE AGREEMENT
----------------

         NOW, THEREFORE, the parties to this Agreement agree as follows:

         1. Pledge of Collateral. The Pledgor hereby assigns and delivers to the
            --------------------
Secured Party,  with appropriate stock powers and endorsements in blank or other
appropriate  instruments of assignment,  ______ shares of common stock of Darden
Restaurants,  Inc.  (Such  securities,  and any  replacements  or  substitutions
thereof,  and all  accessions  thereto,  are referred to in this document as the
"Collateral").  All of the Collateral  will be held by the Secured Party subject
to the terms and conditions of this Agreement.

         2. Certificates. The Pledgor  agrees to deliver promptly to the Secured
            ------------
Party,  with  stock  powers  or  endorsements  in  blank  or  other  appropriate
instruments  of  assignment,   all  certificates  (if  any)  representing  stock
dividends  or stock  splits or rights to purchase or  subscribe  for  additional
stock, or other rights,  accessions or increments with respect to any securities
constituting a portion of the  Collateral.  Such  certificates  (if any) will be
held by the Secured Party subject to the terms and conditions of this Agreement.

     3.  Secured  Indebtedness.  This  pledge  of  the  Collateral  secures  all
         ---------------------
indebtedness of the Pledgor to the Secured Party evidenced by the Note,including
any attorney's  fees and other expenses  incurred in the collection of the Note.

     4.  Satisfaction of Indebtedness.  Upon payment of the entire  indebtedness
         ----------------------------
of the Pledgor to the Secured Party evidenced by the Note,  this Agreement  will
terminate  and  all the Collateral will be returned and delivered by the Secured
Party to the Pledgor.

        5.  Reduction of  Collateral.   The  Secured Party  has granted  to  the
            -----------------------
Pledgor a certain stock  option  award  dated, pursuant to the Fiscal 1998 Stock
Purchase/Option Award  of  Darden   Restaurants,   Inc.  (the   "2000   Award").
Under  certain circumstances,  more particularly  described in the Special Terms
and  Conditions  of the 2000  Award,  the  Pledgor  may be  entitled  to  reduce
the  Collateral conditioned, however, on a  pro rata payment of the indebtedness
evidenced by the Note. In the event  the Pledgor becomes  entitled to reduce the
Collateral  under the 2000 Award, the Pledgor will  notify the Secured Party and
simultaneously pay to the  Secured  Party  an amount  (the  "Paydown")  equal to
the  principal  then outstanding  under the Note times a fraction, the numerator
of which equals the number of shares of common  stock by which the Collateral is
to be reduced and the denominator of which equals the number of shares of common
stock  comprising the Collateral prior to the reduction.  The Secured Party will
apply the Paydown against the  indebtedness  evidenced  by  the Note and release
to the Pledgor the number of shares of common stock by  which the  Collateral is
to be reduced.

         After full vesting of all Options granted to the Pledgor under the 2000
Award, provided the Pledgor is not then in default under this Agreement or under
the  Note, the Pledgor  may be  entitled to  reduce the  Collateral  upon making
payments of principal under the Note. The Pledgor will notify  the Secured Party
at the  time of  the  principal  payment that a  reduction of  the Collateral is
requested. Upon receipt of the  principal  payment  and the accompanying notice,
the Secured Party will reduce the  Collateral by the  number of shares of common
stock that equals the total of all shares then comprising the Collateral times a
fraction, the numerator of which is  the amount  of principal being paid and the
denominator of which is the total outstanding principal  under the Note prior to
the payment.

         Except as permitted by the 2000 Award or this Agreement, the Collateral
may not be reduced or otherwise released prior to the full  and final payment of
all indebtedness evidenced by the Note.

         6. Pledgor's Representation.   The  Pledgor  represents,  warrants  and
            ------------------------
covenants that he or she is the lawful  owner of all of the Collateral, free and
clear of all  liens  or claims  of any  sort  whatsoever, other  than  the  lien
established by  this Agreement, and  that he or she will maintain the Collateral
free of all such liens or claims until all indebtedness evidenced by the Note is
fully and finally paid.

         7. Further Assurances. The Pledgor  covenants and agrees to execute and
            ------------------
deliver or cause to be executed and delivered, and to  do or make or cause to be
done or made, upon  the request of  the  Secured Party, any and all  agreements,
instruments, acts  or things, supplemental, confirmatory  or otherwise,  as  may
reasonably be required by the Secured Party for the purpose of, or in connection
with, perfecting  and completing the pledge of the Collateral in accordance with
the terms and conditions of this Agreement.

         8. Dividends  and Voting  Rights. So long as  there exists  no event of
            -----------------------------
default under this Agreement or under  the  Note, subject  to the  provisions of
paragraphs 2 and 9 hereof, the Pledgor  will have and enjoy all rights attaching
to the Collateral, including the right to receive all dividends and the right to
exercise any and all voting rights.

         9. Default and Remedies. In the event of any default by the  Pledgor in
            --------------------
the payment of any sum under this Agreement or any indebtedness of the Pledgor
evidenced by the Note, which default continues for a period of five (5)
days,  or any  other  default  under  the Note or  under  this  Agreement  which
continues  for a period of fifteen (15) days after  written  notice given by the
Secured Party to the Pledgor in accordance  with the provisions of the Note, all
right,  title and ownership in and to the Collateral will transfer ipso facto to
the Secured Party, at its option.  The transfer of the Collateral to the Secured
Party will include all rights  attaching to the Collateral,  including the right
to receive all  dividends  and the right to exercise any and all voting  rights.
Such  transfer  and delivery of the  Collateral  will be accepted by the Secured
Party in full or partial satisfaction of the outstanding  indebtedness evidenced
by the Note, which  indebtedness will be reduced by an amount equal to the value
of the Collateral on the date of its delivery to the Secured Party. The value of
the  Collateral  will be  calculated on the basis of the closing price of Darden
Restaurants,  Inc.  common  stock on the New York Stock  Exchange on the date of
transfer to the Secured Party. If the value of the Collateral is insufficient to
discharge the outstanding  indebtedness  and other costs and expenses owed under
the Note and this Agreement,  the Pledgor will remain liable for the deficiency.
If the value of the Collateral  equals or exceeds the  outstanding  indebtedness
and other costs and expenses owed under the Note and this Agreement, the Secured
Party will  transfer to the  Pledgor any overage in the form of common  stock of
Darden  Restaurants,  Inc.  with a cash payment for any  fractional  share,  and
thereafter the Pledgor will have no other or further liability arising from such
indebtedness.

         10. Expenses. The  Pledgor will pay any and all expenses related to the
             --------
execution  of this  Agreement   and  pledge  of  the  Collateral,  including any
taxes or assessments imposed by local, state or federal governments. The Pledgor
will also pay all costs of collection and  enforcement of this Agreement and the
Note (including  reasonable  attorneys' fees) in the event of default or failure
of the Pledgor to fulfill any term,  covenant or condition under this Agreement,
the Note, or the 2000 Award. Any other expenses incurred in connection with this
Agreement or the pledge of the Collateral hereunder will be borne by the Secured
Party and will not be charged against or paid from the Collateral.

     11.  Binding  Agreement;  Governing  Law. This Pledge  Agreement  will bind
          -----------------------------------
the  parties  hereto  and  their  respective  heirs,  personal  representatives,
successors and assigns. This Agreement will be governed by Florida Law.

     12. Joinder of  Pledgor's  Spouse.   The  Pledgor's  Spouse  joins  in  the
         -----------=-----------------
execution of this  Agreement to evidence his or her consent to the pledge of the
Collateral  by the Pledgor,  and to release  any and all marital rights that may
exist in and to the Collateral.


         IN WITNESS WHEREOF,  the Pledgor,  the Pledgor's Spouse and the Secured
Party  have executed  or caused this Pledge  Agreement to  be executed  in their
names as of the date first above written.

PLEDGOR                                     PLEDGOR'S SPOUSE


_____________________________________       ____________________________________

Name:________________________________       Name:_______________________________




<PAGE>



SECURED PARTY

GMRI, INC.

By:    ______________________________________________

Title: ______________________________________________



COUNTY OF _________________________

STATE OF  _________________________


This instrument was executed  before me  and in my  presence this _______ day of
____________________, 20__, in ________ County, ___________, by _______________.


                                        ________________________________________
                                        Notary Public
                                        My Commission Expires:__________________
COUNTY OF  ________________________

STATE OF   ________________________


This instrument was executed before me and in my presence this ___ day of
____________, 20___, in _____________ County, _____________ by ________________.



                                        ________________________________________
                                        Notary Public
                                        My Commission Expires:__________________
COUNTY OF __________________________

STATE OF  __________________________


The foregoing instrument was acknowledged before me this ___ day of __________,
20___, by _____________________________ of   GMRI,    Inc.,    a   Florida
corporation, on behalf of the corporation.



                                        ________________________________________
                                        Notary Public
                                        My Commission Expires:__________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>4
<FILENAME>exh12.txt
<DESCRIPTION>EXHIBIT 12, 10-K FY01
<TEXT>
                                                                   EXHIBIT 12

                             DARDEN RESTAURANTS, INC.
             COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES
                          (Dollar Amounts in Thousands)
<TABLE>
<CAPTION>

                                                                           Fiscal Year Ended
 ---------------------------------------------------------------------------------------------------------------------
                                        May 27,         May 28,         May 30,         May 31,          May 25,
                                         2001            2000             1999            1998            1997
 ---------------------------------------------------------------------------------------------------------------------
 <S>                                    <C>           <C>               <C>           <C>            <C>

 Consolidated Earnings from
 Operations before Restructuring
 and Asset Impairment Expense or
 (Credit), Net, and Income Taxes........$ 301,217     $  267,976        $207,414      $  153,672     $   75,401
 Plus Fixed Charges.....................   54,548         43,833          39,929          38,569         39,582
 Less Capitalized Interest..............   (3,671)        (1,910)           (593)         (1,018)          (739)
                                        ---------     ----------        --------      ----------     ----------


 Consolidated Earnings from
 Operations before Restructuring
 and Asset Impairment Expense or
 (Credit), Net, and Income Taxes
 Available to Cover Fixed Charges.......$ 352,094     $  309,899       $  246,750      $  191,223     $ 114,244
                                        =========     ==========       ==========      ==========     =========


 Ratio of Consolidated Earnings to
 Fixed Charges..........................     6.45           7.07             6.18            4.96          2.89
                                        =========     ==========       ==========     ===========     =========


 ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>exh13.txt
<DESCRIPTION>EXHIBIT 13 - MDA
<TEXT>
                                                                      EXHIBIT 13


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 18

As of May 27, 2001,  Darden  Restaurants,  Inc. (Darden or the Company) operated
1,168 Red Lobster,  Olive Garden,  Bahama Breeze and Smokey Bones BBQ Sports Bar
restaurants in the U.S. and Canada and licensed 34 restaurants in Japan.  All of
the  restaurants  in the U.S.  and Canada are  operated by the  Company  with no
franchising.

This discussion should be read in conjunction with the business  information and
the consolidated  financial statements and related notes found elsewhere in this
report.

Darden's  fiscal year ends on the last Sunday in May.  Fiscal  years ended 2001,
2000, and 1999 each consisted of 52 weeks of operation.

REVENUES

Total  revenues in 2001 were $4.02 billion,  an 8.6 percent  increase from 2000.
Total  revenues in 2000 were $3.70  billion,  a 7.0 percent  increase from 1999.

COSTS AND EXPENSES

Food and  beverage  costs for both 2001 and 2000 were 32.4  percent of sales,  a
decrease of 0.4 percentage  points from 1999. The comparability in 2001 and 2000
food and  beverage  costs,  as a percentage  of sales,  is primarily a result of
favorable menu-mix changes,  pricing changes,  and other efficiencies  resulting
from higher sales volumes,  offset by higher product costs. The decrease in food
and beverage  costs in 2000 from 1999,  as a percentage  of sales,  is primarily
attributable to pricing,  margin improving  initiatives such as waste reduction,
and a  lower-margin  promotion  run by Red Lobster  during the first  quarter of
1999.

Restaurant  labor  decreased in 2001 to 31.4 percent of sales,  compared to 31.9
percent  of sales in 2000 and 32.3  percent  of sales in 1999  primarily  due to
efficiencies resulting from higher sales volumes.

Restaurant expenses (primarily lease expenses, property taxes, credit card fees,
utilities, and workers' compensation costs) amounted to 14.2 percent of sales in
2001,  which was comparable to the 14.1 and 14.3 percent of sales levels in 2000
and 1999,  respectively.  The  comparability is a result of higher sales volumes
and the fixed component of these expenses which are not impacted by higher sales
volumes, offset by higher utility costs.

Selling,  general, and administrative expenses decreased in 2001 to 10.1 percent
of  sales,  compared  to 10.3  percent  in 2000 and 10.4  percent  in 1999.  The
decrease  in 2001 is  principally  a result of reduced  marketing  expenses as a
percent of sales, partially offset by additional labor costs associated with new
concept expansion and development.

Depreciation and amortization  expense of 3.7 percent of sales in 2001 increased
from 3.5  percent in 2000 and 3.6 percent in 1999  primarily  as a result of new
restaurant and remodel  activity,  partially  offset by the favorable  impact of
higher  sales  volumes.  Interest  expense  increased to 0.8 percent of sales in
2001,  compared  to 0.6  percent  of sales in 2000 and  1999.  The  increase  is
primarily due to higher debt levels in 2001.

INCOME FROM OPERATIONS

Pre-tax earnings  increased by 12.4 percent in 2001 to $301.2 million,  compared
to $268.0 million (before net restructuring and asset impairment credit) in 2000
and $207.4 million  (before net  restructuring  credit) in 1999. The increase in
2001 was primarily attributable to annual same-restaurant sales increases in the
U.S. for both Red Lobster and Olive Garden totaling 5.9 percent and 7.2 percent,
respectively.   The  increase  in  2000  was  mainly   attributable   to  annual
same-restaurant  sales  increases  in the U.S.  for both Red  Lobster  and Olive
Garden totaling 7.6 percent and 7.2 percent, respectively. Red Lobster and Olive
Garden have enjoyed 14 and 27 consecutive quarters of U.S. same-restaurant sales
increases, respectively.

PROVISION FOR INCOME TAXES

The effective  tax rate for 2001 was 34.6  percent,  compared to 35.4 percent in
2000 (before net restructuring and asset impairment  credit) and 34.8 percent in
1999 (before net restructuring  credit).  The decrease in the effective tax rate
from 2000 to 2001 resulted  primarily  from  increases in income tax credits and
deductions  that were not  available in 2000.  The increase in the effective tax
rate from 1999 to 2000 is primarily a result of higher 2000 pre-tax earnings.

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 19

NET EARNINGS AND NET EARNINGS PER SHARE BEFORE NET RESTRUCTURING
AND ASSET IMPAIRMENT CREDIT

Net earnings for 2001 of $197.0 million,  or $1.59 per diluted share,  increased
13.8 percent,  compared to 2000 net earnings before net  restructuring and asset
impairment  credit of $173.1 million,  or $1.31 per diluted share.  Net earnings
before net  restructuring  and asset  impairment  credit for 2000 increased 27.9
percent, compared to net earnings before restructuring credit for 1999 of $135.3
million, or 96 cents per diluted share.

NET EARNINGS AND NET EARNINGS  PER SHARE

Net earnings for 2001 of $197.0 million ($1.59 per diluted share)  compared with
net earnings after net  restructuring  and asset  impairment  credit for 2000 of
$176.7 million  ($1.34 per diluted  share) and net earnings after  restructuring
credit of $140.5 million ($0.99 per diluted share).

During 1997, an after-tax  restructuring  and asset impairment  charge of $145.4
million ($0.93 per diluted share) was taken related to low-performing restaurant
properties in the U.S. and Canada and other long-lived  assets,  including those
restaurants  that have been closed.  The pre-tax charge  included  approximately
$160.7  million of  non-cash  charges  primarily  related to the  write-down  of
buildings and equipment to net realizable value and approximately  $69.2 million
of charges to be settled in cash  related to  carrying  costs of  buildings  and
equipment prior to their disposal, lease buy-out provisions,  employee severance
and other costs.  Cash required to carry out these  activities is being provided
by operations and the sale of closed properties.

After-tax  restructuring  credits of $5.2 million and $5.2 million were taken in
the  fourth  quarter of 2000 and 1999,  respectively,  as the  Company  reversed
portions  of its  1997  restructuring  liability.  The 2000  reversal  primarily
resulted from favorable lease terminations. The 1999 reversal primarily resulted
from the  Company's  decision to close fewer  restaurants  than  identified  for
closure as part of the initial  restructuring  action. The credits had no effect
on the Company's cash flow.

During 2000, an after-tax asset  impairment  charge of $1.6 million was taken in
the fourth quarter related to additional  write-downs of the value of properties
held for disposition.

FINANCIAL CONDITION

Short-term  debt  totaled  $12.0  million as of May 27,  2001,  down from $115.0
million at May 28, 2000.  The decrease  resulted  primarily  from the  Company's
issuance of long-term  debt in which the proceeds were used to repay  short-term
debt.

LIQUIDITY AND CAPITAL RESOURCES

The Company intends to manage its business and its financial  ratios to maintain
an investment grade bond rating,  which allows access to financing at reasonable
costs.  Currently,  the Company's  publicly issued long-term debt carries "Baa1"
(Moody's  Investors  Service),  "BBB+"  (Standard & Poor's)  and "BBB+"  (Fitch)
ratings.  The Company's commercial paper has ratings of "P-2" (Moody's Investors
Service),  "A-2"  (Standard & Poor's) and "F-2"  (Fitch).  Such ratings are only
accurate  as of the  date of  this  report  and  have  been  obtained  with  the
understanding that Moody's Investors Service,  Standard & Poor's, and Fitch will
continue to monitor the credit of the  Company  and make future  adjustments  to
such ratings to the extent warranted. The ratings may be changed, superseded, or
withdrawn at any time.

Darden's  long-term debt includes $150 million of unsecured  6.375 percent notes
due in February 2006 and $100 million of unsecured 7.125 percent  debentures due
in February  2016.  In September  2000,  the Company also issued $150 million of
unsecured  8.375  percent  senior notes due in September  2005.  Proceeds of the
issuance were used to repay short-term debt.

In November 2000,  Darden filed a prospectus  supplement with the Securities and
Exchange  Commission  allowing  the  Company  to  offer  up to $350  million  of
medium-term  notes  from time to time.  The notes  will be  unsecured,  may bear
interest at either fixed or floating rates,  and may have maturity dates of nine
months or more after issuance.  In April 2001, the Company issued $75 million of
7.45 percent  fixed rate notes under this program with a maturity  date of April
2011. Proceeds of the issuance were used to repay short-term debt.

As of May 27,  2001,  Darden's  long-term  debt also  includes  a $44.5  million
commercial  bank loan that is used to support  two loans from the Company to the
Employee Stock Ownership Plan portion of the Darden Savings Plan.

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 20

The Company has a commercial  paper program that serves as its primary source of
short-term  financing.  As of May 27, 2001, there were $12 million of borrowings
outstanding under the program. To support the program,  the Company has a credit
facility  with a  consortium  of banks  under which the Company can borrow up to
$300 million.  As of May 27, 2001, no amounts were outstanding  under the credit
facility.  The credit  facility  expires in October  2004 and  contains  various
restrictive  covenants,  such as maximum debt to capital  ratios.  None of these
covenants is expected to impact the Company's liquidity or capital resources.

The Company's adjusted debt-to-adjusted-total capital ratio (which includes 6.25
times the total annual  restaurant  minimum rent and 3.00 times the total annual
restaurant  equipment  minimum rent as a component of adjusted debt and adjusted
total  capital) was 44 percent and 42 percent at May 27, 2001, and May 28, 2000,
respectively.  The Company's  fixed-charge  coverage  ratio,  which measures the
number  of times  each  year that the  Company  earns  enough to cover its fixed
charges,  amounted to 6.5 times and 7.1 times at May 27, 2001, and May 28, 2000,
respectively.  Based  on  these  ratios,  the  Company  believes  its  financial
condition remains strong.  The composition of the Company's capital structure is
shown in the following table.
<TABLE>
<CAPTION>

                                                                            May 27, 2001          May 28, 2000
CAPITAL STRUCTURE                                                          $ In millions         $ In millions
--------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>
Short-term debt                                                             $     12.0             $   115.0
Long-term debt                                                                   520.6                 306.6
--------------------------------------------------------------------------------------------------------------------
Total debt                                                                       532.6                 421.6
Stockholders' equity                                                           1,035.2                 960.5
--------------------------------------------------------------------------------------------------------------------
Total capital                                                               $  1,567.8             $ 1,382.1
====================================================================================================================
ADJUSTMENTS TO CAPITAL
--------------------------------------------------------------------------------------------------------------------
Leases-debt equivalent                                                           275.1                 264.8
Adjusted total debt                                                              807.7                 686.4
Adjusted total capital                                                      $  1,842.9             $ 1,646.9
Debt-to-total capital ratio                                                       34%                   31%
Adjusted debt-to-adjusted total capital ratio                                     44%                   42%
====================================================================================================================
</TABLE>

In 2001,  2000, and 1999,  the Company  declared eight cents per share in annual
dividends paid in two installments.  In March 2000, the Company's Board approved
an  additional  authorization  for the ongoing  stock  buy-back plan whereby the
Company may purchase on the open market up to 20.0 million  additional shares of
Darden common stock.  This buy-back  authorization  is in addition to previously
approved  authorizations  by the Board  covering open market  purchases of up to
44.6 million shares of Darden common stock. In 2001, 2000, and 1999, the Company
purchased treasury stock totaling $177 million,  $202 million, and $228 million,
respectively.  As of May 27,  2001,  a total of 52.5  million  shares  have been
purchased  under the various  stock  buy-back plan  authorizations.

The Company generated $421 million, $343 million, and $358 million in funds from
operating  activities  during 2001,  2000, and 1999,  respectively.  The Company
requires capital  principally for building new restaurants,  replacing equipment
and remodeling existing  restaurants.  Capital expenditures were $355 million in
2001,  compared to $269 million in 2000, and $124 million in 1999. The increased
expenditures in 2001 and 2000 resulted  primarily from new restaurant  growth as
well as  remodeling  activity at Olive Garden and Red Lobster  restaurants.  The
2001,  2000,  and 1999  capital  expenditures,  treasury  stock  purchases,  and
dividend requirements were financed primarily through internally generated funds
and the issuance of commercial  paper. This has resulted in the Company carrying
current  liabilities in excess of current assets. The Company estimates that its
2002 capital expenditures will be slightly more in amount to that of 2001.

The  Company is not aware of any other  trends or events  that would  materially
affect its capital  requirements  or  liquidity.  The Company  believes that its
internal  cash  generating  capabilities  and  short-term  borrowings  available
through its commercial paper program should be sufficient to finance its capital
expenditures and other operating activities through fiscal 2002.

IMPACT OF INFLATION

For 2001,  2000, and 1999,  management does not believe that inflation has had a
significant  overall effect on the Company's  operations.  As operating expenses
increase,  management believes the Company has historically been able to pass on
increased costs through menu price increases and other strategies.

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 21

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to a variety of market risks,  including  fluctuations in
interest rates, foreign currency exchange rates, and commodity prices. To manage
this exposure,  Darden  periodically enters into interest rate, foreign currency
exchange, and commodity instruments for other than trading purposes.

The Company uses the  variance/covariance  method to measure value at risk, over
time horizons  ranging from one week to one year,  at the 95 percent  confidence
level. As of May 27, 2001, the Company's potential losses in future net earnings
resulting from changes in foreign currency exchange rates, commodity prices, and
floating rate debt interest rate exposures were  approximately $1 million over a
period of one year. The Company issued $225 million of new long-term  fixed rate
debt during fiscal 2001. The value at risk from an increase in the fair value of
all of the Company's  long-term  fixed rate debt, over a period of one year, was
approximately $40 million.  The fair value of the Company's long-term fixed rate
debt during fiscal 2001 averaged $359 million, with a high of $472 million and a
low of $229 million. The Company's interest rate risk management objective is to
limit the  impact  of  interest  rate  changes  on  earnings  and cash  flows by
targeting an appropriate mix of variable and fixed rate debt.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (SFAS)  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities."  SFAS 133  requires  that all  derivative
instruments  be  recorded on the  balance  sheet at fair value.  Gains or losses
resulting from changes in the fair values of those derivatives are recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated  as part of a hedge  transaction  and the type of hedge
transaction.  The  ineffective  portion  of all  hedges  will be  recognized  in
earnings.  In June 1999,  the FASB issued SFAS 137, which deferred the effective
date of  adoption of SFAS 133 for one year.  In June 2000,  the FASB issued SFAS
138,  "Accounting  for  Certain  Derivative   Instruments  and  Certain  Hedging
Activities - an Amendment of FASB Statement No. 133". SFAS 138, which amends the
accounting  and  reporting   standards  of  SFAS  133  for  certain   derivative
instruments and hedging activities,  must be adopted concurrently with SFAS 133.
The Company  adopted SFAS 133 and SFAS 138 in the first  quarter of fiscal 2002.
Adoption  of SFAS 133 and  SFAS  138 did not  materially  impact  the  Company's
consolidated financial position, results of operations or cash flows.

FORWARD-LOOKING STATEMENTS

Certain  statements  included  in this  report  are  forward-looking  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended.  Words or phases such as
"believe",  "plan", "will",  "expect",  "intend", "is anticipated",  "estimate",
"project",  and similar  expressions  are  intended to identify  forward-looking
statements.  All of these  statements,  and any other  statements in this report
that are not historical facts, are forward-looking.  Examples of forward-looking
statements  include,  but are not limited  to,  projections  regarding  expected
casual dining sales growth;  the ability of the casual dining segment to weather
economic  downturns;  demographic  trends;  the  Company's  expansion  plans and
business development activities; and the Company's long-term goals of increasing
market share,  expanding  margins on incremental  sales, and growing earnings 15
percent  to 20  percent  per year on a compound  annual  basis.  Forward-looking
statements are based on assumptions concerning important risks and uncertainties
that  could   significantly   affect  anticipated   results.   These  risks  and
uncertainties include, but are not limited to, (i) the highly competitive nature
of the restaurant industry,  especially pricing, service,  location,  personnel,
and type and  quality of food;  (ii)  economic,  market,  and other  conditions,
including changes in consumer  preferences and demographic trends; (iii) changes
in food  and  other  costs,  and the  general  impact  of  inflation;  (iv)  the
availability  of desirable  restaurant  locations;  (v) government  regulations,
including those relating to zoning, land use,  environmental matters, and liquor
licenses;   and  (vi)  growth  plans,  including  real  estate  development  and
construction  activities,  the issuance and renewal of licenses, and permits for
restaurant  development and the availability of funds to finance growth.  If the
Company's   projections  and  estimates   regarding  these  key  factors  differ
materially from what actually  occurs,  the Company's  actual results could vary
significantly from the performance projected in its forward-looking statements.

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 22

REPORT OF MANAGEMENT RESPONSIBILITIES

The management of Darden  Restaurants,  Inc. is responsible for the fairness and
accuracy of the consolidated  financial statements.  The consolidated  financial
statements have been prepared in accordance with generally  accepted  accounting
principles,  using  management's best estimates and judgments where appropriate.
The  financial  information  throughout  this  report  is  consistent  with  our
consolidated financial statements.

Management  has  established  a  system  of  internal   controls  that  provides
reasonable  assurance that assets are adequately  safeguarded,  and transactions
are  recorded  accurately,   in  all  material  respects,   in  accordance  with
management's   authorization.   We  maintain  a  strong   audit   program   that
independently evaluates the adequacy and effectiveness of internal controls. Our
internal   controls   provide   for   appropriate   separation   of  duties  and
responsibilities,  and there are documented  policies  regarding  utilization of
Company  assets  and  proper  financial  reporting.  These  formally  stated and
regularly  communicated  policies set high standards of ethical  conduct for all
employees.

The Audit  Committee of the Board of Directors meets regularly to determine that
management, internal auditors, and independent auditors are properly discharging
their duties regarding internal control and financial reporting. The independent
auditors,  internal  auditors,  and  employees  have full and free access to the
Audit Committee at any time.

KPMG LLP,  independent  certified public accountants,  are retained to audit the
consolidated financial statements. Their report follows.

/s/ Joe R. Lee

Joe R. Lee
Chairman of the Board and Chief Executive Officer


INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Darden Restaurants, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Darden
Restaurants, Inc. and subsidiaries as of May 27, 2001, and May 28, 2000, and the
related consolidated  statements of earnings,  changes in stockholders'  equity,
and cash  flows for each of the  years in the  three-year  period  ended May 27,
2001. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Darden Restaurants,
Inc. and  subsidiaries  as of May 27, 2001, and May 28, 2000, and the results of
their  operations  and their cash flows for each of the years in the  three-year
period ended May 27, 2001, in conformity  with accounting  principles  generally
accepted in the United States of America.

/s/ KPMG LLP

Orlando, Florida
June 15, 2001


<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 23

CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>

                                                                                Fiscal Year Ended
--------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                            May 27, 2001     May 28, 2000      May 30, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>               <C>
Sales                                                              $4,021,157        $3,701,256      $ 3,458,107
Costs and Expenses:
   Cost of sales:
         Food and beverage                                          1,302,926         1,199,709        1,133,705
         Restaurant labor                                           1,261,837         1,181,156        1,117,401
         Restaurant expenses                                          569,963           519,832          493,811
--------------------------------------------------------------------------------------------------------------------
             Total Cost of Sales                                   $3,134,726        $2,900,697      $ 2,744,917
    Selling, general and administrative                               407,685           379,731          360,909
    Depreciation and amortization                                     146,864           130,464          125,327
    Interest, net                                                      30,664            22,388           19,540
    Restructuring and asset impairment credit, net                                       (5,931)          (8,461)
--------------------------------------------------------------------------------------------------------------------
                     Total Costs and Expenses                      $3,719,939        $3,427,349      $ 3,242,232
--------------------------------------------------------------------------------------------------------------------
Earnings before Income Taxes                                          301,218           273,907          215,875
Income Taxes                                                          104,218            97,202           75,337
--------------------------------------------------------------------------------------------------------------------
Net Earnings                                                       $  197,000        $  176,705     $    140,538
====================================================================================================================
Net Earnings per Share:
   Basic                                                           $     1.64        $     1.38     $       1.02

   Diluted                                                         $     1.59        $     1.34     $       0.99

====================================================================================================================
Average Number of Common Shares Outstanding:
   Basic                                                              119,800           128,500          137,300
   Diluted                                                            123,800           131,900          141,400
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 24

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
(In thousands)                                                       May 27, 2001              May 28, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                       <C>
                            ASSETS
Current Assets:
   Cash and cash equivalents                                         $     61,814              $     26,102
   Receivables                                                             32,870                    27,962
   Inventories                                                            148,429                   142,187
   Net assets held for disposal                                            10,087                    19,614
   Prepaid expenses and other current assets                               26,942                    26,525
   Deferred income taxes                                                   48,000                    48,070
--------------------------------------------------------------------------------------------------------------------
     Total Current Assets                                            $    328,142              $    290,460
Land, Buildings and Equipment                                           1,779,515                 1,578,541
Other Assets                                                              110,801                   102,422
--------------------------------------------------------------------------------------------------------------------
            Total Assets                                             $  2,218,458              $  1,971,423
====================================================================================================================
             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                  $    156,859              $    140,487
   Short-term debt                                                         12,000                   115,000
   Current portion of long-term debt                                        2,647                     2,513
   Accrued payroll                                                         82,588                    77,805
   Accrued income taxes                                                    47,698                    33,256
   Other accrued taxes                                                     27,429                    25,524
   Other current liabilities                                              225,037                   212,302
--------------------------------------------------------------------------------------------------------------------
     Total Current Liabilities                                       $    554,258              $    606,887
Long-term Debt                                                            517,927                   304,073
Deferred Income Taxes                                                      90,782                    79,102
Other Liabilities                                                          20,249                    20,891
--------------------------------------------------------------------------------------------------------------------
            Total Liabilities                                        $  1,183,216              $  1,010,953
--------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Common stock and surplus, no par value.  Authorized
     500,000 shares; issued 169,299 and 165,977 shares,
     respectively; outstanding 117,380 and 122,192 shares,
     respectively                                                    $  1,405,799              $  1,351,707
   Preferred stock, no par value.  Authorized 25,000 shares;
     none issued and outstanding
   Retained earnings                                                      532,121                   344,579
   Treasury stock, 51,919 and 43,785 shares, at cost                     (840,254)                 (666,837)
   Accumulated other comprehensive income                                 (13,102)                  (12,457)
   Unearned compensation                                                  (49,322)                  (56,522)
--------------------------------------------------------------------------------------------------------------------
             Total Stockholders' Equity                              $  1,035,242              $    960,470
--------------------------------------------------------------------------------------------------------------------
                     Total Liabilities and Stockholders'             $  2,218,458              $  1,971,423
Equity
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 25

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                           Common                          Accumulated
                                           Stock                              Other                       Total
                                            and      Retained    Treasury Comprehensive    Unearned   Stockholders'
(In thousands, except per share data)     Surplus    Earnings     Stock       Income     Compensation    Equity
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>         <C>       <C>            <C>          <C>

--------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1998                  $1,286,191 $ 48,327    $(239,876)   $(11,749)    $(63,048)    $1,019,845
--------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                      140,538                                              140,538
   Other comprehensive income, foreign
     currency adjustment                                                         (366)                       (366)
                                                                                                          --------
       Total comprehensive income                                                                         140,172
Cash dividends declared ($0.08 per share)            (10,857)                                             (10,857)
Stock option exercises (2,789 shares)        25,437                                                        25,437
Issuance of restricted stock (370 shares),
   net of forfeiture adjustments              4,873                                         (4,844)            29
Earned compensation                                                                          2,341          2,341
ESOP note receivable repayments                                                              1,800          1,800
Income tax benefit credited to equity         9,722                                                         9,722
Proceeds from issuance of equity put
options                                       2,184                                                         2,184
Purchases of common stock for treasury
   (12,162 shares)                                              (227,510)                                (227,510)
Issuance of treasury stock under Employee
   Stock Purchase Plan (55 shares)              389                  484                                      873

--------------------------------------------------------------------------------------------------------------------
Balance at May 30, 1999                   1,328,796   178,008   (466,902)     (12,115)     (63,751)       964,036

--------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                       176,705                                             176,705
   Other comprehensive income, foreign
     currency adjustment                                                         (342)                       (342)
                                                                                                         ---------
       Total comprehensive income                                                                         176,363
Cash dividends declared ($0.08 per share)             (10,134)                                            (10,134)
Stock option exercises (1,153 shares)       10,212                                                         10,212
Issuance of restricted stock (163
shares), net of forfeiture adjustments       3,638                                          (3,685)           (47)
Earned compensation                                                                          3,314          3,314
ESOP note receivable repayments                                                              7,600          7,600
Income tax benefit credited to equity        5,506                                                          5,506
Proceeds from issuance of equity put
     options                                 1,814                                                          1,814
Purchases of common stock for treasury
   (11,487 shares)                                              (202,105)                                (202,105)
Issuance of treasury stock under Employee
   Stock Purchase Plan (243 shares)          1,741                 2,170                                    3,911

--------------------------------------------------------------------------------------------------------------------
Balance at May 28, 2000                  1,351,707    344,579   (666,837)     (12,457)      (56,522)      960,470

--------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                       197,000                                             197,000
   Other comprehensive income, foreign
     currency adjustment                                                         (645)                       (645)
                                                                                                         -----------
       Total comprehensive income                                                                         196,355
Cash dividends declared ($0.08 per share)              (9,458)                                             (9,458)
Stock option exercises (3,113 shares)       33,158                                                         33,158
Issuance of restricted stock (295
     shares), net of forfeiture adjustments  3,986                 1,035                    (5,109)           (88)
Earned compensation                                                                          4,164          4,164
ESOP note receivable repayments                                                              8,145          8,145
Income tax benefit credited to equity       15,287                                                         15,287
Purchases of common stock for treasury
   (8,440 shares)                                               (176,511)                                (176,511)
Issuance of treasury stock under Employee
   Stock Purchase and other plans
   (224 shares)                              1,661                 2,059                                    3,720

--------------------------------------------------------------------------------------------------------------------
Balance at May 27, 2001                 $1,405,799   $532,121  $(840,254)    $(13,102)    $(49,322)    $1,035,242
--------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 26

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                Fiscal Year Ended
--------------------------------------------------------------------------------------------------------------------
(In thousands)                                                   May 27, 2001     May 28, 2000      May 30, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>               <C>
Cash Flows - Operating Activities
   Net Earnings                                                   $  197,000         $ 176,705       $  140,538
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization                                   146,864           130,464          125,327
     Amortization of unearned compensation and loan costs              7,031             5,895            4,879
     Change in current assets and liabilities                         41,740             2,472           70,924
     Change in other liabilities                                        (642)             (371)           2,682
     (Gain) loss on disposal of land, buildings and equipment          1,559             2,683           (1,798)
     Deferred income taxes                                            11,750            24,609           13,967
       Income tax benefit credited to equity                          15,287             5,506            9,722
     Non-cash restructuring and asset impairment credit, net                            (5,931)          (8,461)
     Other, net                                                          (19)              594              162
--------------------------------------------------------------------------------------------------------------------
         Net Cash Provided by Operating Activities                $  420,570         $ 342,626       $  357,942
--------------------------------------------------------------------------------------------------------------------
Cash Flows - Investing Activities
   Purchases of land, buildings and equipment                       (355,139)         (268,946)        (123,673)
   Purchases of intangibles                                          (11,215)           (2,431)          (2,203)
   (Increase) decrease in other assets                                   485               611           (8,794)
   Proceeds from disposal of land, buildings and equipment
     (including net assets held for disposal)                         13,492            20,998           38,134
--------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Investing Activities                    $ (352,377)        $(249,768)      $  (96,536)
--------------------------------------------------------------------------------------------------------------------
Cash Flows - Financing Activities
   Proceeds from issuance of common stock                             36,701            13,944           26,310
   Dividends paid                                                     (9,458)          (10,134)         (10,857)
   Purchases of treasury stock                                      (176,511)         (202,105)        (227,510)
   ESOP note receivable repayments                                     8,145             7,600            1,800
   Increase (decrease) in short-term debt                           (103,000)           91,500          (51,600)
   Proceeds from issuance of long-term debt                          224,454                              9,848
   Repayment of long-term debt                                       (10,658)           (9,986)          (4,126)
   Payment of loan costs                                              (2,154)             (349)
   Proceeds from issuance of equity put options                                          1,814            2,184
--------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Financing Activities                    $  (32,481)        $(107,716)      $ (253,951)
--------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents                      35,712           (14,858)           7,455
Cash and Cash Equivalents - Beginning of Year                         26,102            40,960           33,505
--------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Year                           $   61,814         $  26,102       $   40,960
====================================================================================================================
Cash Flow from Changes in Current Assets and Liabilities
   Receivables                                                        (4,908)           (7,706)           7,056
   Inventories                                                        (6,242)           (1,485)          41,697
   Prepaid expenses and other current assets                            (289)           (4,184)          (1,310)
   Accounts payable                                                   16,372            (4,238)          11,787
   Accrued payroll                                                     4,783             3,540            1,025
   Accrued income taxes                                               14,442            16,712           15,477
   Other accrued taxes                                                 1,905              (441)           1,793
   Other current liabilities                                          15,677               274           (6,601)
--------------------------------------------------------------------------------------------------------------------
              Change in Current Assets and Liabilities            $   41,740         $   2,472       $   70,924
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The accompanying 2001, 2000 and 1999 consolidated  financial  statements include
the  operations of Darden  Restaurants,  Inc. and its wholly owned  subsidiaries
(Darden or the Company). All significant  intercompany balances and transactions
have been eliminated in consolidation.

Fiscal Year
Darden's fiscal year ends on the last Sunday in May. Fiscal years 2001, 2000 and
1999 each consisted of 52 weeks.

Inventories
Inventories are valued at the lower of weighted average cost or market.

Land, Buildings and Equipment
All land,  buildings and equipment are recorded at cost. Building components are
depreciated over estimated useful lives ranging from seven to 40 years using the
straight-line  method.  Equipment is  depreciated  over  estimated  useful lives
ranging from three to ten years also using the straight-line method. Accelerated
depreciation methods are generally used for income tax purposes.

Intangible Assets
The cost of  intangible  assets at May 27, 2001,  and May 28, 2000,  amounted to
$26,818  and  $16,412,   respectively.   Intangibles  are  amortized  using  the
straight-line  method over their estimated useful lives ranging from three to 40
years. Costs capitalized  principally represent software and related development
costs and the purchase costs of leases with  favorable  rent terms.  Accumulated
amortization on intangible assets as of May 27, 2001, and May 28, 2000, amounted
to $6,199 and $5,201, respectively.

Impairment of Long-Lived Assets
Restaurant  sites  and  certain   identifiable   intangibles  are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to future net cash flows  expected to be generated by the asset.  If such assets
are  considered to be impaired,  the  impairment to be recognized is measured by
the amount by which the carrying  amount of the assets exceeds their fair value.
Restaurant  sites and  certain  identifiable  intangibles  to be disposed of are
reported at the lower of their  carrying  amount or fair value,  less  estimated
costs to sell.

Liquor Licenses
The costs of obtaining non-transferable liquor licenses that are directly issued
by local government agencies for nominal fees are expensed in the year incurred.
The costs of purchasing  transferable  liquor  licenses  through open markets in
jurisdictions   with  a  limited  number  of  authorized   liquor  licenses  are
capitalized.  If there is permanent  impairment in the value of a liquor license
due to market  changes,  the asset is written down to its net realizable  value.
Annual liquor license renewal fees are expensed.

Foreign Currency Translation
The Canadian dollar is the functional  currency for Darden's Canadian restaurant
operations.   Assets  and  liabilities   denominated  in  Canadian  dollars  are
translated  into U.S.  dollars using the exchange rates in effect at the balance
sheet date.  Results of operations  are  translated  using the average  exchange
rates  prevailing  throughout  the  period.  Translation  gains and  losses  are
reported as a separate  component of accumulated other  comprehensive  income in
stockholders'  equity.  Gains and losses from foreign currency  transactions are
included in the consolidated statements of earnings for each period.

Pre-Opening Costs
Non-capital expenditures associated with opening new restaurants are expensed as
incurred.
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 28

Advertising
Production costs of commercials and programming are charged to operations in the
year the advertising is first aired. The costs of other advertising,  promotion,
and  marketing  programs  are  charged  to  operations  in  the  year  incurred.
Advertising  expense was $196,314,  $182,220,  and $180,563,  in 2001, 2000, and
1999, respectively.

Income Taxes
The Company  provides for federal and state income  taxes  currently  payable as
well as for those deferred because of temporary  differences  between  reporting
income and  expenses  for  financial  statement  purposes  versus tax  purposes.
Federal income tax credits are recorded as a reduction of income taxes. Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and liabilities  and their  respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

Statements of Cash Flows
For purposes of the consolidated  statements of cash flows,  amounts  receivable
from credit card  companies and  investments  purchased with a maturity of three
months or less are considered cash equivalents.

Net Earnings Per Share
Basic  earnings  per share is computed by dividing  income  available  to common
stockholders by the weighted average number of common shares outstanding for the
reporting  period.  Diluted  earnings per share reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted  into common stock.  Outstanding  stock options issued by
the Company  represent the only dilutive  effect  reflected in diluted  weighted
average shares.

Options to purchase  2,412,600,  3,586,200,  and 120,200  shares of common stock
were excluded from the  calculation of diluted  earnings per share for the years
ended May 27, 2001, May 28, 2000, and May 30, 1999, respectively,  because their
exercise  prices  exceeded  the average  market  price of common  shares for the
period.

Derivative Financial and Commodity Instruments
The Company may, from time to time, use financial and commodities derivatives in
the management of interest rate and commodities  pricing risks that are inherent
in its business  operations.  The Company may also use financial  derivatives as
part of its stock  repurchase  program as described in Note 10. Such instruments
are not held or issued for trading or  speculative  purposes.  The Company  may,
from time to time,  use interest rate swap and cap  agreements in the management
of interest rate exposure. The interest rate differential to be paid or received
is normally  accrued as interest rates change,  and is recognized as a component
of  interest  expense  over  the  life of the  agreements.  If an  agreement  is
terminated  prior to the  maturity  date and is  characterized  as a hedge,  any
accrued rate  differential  would be deferred and recognized as interest expense
over  the  life  of the  hedged  item.  The  Company  uses  commodities  hedging
instruments,  including  forwards,  futures and  options,  to reduce the risk of
price fluctuations related to future raw materials  requirements for commodities
such as coffee,  soybean oil,  and natural  gas.  The terms of such  instruments
generally do not exceed 12 months,  and depend on the commodity and other market
factors. Deferred gains and losses are subsequently recorded as cost of products
sold in the  consolidated  statements of earnings when the inventory is sold. If
the inventory is not acquired and the hedge is disposed of, the deferred gain or
loss is recognized  immediately in cost of products  sold. The Company  believes
that it does not have material risk from any of the above financial instruments,
and the Company does not  anticipate  any  material  losses from the use of such
instruments.

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 29

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Stock-Based Compensation
Statement of Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for
Stock-Based  Compensation,"  encourages  the  use  of  a  fair-value  method  of
accounting for stock-based awards under which the fair value of stock options is
determined on the date of grant and expensed over the vesting period. As allowed
by SFAS 123, the Company has elected to account for its stock-based compensation
plans  under the  intrinsic  value-based  method  of  accounting  prescribed  by
Accounting  Principles  Board  Opinion  No. 25 (APB 25),  "Accounting  for Stock
Issued to Employees." Under APB 25, compensation expense is recorded on the date
of  grant if the  current  market  price of the  underlying  stock  exceeds  the
exercise price. The Company has adopted the disclosure requirements of SFAS 123.

Comprehensive Income
Comprehensive  income includes net earnings and other comprehensive income items
that  are  excluded  from  net  earnings  under  generally  accepted  accounting
principles,  such as foreign  currency  translation  adjustments  and unrealized
gains and losses on investments.  The Company's only item of other comprehensive
income is foreign  currency  translation  adjustments  which have been  reported
separately within stockholders' equity.

Segment Reporting
As of May 27, 2001, the Company operated 1,168 Red Lobster, Olive Garden, Bahama
Breeze and Smokey Bones BBQ Sports Bar restaurants in North America as part of a
single  operating  segment.  The restaurants  operate  principally in the United
States within the casual dining industry,  providing similar products to similar
customers.  The restaurants also possess similar pricing structures resulting in
similar long-term expected financial performance characteristics.  Revenues from
external  customers are derived  principally  from food and beverage sales.  The
Company does not rely on any major customers as a source of revenue.  Management
believes  that the Company  meets the criteria  for  aggregating  its  operating
segments into a single reporting segment.

Reclassifications
Certain  reclassifications  have been made to prior year amounts to conform with
current year presentation.

Future Application of Accounting Standards
In June 1998, the Financial  Accounting  Standards Board (FASB) issued SFAS 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities."  SFAS  133
requires  that all  derivative  instruments  be recorded on the balance sheet at
fair value.  Gains or losses  resulting from changes in the fair values of those
derivatives are recorded each period in current earnings or other  comprehensive
income,  depending  on whether a  derivative  is  designated  as part of a hedge
transaction and the type of hedge  transaction.  The ineffective  portion of all
hedges will be recognized in earnings.  In June 1999,  the FASB issued SFAS 137,
which  deferred the effective date of adoption of SFAS 133 for one year. In June
2000, the FASB issued SFAS 138,  "Accounting for Certain Derivative  Instruments
and Certain  Hedging  Activities - an Amendment of FASB Statement No. 133". SFAS
138, which amends the accounting and reporting standards of SFAS 133 for certain
derivative instruments and hedging activities, must be adopted concurrently with
SFAS 133.  The  Company  adopted  SFAS 133 and SFAS 138 in the first  quarter of
fiscal  2002.  Adoption of SFAS 133 and SFAS 138 did not  materially  impact the
Company's consolidated financial position, results of operations, or cash flows.

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 30

NOTE 2 - ACCOUNTS RECEIVABLE

Darden  contracts with national  storage and  distribution  companies to provide
services that are billed to Darden on a per-case basis. In connection with these
services,  certain  Darden  inventory  items  are sold to these  companies  at a
predetermined  price when they are shipped to their  storage  facilities.  These
items  are  repurchased  at the same  price by  Darden  when  the  inventory  is
subsequently delivered to Company restaurants.  These transactions do not impact
the consolidated  statements of earnings.  Receivables from national storage and
distribution  companies amounted to $24,996 and $24,692 at May 27, 2001, and May
28, 2000, respectively.

NOTE 3 - RESTRUCTURING AND ASSET IMPAIRMENT CREDIT, NET

Darden  recorded  asset  impairment  charges of $2,629 and  $158,987 in 2000 and
1997, respectively,  representing the difference between fair value and carrying
value of impaired assets.  The asset impairment charges relate to low-performing
restaurant  properties and other long-lived assets,  including  restaurants that
have been closed.  Fair value is generally  determined  based on  appraisals  or
sales prices of comparable properties. In connection with the closing of certain
restaurant  properties,  the Company  recorded other  restructuring  expenses of
$70,900 in 1997. The liability was established to accrue for estimated  carrying
costs of buildings and equipment prior to disposal,  employee  severance  costs,
lease buy-out  provisions,  and other costs  associated  with the  restructuring
action.  All  restaurant  closings  under this  restructuring  action  have been
completed. The remaining restructuring actions, including disposal of the closed
owned properties and the lease buy-outs related to the closed leased properties,
are expected to be substantially completed during 2002.

During 2000 and 1999, the Company  reversed  portions of its 1997  restructuring
liability totaling $8,560 and $8,461, respectively.  The 2000 reversal primarily
resulted from favorable lease terminations. The 1999 reversal primarily resulted
from the  Company's  decision to close fewer  restaurants  than  identified  for
closure as part of the initial  restructuring  action. No restructuring or asset
impairment expense or credit was charged to operating results during 2001.

The components of the  restructuring and asset impairment  credit,  net, and the
after-tax and earnings per share effects of these items for 2000 and 1999 are as
follows:
<TABLE>
<CAPTION>
                                                                                        Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                                2000                     1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                   <C>

Carrying costs of buildings and equipment prior to disposal and
   employee severance costs                                                    $                     $ (3,907)
Lease buy-out provisions                                                         (8,560)               (4,554)
--------------------------------------------------------------------------------------------------------------------
     Subtotal                                                                    (8,560)               (8,461)
Impairment of restaurant properties                                               2,629
--------------------------------------------------------------------------------------------------------------------
Total restructuring and asset impairment credit, net                             (5,931)               (8,461)
Less related income tax effect                                                    2,308                 3,236
--------------------------------------------------------------------------------------------------------------------
Restructuring and asset impairment credit, net, net of
   income taxes                                                                  (3,623)               (5,225)
--------------------------------------------------------------------------------------------------------------------
Earnings per share effect - basic and diluted                                  $  (0.03)             $  (0.04)
====================================================================================================================
</TABLE>
The  restructuring  liability is included in other  current  liabilities  in the
accompanying  consolidated  balance  sheets.  As of May 27, 2001,  approximately
$42,600 of carrying, employee severance, and lease buy-out costs associated with
the  1997   restructuring   action  had  been  paid  and  charged   against  the
restructuring  liability. A summary of restructuring liability activity for 2001
and 2000 is as follows:
<TABLE>
<CAPTION>
                                                                                         Fiscal Year
------------------------------------------------------------------------ --------------------- ---------------------
                                                                                 2001                  2000
------------------------------------------------------------------------ --------------------- ---------------------
<S>                                                                            <C>                   <C>
Beginning balance                                                              $ 8,564               $ 37,139
Non-cash Adjustments:
     Restructuring credit                                                                              (8,560)
     Reclassification of asset impairment (described below)                                           (12,000)
Cash Payments:
     Carrying costs and employee severance payments                             (1,364)                (2,744)
     Lease payments including lease buy-outs, net                               (1,402)                (5,271)
------------------------------------------------------------------------ --------------------- ---------------------
Ending Balance                                                                 $ 5,798               $  8,564
======================================================================== ===================== =====================
</TABLE>
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 31

Asset impairment charges of $12,000 included in the beginning 2000 restructuring
liability  have been  reclassified  to reduce the carrying value of land for all
periods  presented.  This  reclassification  related to asset impairment charges
recorded in 1997 for long-lived assets associated with Canadian restaurants.

NOTE 4 - INCOME TAXES

The  components  of earnings  before  income taxes and the  provision for income
taxes thereon are as follows:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2001             2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>             <C>

Earnings before income taxes:
       U.S.                                                       $  296,160         $ 269,802       $  212,585
       Canada                                                          5,058             4,105            3,290
--------------------------------------------------------------------------------------------------------------------
Earnings before income taxes                                      $  301,218         $ 273,907       $  215,875
--------------------------------------------------------------------------------------------------------------------
Income taxes:
   Current:
       Federal                                                    $   79,285         $  61,528       $   53,621
       State and local                                                13,049            10,861            7,577
       Canada                                                            134               204              172
--------------------------------------------------------------------------------------------------------------------
     Total current                                                    92,468            72,593           61,370
--------------------------------------------------------------------------------------------------------------------
   Deferred (principally U.S.)                                        11,750            24,609           13,967
--------------------------------------------------------------------------------------------------------------------
Total income taxes                                                $  104,218         $  97,202       $   75,337
====================================================================================================================
</TABLE>

During 2001, 2000, and 1999, Darden paid income taxes of $63,893,  $53,688,  and
$34,790, respectively.

The following table is a reconciliation of the U.S. statutory income tax rate to
the  effective  income  tax  rate  included  in  the  accompanying  consolidated
statements of earnings:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2001             2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>              <C>

U.S. statutory rate                                                  35.0%             35.0%            35.0%
State and local income taxes, net of federal tax benefits             3.1               3.3              3.3
Benefit of federal income tax credits                                (4.1)             (3.9)            (4.5)
Other, net                                                            0.6               1.1              1.1
--------------------------------------------------------------------------------------------------------------------
Effective income tax rate                                            34.6%             35.5%            34.9%
====================================================================================================================
</TABLE>

The tax effects of temporary  differences  that give rise to deferred tax assets
and liabilities are as follows:
<TABLE>
<CAPTION>
                                                                            May 27, 2001          May 28, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>

Accrued liabilities                                                         $    14,899            $   15,836
Compensation and employee benefits                                               50,902                48,310
Asset disposition and restructuring liabilities                                   5,306                 7,616
Net assets held for disposal                                                        937                 1,837
Other                                                                             2,436                 2,210
--------------------------------------------------------------------------------------------------------------------
Gross deferred tax assets                                                        74,480                75,809
--------------------------------------------------------------------------------------------------------------------
Buildings and equipment                                                         (73,578)              (64,071)
Prepaid pension asset                                                           (17,376)              (16,406)
Prepaid interest                                                                 (3,812)               (4,161)
Deferred rent and interest income                                               (13,474)              (14,560)
Intangibles                                                                      (5,840)               (4,497)
Other                                                                            (3,182)               (3,146)
--------------------------------------------------------------------------------------------------------------------
Gross deferred tax liabilities                                                 (117,262)             (106,841)
--------------------------------------------------------------------------------------------------------------------
Net deferred tax liabilities                                                $   (42,782)           $  (31,032)
====================================================================================================================
</TABLE>

A valuation allowance for deferred tax assets is provided when it is more likely
than not  that  some  portion  or all of the  deferred  tax  assets  will not be
realized.  Realization is dependent upon the generation of future taxable income
or the  reversal of deferred tax  liabilities  during the periods in which those
temporary  differences  become  deductible.  Management  considers the scheduled
reversal of deferred tax liabilities,  projected future taxable income,  and tax
planning  strategies in making this assessment.  As of May 27, 2001, and May 28,
2000,  no  valuation   allowance  has  been   recognized  in  the   accompanying
consolidated  financial  statements  for the  deferred  tax assets  because  the
Company  believes  that  sufficient  projected  future  taxable  income  will be
generated to fully utilize the benefits of these deductible amounts.

NOTE 5 - LAND, BUILDINGS AND EQUIPMENT

The components of land, buildings and equipment are as follows:
<TABLE>
<CAPTION>

                                                                            May 27, 2001          May 28, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                  <C>

Land                                                                        $    426,171         $     409,069
Buildings                                                                      1,562,107             1,425,557
Equipment                                                                        759,812               680,178
Construction in progress                                                         128,976                75,027
--------------------------------------------------------------------------------------------------------------------
Total land, buildings and equipment                                            2,877,066             2,589,831
Less accumulated depreciation                                                 (1,097,551)           (1,011,290)
--------------------------------------------------------------------------------------------------------------------
Net land, buildings and equipment                                           $  1,779,515         $   1,578,541
====================================================================================================================
</TABLE>

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 32

NOTE 6 - OTHER ASSETS

The components of other assets are as follows:
<TABLE>
<CAPTION>

                                                                            May 27, 2001          May 28, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                    <C>

Prepaid pension                                                            $      45,624          $     42,893
Prepaid interest and loan costs                                                   19,768                20,312
Liquor licenses                                                                   18,642                17,599
Intangible assets                                                                 20,619                11,211
Prepaid equipment maintenance                                                      1,641                 4,103
Miscellaneous                                                                      4,507                 6,304
--------------------------------------------------------------------------------------------------------------------
Total other assets                                                         $     110,801          $    102,422
====================================================================================================================
</TABLE>

NOTE 7 - SHORT-TERM DEBT

Short-term  debt at May 27,  2001,  and May 28,  2000,  consisted of $12,000 and
$115,000,  respectively,  of unsecured commercial paper borrowings with original
maturities of one month or less.  The debt bore interest rates of 4.3 percent at
May 27, 2001, and 6.36 to 6.75 percent at May 28, 2000.

NOTE 8 - LONG-TERM DEBT

The components of long-term debt are as follows:
<TABLE>
<CAPTION>

                                                                            May 27, 2001          May 28, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>

8.375% senior notes due September 2005                                        $  150,000          $
6.375% notes due February 2006                                                   150,000               150,000
7.45% medium-term notes due April 2011                                            75,000
7.125% debentures due February 2016                                              100,000               100,000
ESOP loan with variable rate of interest (4.45% at May 27,
   2001) due December 2018                                                        44,455                52,600
Other                                                                              2,647                 5,160
--------------------------------------------------------------------------------------------------------------------
Total long-term debt                                                             522,102               307,760
Less issuance discount                                                            (1,528)               (1,174)
--------------------------------------------------------------------------------------------------------------------
Total long-term debt less issuance discount                                      520,574               306,586
Less current portion                                                              (2,647)               (2,513)
--------------------------------------------------------------------------------------------------------------------
Long-term debt, excluding current portion                                     $  517,927          $    304,073
====================================================================================================================
</TABLE>
In July 2000,  the  Company  registered  $500,000  of debt  securities  with the
Securities and Exchange  Commission  (SEC) using a shelf  registration  process.
Under this process,  the Company may offer, from time to time, up to $500,000 of
debt  securities.  In September  2000, the Company issued  $150,000 of unsecured
8.375 percent senior notes due in September  2005. The senior notes rank equally
with all of the Company's other unsecured and unsubordinated debt and are senior
in right of payment to all of the Company's future subordinated debt.

In November 2000, Darden filed a prospectus  supplement with the SEC to offer up
to  $350,000  of  medium-term  notes  from  time to  time  as part of the  shelf
registration  process referred to above. In April 2001, under this program,  the
Company issued $75,000 of unsecured 7.45 percent  medium-term notes due in April
2011.

In January 1996,  the Company issued  $150,000 of unsecured  6.375 percent notes
due in February 2006 and $100,000 of unsecured  7.125 percent  debentures due in
February 2016. The proceeds from the issuance were used to refinance  commercial
paper borrowings.  Concurrent with the issuance of the notes and debentures, the
Company  terminated,  and settled for cash,  interest-rate  swap agreements with
notional amounts totaling $200,000,  which hedged the movement of interest rates
prior to the issuance of the notes and debentures.  The cash paid in terminating
the  interest-rate  swap agreements is being amortized to interest  expense over
the life of the notes and debentures. The effective annual interest rate is 7.57
percent for the notes and 7.82 percent for the debentures,  after  consideration
of loan costs, issuance discounts, and interest-rate swap termination costs.
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 33

The Company also maintains a credit facility which expires in October 2004, with
a  consortium  of banks under which the Company can borrow up to  $300,000.  The
credit  facility  allows the Company to borrow at interest rates that vary based
on the prime rate,  LIBOR,or a  competitively  bid rate among the members of the
lender  consortium,  at the  option  of the  Company.  The  credit  facility  is
available  to support the  Company's  commercial  paper  borrowing  program,  if
necessary.  The Company is required to pay a facility fee of 15 basis points per
annum on the average daily amount of loan  commitments  by the  consortium.  The
amount of interest  and the annual  facility  fee are subject to change based on
the Company's  achievement of certain debt ratings and financial ratios, such as
maximum  debt  to  capital  ratios.  Advances  under  the  credit  facility  are
unsecured.  At May 27, 2001,  and May 28, 2000, no borrowings  were  outstanding
under this credit facility.

The aggregate maturities of long-term debt for each of the five years subsequent
to May 27, 2001,  and  thereafter  are $2,647 in 2002,  $0 in 2003 through 2005,
$300,000 in 2006, and $219,455 thereafter.

NOTE 9 - FINANCIAL INSTRUMENTS

The Company has participated in the financial  derivatives markets to manage its
exposure to interest rate fluctuations. The Company had interest rate swaps with
a notional  amount of $200,000,  which it used to convert  variable rates on its
long-term debt to fixed rates  effective May 30, 1995. The Company  received the
one-month  commercial  paper interest rate and paid fixed-rate  interest ranging
from 7.51 percent to 7.89 percent.  The interest rate swaps were settled  during
January 1996 at a cost to the Company of $27,670.  This cost is being recognized
as an  adjustment to interest  expense over the term of the  Company's  10-year,
6.375 percent notes and 20-year, 7.125 percent debentures (see Note 8).

The  following  methods  were used in  estimating  fair  value  disclosures  for
significant  financial   instruments:   Cash  equivalents  and  short-term  debt
approximate  their  carrying  amount due to the short  duration of those  items.
Long-term  debt is based on quoted  market  prices or, if market  prices are not
available,  the present  value of the  underlying  cash flows  discounted at the
Company's  incremental  borrowing rates. The carrying amounts and fair values of
the Company's significant financial instruments are as follows:
<TABLE>
<CAPTION>

                                                        May 27, 2001                       May 28, 2000
--------------------------------------------------------------------------------------------------------------------
                                                 Carrying            Fair           Carrying            Fair
                                                  Amount            Value            Amount            Value
--------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>              <C>               <C>

Cash and cash equivalents                        $  61,814         $  61,814         $  26,102        $  26,102
Short-term debt                                     12,000            12,000           115,000          115,000
Total long-term debt                               520,574           513,392           306,586          284,835
--------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 10 - STOCKHOLDERS' EQUITY

The Company's  Board of Directors has approved a stock  repurchase  program that
authorizes  the Company to repurchase up to 64.6 million shares of the Company's
common stock.  In 2001,  2000,  and 1999, the Company  purchased  treasury stock
totaling $176,511,  $202,105,  and $227,510,  respectively.  As of May 27, 2001,
52.5 million shares have been purchased under the program.

As a part of its stock repurchase program, the Company issues equity put options
from time to time that entitle the holder to sell shares of Company common stock
to the Company,  at a specified  price, if the holder  exercises the option.  In
2000,  the  Company  issued  put  options  for  1,750,000  shares  for $1,814 in
premiums.  At May 28, 2000, put options for 250,000 shares were outstanding.  No
put options were issued in 2001 or outstanding at May 27, 2001.
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 34

NOTE 11 - STOCKHOLDERS' RIGHTS PLAN

The Company has a  stockholders'  rights plan that  entitles  each holder of the
Company's  common  stock  to  purchase  one-hundredth  of one  share  of  Darden
preferred  stock for each common  share owned at a purchase  price of $62.50 per
share,  subject to adjustment to prevent  dilution.  The rights are  exercisable
when, and are not  transferable  apart from the Company's  common stock until, a
person or group has acquired 20 percent or more,  or makes a tender offer for 20
percent or more, of the Company's  common stock. If the specified  percentage of
the Company's common stock is then acquired,  each right will entitle the holder
(other than the acquiring  company) to receive,  upon exercise,  common stock of
either the Company or the  acquiring  company  having a value equal to two times
the exercise  price of the right.  The rights are  redeemable  by the  Company's
Board in certain circumstances and expire on May 24, 2005.

NOTE 12 - INTEREST, NET

The components of interest, net are as follows:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2001                2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>              <C>
Interest expense                                                     $35,196           $24,999          $21,015
Capitalized interest                                                  (3,671)           (1,910)            (593)
Interest income                                                         (861)             (701)            (882)
--------------------------------------------------------------------------------------------------------------------
Interest, net                                                        $30,664           $22,388          $19,540
====================================================================================================================
</TABLE>

Capitalized  interest was  computed  using the  Company's  borrowing  rate.  The
Company  paid  $24,281,  $19,834,  and  $16,356  for  interest  (net of  amounts
capitalized) in 2001, 2000, and 1999, respectively.

NOTE 13 - LEASES

An analysis of rent expense incurred under operating leases is as follows:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2001              2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>              <C>

Restaurant minimum rent                                             $40,007           $38,818          $38,866
Restaurant percentage rent                                            3,163             2,183            1,853
Restaurant equipment minimum rent                                     8,388             8,267            8,511
Restaurant rent averaging expense                                      (510)             (473)              13
Transportation equipment                                              2,320             1,946            1,856
Office equipment                                                      1,323             1,090            1,012
Office space                                                          1,020               597              505
Warehouse space                                                         227               227              215
--------------------------------------------------------------------------------------------------------------------
Total rent expense                                                  $55,938           $52,655          $52,831
====================================================================================================================
</TABLE>

Minimum rental  obligations are accounted for on a straight-line  basis over the
term of the lease. Percentage rent expense is generally based on sales levels or
changes in the Consumer  Price Index.  Most leases  require  payment of property
taxes,  insurance,  and maintenance costs in addition to the rent payments.  The
annual  non-cancelable  future  lease  commitments  for each of the  five  years
subsequent to May 27, 2001,  and  thereafter  are:  $51,787 in 2002,  $45,890 in
2003, $34,233 in 2004, $28,746 in 2005, $23,074 in 2006, and $69,817 thereafter,
for a cumulative total of $253,547.

NOTE 14 - RETIREMENT PLANS

Substantially  all of the Company's  employees are eligible to  participate in a
retirement plan. The Company's salaried employees are eligible to participate in
a post-retirement benefit plan.

Defined Benefit Plans and Post-retirement Benefit Plan
The Company sponsors  defined benefit pension plans for salaried  employees with
various benefit  formulas and a group of hourly employees with a frozen level of
benefits.   The  Company  also  sponsors  a  contributory   plan  that  provides
health-care benefits to its salaried retirees.
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 35

The  following  provides a  reconciliation  of the  changes in the plan  benefit
obligation,  fair value of plan assets, and the funded status of the plans as of
February 28, 2001, and February 29, 2000:
<TABLE>
<CAPTION>



                                                 Defined Benefit Plans  (1)         Post-retirement Benefit Plan
------------------------------------------------------------------------------------------------------------------
                                                     2001            2000                     2001         2000
------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>                    <C>             <C>
Change in Benefit Obligation:
Benefit obligation at the beginning of period     $ 82,634       $  83,205              $   5,663       $   5,718
  Service cost                                       3,488           3,091                    246             260
  Interest cost                                      6,450           5,683                    448             396
  Participant contributions                                                                    96              89
  Benefits paid                                     (3,765)         (4,204)                  (159)           (206)
  Actuarial (gain) loss                              8,532          (5,141)                   445            (594)
                                                  --------       ----------             ---------       ---------
Benefit obligation at the end of period           $ 97,339       $  82,634              $   6,739       $   5,663
                                                  ========       =========              =========       =========

Change in Plan Assets:
Fair value of plan assets at the
  beginning of period                             $115,872       $ 102,550              $               $
  Actual return on plan assets                       7,894          17,495
  Employer contributions                                41              31                     63             117
  Participant contributions                                                                    96              89
Benefits paid                                       (3,765)         (4,204)                  (159)           (206)
                                                  --------       ---------              ---------       ---------
Fair value of plan assets at the end of period    $120,042       $115,872               $               $
                                                  ========       ========               =========       =========

Reconciliation of Funded Status of the Plan:
Funded status at end of year                      $ 22,703       $  33,238              $  (6,739)      $  (5,663)
  Unrecognized transition asset                       (642)         (1,284)
  Unrecognized prior service cost                   (1,849)         (2,305)                    65              83
  Unrecognized actuarial (gain) loss                22,857          10,843                   (371)           (835)
  Contributions for March to May                        10              10                     28              38
                                                  ---------      ---------              ---------       ---------
Prepaid (accrued) benefit costs                   $ 43,079       $  40,502              $  (7,017)      $  (6,377)
                                                  =========      =========              =========       =========

Components of the Consolidated
  Balance Sheets:
Prepaid benefit costs                             $ 45,624       $  42,893              $               $
Accrued benefit costs                               (2,545)         (2,391)                (7,017)         (6,377)
                                                  --------       ---------              ---------       ---------
Net asset (liability) recognized                  $ 43,079       $  40,502              $  (7,017)      $  (6,377)
                                                  ========       =========              =========       =========
</TABLE>


(1)  For plans with  accumulated  benefit  obligations in excess of plan assets,
     the  accumulated  benefit  obligation and plan assets were $2,781 and zero,
     respectively,  as of February 28, 2001, and $2,460 and zero,  respectively,
     as of February 29, 2000.

The following  presents the  weighted-average  assumptions used to determine the
actuarial  present value of the defined  benefit  plans and the  post-retirement
benefit plan obligations:
<TABLE>
<CAPTION>

                                                    Defined Benefit Plans           Post-retirement Benefit Plan
------------------------------------------------------------------------------------------------------------------
                                                        2001            2000                  2001         2000
---------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>                   <C>          <C>

Discount rate                                              7.5%          8.0%                  7.5%         8.0%
Expected long-term rate of return on plan assets          10.4%         10.4%                  N/A          N/A
Rate of future compensation increases                      4.0%          4.5%                  N/A          N/A

</TABLE>

The assumed health care cost trend rate increase in the  per-capita  charges for
benefits  ranged  from 6.0 percent to 4.7  percent  for 2002,  depending  on the
medical service category. The rates gradually decrease to a range of 5.5 percent
to 4.6 percent  through  2006 and 2004,  respectively,  and remain at that level
thereafter.

The  assumed  health  care cost trend rate has a  significant  effect on amounts
reported for retiree health care plans. A  one-percentage-point  variance in the
assumed  health care cost trend rate would increase or decrease the total of the
service and interest  cost  components of net periodic  post-retirement  benefit
cost by $146  and  $111,  respectively,  and  would  increase  or  decrease  the
accumulated   post-retirement   benefit   obligation   by  $1,298  and   $1,036,
respectively.
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 36

Components of net periodic benefit cost (income) are as follows:
<TABLE>
<CAPTION>

                                                         Defined Benefit Plans            Post-retirement Benefit Plan
                                                         -----------------------          ----------------------------
                                                        2001        2000       1999         2001   2000       1999
------------------------------------------------- ------------ ----------- ---------- -- -------- -------- -----------
<S>                                                 <C>         <C>        <C>            <C>      <C>       <C>

Service  cost                                       $ 3,488     $ 3,091    $  3,251       $ 246    $ 260     $ 267
Interest cost                                         6,255       5,509       5,243         447      396       408
Expected return on plan assets                      (11,589)    (10,652)    (10,247)
Amortization of unrecognized transition asset          (642)       (642)       (642)
Amortization of unrecognized prior service cost        (456)       (456)       (456)         18       18        18
Recognized net actuarial loss (gain)                    213       1,405       1,088         (18)
                                                    -------     -------    --------       -----    -----     -----
Net periodic benefit cost (income)                  $(2,731)    $(1,745)   $ (1,763)      $ 693    $ 674     $ 693
                                                    =======     =======    ========       =====    =====     =====

</TABLE>

Defined Contribution Plan
The Company has a defined  contribution  plan covering most employees age 21 and
older. The Company matches  participant  contributions with at least one year of
service up to six percent of  compensation  on the basis of Company  performance
with the  match  ranging  from a minimum  of $0.25 up to $1.00  for each  dollar
contributed by the  participant.  The plan had net assets of $363,610 at May 27,
2001, and $264,127 at May 28, 2000.  Expense  recognized in 2001, 2000, and 1999
was $3,358,  $3,729, and $5,054,  respectively.  Employees classified as "highly
compensated"  under the Internal  Revenue Code are  ineligible to participate in
this  plan.  Amounts  due to  highly  compensated  employees  under a  separate,
nonqualified  deferred  compensation  plan totaled $53,763 and $44,150 as of May
27, 2001 and May 28, 2000, respectively.

The defined  contribution plan includes an Employee Stock Ownership Plan (ESOP).
This ESOP  originally  borrowed  $50,000 from third  parties  guaranteed  by the
Company and borrowed  $25,000 from the Company at a variable  interest rate. The
$50,000 third party loan was  refinanced in 1997 by a commercial  bank's loan to
the Company and a corresponding loan from the Company to the ESOP.  Compensation
expense is recognized as contributions  are accrued.  Contributions to the plan,
plus the dividends accumulated on the common stock held by the ESOP, are used to
pay  principal,  interest,  and expenses of the plan. As loan payments are made,
common stock is allocated to ESOP  participants.  In 2001,  2000,  and 1999, the
ESOP incurred interest expense of $3,086, $3,436, and $3,203, respectively,  and
used dividends received of $415, $941, and $647, respectively, and contributions
received from the Company of $9,224,  $9,385, and $4,368,  respectively,  to pay
principal and interest on its debt.

Company  shares  owned  by the  ESOP  are  included  in  average  common  shares
outstanding for purposes of calculating net earnings per share. At May 27, 2001,
the ESOP's debt to the Company had a balance of $44,455 with a variable  rate of
interest of 4.45 percent;  $27,555 of the principal  balance is due to be repaid
no later than  December  2007,  with the  remaining  $16,900 due to be repaid no
later than December 2014. The number of Company common shares within the ESOP at
May 27, 2001, approximates  9,810,000,  representing 6,740,000 unreleased shares
and 3,070,000 shares allocated to participants.

NOTE 15 - STOCK PLANS

The Company  maintains three  principal stock option and stock grant plans:  the
Amended and Restated  Stock Option and  Long-Term  Incentive  Plan of 1995 (1995
Plan);  the  Restaurant  Management and Employee Stock Plan of 2000 (2000 Plan);
and the Stock Plan for Directors,  adopted in 2000 (Director  Plan).  All of the
plans are administered by the Compensation  Committee of the Board of Directors.
The 1995 Plan  provides for the issuance of up to  22,200,000  common  shares in
connection  with the granting of  non-qualified  stock  options,  and restricted
stock or restricted stock units (RSUs),  to key employees.  Restricted stock and
RSUs may be granted  under the plan for up to  1,500,000  shares.  The 2000 Plan
provides for the issuance of up to 3,600,000  common shares out of the Company's

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 37

treasury in  connection  with the granting of  non-qualified  stock  options and
restricted  stock or RSUs to key employees,  excluding  directors and Section 16
reporting officers.  Restricted stock and RSUs may be granted under the plan for
up to five percent of the shares  authorized  under the plan.  The Director Plan
provides for the issuance of up to 250,000  common  shares out of the  Company's
treasury in  connection  with the granting of  non-qualified  stock  options and
restricted  stock and RSUs to  non-employee  directors.  Under all of the plans,
stock  options  are  granted at a price  equal to the fair  market  value of the
shares at the date of grant, for terms not exceeding ten years, and have various
vesting  periods at the  discretion of the  Compensation  Committee.  Restricted
stock and RSUs granted  under the 1995 and 2000 Plans  generally  vest no sooner
than one year from the date of grant,  although  the  restricted  period  may be
accelerated based on performance goals established by the Committee.

The Company also maintains the Compensation Plan for Non-Employee Directors that
was adopted in 2000. This plan provides that non-employee directors may elect to
receive  their  annual  retainer and meeting  fees in any  combination  of cash,
deferred cash or Company  common  shares,  and  authorizes the issuance of up to
50,000 common shares out of the Company's treasury for this purpose.  The common
shares issuable under the plan shall have a fair market value  equivalent to the
value of the foregone retainer and meeting fees.

The per share weighted  average fair value of stock options granted during 2001,
2000, and 1999 was $17.54, $6.47, and $10.21,  respectively.  These amounts were
determined  using the Black Scholes  option-pricing  model which values  options
based on the stock price at the grant date, the expected life of the option, the
estimated volatility of the stock, expected dividend payments, and the risk-free
interest  rate over the  expected  life of the option.  The  dividend  yield was
calculated by dividing the current  annualized  dividend by the option price for
each grant. The expected volatility was determined  considering stock prices for
the  fiscal  year  the  grant  occurred  and  prior  fiscal  years,  as  well as
considering  industry  volatility data. The risk-free interest rate was the rate
available on zero coupon U.S.  government  obligations  with a term equal to the
remaining  term for each grant.  The expected  life of the option was  estimated
based on the exercise history from previous grants.

The  weighted-average  assumptions  used  in the  Black  Scholes  model  were as
follows:
<TABLE>
<CAPTION>

                                                                                  Stock Options
                                                                             Granted in Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                      2001            2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>               <C>

Risk-free interest rate                                              7.00%            6.50%             5.60%
Expected volatility of stock                                         30.0%            30.0%             30.0%
Dividend yield                                                        0.1%             0.1%              0.1%
Expected option life                                             6.0 years        6.0 years         6.0 years
====================================================================================================================
</TABLE>

The  Company  applies  APB 25 in  accounting  for its stock  option  plans  and,
accordingly,   no  compensation  cost  has  been  recognized  in  the  Company's
consolidated  financial  statements  for stock options  granted under any of its
stock  plans.  Had the Company  determined  compensation  cost based on the fair
value at the grant date for its stock options as prescribed  under SFAS 123, the
Company's net earnings and net earnings per share would have been reduced to the
pro forma amounts indicated below:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2001             2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>              <C>

Net earnings
   As reported                                                    $ 197,000        $  176,705       $  140,538
   Pro forma                                                      $ 184,542        $  168,171       $  134,527
Basic net earnings per share
   As reported                                                    $    1.64        $     1.38       $     1.02
   Pro forma                                                      $    1.54        $     1.31       $     0.98
Diluted net earnings per share
   As reported                                                    $    1.59        $     1.34       $     0.99
   Pro forma                                                      $    1.49        $     1.27       $     0.95

====================================================================================================================
</TABLE>
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 38

Under SFAS 123,  stock  options  granted  prior to 1996 are not  required  to be
included as compensation in determining pro forma net earnings. To determine pro
forma net earnings,  reported net earnings  have been adjusted for  compensation
costs  associated with stock options granted from 1996 forward that are expected
to eventually vest.

Stock option activity during the periods indicated was as follows:
<TABLE>
<CAPTION>

                                                     Weighted Average                           Weighted Average
                                     Options          Exercise Price           Options           Exercise Price
                                   Exercisable           Per Share           Outstanding            Per Share
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>                     <C>                <C>

Balance at May 31, 1998              6,286,678            $   9.55            16,362,900             $  10.16
--------------------------------------------------------------------------------------------------------------------
Options granted                                                                2,888,554             $  15.37
Options exercised                                                             (2,789,237)            $   9.12
Options cancelled                                                               (962,666)            $   9.36
--------------------------------------------------------------------------------------------------------------------
Balance at May 30, 1999              5,883,774            $  10.53            15,499,551             $  11.35
--------------------------------------------------------------------------------------------------------------------
Options granted                                                                3,727,496             $  20.91
Options exercised                                                             (1,152,922)            $   9.18
Options cancelled                                                               (505,618)            $  13.07
--------------------------------------------------------------------------------------------------------------------
Balance at May 28, 2000              6,712,259            $  10.68            17,568,507             $  13.47
--------------------------------------------------------------------------------------------------------------------
Options granted                                                                3,583,818             $  16.48
Options exercised                                                             (3,113,400)            $  10.50
Options cancelled                                                               (617,400)            $  16.23
--------------------------------------------------------------------------------------------------------------------
Balance at May 27, 2001              8,148,226            $  11.43            17,421,525             $  14.52
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table provides information  regarding  exercisable and outstanding
options as of May 27, 2001:
<TABLE>
<CAPTION>
                                                                                                      Weighted
                                                 Weighted                           Weighted          Average
         Range of                                Average                             Average         Remaining
         Exercise               Options          Exercise          Options          Exercise        Contractual
      Price Per Share         Exercisable    Price Per Share     Outstanding     Price Per Share    Life (Years)
--------------------------------------------------------------------------------------------------------------------
      <S>                     <C>            <C>                 <C>             <C>                <C>
      $ 5.00 - $10.00           2,256,397        $  9.40           3,064,520         $  9.29             4.76
      $10.01 - $15.00           4,970,681        $ 11.29           5,083,099         $ 11.31             3.63
      $15.01 - $20.00             847,806        $ 16.75           6,712,503         $ 16.48             8.32
        Over $20.00                73,342        $ 21.34           2,561,403         $ 22.03             8.13
--------------------------------------------------------------------------------------------------------------------
                                8,148,226        $ 11.43          17,421,525         $ 14.52             6.30
====================================================================================================================
</TABLE>
<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 39

NOTE 16 - EMPLOYEE STOCK PURCHASE PLAN

Effective January 1, 1999, the Company adopted the Darden  Restaurants  Employee
Stock Purchase Plan to provide eligible employees who have completed one year of
service  an  opportunity  to  purchase  shares of its common  stock,  subject to
certain  limitations.  Under the plan, employees may elect to purchase shares at
the lower of 85 percent of the fair market value of the  Company's  common stock
as of the first or last trading  days of each  quarterly  participation  period.
During 2001,  2000, and 1999,  employees  purchased shares of common stock under
the plan totaling  219,000,  243,000,  and 55,000,  respectively.  An additional
883,000 shares are available for issuance as of May 27, 2001.

The Company  applies APB 25 in accounting  for its Employee Stock Purchase Plan,
so no  compensation  cost has been  recognized for shares issued under the plan.
The impact of recognizing compensation expense for purchases made under the plan
in accordance with the fair value method specified in SFAS 123 is less than $200
and has no impact on reported basic or diluted earnings per share.

NOTE 17 - COMMITMENTS AND CONTINGENCIES

The Company makes trade commitments in the course of its normal  operations.  As
of May 27, 2001, the Company was contingently  liable for approximately  $10,889
under  outstanding   letters  of  credit  issued  in  connection  with  purchase
commitments.  As of May 27, 2001, the Company also has guaranteed  approximately
$6,922 of third-party sub-lease obligations.

The  Company  is  involved  in  litigation  arising  from the  normal  course of
business.  In the opinion of  management,  this  litigation  is not  expected to
materially  impact the Company's  consolidated  financial  position,  results of
operations, or cash flows.

NOTE 18 - QUARTERLY DATA (UNAUDITED)

Summarized quarterly data for 2001 and 2000 are as follows:
<TABLE>
<CAPTION>

                                                                  Fiscal 2001 - Quarters Ended
--------------------------------------------------------------------------------------------------------------------
                                               Aug. 27       Nov. 26        Feb. 25        May 27        Total
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>           <C>           <C>           <C>

Sales                                         $1,018,205     $931,958      $988,635      $1,082,359    $4,021,157
Gross Profit                                     229,093      194,832       219,566         242,940       886,431
Earnings before Interest and Taxes                94,112       53,088        84,019         100,663       331,882
Earnings before Taxes                             87,838       45,311        75,491          92,578       301,218
Net Earnings                                      56,921       29,541        49,527          61,011       197,000
Net Earnings per Share:
   Basic                                            0.47         0.25          0.41            0.52          1.64
   Diluted                                          0.46         0.24          0.40            0.50          1.59
Dividends Paid per Share                                         0.04                          0.04          0.08
Stock Price:
    High                                          18.875       26.250        27.000          29.490           N/A
    Low                                           15.438       16.625        19.000          20.660           N/A
====================================================================================================================
<CAPTION>

                                                                  Fiscal 2000 - Quarters Ended
--------------------------------------------------------------------------------------------------------------------
                                               Aug. 29       Nov. 28        Feb. 27        May 28        Total
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>            <C>          <C>           <C>
Sales                                         $ 929,391     $ 848,231      $917,505    $  1,006,129  $ 3,701,256
Gross Profit                                    203,381       169,282       203,353         224,543      800,559
Earnings before Interest and Taxes               77,803        43,230        79,361          95,901      296,295
Earnings before Taxes                            73,227        37,965        72,715          90,000      273,907
Net Earnings                                     47,313        24,454        46,892          58,046      176,705
Net Earnings per Share:
   Basic                                           0.36          0.19          0.37            0.47         1.38
   Diluted                                         0.35          0.18          0.36            0.46         1.34
Dividends Paid per Share                                         0.04                           0.04         0.08
Stock Price:
    High                                         23.063        20.625        19.000          19.438          N/A
    Low                                          17.625        15.625        13.500          12.438          N/A
====================================================================================================================
</TABLE>

<PAGE>
DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 40

Five Year Financial Summary
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>


                                                                        Fiscal Year Ended
--------------------------------------------------------------------------------------------------------------------

Operating Results                        May 27, 2001   May 28, 2000   May 30, 1999   May 31, 1998   May 25, 1997
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>            <C>

Sales                                    $ 4,021,157     $3,701,256      $3,458,107    $ 3,287,017    $ 3,171,810
--------------------------------------------------------------------------------------------------------------------
Costs and Expenses:
   Cost of Sales:
   Food and beverage                       1,302,926      1,199,709       1,133,705      1,083,629      1,077,316
   Restaurant labor                        1,261,837      1,181,156       1,117,401      1,062,490      1,017,315
   Restaurant expenses                       569,963        519,832         493,811        482,311        481,348
--------------------------------------------------------------------------------------------------------------------
Total Cost of Sales                      $ 3,134,726     $2,900,697      $2,744,917    $ 2,628,430    $ 2,575,979
--------------------------------------------------------------------------------------------------------------------
Restaurant Operating Profit                  886,431        800,559         713,190        658,587        595,831
--------------------------------------------------------------------------------------------------------------------
Selling, general and administrative          407,685        379,731         360,909        358,542        361,263
Depreciation and amortization                146,864        130,464         125,327        126,289        136,876
Interest, net                                 30,664         22,388          19,540         20,084         22,291
Restructuring and asset impairment
   expense or (credit), net                                  (5,931)         (8,461)                      229,887

--------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses                 $ 3,719,939     $3,427,349      $3,242,232    $ 3,133,345    $ 3,326,296
--------------------------------------------------------------------------------------------------------------------
Earnings (loss) before Income Taxes          301,218        273,907         215,875        153,672       (154,486)
Income Taxes                                 104,218         97,202          75,337         51,958        (63,457)
--------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss)                      $   197,000     $  176,705      $  140,538    $   101,714    $   (91,029)
--------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) per Share:
   Basic                                 $      1.64     $     1.38      $     1.02    $      0.69    $     (0.59)
   Diluted                               $      1.59     $     1.34      $     0.99    $      0.67    $     (0.59)
--------------------------------------------------------------------------------------------------------------------
Average Number of Common Shares
   Outstanding, Net of Shares Held in
   Treasury (in 000's):
     Basic                                   119,800        128,500         137,300        148,300        155,600
     Diluted                                 123,800        131,900         141,400        151,400        155,600
====================================================================================================================
Excluding Restructuring and Asset
   Impairment Expense or (Credit), Net
Earnings                                 $   197,000     $  173,082      $  135,313    $   101,714    $    54,330
Earnings per Share:
   Basic                                 $      1.64     $     1.35      $     0.99    $      0.69    $      0.35
   Diluted                               $      1.59     $     1.3       $     0.96    $      0.67    $      0.35

====================================================================================================================
Financial Position
Total Assets                             $ 2,218,458     $1,971,423      $1,890,247    $ 1,984,742    $ 1,963,722
Land, Buildings and Equipment              1,779,515      1,578,541       1,461,535      1,490,348      1,533,272
Working Capital (Deficit)                   (226,116)      (316,427)       (194,478)      (161,123)      (143,211)
Long-term Debt                               520,574        306,586         316,451        310,608        313,192
Stockholders' Equity                       1,035,242        960,470         964,036      1,019,845      1,081,213
Stockholders' Equity per Shar                   8.82           7.86            7.30           7.23           7.07
====================================================================================================================
Other Statistics
Cash Flow from Operations                $   420,570     $  342,626      $  357,942    $   239,933    $   190,074
Capital Expenditures                         355,139        268,946         123,673        112,168        159,688
Dividends Paid                                 9,458         10,134          10,857         11,681         12,385
Dividends Paid per Share                        0.08           0.08            0.08           0.08           0.08
Advertising Expense                      $   196,314     $  182,220      $  180,563    $   186,261    $   204,321
Number of Employees                          128,900        122,300         116,700        114,800        114,600
Number of Restaurants                          1,168          1,139           1,139          1,151          1,182
Stock Price:
   High                                  $    29.490     $   23.063      $   23.375    $    18.125    $    12.125
   Low                                        15.438         12.438          14.188          8.125          6.750
   Close                                      28.900         18.875          21.313         15.438          8.250
====================================================================================================================
</TABLE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>exh21.txt
<DESCRIPTION>10-K FY01
<TEXT>
                                                                EXHIBIT 21

                    SUBSIDIARIES OF DARDEN RESTAURANTS, INC.

As of May 27, 2001, the Registrant had one "significant subsidiary", as defined
in Regulation S-X, Rule 1-02(w), identified as follows:

      GMRI, Inc., a Florida corporation, doing business as Red Lobster,
         Olive Garden, Bahama Breeze and Smokey Bones.

         In addition to GMRI, Inc., the Registrant, directly or indirectly, had
the following other operating subsidiaries as of May 27, 2001, none of which,
individually, constitutes a "significant subsidiary" under Regulation S-X, Rule
1-02(w):

      GMR Restaurants of Pennsylvania, Inc., a Pennsylvania corporation, doing
           business as Red Lobster and Olive Garden;
      GMRI Canada, Inc., a Florida corporation, doing business as Red Lobster,
           Red Lobster Canada, Olive Garden, and Olive Garden Canada;
      GMRI Texas L.P., a Texas limited partnership, doing business as Red
           Lobster, Olive Garden and Bahama Breeze; and
      GMRI Realty, Inc., a Maryland corporation.

The Registrant, directly or indirectly, had other subsidiaries as of May 27,
2001. If considered in the aggregate as a single subsidiary as of May 27, 2001,
those other subsidiaries would not constitute a "significant subsidiary" as
defined in Regulation S-X, Rule 1-02(w).













</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>exh23.txt
<DESCRIPTION>EXH23 KPMG
<TEXT>

                                                                      EXHIBIT 23
KPMG
111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL  32802


                        INDEPENDENT ACCOUNTANTS' CONSENT


The Board of Directors
Darden Restaurants, Inc.:

     We consent to incorporation by reference in the Registration  Statements on
Form  S-3  (Nos.  33-93854  and  333-41350)  and on Form  S-8  (Nos.  333-57410,
333-91579 and  333-69037) of Darden  Restaurants,  Inc. of our report dated June
15, 2001,  relating to the  consolidated  balance sheets of Darden  Restaurants,
Inc.  and  subsidiaries  as of May 27,  2001 and May 28,  2000,  and the related
consolidated  statements of earnings,  changes in stockholders' equity, and cash
flows for each of the fiscal years in the three-year  period ended May 27, 2001,
which report is  incorporated by reference to page 22 of the  Registrant's  2001
Annual Report to Stockholders  filed as an exhibit to this Annual Report on Form
10-K of Darden Restaurants, Inc.

                                        /s/KPMG LLP

Orlando, Florida
August 15, 2001






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>8
<FILENAME>exh24poa.txt
<DESCRIPTION>EXHIBIT 24 - POWERS
<TEXT>

                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.

                                                     /s/ Daniel B. Burke
                                                     ---------------------------
                                                     Daniel B. Burke

Date: June 18, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.


                                                     /s/ Odie C. Donald
                                                     ---------------------------
                                                     Odie C. Donald

Date: June 18, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.

                                                     /s/ Julius Erving, II
                                                     ---------------------------
                                                     Julius Erving, II

Date: June 20, 2001


<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.

                                                 /s/ Cornelius McGillicuddy, III
                                                 -------------------------------
                                                 Cornelius McGillicuddy, III

Date: June 19, 2001




<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.


                                                     /s/ Michael D. Rose
                                                     ---------------------------
                                                     Michael D. Rose

Date: June 20, 2001


<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.

                                                     /s/ Hector de J. Ruiz
                                                     ---------------------------
                                                     Hector de J. Ruiz

Date: June 20, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.

                                                     /s/ Maria A. Sastre
                                                     ---------------------------
                                                     Maria A. Sastre

Date: June 20, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.

                                                    /s/ Jack A. Smith
                                                    ----------------------------
                                                    Jack A. Smith

Date: June 20, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.


                                                /s/ Rita P. Wilson
                                                --------------------------------
                                                Rita P. Wilson

Date: June 20, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.

                                                 /s/ Bradley D. Blum
                                                 -------------------------------
                                                 Bradley D. Blum

Date: June 27, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.


                                                    /s/ Richard E. Rivera
                                                    ----------------------------
                                                    Richard E. Rivera

Date: June 22, 2001



<PAGE>


                                POWER OF ATTORNEY

          KNOW  ALL BY THESE  PRESENTS,  that the  undersigned  constitutes  and
     appoints Paula J. Shives,  Joe R. Lee and Clarence  Otis,  Jr., and each of
     them, his or her true and lawful  attorneys-in-fact  and agents,  with full
     power of substitution and resubstitution, for and in his or her name, place
     and stead,  in any and all  capacities,  to sign the Annual  Report on Form
     10-K for the fiscal  year ended May 27,  2001,  and any and all  amendments
     thereto  and to file  the  same,  with  all  exhibits  thereto,  and  other
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting unto said  attorneys-in-fact  and agents, and each of
     them,  full power and  authority  to do and perform  each and every act and
     thing  requisite  and  necessary to be done in and about the  premises,  as
     fully to all  intents  and  purposes  as might or could be done in  person,
     hereby ratifying and confirming all that said  attorneys-in-fact and agents
     or any of them, or their substitute or substitutes may lawfully do or cause
     to be done by virtue hereof.



                                                     /s/ Blaine Sweatt, III
                                                     ---------------------------
                                                     Blaine Sweatt, III

Date: June 22, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>exh99.txt
<DESCRIPTION>EXH99, CAUTIONARY STMTS, 10-K FY01
<TEXT>



                                                                      EXHIBIT 99

CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From  time  to time Darden Restaurants, Inc. (the "Company") and its
representatives  may make written or oral forward-looking statements about the
Company's future performance, plans and objectives, long-term goals, forecasts
of market trends and other  matters.  These statements may be contained in the
Company's filings with the Securities and Exchange Commission, in the Company's
press releases, in other written communications, and in oral statements made by
or with the approval of an authorized  officer of the Company.  Words or phrases
such as  "believe,"  "plan," "will likely  result",  "expect", "intend," "will
continue", "is anticipated", "estimate", "project" and similar expressions are
intended to identify forward-looking statements. These statements, and any other
statements that are not historical facts, are forward-looking  statements within
the meaning of the Private Securities Litigation Reform Act of 1995, as codified
in Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended from time to time (the "Act"). In the Company's
Form 10-K for the year  ended May 27,  2001,  these  forward-looking  statements
include,  but are not limited to,  projections  regarding:  casual  dining sales
growth; the ability of the casual dining segment to weather economic  downturns;
demographic  trends;  the  Company's  expansion  plans and business  development
activities;  and the  Company's  long-term  goals of  increasing  market  share,
expanding margins on incremental sales, and growing earnings.

In  connection  with the "safe  harbor"  provisions  of the Act,  the Company is
filing the following cautionary statements to identify important factors,  risks
and  uncertainties  that  could  cause the  Company's  actual  results to differ
materially  from those  projected in  forward-looking  statements made by, or on
behalf  of,  the  Company.  These  cautionary  statements  are to be  used  as a
reference in connection with any forward-looking  statements. The factors, risks
and uncertainties  identified in these cautionary  statements are in addition to
those contained in any other cautionary  statements,  written or oral, which may
be made or otherwise  addressed in connection with a forward-looking  statement.
Because of these factors, risks and uncertainties,  the Company cautions against
placing  undue  reliance on  forward-looking  statements.  Although  the Company
believes that the  assumptions  underlying  its  forward-looking  statements are
reasonable,  any of the  assumptions  could be  incorrect,  and  there can be no
assurance  that  the  forward-looking  statements  will  prove  to be  accurate.
Forward-looking statements speak only as of the date on which they are made. The
Company   does  not   undertake   any   obligation   to  modify  or  revise  any
forward-looking  statement to take into account or otherwise reflect  subsequent
events,  or  circumstances  arising  after  the date  that  the  forward-looking
statement was made.

The following factors, risks and uncertainties,  have affected, and may continue
to affect, the operating results of the Company and the environment within which
the Company  conducts its business.  If the Company's  projections and estimates
regarding  these key factors differ  materially from what actually  occurs,  the
Company's actual results could vary significantly from the performance projected
in its forward-looking statements.

Competition.  The Casual Dining sector of the  restaurant  industry is intensely
competitive in pricing,  service,  location,  personnel, and type and quality of
food.  The Company  competes  with  national,  regional and local  organizations
primarily  through the quality,  variety and value perception of its menu items.
The number and  location  of  restaurants,  quality and  efficiency  of service,
attractiveness  of facilities and  effectiveness  of  advertising  and marketing
programs  are also  important  factors.  The Company  anticipates  that  intense
competition will continue in all of these areas.

Economic,  Market  and  Other  Conditions.  The  Casual  Dining  sector  of  the
restaurant  industry  is  affected by changes in  national,  regional  and local
economic  conditions;  the  seasonality  of  the  Company's  business;  consumer
preferences,  including  changes in  consumer  tastes and the level of  consumer
acceptance of the Company's  restaurant  concepts;  consumer spending  patterns;
demographic trends;  consumer perceptions of food safety; employee availability;
weather;  traffic  patterns;  and the type,  number and  location  of  competing
restaurants.  Factors such as inflation,  food costs,  labor and benefit  costs,
legal claims,  and the  availability  of management  and hourly  employees  also
affect restaurant  operations and  administrative  expenses.  The ability of the
Company to undertake new restaurant  development,  as well as  improvements  and
additions to existing restaurants, is affected by economic conditions, including
interest rates, and government  policies  impacting land and construction  costs
and the cost and availability of borrowed funds.

Changes  in  Food  and  Other  Costs.  The   profitability  of  the  Company  is
significantly  dependent  on its ability to  anticipate  and react to changes in
food,  labor,  advertising and media,  employee  benefits and similar costs over
which the Company has little control. The price and availability of commodities,
including but not limited to items such as shrimp,  lobster and dairy  products,
are subject to fluctuation  and could increase or decrease more than the Company
expects.  The Company is subject to the general risk of inflation,  and possible
shortages  or  interruptions  in  supply  caused  by  adverse  weather  or other
conditions  which could adversely  affect the availability and cost of these and
other items it purchases.  While in the past, management has generally been able
to anticipate and react to changing  costs without a material  adverse effect on
profitability,  there can be no  assurance  that it will be able to do so in the
future.

Importance of Locations.  The success of the Company's  restaurants is dependent
in  substantial  part  on  location.  There  can be no  assurance  that  current
locations  will  continue to be  attractive,  as  demographic  patterns  change.
Possible declines in neighborhoods  where  restaurants are located,  or economic
conditions  surrounding  those  neighborhoods,  could result in reduced sales in
those locations.

Government  Regulation.  The  Company is subject to various  federal,  state and
local laws affecting its business.  The development and operation of restaurants
depend to a  significant  extent on the selection  and  acquisition  of suitable
sites, which are subject to zoning, land use,  environmental,  traffic and other
regulations.  Restaurant operations are also subject to licensing and regulation
by state and local departments relating to health,  liquor licenses,  sanitation
and safety standards, federal and state labor laws (including applicable minimum
wage  requirements,  overtime,  working and safety  conditions,  and citizenship
requirements),  federal and state laws which prohibit  discrimination  and other
laws  regulating the design and operation of  facilities,  such as the Americans
With  Disabilities  Act of 1990.  The Company  cannot  predict the effect on its
operations of these laws and  regulations or the future  enactment of additional
legislation regulating these and other areas.

Growth Plans. There can be no assurance that the Company will be able to achieve
its  growth  objectives  or that new  restaurants  opened  or  acquired  will be
profitable.  The opening and success of restaurants  depends on various factors,
including  the  identification  and  availability  of suitable and  economically
viable  locations;  sales levels at existing  restaurants;  the  negotiation  of
acceptable  lease or purchase  terms for new  locations;  obtaining all required
governmental  permits,  including  zoning  approvals and liquor  licenses,  on a
timely  basis;  other  regulatory  compliance;  the  availability  of  necessary
contracts and subcontractors and the ability to meet construction schedules; the
ability of the Company to manage union activities such as picketing, which could
delay  construction;  the  availability of capital at affordable cost to finance
growth;  changes  in the  weather  or other  acts of God that  could  result  in
construction  delays and adversely affect the results of one or more restaurants
for an  indeterminate  amount of time;  the  ability of the  Company to hire and
train  qualified  management  personnel;   and  general  economic  and  business
conditions.





</TEXT>
</DOCUMENT>
</SUBMISSION>
