<SUBMISSION>
<ACCESSION-NUMBER>0000940944-02-000015
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20011125
<FILING-DATE>20020107
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DARDEN RESTAURANTS INC
<CIK>0000940944
<ASSIGNED-SIC>5812
<IRS-NUMBER>593305930
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0526
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-13666
<FILM-NUMBER>2503342
</FILING-VALUES>
<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>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GENERAL MILLS RESTAURANTS INC
<DATE-CHANGED>19950313
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q_fy022ndqtr.txt
<DESCRIPTION>FY02, SECOND QUARTER 10-Q
<TEXT>


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


--------------------------------------------------------------------------------

                                    FORM 10-Q

--------------------------------------------------------------------------------


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                For the quarterly period ended November 25, 2001

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

     For the transition period from ................ to ..................


--------------------------------------------------------------------------------
                                     1-13666
                             Commission File Number

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

           Florida                                      59-3305930
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

--------------------------------------------------------------------------------

     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.  [X] Yes  [ ] No

--------------------------------------------------------------------------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Number of shares of Common Stock, no par value,  outstanding as of December
28,  2001:  117,063,516  (excluding  54,281,328  shares  held  in the  Company's
treasury).

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>



                              DARDEN RESTAURANTS, INC.


                                TABLE OF CONTENTS


                                                                      Page

Part I - Financial Information

         Item 1.  Financial Statements

                  Consolidated Statements of Earnings                   3

                  Consolidated Balance Sheets                           5

                  Consolidated Statements of Changes in
                  Stockholders' Equity                                  6

                  Consolidated Statements of Cash Flows                 7

                  Notes to Consolidated Financial Statements            9

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                  12

         Item 3.   Quantitative and Qualitative Disclosures About
                   Market Risk                                         16

Part II -         Other Information

         Item 1.  Legal Proceedings                                    17

         Item 4.  Submission of Matters to a Vote of Security Holders  17

         Item 5.  Other Information                                    18

         Item 6.  Exhibits and Reports on Form 8-K                     18

Signatures                                                             19

Index to Exhibits                                                      20

                                       2

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.   Financial Statements

                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In Thousands, Except per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                              Thirteen Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                  November 25, 2001          November 26, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                        <C>

Sales.......................................................          $1,013,504                $  931,958
Costs and Expenses:
   Cost of sales:
     Food and beverage......................................             321,302                   298,361
     Restaurant labor.......................................             328,361                   302,908
     Restaurant expenses....................................             153,658                   135,857
                                                                      ----------                ----------
       Total Cost of Sales..................................          $  803,321                $  737,126
   Selling, general and administrative......................             106,154                   105,955
   Depreciation and amortization............................              41,061                    35,789
   Interest, net............................................               8,982                     7,777
    Restructuring credit....................................              (2,269)                       --
                                                                      ----------                ----------
         Total Costs and Expenses...........................          $  957,249                $  886,647
                                                                      ----------                ----------

Earnings before Income Taxes................................              56,255                    45,311
Income Taxes................................................             (19,792)                  (15,770)
                                                                      ----------                ----------

Net Earnings................................................          $   36,463                $    29,541
                                                                      ==========                ===========

Net Earnings per Share:
   Basic ...................................................          $     0.31                $      0.25
                                                                      ==========                ===========
   Diluted..................................................          $     0.30                $      0.24
                                                                      ==========                ===========

Average Number of Common Shares Outstanding:
   Basic ...................................................             116,800                   119,800
                                                                      ==========                ===========
   Diluted..................................................             122,000                   123,700
                                                                      ==========                ===========
</TABLE>

--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In Thousands, Except per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                             Twenty-Six Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                  November 25, 2001          November 26, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                        <C>

Sales.......................................................          $ 2,094,994               $ 1,950,163
Costs and Expenses:
   Cost of sales:
     Food and beverage......................................              664,894                   629,398
     Restaurant labor.......................................              661,807                   621,539
     Restaurant expenses....................................              307,808                   275,301
                                                                      -----------               -----------
       Total Cost of Sales..................................          $ 1,634,509               $ 1,526,238
   Selling, general and administrative......................              213,095                   205,300
   Depreciation and amortization............................               80,571                    71,425
   Interest, net............................................               17,256                    14,051
    Restructuring credit....................................               (2,269)                       --
                                                                      -----------               -----------
         Total Costs and Expenses...........................          $ 1,943,162               $ 1,817,014
                                                                      -----------               -----------

Earnings before Income Taxes................................              151,832                   133,149
Income Taxes................................................              (53,213)                  (46,687)
                                                                      -----------               ------------

Net Earnings................................................          $    98,619               $    86,462
                                                                      ===========               ============

Net Earnings per Share:
    Basic...................................................          $      0.84               $      0.72
                                                                      ===========               ===========
   Diluted..................................................          $      0.81               $      0.70
                                                                      ===========               ===========

Average Number of Common Shares Outstanding:
   Basic....................................................              117,100                   120,700
                                                                      ===========               ===========
   Diluted..................................................              122,200                   124,100
                                                                      ===========               ===========
</TABLE>

--------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       4

<PAGE>


                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                  November 25, 2001            May 27, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                          <C>

                            ASSETS
Current Assets:
   Cash and cash equivalents................................         $     19,999              $     61,814
   Receivables..............................................               24,579                    32,870
   Inventories..............................................              226,796                   148,429
   Net assets held for disposal.............................               10,489                    10,087
   Prepaid expenses and other current assets................               16,355                    26,942
   Deferred income taxes....................................               48,502                    48,000
                                                                     ------------              ------------
     Total Current Assets...................................         $    346,720              $    328,142
Land, Buildings and Equipment...............................            1,824,715                 1,779,515
Other Assets................................................              150,193                   108,877
                                                                     ------------              ------------

       Total Assets.........................................         $  2,321,628                $2,216,534
                                                                     ============              ============

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable.........................................         $    132,384              $    156,859
   Short-term debt..........................................              107,000                    12,000
   Current portion of long-term debt........................                2,640                     2,647
   Accrued payroll..........................................               67,776                    82,588
   Accrued income taxes.....................................               37,901                    47,698
   Other accrued taxes......................................               26,461                    27,429
   Other current liabilities................................              217,829                   225,037
                                                                     ------------              ------------
     Total Current Liabilities..............................         $    591,991              $    554,258
Long-term Debt..............................................              514,278                   517,927
Deferred Income Taxes.......................................               93,738                    90,782
Other Liabilities...........................................               19,849                    20,249
                                                                     ------------              ------------
        Total Liabilities...................................         $  1,219,856              $  1,183,216
                                                                     ------------              ------------

Stockholders' Equity:
   Common stock and surplus.................................         $  1,440,381              $  1,405,799
   Retained earnings........................................              626,103                   532,121
   Treasury stock...........................................             (899,989)                 (840,254)
   Accumulated other comprehensive income...................              (13,931)                  (13,102)
   Unearned compensation....................................              (48,833)                  (49,322)
   Officer notes receivable.................................               (1,959)                   (1,924)
                                                                     ------------              ------------
        Total Stockholders' Equity..........................         $  1,101,772              $  1,033,318
                                                                     ------------              ------------

              Total Liabilities and Stockholders' Equity....         $  2,321,628              $  2,216,534
                                                                     ============              ============

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

See accompanying notes to consolidated financial statements.

                                       5

<PAGE>


                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY For the Twenty-Six Weeks
                  Ended November 25, 2001 and November 26, 2000
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                                   Common                            Accumulated
                                    Stock                               Other                       Officer       Total
                                     and     Retained    Treasury   Comprehensive     Unearned       Notes    Stockholders'
                                   Surplus   Earnings     Stock        Income       Compensation   Receivable     Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>        <C>         <C>             <C>            <C>        <C>

Balance at May 27, 2001..........$1,405,799  $532,121   $(840,254)    $(13,102)      $(49,322)      $(1,924)   $1,033,318
Comprehensive income:
   Net earnings..................        --    98,619          --           --             --            --        98,619
   Other comprehensive income:
       Foreign currency adjustment       --        --          --         (701)            --            --          (701)
       Change in fair value
       of derivatives............        --        --          --         (128)            --            --          (128)
                                                                                                               -----------
       Total comprehensive income        --        --          --           --             --            --        97,790
Cash dividends declared..........        --    (4,637)         --           --             --            --        (4,637)
Stock option exercises (322 shares)  18,108        --         619           --             --            --        18,727
Issuance of restricted stock
   (209 shares),  net of forefeiture  4,648        --         658           --         (5,318)           --           (12)
   adjustments...................
Earned compensation..............        --        --          --           --          2,047            --         2,047
ESOP note receivable repayments..        --        --          --           --          3,760            --         3,760
Income tax benefit credited to
   equity                            10,677        --          --           --             --            --        10,677
Purchases of common stock for
   treasury (2,226 shares).......        --        --     (61,866)          --             --            --       (61,866)
Issuance of treasury stock under
   Employee Stock Purchase and
   other plans (85 shares).......     1,149        --         854           --             --            --         2,003
Issuance of officer notes (net)..        --        --          --           --             --           (35)          (35)
-----------------------------------------------------------------------------------------------------------------------------
Balance at November 25, 2001     $1,440,381   $626,103  $(899,989)    $(13,931)      $(48,833)      $(1,959)   $1,101,772
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
                                   Common                            Accumulated
                                    Stock                               Other                       Officer       Total
                                     and     Retained    Treasury   Comprehensive     Unearned       Notes    Stockholders'
                                   Surplus   Earnings     Stock        Income       Compensation   Receivable     Equity
-----------------------------------------------------------------------------------------------------------------------------

Balance at May 28, 2000..........$1,351,707   $344,579  $(666,837)    $(12,457)      $(56,522)      $(1,868)    $ 958,602
Comprehensive income:
   Net earnings..................        --     86,462         --           --             --            --        86,462
   Other comprehensive income,
    foreign currency adjustment..        --         --         --         (679)            --            --          (679)
                                                                                                               -----------
       Total comprehensive income        --         --         --           --             --            --        85,783
Cash dividends declared..........        --     (4,766)        --           --             --            --        (4,766)
Stock option exercises
   (1,960 shares)................    19,985         --         --           --             --            --        19,985
Issuance of restricted stock
   (358 shares), net of
    forfeiture adjustments.......     3,941         --       1,035          --         (5,040)           --           (64)
Earned compensation..............        --         --          --          --          2,035            --         2,035
ESOP note receivable repayments..        --         --          --          --          5,950            --         5,950
Income tax benefit credited to
   equity........................     8,625         --          --          --             --            --         8,625
Purchases of common stock for
   treasury (4,483 shares).......        --         --     (83,223)         --             --            --       (83,223)
Issuance of treasury stock under
   Employee Stock Purchase Plan
   (122 shares)..................       689         --       1,156          --             --            --         1,845
Issuance of officer notes (net)..        --         --          --          --             --           (94)          (94)
-----------------------------------------------------------------------------------------------------------------------------
Balance at November 26, 2000     $1,384,947   $426,275   $(747,869)   $(13,136)      $(53,577)      $(1,962)     $994,678
-----------------------------------------------------------------------------------------------------------------------------


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

See accompanying notes to consolidated financial statements.

                                       6

<PAGE>


                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              Thirteen Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                     November 25, 2001        November 26, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                      <C>

Cash Flows--Operating Activities
   Net earnings..............................................           $     36,463             $    29,541
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization...........................                 41,061                  35,789
     Amortization of unearned compensation and loan costs....                  1,743                   1,773
     Change in current assets and liabilities................               (122,451)                (96,310)
     Change in other liabilities ............................                   (129)                     39
     (Gain) loss on disposal of land, buildings and equipment                  1,428                    (520)
     Change in cash surrender value of trust owned life
          Insurance..........................................                    830                      --
     Deferred income taxes...................................                  1,341                     100
       Income tax benefit credited to equity.................                  3,446                   6,509
       Non-cash restructuring credit.........................                 (2,269)                     --
     Other, net..............................................                   (332)                     51
                                                                        ------------             -----------
       Net Cash Used by Operating Activities.................           $    (38,869)            $   (23,028)
                                                                        ------------             ------------

Cash Flows--Investing Activities
   Purchases of land, buildings and equipment................                (72,496)                (75,970)
   Increase in other assets..................................                 (6,604)                   (247)
   Proceeds from disposal of land, buildings and
     equipment (including net assets held for disposal)......                  2,140                   4,237
                                                                        ------------             -----------
       Net Cash Used by Investing Activities.................           $    (76,960)            $   (71,980)
                                                                        -------------            -----------

Cash Flows--Financing Activities
   Proceeds from issuance of common stock....................                  8,355                  15,712
   Dividends paid............................................                 (4,637)                 (4,766)
   Purchases of treasury stock...............................                (10,670)                (25,801)
   ESOP note receivable repayment............................                  1,735                   3,000
   Increase (decrease) in short-term debt....................                107,000                 (63,000)
   Proceeds from issuance of long-term debt..................                     --                 149,539
   Repayment of long-term debt...............................                 (1,735)                 (3,000)
   Payment of loan costs.....................................                     --                  (1,304)
                                                                        ------------             -----------
       Net Cash Provided by Financing Activities.............           $    100,048             $    70,380
                                                                        ------------             -----------

Decrease in Cash and Cash Equivalents........................                (15,781)                (24,628)
Cash and Cash Equivalents - Beginning of Period..............                 35,780                  32,381
                                                                        ------------             -----------

Cash and Cash Equivalents - End of Period....................           $     19,999             $     7,753
                                                                        ============             ===========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables...............................................                   (504)                 (7,806)
   Inventories...............................................                (55,124)                (34,407)
   Prepaid expenses and other current assets.................                  1,776                     156
   Accounts payable..........................................                (38,642)                (20,692)
   Accrued payroll...........................................                  3,258                   1,267
   Accrued income taxes......................................                (33,218)                (44,868)
   Other accrued taxes.......................................                 (3,591)                 (1,990)
   Other current liabilities.................................                  3,594                  12,030
                                                                        ------------             -----------
       Change in Current Assets and Liabilities..............           $   (122,451)            $   (96,310)
                                                                        =============            ============


--------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>

                                       7
<PAGE>


                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             Twenty-Six Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                       November 25, 2001       November 26, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                     <C>


Cash Flows--Operating Activities
   Net earnings..............................................             $    98,619              $    86,462
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization...........................                  80,571                   71,425
     Amortization of unearned compensation and loan costs....                   3,637                    3,404
     Change in current assets and liabilities................                (112,547)                 (91,061)
     Change in other liabilities ............................                    (400)                     (42)
     Loss on disposal of land, buildings and equipment.......                   2,661                       19
       Change in cash surrender value of trust owned life
          Insurance..........................................                     830                       --
     Deferred income taxes...................................                   2,454                   (1,157)
       Income tax benefit credited to equity.................                  10,677                    8,625
       Non-cash restructuring credit.........................                  (2,269)                      --
     Other, net..............................................                    (139)                     (36)
                                                                          -----------              -----------
       Net Cash Provided by Operating Activities.............             $    84,094              $    77,639
                                                                          -----------              -----------

Cash Flows--Investing Activities
   Purchases of land, buildings and equipment................                (132,682)                (158,192)
   Increase in other assets..................................                 (13,195)                  (2,679)
   Purchase of trust owned life insurance....................                 (31,500)                      --
   Proceeds from disposal of land, buildings and
    equipment (including net assets held for disposal).......                   2,509                    8,813
                                                                          -----------              -----------
       Net Cash Used by Investing Activities.................             $  (174,868)             $  (152,058)
                                                                          -----------              -----------

Cash Flows--Financing Activities
   Proceeds from issuance of common stock....................                  20,523                   21,677
   Dividends paid............................................                  (4,637)                  (4,766)
   Purchases of treasury stock...............................                 (61,866)                 (83,223)
   ESOP note receivable repayment............................                   3,760                    5,950
   Increase (decrease) in short-term debt....................                  95,000                  (25,700)
   Proceeds from issuance of long-term debt..................                      --                  149,539
   Repayment of long-term debt...............................                  (3,767)                  (5,956)
   Payment of loan costs.....................................                     (54)                  (1,451)
                                                                          -----------              -----------
       Net Cash Provided by Financing Activities.............             $    48,959              $    56,070
                                                                          -----------              -----------

Decrease in Cash and Cash Equivalents........................                 (41,815)                 (18,349)
Cash and Cash Equivalents - Beginning of Period..............                  61,814                   26,102
                                                                          -----------              -----------

Cash and Cash Equivalents - End of Period....................             $    19,999              $     7,753
                                                                          ===========              ===========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables...............................................                   8,291                   (7,252)
   Inventories...............................................                 (78,367)                 (68,286)
   Prepaid expenses and other current assets.................                   2,235                      338
   Accounts payable..........................................                 (24,475)                   3,722
   Accrued payroll...........................................                 (14,812)                 (11,131)
   Accrued income taxes......................................                  (9,797)                 (14,942)
   Other accrued taxes.......................................                    (968)                     765
   Other current liabilities.................................                   5,346                    5,725
                                                                          -----------              -----------
       Change in Current Assets and Liabilities..............             $  (112,547)             $   (91,061)
                                                                          ============             ============
</TABLE>

--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                                       8
<PAGE>


                            DARDEN RESTAURANTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
              (Dollar Amounts in Thousands, Except per Share Data)

Note 1.    Background

     Darden  Restaurants,  Inc. (the  "Company") owns and operates casual dining
restaurants  under  the trade  names Red  Lobster(R),  Olive  Garden(R),  Bahama
Breeze(R)  and Smokey  Bones(R)  BBQ Sports Bar.  These  consolidated  financial
statements  have  been  prepared  by  the  Company  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission (the "SEC").  They do not
include  certain  information  and  footnotes  required  by  generally  accepted
accounting principles for complete financial statements. However, in the opinion
of management, all adjustments considered necessary for a fair presentation have
been included and are of a normal recurring  nature.  Operating  results for the
thirteen  and  twenty-six  weeks ended  November  25,  2001 are not  necessarily
indicative  of the results  that may be expected  for the fiscal year ending May
26, 2002.

     These  statements  should  be read in  conjunction  with  the  consolidated
financial  statements  and footnotes  included in our annual report on Form 10-K
for the year ended May 27, 2001 ("Form 10-K").  The accounting  policies used in
preparing  these  consolidated  financial  statements  are  the  same  as  those
described in our Form 10-K.  Certain  reclassifications  have been made to prior
period amounts to conform with current period presentation.

Note 2.    Consolidated Statements of Cash Flows

     During the  thirteen and  twenty-six  weeks ended  November  25, 2001,  the
Company  paid  $7,642 and $15,138  respectively,  for  interest  (net of amounts
capitalized) and $48,433 and $50,053 respectively,  for income taxes. During the
thirteen and twenty-six  weeks ended November 26, 2000, the Company paid $43 and
$9,700, respectively,  for interest (net of amounts capitalized) and $54,330 and
$55,181, respectively, for income taxes.

Note 3.    Net Earnings Per Share

     Outstanding stock options issued by the Company represent the only dilutive
effect reflected in diluted weighted average shares outstanding.  Options do not
impact the numerator of the diluted earnings per share computation.

     Options  to  purchase  34,468  and  2,503,099  shares of common  stock were
excluded  from the  calculation  of diluted  earnings per share for the thirteen
weeks ended November 25, 2001 and November 26, 2000, respectively, because their
exercise  prices  exceeded  the average  market  price of common  shares for the
period.  Options to purchase  73,919 and  3,475,132  shares of common stock were
excluded from the  calculation of diluted  earnings per share for the twenty-six
weeks ended November 25, 2001 and November 26, 2000, respectively,  for the same
reason.

Note 4.     Derivatives

     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 is
recognized in earnings.  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 amended the accounting and reporting
standards of SFAS 133 for certain derivative instruments and hedging activities,
was required to be adopted  concurrently with SFAS 133. The Company adopted SFAS
133 and SFAS 138 in the  thirteen  weeks ended  August 26,  2001.  There were no
transition  adjustments  that were  required to be recognized as a result of the
adoption of these new standards, and therefore,  adoption of these standards did
not materially impact the Company's consolidated financial position,  results of
operations or cash flows.

                                       9
<PAGE>


     During the  thirteen and  twenty-six  weeks ended  November  25, 2001,  the
Company  entered  into  futures  contracts to reduce the risk of natural gas and
coffee price  fluctuations.  To the extent these  derivatives  are  effective in
offsetting the variability of the hedged cash flows, changes in the derivatives'
fair  value are not  included  in current  earnings  but are  reported  as other
comprehensive income, a component of stockholders' equity. These changes in fair
value will be included in  earnings of future  periods  when the natural gas and
coffee are  purchased and used by the Company in its  operations.  Net losses of
$35 were recognized in earnings  during the thirteen and twenty-six  weeks ended
November  25,  2001.  It is  expected  that $128 of net losses  related to these
contracts,  recognized in accumulated other comprehensive income as November 25,
2001, will be reclassified  into food and beverage costs or restaurant  expenses
during the next 12 months.  To the extent these  derivatives  are not effective,
changes in their fair value are immediately recognized in current earnings.

     As of November 25, 2001,  the maximum length of time over which the Company
is hedging its exposure to the variability in future natural gas and coffee cash
flows is six  months  and ten  months,  respectively.  No gains or  losses  were
reclassified into earnings as a result of the  discontinuance of natural gas and
coffee cash flow hedges  because it was probable  that the  original  forecasted
transactions would not occur.

Note 5.     Trust Owned Life Insurance

     In  August  2001,  the  Company  caused a  trust,  that it  previously  had
established,  to purchase  life  insurance  policies  covering  certain  Company
officers and other key employees  ("trust owned life insurance" or "TOLI").  The
trust is the owner and sole beneficiary of the TOLI policies.  The policies were
purchased to offset some of the costs of the participant  earnings  component of
the Company's existing nonqualified deferred compensation plan.

     The cash surrender value of the policies, which is included in other assets
in the accompanying consolidated balance sheets, amounted to $30,670 at November
25, 2001.  Changes in cash surrender value are included in selling,  general and
administrative expense in the accompanying consolidated statements of earnings.

Note 6.     Restructuring Liability

     In  1997,  the  Company  recorded   restructuring  charges  of  $70,900  in
connection  with the  closing  of certain  restaurant  properties.  The  related
liabilities  are  included  in other  current  liabilities  in the  accompanying
consolidated  balance  sheets  and were  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 the current fiscal
year.

     A summary of  restructuring  liability  activity for the  twenty-six  weeks
ended November 25, 2001 is as follows:
<TABLE>
<CAPTION>
<S>              <C>                                                                             <C>

                 Balance at May 27, 2001................................................         $ 5,798
                 Non-cash adjustments:
                       Restructuring credit.............................................          (2,269)
                 Cash payments:
                       Carrying costs and employee severance payments...................            (452)
                       Lease payments including lease buy-outs..........................            (196)
                                                                                                 -------
                 Balance at November 25, 2001...........................................         $ 2,881
                                                                                                 =======
</TABLE>

     During the  thirteen and  twenty-six  weeks ended  November  25, 2001,  the
Company reversed a portion of its 1997 restructuring  liability totaling $2,269.
The reversal was primarily the result of favorable lease terminations.

                                       10

<PAGE>




Note 7.    Stockholders' Equity

     Pursuant to the Company's 64.6 million share stock  repurchase  program and
in accordance with applicable  securities  regulations,  the Company repurchased
410,188  shares of its common  stock for  $10,670 in the  thirteen  weeks  ended
November 25, 2001, resulting in a cumulative  repurchase as of November 25, 2001
of a total of 54,742,959  shares. The Company's stock repurchase plan is used by
the  Company to offset the  dilutive  effect of stock  option  exercises  and to
increase  shareholder  value.  The  repurchased  common  stock is reflected as a
reduction of stockholders' equity.

     The Company has share ownership guidelines for its executive management. To
assist management in meeting these guidelines,  the Company implemented the 1998
Stock Purchase/Loan  Program (1998 Program) under its Stock Option and Long-Term
Incentive Plan of 1995. The 1998 Program provides loans to executives and awards
two options  for every new share  purchased,  up to a maximum  total share value
equal to a designated percentage of the executive's base compensation. Loans are
full recourse and interest bearing, with a maximum amount of 75% of the value of
the stock  purchased.  All stock  purchased  is held on deposit with the Company
until the loan payment  requirements  are met. The interest rate for loans under
the 1998  Program  is the  applicable  federal  rate  for  mid-term  loans  with
semi-annual compounding for the month in which the loan originates.  The Company
accounts  for   outstanding   officer   notes   receivable  as  a  reduction  of
stockholders'  equity.  Prior to the thirteen weeks ended November 25, 2001, the
Company   accounted  for  these  notes  receivable  as  other  assets.   In  the
accompanying consolidated balance sheets, notes receivable at May 27, 2001, have
been  reclassified  as a  reduction  of  stockholders'  equity to conform to the
current presentation.


Note 8.    Future Application of Accounting Standards

     In July 2000,  the Emerging  Issues Task Force (EITF) of the FASB reached a
consensus on EITF Issue 00-14,  "Accounting for Certain Sales Incentives".  EITF
00-14 addresses the recognition, measurement and income statement classification
for sales incentives  offered to customers.  Sales incentives include discounts,
coupons and  generally  any other  offers  that  entitle a customer to receive a
reduction  in the  price of a  product  by  submitting  a claim  for a refund or
rebate. Under EITF 00-14, the reduction in or refund of the selling price of the
product  resulting from any sales incentives should be classified as a reduction
of revenue.  Currently,  the Company  recognizes  certain  sales  incentives  as
selling,  general and administrative  expense.  Although this pronouncement will
not have any  impact on the  Company's  consolidated  results of  operations  or
financial position, the presentation  prescribed will have an effect of reducing
net sales and selling, general and administrative expense in comparison to prior
periods.  The  Company  must adopt EITF 00-14 for all periods  presented  in the
fourth quarter of fiscal 2002. Sales incentives included in selling, general and
administrative  expense for the  thirteen  weeks  ending  November  25, 2001 and
November 26, 2000 amounted to $5,881 and $5,950, respectively.  Sales incentives
included in selling, general and administrative expense for the twenty-six weeks
ended  November 25, 2001 and November 26, 2000  amounted to $13,315 and $12,793,
respectively.

     In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets." SFAS 144 supersedes  SFAS 121,  "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and  resolves  significant  implementation  issues  that had  evolved  since the
issuance of SFAS 121. SFAS 144 also  establishes a single  accounting  model for
long-lived  assets to be disposed of by sale. The Company will adopt SFAS 144 in
the first  quarter  of fiscal  2003.  Adoption  of SFAS 144 is not  expected  to
materially  impact the Company's  consolidated  financial  position,  results of
operations or cash flows.

                                       11

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     The following  table sets forth  selected  restaurant  operating  data as a
percentage of sales for the periods  indicated.  All information is derived from
the  consolidated  statements of earnings for the thirteen and twenty-six  weeks
ended November 25, 2001 and November 26, 2000.
<TABLE>
<CAPTION>

                                                    Thirteen Weeks Ended              Twenty-Six Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                               November 25,      November 26,     November 25,      November 26,
                                                   2001              2000             2001              2000
--------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>              <C>               <C>

Sales.....................................        100.0%            100.0%            100.0%           100.0%
Costs and Expenses:
   Cost of sales:
     Food and beverage....................         31.7              32.0              31.7             32.3
     Restaurant labor.....................         32.4              32.5              31.6             31.9
     Restaurant expenses..................         15.2              14.6              14.7             14.1
                                                -------            ------            ------           ------
       Total Cost of Sales................         79.3%             79.1%             78.0%            78.3%
   Selling, general and administrative....         10.4              11.4              10.2             10.5
   Depreciation and amortization..........          4.0               3.8               3.9              3.7
   Interest, net..........................          0.9               0.8               0.8              0.7
   Restructuring credit...................         (0.2)               __              (0.1)              __
                                                -------            ------            -------          ------
         Total Costs and Expenses.........         94.4%             95.1%             92.8%            93.2%
                                                -------            ------            ------           ------

Earnings before Income Taxes..............          5.6               4.9               7.2              6.8
Income Taxes..............................         (2.0)             (1.7)             (2.5)            (2.4)
                                                -------            ------            ------           ------

Net Earnings..............................          3.6%              3.2%              4.7%             4.4%
                                                =======            ======            ======           ======


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

Results of Operations

     For the fiscal 2002 second quarter ended November 25, 2001,  earnings after
tax were $36.5 million or 30 cents per diluted share, compared to earnings after
tax of $29.5  million or 24 cents per  diluted  share in the  second  quarter of
fiscal 2001. An after-tax  restructuring credit of $1.4 million was taken in the
second  quarter of fiscal  2002 as the  Company  reversed  portions  of its 1997
restructuring liability. The reversal resulted from favorable lease terminations
and had no effect on the Company's cash flow.  Earnings after tax for the second
quarter of fiscal 2002 before the restructuring  credit were $35.1 million or 29
cents per diluted share.  The increase in second quarter  earnings was primarily
attributable  to strong  same-restaurant  sales  growth at both Red  Lobster and
Olive  Garden.  Sales of $1.01  billion for the second  quarter were 8.8% higher
than last year's second quarter.

     For the first six months of fiscal 2002, net earnings were $98.6 million or
81 cents per diluted  share,  compared to $86.5  million or 70 cents per diluted
share in the same fiscal 2001  period.  Net earnings for the first six months of
fiscal 2002 before the  restructuring  credit were $97.2 million or 80 cents per
diluted  share.  Sales  approximating  $2.09 billion for the first six months of
fiscal 2002 were 7.4% higher than last year.

     Food and  beverage  costs  for the  second  quarter  were  31.7% of  sales,
compared to 32.0% of sales last year  primarily  attributable  to lower  product
costs.  Restaurant  labor  costs  decreased  to 32.4% of sales  compared to last
year's 32.5% of sales primarily due to efficiencies  resulting from higher sales
volumes.  Restaurant  expenses  increased to 15.2% of sales compared to 14.6% of
sales last year primarily due to increased  utility,  restaurant  technology and
new restaurant  preopening  expenses,  partially  offset by the impact of higher
sales  volumes.  Second  quarter  selling,  general and  administrative  expense
decreased to 10.4% of sales  compared to 11.4% of sales last year.  The decrease
was primarily  attributable to less national  television  marketing  versus last
year,  media  deflation  and the  favorable  impact  of  higher  sales  volumes,
partially   offset  by  the  impact  of  the  Company's  $1.5  million   pre-tax
contribution to the Red Cross Disaster Relief Fund made as part of the Company's
participation in the restaurant  industry's Dine Out for America benefit held on
October 11, 2001. Depreciation and amortization expense as a percentage of sales
increased  from 3.8% to 4.0% primarily as a result of new restaurant and remodel
activity,  partially  offset by the  favorable  impact of higher sales  volumes.
Interest expense  increased to 0.9% of sales compared to 0.8% of sales last year
primarily due to higher debt levels.

     The  effective tax rate for the second  quarter of fiscal 2002,  before the
restructuring credit, was 35.0% compared to 34.8% in last year's second quarter.
The increase in the effective tax rate resulted  primarily from increases in the
level of expected  annual  pre-tax  income for fiscal  2002 and a  reduction  in
certain tax deductible costs.

     Food and beverage  costs for the first six months of fiscal 2002 were 31.7%
of sales,  compared to 32.3% of sales last year primarily  attributable to lower
product costs.  Restaurant  labor costs  decreased to 31.6% of sales compared to
last year's 31.9% of sales primarily due to  efficiencies  resulting from higher
sales volumes. Restaurant expenses increased to 14.7% of sales compared to 14.1%
of sales  last  year  primarily  due to  increased  utility  and new  restaurant
pre-opening  expenses,  partially  offset by the impact of higher sales volumes.
Selling, general and administrative expense decreased to 10.2% of sales compared
to 10.5% of sales last year.  The decrease was  primarily  attributable  to less
national  television  marketing  versus  last  year,  media  deflation,  and the
favorable impact of higher sales volumes,  partially offset by the impact of the
Company's  donation  made as a result  of the  industry's  Dine Out for  America
benefit.  Depreciation  and  amortization  expense  as  a  percentage  of  sales
increased  from 3.7% to 3.9% 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% of sales compared to 0.7% of sales last year
primarily due to higher debt levels.

                                       12
<PAGE>

     The effective tax rate for the first six months of fiscal 2002,  before the
restructuring credit, was 35.0% compared to 35.1% last year. The decrease in the
effective  tax rate resulted  primarily  from  increases in annual  expected tax
credits and tax exempt  income,  partially  offset by a higher level of expected
annual  pre-tax income for fiscal 2002 and a reduction in certain tax deductible
costs.

Division Results

     Red Lobster  sales of $534.9  million  were 6.3% above last  year's  second
quarter.  Same-restaurant  sales in the  United  States  increased  6.1% for the
quarter,  marking the sixteenth  consecutive  quarter of  same-restaurant  sales
increases.  Second  quarter  operating  profits  improved  over the  prior  year
primarily as a result of the increased  sales and lower food costs and marketing
expenses  as a  percentage  of sales,  partially  offset  by  higher  restaurant
expenses as a percentage of sales.  Through the first six months of fiscal 2002,
Red Lobster sales increased 5.0% to $1.11 billion and  same-restaurant  sales in
the United States increased by 4.6%.

     Olive  Garden sales of $442.5  million  were 8.6% above last year's  second
quarter. Same-restaurant sales in the United States increased 5.9%, representing
the twenty-ninth consecutive quarter of same-restaurant sales increases.  Second
quarter  operating profits improved over the prior year primarily as a result of
increased  sales  and  lower  restaurant  labor  and  marketing  expenses  as  a
percentage  of  sales,  partially  offset  by higher  restaurant  expenses  as a
percentage of sales.  Through the first six months of fiscal 2002,  Olive Garden
sales increased 7.3% to $904.7 million and  same-restaurant  sales in the United
States increased by 5.0%.

     Bahama Breeze  continued to produce  strong  average  sales per  restaurant
during the quarter.  Two new openings  occurred in the second quarter,  bringing
the total number of  restaurants in operation to 25. At least four more openings
are scheduled for fiscal 2002.

     Restaurant  sales at Smokey Bones continue to exceed  management's  initial
expectations.  Two new  openings  occurred in the second  quarter,  bringing the
total number of  restaurants  in operation  to 12. Five  additional  restaurants
under construction are planned to open in fiscal 2002.

                                     13

<PAGE>

     The table below  details the number of  restaurants  open at the end of the
second  quarter of fiscal 2002,  compared with the number open at the end of May
2001 and the end of last fiscal year's second quarter.
<TABLE>
<CAPTION>

                              NUMBER OF RESTAURANTS

--------------------------------------------------------------------------------------------------------------------
                                                 November 25, 2001        May 27, 2001         November 26, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                      <C>                  <C>

Red Lobster - USA...........................              629                  629                    620
Red Lobster - Canada........................               32                   32                     32
                                                        -----                -----                  -----
     Total..................................              661                  661                    652

Olive Garden - USA..........................              478                  472                    463
Olive Garden - Canada.......................                6                    5                      5
                                                        -----                -----                  -----
     Total..................................              484                  477                    468

Bahama Breeze...............................               25                   21                     15

Smokey Bones ...............................               12                    9                      4
                                                        -----                -----                  -----

     Total..................................            1,182                1,168                  1,139
                                                       =====                 =====                  =====

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

Seasonality

     The Company's sales volumes fluctuate seasonally.  In 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.
Because of the  seasonality of the Company's  business,  results for any quarter
are not necessarily  indicative of the results that may be achieved for the full
fiscal year.


Financial Condition, Liquidity and Capital Resources

     Inventories  totaled $226.8 million as of November 25, 2001, up from $148.4
million at May 27, 2001. The increase resulted from typical increases in seafood
inventory  levels  during  the first  half of the year due to  availability  and
upcoming  promotions.  The additional  seafood is expected to be used during the
current fiscal year.

     Other assets totaled $150.2 million as of November 25, 2001, up from $108.9
million at May 27, 2001.  The increase  resulted  primarily  from the  Company's
purchase of trust owned life  insurance  during the first quarter of fiscal 2002
with an initial cash surrender  value  totaling  $31.5 million.  The trust owned
life  insurance  was  purchased  to offset  some of the  costs of the  Company's
nonqualified deferred compensation plan. Other assets also increased as a result
of capitalized costs associated with software improvements.

     Cash and cash equivalents of $20.0 million at November 25, 2001,  decreased
from $61.8 million at May 27, 2001, primarily as a result of the purchase of the
trust owned life insurance. Cash and cash equivalents also decreased as a result
of Company restaurants being closed for the Thanksgiving  holiday as well as the
timing of checks being issued as of the end of the current quarter in comparison
to May 27, 2001.

     Accounts  payable of $132.4  million at November 25, 2001,  increased  from
$156.9  million  at May 27,  2001,  principally  due to the  timing and terms of
inventory purchases.

                                       14

<PAGE>

     In addition to cash flows from  operations,  the Company uses a combination
of long-term and short-term  borrowings to fund its liquidity needs.  Short-term
debt totaled  $107.0  million as of November 25, 2001,  up from $12.0 million at
May 27, 2001. The increase in short-term debt was used to fund seasonal  working
capital  needs and share  repurchases.  The  Company's  long-term  debt consists
principally  of (i)  $150.0  million of  unsecured  6.375  percent  notes due in
February 2006, (ii) $100.0 million of unsecured 7.125 percent  debentures due in
February 2016,  (iii) $150.0 million of unsecured 8.375 percent senior notes due
in September  2005,  (iv) $75.0  million of unsecured  7.45 percent  medium-term
notes due in April 2011,  and (v) a $40.7 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. The Company has a shelf registration on file
with the SEC that provides for the issuance of an additional  $275.0  million of
unsecured debt  securities  from time to time. The Company also has a commercial
paper program that serves as its primary source of short-term  financing.  As of
November 25, 2001, there were no 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 $300.0  million.  As of November
25, 2001, no amounts were outstanding under the credit facility.

     Capital  expenditures  were $72.5 million for the second  quarter of fiscal
2002 compared to $76.0 million in last year's second quarter.  For the first six
months of fiscal 2002,  capital  expenditures  were $132.7 million,  compared to
$158.2   million  in  the  same  period  last  year.  The  decrease  in  capital
expenditures  for the first six  months of fiscal  2002  principally  related to
timing as the Company  estimates that its fiscal 2002 capital  expenditures will
be slightly more than that of fiscal 2001.

     The  Company  repurchased  410,188  shares  of its  common  stock for $10.7
million in the second  quarter of fiscal 2002  compared to 1,128,360  shares for
$25.8 million in last year's second quarter.  The Company repurchased  2,225,592
shares of its common  stock for $61.9  million in the first six months of fiscal
2002  compared to 4,483,348  shares for $83.2 million in the first six months of
last year.

Future Application of Accounting Standards

     In July 2000,  the Emerging  Issues Task Force (EITF) of the FASB reached a
consensus on EITF Issue 00-14,  "Accounting for Certain Sales Incentives".  EITF
00-14 addresses the recognition, measurement and income statement classification
for sales incentives  offered to customers.  Sales incentives include discounts,
coupons and  generally  any other  offers  that  entitle a customer to receive a
reduction  in the  price of a  product  by  submitting  a claim  for a refund or
rebate. Under EITF 00-14, the reduction in or refund of the selling price of the
product  resulting from any sales incentives should be classified as a reduction
of revenue.  Currently,  the Company  recognizes  certain  sales  incentives  as
selling,  general and administrative  expense.  Although this pronouncement will
not have any  impact on the  Company's  consolidated  results of  operations  or
financial position, the presentation  prescribed will have an effect of reducing
net sales and selling, general and administrative expense in comparison to prior
periods.  The  Company  must adopt EITF 00-14 for all periods  presented  in the
fourth quarter of fiscal 2002. Sales incentives included in selling, general and
administrative  expense for the  thirteen  weeks  ending  November  25, 2001 and
November 26, 2000 amounted to $5.9 million and $6.0 million, respectively. Sales
incentives  included in  selling,  general  and  administrative  expense for the
twenty-six weeks ended November 25, 2001 and November 26, 2000 amounted to $13.3
million and $12.8 million, respectively.

     In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets." SFAS 144 supersedes  SFAS 121,  "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and  resolves  significant  implementation  issues  that had  evolved  since the
issuance of SFAS 121. SFAS 144 also  establishes a single  accounting  model for
long-lived  assets to be disposed of by sale. The Company will adopt SFAS 144 in
the first  quarter  of fiscal  2003.  Adoption  of SFAS 144 is not  expected  to
materially  impact the Company's  consolidated  financial  position,  results of
operations or cash flows.

                                       15

<PAGE>


Forward-Looking Statements

     Certain information included in this report and other materials filed or to
be filed by the Company with the SEC (as well as information included in oral or
written  statements  made or to be made by 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. Words or phrases such as "believe", "plan", "will", "expect", "intend",
"estimate",  and  "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, statements regarding
the number of new Bahama  Breeze and Smokey  Bones  restaurants  expected  to be
opened  during fiscal 2002,  the  completion  of certain  restructuring  actions
during the current fiscal year and the amount of capital expenditures for fiscal
2002.  These  forward-looking  statements  are 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
materially differ from those expressed in the forward-looking statements.  These
risks and uncertainties  include, but are not limited to, competition,  economic
and market conditions, changes in food and other costs, importance of locations,
effects of  government  regulations  and the  Company's  ability to achieve  its
growth  objectives,  each of which is more specifically  discussed in Exhibit 99
filed with the Company's Form 10-K,  which is  incorporated  into this report by
reference.

Item 3.  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,  the Company  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 November 25, 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  $3 million over a period of one year (including the impact of the
natural  gas and  coffee  hedges  discussed  above  in  Note 4 to the  Financial
Statements).  At November  25,  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  $35  million.  The fair  value of the  Company's
long-term  fixed-rate  debt  during  the  first  half of  fiscal  2002  averaged
approximately $486 million,  with a high of approximately $503 million and a low
of  approximately  $470  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.

                                       16
<PAGE>


PART II
                                OTHER INFORMATION

Item 1.  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.

Item 4.  Submission of Matters to a Vote of Security Holders

     (a) The Company's  Annual Meeting of Shareholders was held on September 20,
         2001.

     (b) The name of each director  elected at the meeting is provided in Item 4
         (c) of this report. There are no other directors with a term of office
         that continued after the Annual Meeting.

     (c) At the Annual Meeting, the shareholders took the following actions:

                  (i)      Elected the following twelve directors:

                           Leonard L. Berry          For             102,695,409
                                                     Withheld            826,360

                           Bradley D. Blum           For             102,688,534
                                                     Withheld            833,235

                           Odie C. Donald            For             102,728,877
                                                     Withheld            792,892

                           Julius Erving, II         For              85,399,164
                                                     Withheld         18,122,605

                           Joe R. Lee                For             102,701,422
                                                     Withheld            820,347

                           Senator Connie Mack, III  For             102,583,408
                                                     Withheld            938,361

                           Richard E. Rivera         For             102,714,587
                                                     Withheld            807,182

                           Michael D. Rose           For             102,688,580
                                                     Withheld            833,189

                           Maria A. Sastre           For             102,724,217
                                                     Withheld            797,552

                           Jack A. Smith             For             102,727,058
                                                     Withheld            794,711

                           Blaine Sweatt, III        For             102,740,904
                                                     Withheld            780,865

                           Rita P. Wilson            For             102,702,949
                                                     Withheld            818,820

                                       17
<PAGE>

                  (ii) Approved appointment of KPMG LLP as independent auditor
                       for the fiscal year ending May 26, 2002.

                           For                     101,944,775
                           Against                     919,200
                           Abstain                     657,794
                           Broker non-votes                  0


Item 5.  Other Information

     On December  13,  2001,  the Company  elected  David Hughes to its Board of
Directors, bringing the total number of directors to thirteen. Mr. Hughes is the
Chairman of the Board and Chief Executive Officer of Hughes Supply, Inc. He also
serves on the Board of  Directors  of  SunTrust  Banks,  Inc.  and Brown & Brown
Insurance.


Item 6.  Exhibits and Reports on Form 8-K

         (a)        Exhibits.

                    Exhibit 12  Computation of Ratio of Consolidated Earnings to
                                Fixed Charges

         (b)        Reports on Form 8-K.

                    On September 25, 2001, the Company filed a current report on
                    Form 8-K to announce  earnings  for the first  quarter,  the
                    declaration  of a  semi-annual  dividend and the election of
                    Leonard Berry to the Board of Directors.

                    On December 17, 2001,  the Company filed a current report on
                    Form 8-K to announce earnings for the second quarter and the
                    election of David Hughes to the Board of Directors.


                                       18

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  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.


                                              DARDEN RESTAURANTS, INC.


Dated:   January 7, 2002                      By:  /s/ Paula J. Shives
                                                   -----------------------------
                                                   Paula J. Shives
                                                   Senior Vice President,
                                                   General Counsel and Secretary


Dated:   January 7, 2002                      By:  /s/ Clarence Otis, Jr.
                                                   -----------------------------
                                                   Clarence Otis, Jr.
                                                   Senior Vice President,
                                                   Chief Financial Officer
                                                   (Principal financial and
                                                    accounting officer)


                                       19
<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number            Exhibit Title

    12            Computation of Ratio of Consolidated Earnings to Fixed Charges



                                       20
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>exhibt122nd.txt
<DESCRIPTION>EXHIBIT 12 - 10-Q
<TEXT>
                                                                     Exhibit 12

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

<TABLE>
<CAPTION>

                                                    Thirteen Weeks Ended              Twenty-Six Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                               November 25,      November 26,     November 25,      November 26,
                                                   2001              2000             2001              2000
--------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>              <C>              <C>

Consolidated Earnings from Operations
   before Income Taxes.....................       $ 56,255         $  45,311         $ 151,832       $  133,149
Plus Fixed Charges.........................         15,179            13,617            29,932           25,622
Less Capitalized Interest..................           (994)             (892)           (1,880)          (1,725)
                                                  --------         ---------         ---------       ----------
Consolidated Earnings from Operations
   before Income Taxes Available to Cover
    Fixed Charges..........................       $ 70,440         $  58,036         $ 179,884       $  157,046
                                                  ========         =========         =========       ==========

Ratio of Consolidated Earnings to Fixed
   Charges (1).............................           4.64              4.26              6.01             6.13
                                                  ========         =========         =========       ==========

--------------------------------------------------------------------------------------------------------------------



(1)    The computation of the Company's ratio of consolidated earnings to fixed charges, BEFORE RESTRUCTURING CREDIT,
       is as follows:



                                                     Thirteen Weeks Ended              Twenty-Six Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                               November 25,      November 26,     November 25,      November 26,
                                                   2001              2000             2001              2000
--------------------------------------------------------------------------------------------------------------------

Consolidated Earnings from Operations,
   before Restructuring Credit and Income
    Taxes Available to Cover Fixed Charges.       $ 68,171        $   58,036         $ 177,615       $  157,046
                                                  ========        ==========         =========       ==========

Ratio of Consolidated Earnings, before
    Restructuring Credit, to Fixed
   Charges.................................          4.49               4.26              5.93              6.13
                                                  =======         ==========         =========       ===========

--------------------------------------------------------------------------------------------------------------------

</TABLE>

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