<SUBMISSION>
<ACCESSION-NUMBER>0000940944-02-000056
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020224
<FILING-DATE>20020409
<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>02605752
</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_fy023rdqtr.txt
<DESCRIPTION>FY02, THIRD QUARTER
<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 February 24, 2002

[ ] 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 March
29, 2002: 115,454,671 (excluding 56,583,536 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                        13

         Item 3.  Quantitative and Qualitative Disclosures About
                  Market Risk                                                19

Part II -         Other Information

         Item 1.  Legal Proceedings                                          20

         Item 6.  Exhibits and Reports on Form 8-K                           20


Signatures                                                                   21

Index to Exhibits                                                            22


                                       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
--------------------------------------------------------------------------------------------------------------------
                                                                  February 24, 2002          February 25, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                        <C>

Sales........................................................        $1,134,388                  $988,635
Costs and Expenses:
   Cost of sales:
     Food and beverage.......................................           350,310                   313,242
     Restaurant labor........................................           358,327                   313,930
     Restaurant expenses.....................................           160,710                   141,897
                                                                     ----------                  --------
       Total Cost of Sales...................................        $  869,347                  $769,069
   Selling, general and administrative.......................           111,284                    98,455
   Depreciation and amortization.............................            41,865                    37,092
   Interest, net.............................................             9,116                     8,528
                                                                     ----------                  --------
         Total Costs and Expenses............................        $1,031,612                  $913,144
                                                                     ----------                  --------

Earnings before Income Taxes.................................           102,776                    75,491
Income Taxes.................................................           (36,556)                  (25,964)
                                                                     ----------                  --------

Net Earnings.................................................        $   66,220                  $ 49,527
                                                                     ==========                  ========

Net Earnings per Share:
   Basic.....................................................        $     0.57                  $   0.41
                                                                     ==========                  ========
   Diluted...................................................        $     0.54                  $   0.40
                                                                     ==========                  ========

Average Number of Common Shares Outstanding:
   Basic.....................................................           116,700                   119,800
                                                                     ==========                  ========
   Diluted...................................................           123,000                   124,000
                                                                     ==========                  ========



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

                                                                             Thirty-Nine Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                  February 24, 2002          February 25, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                        <C>

Sales........................................................          $3,229,382                $2,938,798
Costs and Expenses:
   Cost of sales:
     Food and beverage.......................................           1,015,204                   942,640
     Restaurant labor........................................           1,020,134                   935,469
     Restaurant expenses.....................................             468,518                   417,198
                                                                       ----------                ----------
       Total Cost of Sales...................................          $2,503,856                $2,295,307
   Selling, general and administrative.......................             324,379                   303,755
   Depreciation and amortization.............................             122,436                   108,517
   Interest, net.............................................              26,372                    22,579
   Restructuring credit......................................              (2,269)                       --
                                                                       ----------                ----------
         Total Costs and Expenses............................          $2,974,774                $2,730,158
                                                                       ----------                ----------

Earnings before Income Taxes.................................             254,608                   208,640
Income Taxes.................................................             (89,769)                  (72,651)
                                                                       ----------                ----------

Net Earnings.................................................          $  164,839                $  135,989
                                                                       ==========                ==========

Net Earnings per Share:
   Basic.....................................................          $     1.41                $     1.13
                                                                       ==========                ==========
   Diluted...................................................          $     1.34                $     1.10
                                                                       ==========                ==========

Average Number of Common Shares Outstanding:
   Basic.....................................................             116,900                   120,400
                                                                       ==========                ==========
   Diluted...................................................             122,600                   124,100
                                                                       ==========                ==========



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


See accompanying notes to consolidated financial statements.

                                       4
<PAGE>


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

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                  February 24, 2002            May 27, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                          <C>

                            ASSETS
Current Assets:
   Cash and cash equivalents.................................        $     37,144              $     61,814
   Receivables...............................................              29,485                    32,870
   Inventories...............................................             229,427                   148,429
   Net assets held for disposal..............................              10,579                    10,087
   Prepaid expenses and other current assets.................              16,727                    26,942
   Deferred income taxes.....................................              50,538                    48,000
                                                                     ------------              ------------
     Total Current Assets....................................        $    373,900              $    328,142
Land, Buildings and Equipment................................           1,870,658                 1,779,515
Other Assets.................................................             153,201                   108,877
                                                                     ------------              ------------

         Total Assets........................................        $  2,397,759              $  2,216,534
                                                                     ============              ============

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable..........................................        $    174,394              $    156,859
   Short-term debt...........................................              62,700                    12,000
   Current portion of long-term debt.........................               2,640                     2,647
   Accrued payroll...........................................              88,770                    82,588
   Accrued income taxes......................................              47,185                    47,698
   Other accrued taxes.......................................              29,081                    27,429
   Other current liabilities.................................             268,584                   225,037
                                                                     ------------              ------------
     Total Current Liabilities...............................        $    673,354              $    554,258
Long-term Debt...............................................             513,053                   517,927
Deferred Income Taxes........................................             106,728                    90,782
Other Liabilities............................................              19,780                    20,249
                                                                     ------------              ------------
          Total Liabilities..................................        $  1,312,915              $  1,183,216
                                                                     ------------              ------------

Stockholders' Equity:
   Common stock and surplus..................................        $  1,463,190              $  1,405,799
   Retained earnings.........................................             692,323                   532,121
   Treasury stock............................................          (1,007,760)                 (840,254)
   Accumulated other comprehensive income....................             (14,282)                  (13,102)
   Unearned compensation.....................................             (46,644)                  (49,322)
    Officer notes receivable.................................              (1,983)                   (1,924)
                                                                     ------------              ------------
          Total Stockholders' Equity.........................        $  1,084,844              $  1,033,318
                                                                     ------------              ------------

          Total Liabilities and Stockholders' Equity.........        $  2,397,759              $  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 Thirty-Nine Weeks
                  Ended February 24, 2002 and February 25, 2001
                                 (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..................        --    164,839          --          --             --            --       164,839
   Other comprehensive income:
       Foreign currency adjustment       --         --          --        (648)            --            --          (648)
       Change in fair value of
       derivatives...............        --         --          --        (532)            --            --          (532)
                                                                                                              --------------
       Total comprehensive income        --         --          --          --             --            --       163,659
Cash dividends declared..........        --     (4,637)         --          --             --            --        (4,637)
Stock option exercises (2,534
   shares).......................    30,077         --       1,161          --             --            --        31,238
Issuance of restricted stock (212
   shares), net of forfeiture
   adjustments...................     4,517         --         789          --         (5,426)           --          (120)
Earned compensation..............        --         --          --          --          3,064            --         3,064
ESOP note receivable repayments..        --         --          --          --          5,040            --         5,040
Income tax benefit credited to
   equity........................    20,834         --          --          --             --            --        20,834
Purchases of common stock for
   treasury (5,017 shares).......        --         --    (170,831)         --             --            --      (170,831)
Issuance of treasury stock under
   Employee Stock Purchase and
   other plans (154 shares)......     1,963         --       1,375          --             --            --         3,338
Issuance of officer notes (net)..        --         --          --          --             --           (59)          (59)

----------------------------------------------------------------------------------------------------------------------------
Balance at February 24, 2002     $1,463,190   $692,323 $(1,007,760)   $(14,282)      $(46,644)      $(1,983)   $1,084,844

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


----------------------------------------------------------------------------------------------------------------------------
                                   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..................        --    135,989          --          --             --            --       135,989
   Other comprehensive income,
   foreign currency adjustment...        --         --          --        (517)            --            --          (517)
                                                                                                              --------------
       Total comprehensive income        --         --          --          --             --            --       135,472
Cash dividends declared..........        --     (4,766)         --          --             --            --        (4,766)
Stock option exercises (2,289
    shares)......................    23,758         --          --          --             --            --        23,758
Issuance of restricted stock
    (293 shares), net of
    forfeiture adjustments.......     3,941         --       1,035          --         (5,040)           --           (64)
Earned compensation..............        --         --          --          --          3,077            --         3,077
ESOP note receivable repayments..        --         --          --          --          7,625            --         7,625
Income tax benefit credited to
    equity.......................    10,324         --          --          --             --            --        10,324
Purchases of common stock for
    treasury (6,433 shares)......        --         --    (125,231)         --             --            --      (125,231)
Issuance of treasury stock under
    Employee Stock Purchase and
    other plans (184 shares).....     1,221         --       1,701          --             --            --         2,922
Issuance of officer notes (net)..        --         --          --          --             --           (33)          (33)
----------------------------------------------------------------------------------------------------------------------------
Balance at February 25, 2001     $1,390,951   $475,802   $(789,332)   $(12,974)      $(50,860)      $(1,901)   $1,011,686
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
</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
--------------------------------------------------------------------------------------------------------------------
                                                                        February 24, 2002      February 25, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                    <C>

Cash Flows--Operating Activities
   Net earnings....................................................       $     66,220              $  49,527
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization.................................             41,865                 37,092
     Amortization of unearned compensation and loan costs..........              1,771                  1,785
     Change in current assets and liabilities......................            117,791                 62,175
     Change in other liabilities ..................................                (69)                  (405)
     (Gain) Loss on disposal of land, buildings and equipment......               (317)                 1,327
       Change in cash surrender value of trust owned life insurance                617                     --
     Deferred income taxes.........................................             10,954                    910
       Income tax benefit credited to equity.......................             10,157                  1,699
     Other, net....................................................               (564)                    49
                                                                          ------------              ---------
       Net Cash Provided by Operating Activities...................       $    248,425              $ 154,159
                                                                          ------------              ---------

Cash Flows--Investing Activities
   Purchases of land, buildings and equipment......................            (91,092)               (86,736)
   Increase in other assets........................................             (5,131)                (4,521)
   Proceeds from disposal of land, buildings and equipment
     (including net assets held for disposal)......................              4,355                  3,324
                                                                          ------------              ---------
       Net Cash Used by Investing Activities.......................       $    (91,868)             $ (87,933)
                                                                          ------------              ----------

Cash Flows--Financing Activities
   Proceeds from issuance of common stock..........................             13,883                  4,827
   Purchases of treasury stock.....................................           (108,965)               (42,008)
   ESOP note receivable repayment..................................              1,280                  1,675
   Decrease in short-term debt.....................................            (44,300)                (7,300)
   Repayment of long-term debt.....................................             (1,280)                (1,675)
   Payment of loan costs...........................................                (30)                  (201)
                                                                          ------------              ---------
       Net Cash Used by Financing Activities.......................       $   (139,412)             $ (44,682)
                                                                          ------------              ---------

Increase in Cash and Cash Equivalents..............................             17,145                 21,544
Cash and Cash Equivalents - Beginning of Period....................             19,999                  7,753
                                                                          ------------              ---------

Cash and Cash Equivalents - End of Period..........................       $     37,144              $  29,297
                                                                          ============              =========

Cash Flow from Changes in Current Assets and  Liabilities
   Receivables.....................................................             (4,906)                   109
   Inventories.....................................................             (2,631)                   125
   Prepaid expenses and other current assets.......................               (372)                 1,734
   Accounts payable................................................             42,010                     (4)
   Accrued payroll.................................................             20,994                 11,395
   Accrued income taxes............................................              9,284                 22,655
   Other accrued taxes.............................................              2,620                    245
   Other current liabilities.......................................             50,792                 25,916
                                                                          ------------              ---------
     Change in Current Assets and Liabilities......................       $    117,791              $  62,175
                                                                          ============              =========

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

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>


                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                  Thirty-Nine Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                        February 24, 2002      February 25, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                    <C>


Cash Flows--Operating Activities
   Net earnings....................................................           $164,839              $ 135,989
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization.................................            122,436                108,517
     Amortization of unearned compensation and loan costs..........              5,408                  5,189
     Change in current assets and liabilities......................              5,244                (28,886)
     Change in other liabilities ..................................               (469)                  (447)
     Loss on disposal of land, buildings and equipment.............              2,344                  1,346
     Change in cash surrender value of trust owned life insurance..              1,447                    ---
     Deferred income taxes.........................................             13,408                   (247)
     Income tax benefit credited to equity.........................             20,834                 10,324
     Non-cash restructuring credit.................................             (2,269)                   ---
     Other, net....................................................               (703)                    13
                                                                             ---------              ---------
       Net Cash Provided by Operating Activities...................          $ 332,519              $ 231,798
                                                                             ---------              ---------

Cash Flows--Investing Activities
   Purchases of land, buildings and equipment......................           (223,774)              (244,714)
   Increase in other assets........................................            (18,326)                (7,200)
   Purchase of trust owned life insurance..........................            (31,500)                   ---
   Proceeds from disposal of land, buildings and equipment
     (including net assets held for disposal)......................              6,864                 11,923
                                                                             ---------              ---------
       Net Cash Used by Investing Activities.......................          $(266,736)             $(239,991)
                                                                             ==========             ==========

Cash Flows--Financing Activities
   Proceeds from issuance of common stock..........................             34,406                 26,504
   Dividends paid..................................................             (4,637)                (4,766)
   Purchases of treasury stock.....................................           (170,831)              (125,231)
   ESOP note receivable repayments.................................              5,040                  7,625
   Increase (decrease) in short-term debt..........................             50,700                (33,000)
    Proceeds from issuance of long-term debt.......................                ---                149,539
   Repayment of long-term debt.....................................             (5,047)                (7,631)
   Payment of loan costs...........................................                (84)                (1,652)
                                                                             ---------              ---------
       Net Cash (Used by) Provided by  Financing Activities........          $ (90,453)             $  11,388
                                                                             ---------              ---------

(Decrease) Increase in Cash and Cash Equivalents...................            (24,670)                 3,195
Cash and Cash Equivalents - Beginning of Period....................             61,814                 26,102
                                                                             ---------              ---------

Cash and Cash Equivalents - End of Period..........................          $  37,144              $  29,297
                                                                             =========              =========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables.....................................................              3,385                 (7,143)
   Inventories.....................................................            (80,998)               (68,161)
   Prepaid expenses and other current assets.......................              1,863                  2,072
   Accounts payable................................................             17,535                  3,718
   Accrued payroll.................................................              6,182                    264
   Accrued income taxes............................................               (513)                 7,713
   Other accrued taxes.............................................              1,652                  1,010
   Other current liabilities.......................................             56,138                 31,641
                                                                             ---------              ---------
     Change in Current Assets and Liabilities......................          $   5,244              $ (28,886)
                                                                             =========              ==========

--------------------------------------------------------------------------------------------------------------------
</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  thirty-nine  weeks ended  February  24, 2002 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  thirty-nine  weeks ended  February 24, 2002,  the
Company  paid  $7,739 and $22,877  respectively,  for  interest  (net of amounts
capitalized) and $6,138 and $56,191  respectively,  for income taxes. During the
thirteen and thirty-nine  weeks ended February 25, 2001, the Company paid $8,364
and $18,064  respectively for interest (net of amounts capitalized) and $801 and
$55,982 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  1,025 and 29,667  shares of common stock were excluded
from the calculation of diluted  earnings per share for the thirteen weeks ended
February 24, 2002 and February 25, 2001,  respectively,  because their  exercise
prices  exceeded  the  average  market  price of common  shares for the  period.
Options to purchase  13,525 and  2,524,418  shares of common stock were excluded
from the  calculation of diluted  earnings per share for the  thirty-nine  weeks
ended  February  24, 2002 and  February  25,  2001,  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>


     Natural Gas and Coffee Futures Contracts

     During the  thirteen and  thirty-nine  weeks ended  February 24, 2002,  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
$238 and $273 were  recognized in earnings  during the thirteen and  thirty-nine
weeks ended  February 24, 2002,  respectively.  It is expected  that $238 of net
losses related to these contracts, recognized in accumulated other comprehensive
income at February 24, 2002, 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 February 24, 2002,  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 nine  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.

     Interest Rate Lock Agreement

     During the  thirteen and  thirty-nine  weeks ended  February 24, 2002,  the
Company entered into a treasury  interest rate lock agreement  ("treasury lock")
to hedge the risk that the cost of a future  issuance  of fixed rate debt may be
adversely  affected by  interest  rate  fluctuations.  The  treasury  lock had a
$75,000 notional  principal  amount of indebtedness.  To the extent the treasury
lock is  effective  in  offsetting  the  variability  of the hedged  cash flows,
changes  in the fair  value of the  treasury  lock are not  included  in current
earnings  but are  reported  as  other  comprehensive  income,  a  component  of
stockholders'  equity.  Changes in fair value will be amortized into earnings as
an  adjustment  to  interest  expense  over the same period in which the related
interest costs on the new debt issuance are  recognized in earnings.  A deferred
loss of $294 related to the treasury lock was  recognized in  accumulated  other
comprehensive  income at  February  24,  2002.  No amounts  were  recognized  in
earnings during the thirteen and  thirty-nine  weeks ended February 24, 2002. As
discussed in Note 9 to the Consolidated Financial Statements,  on March 4, 2002,
the Company  issued  $150,000  of  indebtedness  due in March 2007.  The Company
simultaneously  settled the treasury lock at a gain of $267. It is expected that
$53 of this gain will be  recognized  in earnings as an  adjustment  to interest
expense during the next 12 months.

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 $30,053 at February
24, 2002.  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.

                                       10

<PAGE>


     A summary of  restructuring  liability  activity for the thirty-nine  weeks
ended February 24, 2002 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...................            (679)
                       Lease payments including lease buy-outs..........................            (395)
                                                                                                 -------
                 Balance at February 24, 2002...........................................         $ 2,455
                                                                                                 =======
</TABLE>

     During the thirty-nine  weeks ended February 24, 2002, the Company reversed
a portion of its 1997 restructuring  liability totaling $2,269. The reversal was
primarily the result of favorable lease terminations.

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
2,791,047  shares of its common stock for  $108,965 in the thirteen  weeks ended
February 24, 2002, resulting in a cumulative  repurchase as of February 24, 2002
of a total of 57,534,006  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.  Therefore, in the
accompanying  consolidated  balance sheets,  officer 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  ended  February  24, 2002 and
February 25, 2001 amounted to $9,343 and $7,259, respectively.  Sales incentives
included in  selling,  general and  administrative  expense for the  thirty-nine
weeks ended  February  24, 2002 and  February  25, 2001  amounted to $22,658 and
$20,052, 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>


Note 9.  Subsequent Events

     On  March  4,  2002,  the  Company  issued   $150,000  of  unsecured  5.75%
medium-term notes due in March 2007. A portion of the proceeds from the issuance
were used to repay short-term debt. The remaining  proceeds will be used to fund
working capital needs.

     On  March  21,  2002,   the  Company's   Board  of  Directors   declared  a
three-for-two stock split of the Company's common stock. The stock split will be
affected in the form of a 50% stock dividend to be  distributed to  stockholders
on May 1, 2002 for all  stockholders  of record as of the close of  business  on
April 10, 2002. In connection with the stock split,  the number of common shares
reserved for issuance or subject to issuance  under the Company's  stock option,
stock grant and other plans will be proportionately increased.  Common share and
earnings  per share data  included in the  accompanying  consolidated  financial
statements  and  footnotes  have not been  adjusted for the impacts of the stock
split.  The pro forma  computation of basic and diluted earnings per share as if
the stock split had been effective for all periods presented is as follows:
<TABLE>
<CAPTION>


                                                               Thirteen Weeks Ended       Thirty-Nine Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                      February 24,    February 25,   February 24,   February 25,
                                                          2002            2001           2002           2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>            <C>            <C>


Net Earnings...............................                $66,220         $49,527       $164,839      $135,989

Net Earnings per Share:
   Basic...................................                $  0.38         $  0.28       $   0.94      $   0.75
                                                           =======         =======       ========      ========
   Diluted.................................                $  0.36         $  0.27       $   0.90      $   0.73
                                                           =======         =======       ========      ========


Average Number of Common Shares Outstanding:
   Basic...................................                175,000         179,700        175,400       180,600
                                                           =======         =======        =======       =======
   Diluted.................................                184,400         186,000        183,800       186,200
                                                           =======         =======        =======       =======

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


     On March 21, 2002,  the Board of Directors  declared a four cents per share
dividend to be paid on a pre-split  basis to stockholders on May 1, 2002 for all
stockholders of record as of the close of business on April 10, 2002.

                                       12
<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 thirty-nine  weeks
ended February 24, 2002 and February 25, 2001.
<TABLE>
<CAPTION>

                                                    Thirteen Weeks Ended              Thirty-Nine Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                               February 24,      February 25,     February 24,      February 25,
                                                   2002              2001             2002              2001
--------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>              <C>               <C>

Sales......................................       100.0%            100.0%            100.0%           100.0%
Costs and Expenses:
   Cost of sales:
     Food and beverage.....................        30.9              31.7              31.4             32.1
     Restaurant labor......................        31.6              31.8              31.6             31.8
     Restaurant expenses...................        14.2              14.3              14.5             14.2
                                                   ----             -----              ----            -----
       Total Cost of Sales.................        76.7%             77.8%             77.5%            78.1%
   Selling, general and administrative.....         9.8              10.0              10.1             10.3
   Depreciation and amortization...........         3.7               3.7               3.8              3.7
   Interest, net...........................         0.8               0.9               0.8              0.8
   Restructuring credit....................          --                --              (0.1)              --
                                                   ----              ----              ----             ----
             Total Costs and Expenses......        91.0%             92.4%             92.1%            92.9%
                                                   ----              ----              ----             ----

Earnings before Income Taxes...............         9.0               7.6               7.9              7.1
Income Taxes...............................        (3.2)             (2.6)             (2.8)            (2.5)
                                                   ----              ----              ----             ----

Net Earnings...............................         5.8%              5.0%              5.1%             4.6%
                                                   ====              ====              ====             ====

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

Results of Operations

     For the fiscal 2002 third quarter ended  February 24, 2002,  earnings after
tax were $66.2 million or 54 cents per diluted share, compared to earnings after
tax of $49.5  million  or 40 cents per  diluted  share in the third  quarter  of
fiscal 2001. The increase in third quarter  earnings was primarily  attributable
to strong  same-restaurant  sales  growth at both Red Lobster and Olive  Garden.
Sales of $1.13  billion for the third quarter were 14.7% higher than last year's
third quarter.

     For the first nine months of fiscal 2002,  net earnings were $164.8 million
or $1.34 per  diluted  share,  compared  to $136.0  million or $1.10 per diluted
share in the same fiscal 2001 period. 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. Net
earnings  for the first nine  months of fiscal  2002  before  the  restructuring
credit were $163.4  million or $1.33 per diluted  share.  Sales of $3.23 billion
for the first nine months of fiscal 2002 were 9.9% higher than last year.

     Food and beverage costs for the third quarter were 30.9% of sales, compared
to 31.7% of sales  last year  primarily  attributable  to lower  product  costs.
Restaurant labor costs decreased to 31.6% of sales compared to last year's 31.8%
of sales  primarily due to  efficiencies  resulting  from higher sales  volumes.
Restaurant  expenses decreased to 14.2% of sales compared to 14.3% of sales last
year primarily due to lower utility costs and efficiencies resulting from higher
sales  volumes,  partially  offset by certain  employee  benefit and  restaurant
technology expenses.  Third quarter selling,  general and administrative expense
decreased  to 9.8% of sales  compared to 10.0% of sales last year.  The decrease
was  primarily  attributable  to the favorable  impact of marketing  expense mix
versus  last year and  higher  sales  volumes,  partially  offset  by  increased
corporate level spending.  Depreciation and amortization expense as a percentage
of sales  were  comparable  to last  year at 3.7%  primarily  as a result of new
restaurant and remodel activity,  offset by the favorable impact of higher sales
volumes.  Interest expense  decreased to 0.8% of sales compared to 0.9% of sales
last year  primarily  due to  efficiencies  resulting  from higher sales volumes
which were offset by the impact of higher debt levels.

                                       13

<PAGE>

     The  effective  tax rate for the third  quarter  of  fiscal  2002 was 35.6%
compared to 34.4% in last year's third  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 nine months of fiscal 2002 were 31.4%
of sales,  compared to 32.1% of sales last year primarily  attributable to lower
product costs.  Restaurant  labor costs  decreased to 31.6% of sales compared to
last year's 31.8% of sales primarily due to  efficiencies  resulting from higher
sales volumes. Restaurant expenses increased to 14.5% of sales compared to 14.2%
of sales last year primarily as a result of increased utility and new restaurant
pre-opening  expenses,  partially  offset by the impact of higher sales volumes.
Selling, general and administrative expense decreased to 10.1% of sales compared
to 10.3% of sales last year.  The decrease was  primarily  attributable  to less
national television marketing versus last year, media mix and 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 to 3.8% from 3.7% last year  primarily  as a result of new  restaurant
and remodel  activity,  partially offset by the favorable impact of higher sales
volumes. Interest expense was comparable to last year at 0.8% of sales primarily
attributable  to  efficiencies  resulting  from higher sales  volumes which were
offset by the impact of higher debt levels.

     The effective tax rate for the first nine months of fiscal 2002, before the
restructuring credit, was 35.2% compared to 34.8% last year. The increase in the
effective tax rate resulted  primarily  from  increases in the level of expected
annual  pre-tax  income for fiscal 2002 and reduction in certain tax  deductible
costs, partially offset by increases in annual expected tax credits.


Division Results

     Red Lobster  sales of $613.0  million  were 13.6%  above last year's  third
quarter.  Same-restaurant  sales in the  United  States  were up  12.0%  for the
quarter,  marking the seventeenth  consecutive quarter of same-restaurant  sales
increases.  Third  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. Through the first nine months of fiscal 2002,
Red Lobster sales increased 7.9% to $1.73 billion and  same-restaurant  sales in
the United States increased by 7.1%.

     Olive  Garden  sales of $481.2  million  were 13.9% above last year's third
quarter.  Same-restaurant sales in the United States increased 9.8%, marking the
thirtieth consecutive quarter of same-restaurant sales increases.  Third quarter
operating  profits  improved  over the  prior  year  primarily  as a  result  of
increased sales and lower restaurant  labor,  restaurant  expenses and marketing
expenses as a percentage of sales,  partially offset by higher food and beverage
costs as a  percentage  of sales.  Through the first nine months of fiscal 2002,
Olive Garden sales increased 9.5% to $1.39 billion and same-restaurant  sales in
the United States increased by 6.5%.

     Bahama  Breeze  produced  average  sales per  restaurant  that  continue to
rebound from the lower second  quarter  levels  experienced  when travel  safety
issues  were of most  concern.  One new opening  occurred in the third  quarter,
bringing the total number of  restaurants  in operation to 26. Three  additional
openings are scheduled in fiscal 2002.

     Restaurant  sales at Smokey Bones continue to exceed  management's  initial
expectations.  Four new  openings  occurred in the third  quarter,  bringing the
total  number of  restaurants  in  operation  to 16.  Since the end of the third
quarter,   one  new  restaurant   opened.   Two  additional   restaurants  under
construction are planned to open in fiscal 2002.

                                       14
<PAGE>




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

                              NUMBER OF RESTAURANTS
--------------------------------------------------------------------------------------------------------------------
                                                   February 24, 2002        May 27, 2001       February 25, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                      <C>                <C>

Red Lobster - USA...............................            631                     629                 623
Red Lobster - Canada............................             32                      32                  32
                                                          -----                   -----               -----
     Total......................................            663                     661                 655

Olive Garden - USA..............................            482                     472                 464
Olive Garden - Canada...........................              6                       5                   5
                                                          -----                   -----               -----
     Total......................................            488                     477                 469

Bahama Breeze...................................             26                      21                  19

Smokey Bones....................................             16                       9                   5
                                                          -----                   -----               -----

     Total......................................          1,193                   1,168               1,148
                                                          =====                   =====               =====

--------------------------------------------------------------------------------------------------------------------
</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 $229.4 million as of February 24, 2002, up from $148.4
million at May 27, 2001. The increase resulted from typical increases in seafood
inventory  levels  during the first nine months of the year due to  availability
and upcoming  promotions.  The additional  seafood is expected to be used during
the fourth quarter.

     Other assets totaled $153.2 million as of February 24, 2002, 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 $37.1 million at February 24, 2002,  decreased
from $61.8 million at May 27, 2001, primarily as a result of the purchase of the
trust owned life insurance.

     Accounts  payable of $174.4  million at February 24, 2002,  increased  from
$156.9  million  at May 27,  2001,  principally  due to the  timing and terms of
inventory purchases.

     Other current  liabilities  totaled $268.6 million as of February 24, 2002,
up from $225.0  million at May 27,  2001.  The increase is primarily a result of
net increases in employee benefit related accruals and gift card payables.

     Net noncurrent deferred income tax liabilities totaled $106.7 million as of
February  24,  2002,  up from $90.8  million at May 27,  2001.  The  increase is
primarily a result of current  income tax  deductions  for  certain  capitalized
software costs and equipment.

                                       15

<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. The Company
has a commercial  paper program that serves as its primary  source of short-term
financing.  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. 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.  As of February
24, 2002, no amounts were outstanding under the credit facility. Short-term debt
totaled  $62.7 million as of February 24, 2002, 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.

     At February 24, 2002, the Company's long-term debt consisted 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 $39.4 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.  On March 4, 2002,  the Company  issued $150.0  million of
unsecured 5.75%  medium-term  notes due in March 2007. A portion of the proceeds
from the issuance were used to repay  short-term  debt.  The remaining  proceeds
will be used to fund working capital needs. The Company has a shelf registration
on file with the SEC that  provides  for the  issuance of an  additional  $125.0
million of unsecured debt securities from time to time.

     A  summary  of  the  Company's   contractual   obligations  and  commercial
commitments as of February 24, 2002 is as follows (in thousands):
<TABLE>
<CAPTION>

-------------------------- -------------------------------------------------------------------------------------------
                                                             Payments Due by Period
-------------------------- -------------------------------------------------------------------------------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
       Contractual                             Less than            2-3                4-5               After 5
       Obligations             Total            1 Year             Years              Years               Years
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
<S>                        <C>                 <C>             <C>                  <C>                 <C>

Long-Term Debt                 $517,055        $  2,640        $        --          $300,000            $214,415
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Operating Leases                250,652          46,793             78,248            55,060              70,551
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Total Contractual Cash
Obligations                    $767,707        $ 49,433        $    78,248          $355,060            $284,966
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------



-------------------------- --------------- ---------------------------------------------------------------------------
                                                           Amount of Commitment Expiration per Period
-------------------------- --------------- ---------------------------------------------------------------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
                           Total Amounts
    Other Commercial         Committed         Less than             2-3               4-5               Over 5
       Commitments                              1 Year              Years             Years              Years
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Trade Letters of Credit        $  1,026        $  1,026        $        --          $      --           $    --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Standby Letters of
Credit (1)                       40,002          40,002                 --                 --                --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Guarantees (2)                    5,792           1,287              1,366              1,162             1,977
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Total Commercial
Commitments                    $ 46,820       $  42,315         $    1,366          $   1,162           $ 1,977
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
</TABLE>

     (1)  Includes  letters of credit for $30,000 of workers'  compensation  and
     general  liabilities  accrued  in  the  Company's   consolidated  financial
     statements;  also includes  letters of credit for $8,466 of lease  payments
     included in contractual operating lease obligation payments noted above.

     (2) Consists solely of guarantees associated with sub-leased properties.

     Net cash flows used by investing  activities included capital  expenditures
of $91.1  million for the third quarter of fiscal 2002 compared to $86.7 million
in last year's third quarter.  For the first nine months of fiscal 2002, capital
expenditures were $223.8 million,  compared to $244.7 million in the same period
last year.  The  decrease in capital  expenditures  for the first nine 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.

                                       16

<PAGE>



     Net  cash  flows  used  by  financing  activities  included  the  Company's
repurchase  of 2,791,047  shares of its common  stock for $109.0  million in the
third quarter of fiscal 2002  compared to 1,949,369  shares for $42.0 million in
last year's  third  quarter.  The Company  repurchased  5,016,639  shares of its
common stock for $170.8 million in the first nine months of fiscal 2002 compared
to 6,432,717 shares for $125.2 million in the first nine months of last year.

Critical Accounting Policies

     The Company  prepares its consolidated  financial  statements in conformity
with accounting  principles  generally accepted in the United States of America.
The  preparation  of these  financial  statements  requires  the Company 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 (see Note 1 to the Company's  Consolidated Financial
Statements  included in our Annual  Report on Form 10-K).  Actual  results could
differ from those estimates.

     Critical  accounting  policies are those that management  believes are both
most  important  to the  portrayal  of the  Company's  financial  condition  and
results,  and  require  management's  most  difficult,   subjective  or  complex
judgments,  often as a result of the need to make estimates  about the effect of
matters that are inherently uncertain. Judgments and uncertainties affecting the
application of those policies may result in materially  different  amounts being
reported under different conditions or using different assumptions.  The Company
considers  the  following  policies  to be most  critical in  understanding  the
judgments that are involved in preparing its consolidated financial statements

     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.

     The Company's accounting policies regarding land, buildings,  and equipment
include certain  management  judgments  regarding the estimated  useful lives of
such assets,  the residual values to which the assets are  depreciated,  and the
determination  as to what  constitutes  enhancing the value of or increasing the
life of existing  assets.  These judgments and estimates may produce  materially
different  amounts  of  depreciation  and  amortization  expense  that  would be
reported if different  assumptions were used. As discussed further below,  these
judgments may also impact the Company's  need to recognize an impairment  charge
on the  carrying  amount of these assets as the cash flows  associated  with the
assets are realized.

     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.

     Judgments  made by the  Company  related to the  expected  useful  lives of
long-lived  assets and the ability of the Company to realize  undiscounted  cash
flows in excess of the  carrying  amounts of such assets are affected by factors
such as the ongoing  maintenance  and  improvements  of the  assets,  changes in
economic  conditions,  and  changes in  operating  performance.  As the  Company
assesses the ongoing  expected cash flows and carrying amounts of its long-lived
assets,  these factors could cause the Company to realize a material  impairment
charge.

                                       17
<PAGE>



     Self-Insurance Reserves

     The Company self-insures a significant portion of expected losses under its
workers' compensation, employee medical, and general liability programs. Accrued
liabilities have been recorded based on the Company's  estimates of the ultimate
costs to settle incurred and incurred but not reported claims.

     The Company's accounting policies regarding self-insurance programs include
certain  management  judgments  and  actuarial  assumptions  regarding  economic
conditions,  the frequency or severity of claims and claim development patterns,
and claim reserving, management, and settlement practices. Unanticipated changes
in these factors may produce materially  different amounts of expense that would
be reported under these programs.

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  ended  February  24, 2002 and
February 25, 2001 amounted to $9.3 million and $7.3 million, respectively. Sales
incentives  included in  selling,  general  and  administrative  expense for the
thirty-nine  weeks ended  February 24, 2002 and  February  25, 2001  amounted to
$22.7 million and $20.1 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.

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.

                                       18
<PAGE>



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 February 24, 2002, 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  $2 million over a period of one year (including the impact of the
natural gas and coffee hedges discussed in Note 4 to the Consolidated  Financial
Statements).  At February  24,  2002,  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  $33  million.  The fair  value of the  Company's
long-term  fixed-rate  debt during the first nine months of fiscal 2002 averaged
approximately $487 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.

                                       19
<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 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits.

                  Exhibit 12      Computation of Ratio of Consolidated Earnings
                                  to Fixed Charges

                  Exhibit 99      Cautionary Statements Under Private Securities
                                  Litigation  Reform Act  of 1995  (incorporated
                                  herein  by  reference  to  Exhibit  99  to the
                                  Company's Annual  Report on  Form 10-K for the
                                  fiscal year ended May 27, 2001).

         (b)      Reports on Form 8-K.

                  During the third quarter, the Company filed the following
                  reports on Form 8-K:

                           On December 17, 2001, the Company filed a Form 8-K
                           dated December 13, 2001, reporting second quarter
                           earnings.

                  In addition, the Company filed the following reports on Form
                  8-K subsequent to the close of the third quarter:

                           On March 5, 2002, the Company filed a Form 8-K dated
                           March 4, 2002, reporting the issuance of $150.0
                           million 5.75% medium-term notes due March 2007.

                           On March 22, 2002, the Company filed a Form 8-K dated
                           March 21, 2002, to report third quarter earnings and
                           the declaration by the Board of Directors of a
                           3-for-2 stock split.

                           On March 27, 2002, the Company filed a Form 8-K dated
                           March 26, 2002, to report its new leadership
                           structure.



                                       20


<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:   April 9, 2002                        By: /s/ Paula J. Shives
                                              ----------------------------------
                                              Paula J. Shives
                                              Senior Vice President,
                                              General Counsel and Secretary



Dated:   April 9, 2002                        By: /s/ Clarence Otis, Jr.
                                              ----------------------------------
                                              Clarence Otis, Jr.
                                              Executive Vice President and
                                              Chief Financial Officer
                                              (Principal financial officer)



<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number            Exhibit Title

12                Computation of Ratio of Consolidated Earnings to Fixed Charges

99                Cautionary Statements Under Private Securities Litigation
                  Reform Act of 1995 (incorporated herein by reference to
                  Exhibit 99 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended May 27, 2001).


                                       22

<PAGE>







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>exhibit123rd.txt
<DESCRIPTION>FY02, THIRD QUARTER
<TEXT>



                                                                     Exhibit 12

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

                                                    Thirteen Weeks Ended              Thirty-Nine Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                               February 24,      February 25,     February 24,      February 25,
                                                   2002              2001             2002              2001
--------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>              <C>               <C>

Consolidated Earnings from Operations
   before Income Taxes.....................       $102,776           $75,491          $254,608         $208,640
Plus Fixed Charges.........................         15,305            14,583            45,237           40,205
Less Capitalized Interest..................           (886)             (833)           (2,766)          (2,558)
                                                  --------           -------        ----------       ----------
Consolidated Earnings from Operations
   before Income Taxes Available to
   Cover Fixed Charges.....................       $117,195           $89,241          $297,079         $246,287
                                                  ========           =======          ========         ========

Ratio of Consolidated Earnings to Fixed
   Charges (1).............................           7.66              6.12              6.57             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            Thirty-Nine Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                               February 24,      February 25,     February 24,      February 25,
                                                   2002              2001             2002              2001
--------------------------------------------------------------------------------------------------------------------

Consolidated Earnings from Operations,
   before Restructuring Credit and Income
   Taxes, Available to Cover Fixed Charges.      $117,195        $   89,241         $ 294,810      $  246,287
                                                 ========        ==========         =========       =========

Ratio of Consolidated Earnings, before
    Restructuring Credit, to Fixed
    Charges................................          7.66              6.12              6.52            6.13
                                                  =======        ==========         =========       =========

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


</TABLE>



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