

             As filed with the Securities and Exchange Commission on
                                 March 5, 2002.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                  March 4, 2002


                            Darden Restaurants, Inc.
             (Exact name of registrant as specified in its charter)


      Florida                          1-13666                       59-330593
(State or other jurisdiction    (Commission file number)           (IRS employer
   of incorporation)                                         identification No.)



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



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



                                 Not Applicable
          (Former name or former address, if changed since last report)



<PAGE>



Item 5.           Other Events.
                  ------------

On March 4, 2002, Darden Restaurants,  Inc. (the "Company") sold $150,000,000 of
Medium-Term  Notes,  Series A, through a group of agents  consisting  of Banc of
America Securities LLC, Wachovia Securities,  SunTrust Robinson Humphrey and The
The Williams Capital Group, L.P.

The Notes will mature on March 15,  2007,  and bear  interest at a rate of 5.75%
per annum.

The Notes will be sold at 99.770% of the principal  amount thereof,  and the net
proceeds  to the  Company,  after  agent  commissions  of .50% of the  principal
amount, will be $148,905,000.

The Notes have a  "make-whole"  redemption  option  that  allows the  Company to
redeem the Notes, in whole or in part, at the Company's  option, at any time, at
a  redemption  price as  determined  pursuant  to a formula  as set forth in the
pricing supplement relating to the Notes.

The company  intends to use the net proceeds from the sale of the Notes to repay
commercial paper and for other general corporate purposes.  As of March 4, 2002,
the Company had total commercial paper outstanding of $68.1 million.

Forward-looking  statements in this report,  including  statements regarding the
intended use of proceeds of the Notes, are made under the Safe Harbor provisions
of the  Private  Securities  Litigation  Reform Act of 1995.  Certain  important
factors could cause results to differ  materially from those  anticipated by the
forward-looking  statements,  including  the  impact  of  changing  economic  or
business  conditions,  the impact of competition,  the availability of favorable
credit and trade  terms,  the impact of changes in the cost or  availability  of
food  an  real  estate,  government  regulation,   construction  costs,  weather
conditions and other factors discussed from time to time in reports filed by the
Company with the Securities and Exchange Commission.

First Union Securities,  Inc.  ("FUSI"),  a subsidiary of Wachovia  Corporation,
conducts its investment banking,  institutional,  and capital markets businesses
under the  trade  name of  Wachovia  Securities.  Any  references  to  "Wachovia
Securities" in this report, however, do not include Wachovia Securities, Inc., a
separate  broker-dealer  subsidiary of Wachovia Corporation and sister affiliate
of FUSI which may or may not be  participating  as a separate  selling dealer in
the distribution of the Notes.

This  announcement  does not constitute an offer to sell, or the solicitation of
an offer to buy, the Notes. Such offers and sales may only be made pursuant to a
prospectus,  a copy of which can be  obtained  by  contacting  any of the agents
listed above.




                                        2


<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 hereunto duly authorized.



Dated:  March 4, 2002                              DARDEN RESTAURANTS, INC.



                                          By:      /s/ Paula J. Shives
                                                   _____________________________
                                                   Paula J. Shives
                                                   Senior Vice President
                                                   General Counsel and Secretary



























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