<SUBMISSION>
<ACCESSION-NUMBER>0000940944-02-000047
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020321
<ITEMS>5
<FILING-DATE>20020322
<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>8-K
<ACT>34
<FILE-NUMBER>001-13666
<FILM-NUMBER>02582745
</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>8-K
<SEQUENCE>1
<FILENAME>form8k_032102.txt
<DESCRIPTION>FORM 8-K, 3/21/02
<TEXT>


     As filed with the Securities and Exchange Commission on March 22, 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 21, 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 21, 2002, the Registrant  issued a news release entitled
               "Darden  Restaurants Reports 35% EPS Growth In The Third Quarter;
               Board  Declares  3-For-2  Stock Split," and a copy is being filed
               herewith as Exhibit 99.


Item 7.        Financial Statements and Exhibits.
               ---------------------------------

               (c)      Exhibits.

                        Exhibit Number
                        (by reference to
                         Item 601 of
                         Regulation S-K)     Description
                         --------------      -----------

                                 99        Press  Release  dated March 21, 2002,
                                           entitled "Darden Restaurants  Reports
                                           35% EPS  Growth In The Third Quarter;
                                           Board Declares  3-For-2 Stock Split."






















                                        2



                                   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 21, 2002                                 DARDEN RESTAURANTS, INC.



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



























                                        3


                                INDEX TO EXHIBITS


Exhibit Number           Description of Exhibit
--------------           ----------------------

      99                 Press Release dated March 21, 2002, entitled Darden
                         Restaurants Reports 35% EPS Growth In The Third
                         Quarter; Board Declares 3-For-2 Stock Split."































                                        4




<PAGE>


                                                                     EXHIBIT 99

[OBJECT OMITTED]

Red Lobster(R)Olive Garden(R)Bahama Breeze(R)Smokey Bones BBQ(R)
   www.darden.com
                                                      NEWS/INFORMATION
                                                      Corporate Relations
                                                      P.O. Box 593330
                                                      Orlando, FL  32859
                                       Contacts:
                                       (Analysts) Matthew Stroud  (407) 245-5550
                                       (Media)    Rick Walsh      (407) 245-5366
FOR RELEASE
March 21, 2002
4:30 PM EST

         DARDEN RESTAURANTS REPORTS 35% EPS GROWTH IN THE THIRD QUARTER;
                       BOARD DECLARES 3-FOR-2 STOCK SPLIT

ORLANDO, FL -Darden  Restaurants,  Inc. today reported that exceptionally strong
same-restaurant sales growth at Red Lobster and Olive Garden led to record third
quarter  earnings per diluted share of 54 cents, a 35% increase from prior year.
Total sales were $1.1 billion for the quarter ending  February 24, 2002, a 14.7%
increase over the prior year.  Last year, the Company's  third quarter  earnings
per diluted share were 40 cents on total sales of $988.6 million.

Darden also reported that its Board of Directors approved a 3-for-2 stock split,
which will take the form of a 50% stock dividend to shareholders of record as of
the close of business  on April 10,  2002,  with a payable  date of May 1, 2002.
Cash will be paid in lieu of  fractional  shares.  Common share and earnings per
share data  included in this release  have not been  adjusted for the impacts of
the  stock  split.  The Board of  Directors  also  declared  a 4 cents per share
dividend  to be paid on a pre-split  basis on May 1, 2002,  to  shareholders  of
record on April 10, 2002.

"This has been an extraordinary quarter,  substantially  exceeding our long-term
financial goals," said Joe R. Lee, Chairman and Chief Executive Officer. "We had
all-time  third quarter  highs in sales and  earnings,  despite the economic and
social uncertainty the nation continued to face. Our results demonstrate that we
operate in a strong  industry,  and that we have a powerful  combination  of the
right  brands,  strategies  and  people  to  offer  consumers  excellent  dining
experiences at great value. Red Lobster and Olive Garden's same-restaurant sales
results for the quarter are testaments to their teams' operating  excellence and
success in building and  maintaining  consumer  trust.  Bahama Breeze and Smokey
Bones BBQ Sports Bar also have terrific teams who have generated  great consumer
excitement,  and they are  committed to sustained  operating  excellence as they
expand.  I believe  Darden is firmly on a path to becoming  the best  company in
casual dining, now and for generations."

                                     -MORE-


<PAGE>


                                                                  -2-

Highlights for the quarter ended February 24, 2002, include the following:

o    Earnings after  tax for the quarter  were  $66.2  million,  or 54 cents per
     diluted share,  on sales of $1.1  billion.  Last year,  earnings  after tax
     in the third quarter were $49.5 million,  or  40  cents per diluted  share,
     on sales of $988.6 million.

o    Red Lobster led Darden  with  a 12.0% same-restaurant sales increase in the
     quarter, its 17th consecutive quarter of same-restaurant sales gains.

o    Olive Garden reported its 30th consecutive quarter of same-restaurant sales
     growth, with a 9.8% increase.

o    Bahama  Breeze opened one new restaurant during the third quarter, bringing
     the total  open to 26, and plans to open three more restaurants this fiscal
     year.

o    Smokey Bones  BBQ  Sports Bar  opened  four  restaurants  during  the third
     quarter, and one since the quarter ended,  bringing  the total in operation
     to 17. Smokey  Bones  BBQ  plans  to open two more restaurants  this fiscal
     year.

o    The Company purchased  almost 2.8 million shares of its common stock in the
     quarter.

Operating Highlights

RED LOBSTER'S third quarter sales of $613.0 million were 13.6% above prior year,
driven by its 12.0%  increase  in  same-restaurant  sales - the  company's  17th
consecutive  quarter of  same-restaurant  sales growth.  Last year,  Red Lobster
reported third quarter  same-restaurant  sales growth of 5.5%. This year's sales
increase was primarily the result of same-restaurant  guest count growth. Guests
responded favorably to an attractive "All You Can Eat Shrimp" feature, which was
priced at $12.99,  and to the improvements in the Red Lobster dining experience.
The increased sales, and lower food costs and marketing expenses as a percent of
sales,  enabled  Red Lobster to achieve  strong  double-digit  operating  profit
growth.

"It was another tremendous quarter at Red Lobster," said Dick Rivera,  President
of Red Lobster.  "During this demanding  period for our nation and our industry,
the entire Red Lobster crew remained  focused on our strategy of offering guests
a fresh  approach to casual  dining,  featuring  great  seafood,  good times and
hospitality.  The strong  sales and traffic  growth we enjoyed  this quarter are
powerful  evidence  of the  wonderful  job our crew is doing to  deliver on that
strategy."

OLIVE  GARDEN'S  third  quarter  sales of $481.2  million were 13.9% above prior
year, propelled by strong same-restaurant sales growth and the company's renewed
focus on new  restaurant  growth.  Olive  Garden's  9.8%  same-restaurant  sales
increase  for  the  quarter   represented  its  30th   consecutive   quarter  of
comparable-restaurant  sales  growth,  and follows a 5.6%  increase in the third
quarter last year.  Olive Garden also  operated 19 more  restaurants  during the
quarter than in the same period last

                                     -MORE-


<PAGE>



                                       -3-

year.  The healthy  increase  in sales from both  existing  restaurants  and new
restaurants  combined with lower labor,  restaurant and marketing  expenses as a
percent of sales to produce strong double-digit operating profit growth.

"We had another  fabulous  quarter," said Brad Blum,  President of Olive Garden.
"I'm  so  proud  of how  well  our  teams  have  responded  to what  has  been a
challenging  business  environment.  Olive Garden is a  distinctive  and trusted
brand.  We are doing a better job than ever of  providing  guests with a genuine
Italian dining experience.  Our team truly believes that `When you are here, you
are family',  and it shows in the  extraordinary  food,  service and  atmosphere
guests are experiencing in our restaurants."

BAHAMA BREEZE opened a new restaurant in Troy, MI (Detroit), during the quarter.
It now  operates 26  restaurants  in 17  markets,  and three more  openings  are
scheduled for this fiscal year.  Average  sales per  restaurant at Bahama Breeze
continued to rebound  from the lower  second  quarter  levels  experienced  when
travel safety concerns were most acute.

SMOKEY BONES BBQ SPORTS BAR opened four more  restaurants  in the third quarter,
bringing  the total  number in  operation at quarter end to 16. Since the end of
the quarter,  a new restaurant  has opened in Bowling Green,  KY. Two additional
restaurants currently under construction are expected to open this fiscal year.


Other Actions

Darden  continued  its buyback of common  stock,  purchasing  nearly 2.8 million
shares in the third quarter.  Cumulatively,  since the initial  authorization of
its  repurchase  program in December  1995,  the Company  has  repurchased  57.5
million shares from a total authorization of 64.6 million shares.

February 2002 Same-Restaurant Sales Results

Darden also reported  same-restaurant  sales results for the four-week  February
fiscal month that ended February 24, 2002.  This period is the last month of the
Company's fiscal 2002 third quarter.

Same-restaurant  sales  at  Red  Lobster  were  up 12% to  13%  for  the  month,
reflecting a 7% to 8% increase in guest  counts,  a 2% to 3% increase in pricing
and a 2% to 3% increase because of menu mix changes.  In the beginning of fiscal
February,  Red  Lobster  featured  its "All You Can Eat Shrimp"  promotion.  The
offering,  which was priced at $12.99,  started on January 7 and ended  February
10. On  February  18,  Red  Lobster  began its  popular  Lobsterfest  promotion.
Lobsterfest  started a week  earlier  this year than last year,  when the entire
promotion took place in the fiscal fourth quarter. In fiscal February last year,
Red  Lobster ran its "Pound of Crab for $10.99"  promotion  and  same-restaurant
sales were up 5% to 6%.


                                     -MORE-


<PAGE>



                                       -4-

Same-restaurant  sales were up 6% to 7% at Olive  Garden  for  fiscal  February,
driven by a 2% to 3%  increase in guest  counts,  a 2% to 3% increase in pricing
and a 1% increase from menu mix changes. This year on February 3rd, Olive Garden
concluded its advertising of the Culinary Institute in Italy featuring Executive
Chef  Neri and her  "Tortelloni  di  Fizzano"  priced at  $8.95.  The  company's
"Seafood  Alfredo and Chicken Alfredo" feature began on February 18 and will run
through  March 31, 2002. In fiscal  February of last year,  Olive Garden had two
features, "Chicken Scampi" for $8.95 and "Seafood and Chicken Alfredo" without a
price point, and its same-restaurant sales increased 6% to 7%.

At the end of its fiscal third quarter,  Darden  Restaurants,  Inc., in Orlando,
FL, owned and operated 1,193 Red Lobster, Olive Garden, Bahama Breeze and Smokey
Bones BBQ Sports Bar restaurants in North America.

Forward-looking statements in this news release, if any, 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 and 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.


                            DARDEN RESTAURANTS, INC.
                              NUMBER OF RESTAURANTS


        02/25/01                                                        02/24/02
        --------                                                        --------
             623               Red Lobster USA                               631
              32               Red Lobster Canada                             32
              --                                                              --
             655               Total Red Lobster                             663

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

              19               Bahama Breeze                                  26

               5               Smokey Bones BBQ                               16
          ------                                                           -----

           1,148               Total Restaurants                           1,193


                                      -END-



<PAGE>


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

                                                                  13 Weeks Ended                          39 Weeks Ended

                                                             2/24/2002          2/25/2001              2/24/2002          2/25/2001
<S>                                                         <C>                 <C>                   <C>                <C>
                                                             ---------          ---------              ---------          ---------
Sales                                                       $1,134,388           $988,635             $3,229,382         $2,938,798
Costs and Expenses:
  Cost of sales:
     Food and beverage                                         350,310            313,242              1,015,204            942,640
     Restaurant labor                                          358,327            313,930              1,020,134            935,469
     Restaurant expenses                                       160,710            141,897                468,518            417,198
       Total Cost of Sales                                     869,347            769,069              2,503,856          2,295,307
  Selling, general and administrative                          111,284             98,455                324,379            303,755
  Depreciation and amortization                                 41,865             37,092                122,436            108,517
  Interest, net                                                  9,116              8,528                 26,372             22,579
  Restructuring credit (1)                                                                                -2,269
           Total Costs and Expenses                          1,031,612            913,144              2,974,774          2,730,158
Earnings before Income Taxes                                   102,776             75,491                254,608            208,640
Income Taxes                                                   -36,556            -25,964                -89,769            -72,651
Net Earnings                                                   $66,220            $49,527               $164,839           $135,989

Net Earnings per Share (2):
  Basic                                                          $0.57              $0.41                  $1.41              $1.13
  Diluted                                                        $0.54              $0.40                  $1.34              $1.10

Average Number of Common Shares Outstanding (2):
  Basic                                                        116,700            119,800                116,900            120,400
  Diluted                                                      123,000            124,000                122,600            124,100

Note:
(1) Earnings before restructuring credit were as follows:

                                                                  13 Weeks Ended                           39 Weeks Ended

                                                             2/24/2002          2/25/2001              2/24/2002          2/25/2001
                                                             ---------          ---------              ---------          ---------
Pretax Earnings before Restructuring Credit                   $102,776            $75,491               $252,339           $208,640
Income Taxes                                                   -36,556            -25,964                -88,894            -72,651

Earnings before Restructuring Credit                           $66,220            $49,527               $163,445           $135,989


Earnings per Share before Restructuring Credit (2):
  Basic                                                          $0.57              $0.41                  $1.40              $1.13
  Diluted                                                        $0.54              $0.40                  $1.33              $1.10

(2)  Common share and earnings per share data have not been adjusted for the
     impact of the stock split payable on May 1, 2002 to shareholders of record
     on April 10, 2002.

</TABLE>
<PAGE>



                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                              (Unaudited)                        (Unaudited)
                                                                                2/24/2002                          5/27/2001
<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>
<PAGE>





                            DARDEN RESTAURANTS, INC.
                   THIRD QUARTER FY 2002 FINANCIAL HIGHLIGHTS
                      (In Millions, Except per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                 13 Weeks Ended                            39 Weeks Ended

                                                             2/24/2002          2/25/2001              2/24/2002          2/25/2001
                                                             ---------          ---------              ---------          ---------
<S>                                                          <C>                <C>                    <C>                <C>

Sales                                                         $1,134.4             $988.6               $3,229.4           $2,938.8

Net Earnings (1)                                                 $66.2              $49.5                 $164.8             $136.0

Net Earnings per Share (1) (2):
  Basic                                                          $0.57              $0.41                  $1.41              $1.13
  Diluted                                                        $0.54              $0.40                  $1.34              $1.10

Average Number of Common Shares Outstanding (2):
  Basic                                                          116.7              119.8                  116.9              120.4
  Diluted                                                        123.0              124.0                  122.6              124.1

Note:
(1) Earnings before restructuring credit were as follows:

Earnings before Restructuring Credit                             $66.2              $49.5                 $163.4             $136.0

Earnings per Share before Restructuring Credit (2):
   Basic                                                         $0.57              $0.41                  $1.40              $1.13
   Diluted                                                       $0.54              $0.40                  $1.33              $1.10

(2)  Common share and earnings per share data have not been adjusted for the
     impact of the stock split payable on May 1, 2002 to shareholders of record
     on April 10, 2002.


</TABLE>
<PAGE>





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