<SUBMISSION>
<ACCESSION-NUMBER>0000940944-03-000002
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20021124
<FILING-DATE>20030108
<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>03508018
</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_010703.txt
<DESCRIPTION>FORM 10Q, JAN.7, 2003, 2ND QUARTER 2003
<TEXT>


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

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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                    FORM 10-Q

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


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

                For the quarterly period ended November 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  outstanding  as of  January  2,  2003:
170,931,152 (excluding 89,520,641 shares held in our 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 and Accumulated
                  Other Comprehensive Income                                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             11

         Item 3.  Quantitative and Qualitative Disclosures
                  About Market Risk                                         18

         Item 4.  Controls and Procedures                                   18

Part II -         Other Information

         Item 1.  Legal Proceedings                                         19

         Item 4.  Submission of Matters to a Vote of Security Holders       19

         Item 5.  Other Information                                         20

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


Signatures                                                                  21

Certifications                                                              21

Index to Exhibits                                                           24

                                       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>

                                                                                  Quarter Ended
 -------------------------------------------------------------------------------------------------------------------
                                                                   November 24, 2002         November 25, 2001
 -------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                       <C>

 Sales........................................................         $1,071,531                $1,007,081
 Costs and Expenses:
    Cost of sales:
      Food and beverage.......................................            330,954                   321,302
      Restaurant labor........................................            353,774                   328,361
      Restaurant expenses.....................................            169,889                   151,096
                                                                         --------                  --------
        Total Cost of Sales...................................         $  854,617                $  800,759
    Selling, general, and administrative......................            103,892                   102,293
    Depreciation and amortization.............................             45,930                    41,061
    Interest, net.............................................             10,729                     8,982
    Restructuring credit and asset impairment.................                143                    (2,269)
                                                                         --------                  --------
          Total Costs and Expenses............................         $1,015,311                $  950,826
                                                                        ---------                  --------

 Earnings before Income Taxes.................................             56,220                    56,255
 Income Taxes.................................................            (18,742)                  (19,792)
                                                                         --------                  --------

 Net Earnings.................................................         $   37,478                $   36,463
                                                                         ========                  ========

 Net Earnings per Share:
    Basic.....................................................         $     0.22                $     0.21
                                                                         ========                  ========
   Diluted...................................................          $     0.21                $     0.20
                                                                         ========                  ========


 Average Number of Common Shares Outstanding:
    Basic.....................................................            170,900                   175,100
                                                                         ========                  ========
    Diluted...................................................            178,700                   182,900
                                                                         ========                  ========



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

                                                                                Six Months Ended
--------------------------------------------------------------------------------------------------------------------
                                                                  November 24, 2002          November 25, 2001
--------------------------------------------------------------------------------------------------------------------

<S>                                                                    <C>                       <C>
Sales.......................................................           $2,246,096                $2,080,491
Costs and Expenses:
   Cost of sales:
     Food and beverage......................................              696,190                   664,894
     Restaurant labor.......................................              723,136                   661,807
     Restaurant expenses....................................              338,466                   302,346
                                                                        ---------                 ---------
       Total Cost of Sales..................................           $1,757,792                $1,629,047
   Selling, general, and administrative.....................              210,883                   204,054
   Depreciation and amortization............................               91,071                    80,571
   Interest, net............................................               20,982                    17,256
   Restructuring credit and asset impairment................                  143                    (2,269)
                                                                        ---------                 ---------
         Total Costs and Expenses...........................           $2,080,871                $1,928,659
                                                                        ---------                 ---------

Earnings before Income Taxes................................              165,225                   151,832
Income Taxes................................................              (55,861)                  (53,213)
                                                                        ---------                 ---------

Net Earnings................................................           $  109,364                $   98,619
                                                                        =========                 =========

Net Earnings per Share:
   Basic....................................................           $     0.64                $     0.56
                                                                        =========                 =========

   Diluted..................................................           $     0.61                $     0.54
                                                                        =========                 =========


Average Number of Common Shares Outstanding:
   Basic....................................................              171,300                   175,600
                                                                        =========                 =========
   Diluted..................................................              179,300                   183,300
                                                                        =========                 =========

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

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>




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

--------------------------------------------------------------------------------------------------------------------
                                                                  November 24, 2002            May 26, 2002
--------------------------------------------------------------------------------------------------------------------

                            ASSETS
<S>                                                                  <C>                         <C>
Current Assets:
   Cash and cash equivalents.................................        $     20,880                $  152,875
   Short-term investments....................................                  --                     9,904
   Receivables...............................................              32,415                    29,089
   Inventories...............................................             231,814                   172,413
   Assets held for disposal..................................              10,087                    10,047
   Prepaid expenses and other current assets.................              17,424                    23,076
   Deferred income taxes.....................................              46,966                    52,127
                                                                        ---------                 ---------
       Total Current Assets..................................         $   359,586                $  449,531
Land, Buildings, and Equipment...............................           2,039,977                 1,920,768
Other Assets.................................................             162,549                   159,437
                                                                        ---------                 ---------

       Total Assets..........................................          $2,562,112                $2,529,736
                                                                        =========                 =========

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable..........................................         $   165,625               $   160,064
   Accrued payroll...........................................              73,696                    87,936
   Accrued income taxes......................................              52,190                    68,504
   Other accrued taxes.......................................              31,271                    30,474
   Other current liabilities.................................             247,200                   254,036
                                                                        ---------                 ---------
       Total Current Liabilities.............................         $   569,982               $   601,014
Long-term Debt...............................................             659,656                   662,506
Deferred Income Taxes........................................             125,091                   117,709
Other Liabilities............................................              19,060                    19,630
                                                                        ---------                 ---------
       Total Liabilities.....................................          $1,373,789                $1,400,859
                                                                        ---------                 ---------

Stockholders' Equity:
   Common stock and surplus..................................          $1,501,787                $1,474,054
   Retained earnings.........................................             863,253                   760,684
   Treasury stock............................................          (1,114,668)               (1,044,915)
   Accumulated other comprehensive income....................             (13,774)                  (12,841)
   Unearned compensation.....................................             (46,594)                  (46,108)
   Officer notes receivable..................................              (1,681)                   (1,997)
                                                                        ---------                 ---------
       Total Stockholders' Equity............................          $1,188,323                $1,128,877
                                                                        ---------                 ---------

       Total Liabilities and Stockholders' Equity............          $2,562,112                $2,529,736
                                                                        =========                 =========

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

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                            DARDEN RESTAURANTS, INC.
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
                     ACCUMULATED OTHER COMPREHENSIVE INCOME
        For the Six Months Ended November 24, 2002 and November 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 26, 2002..........$1,474,054   $760,684 $(1,044,915)   $(12,841)      $(46,108)      $(1,997)   $1,128,877
Comprehensive income:
   Net earnings..................        --    109,364          --          --             --            --       109,364
   Other comprehensive income:
       Foreign currency
         adjustment..............        --         --          --        (668)            --            --          (668)
       Change in fair value of
         derivatives, net of
         tax of $78..............        --         --          --        (265)            --            --          (265)
                                                                                                                 -------------
           Total comprehensive
            income...............        --         --          --          --             --            --       108,431
Cash dividends declared..........        --     (6,795)         --          --             --            --        (6,795)
Stock option exercises (1,406
  shares)........................    12,183         --       1,030          --             --            --        13,213
Issuance of restricted stock
  (197 shares), net of forfeiture
  adjustments....................     4,857         --         507          --         (5,364)           --            --
Earned compensation..............        --         --          --          --          1,883            --         1,883
ESOP note receivable repayments..        --         --          --          --          2,995            --         2,995
Income tax benefits credited to
  equity.........................     8,453         --          --          --             --            --         8,453
Purchases of common stock for
  treasury (3,222 shares)........        --         --     (72,069)         --             --            --       (72,069)
Issuance of treasury stock under
  Employee Stock Purchase and
  other plans (130 shares).......     2,240         --         779          --             --            --         3,019
Repayment of officer notes, net..        --         --          --          --             --           316           316
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Balance at November 24, 2002     $1,501,787   $863,253 $(1,114,668)   $(13,774)      $(46,594)      $(1,681)   $1,188,323
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------

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

Balance at May 27, 2001..........$1,405,799   $532,121   $(840,254)   $(13,102)      $(49,322)      $(1,924)   $1,033,318
Comprehensive income:
  Net earnings...................        --     98,619          --          --             --            --        98,619
  Other comprehensive income:
    Foreign currency adjustment..        --         --          --        (701)            --            --          (701)
    Change in fair value of
      derivatives, net of tax
      of $37.....................        --         --          --        (128)            --            --          (128)
                                                                                                              ---------------
        Total comprehensive
          income.................        --         --          --          --             --            --        97,790
Cash dividends declared..........        --     (4,637)         --          --             --            --        (4,637)
Stock option exercises (483
  shares)........................    18,108         --         619          --             --            --        18,727
Issuance of restricted stock
  (314 shares), net of forfeiture
  adjustments....................     4,648         --         658          --         (5,318)           --           (12)
Earned compensation..............        --         --          --          --          2,047            --         2,047
ESOP note receivable repayments..        --         --          --          --          3,760            --         3,760
Income tax benefits credited to
  equity.........................    10,677         --          --          --             --            --        10,677
Purchases of common stock for
  treasury (3,339 shares)........        --         --     (61,866)         --             --            --       (61,866)
Issuance of treasury stock under
  Employee Stock Purchase and
  other plans (128 shares).......     1,149         --         854          --             --            --         2,003
Issuance of officer notes, net...        --         --          --          --             --           (35)          (35)
-----------------------------------------------------------------------------------------------------------------------------
Balance at November 25, 2001     $1,440,381   $626,103   $(899,989)   $(13,931)      $(48,833)      $(1,959)   $1,101,772
-----------------------------------------------------------------------------------------------------------------------------

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

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>



                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Quarter Ended
--------------------------------------------------------------------------------------------------------------------
                                                                     November 24, 2002        November 25, 2001
--------------------------------------------------------------------------------------------------------------------

<S>                                                                      <C>                    <C>
Cash Flows--Operating Activities
   Net earnings...................................................       $    37,478            $     36,463
   Adjustments to reconcile net earnings to cash flows:
     Depreciation and amortization................................            45,930                  41,061
     Amortization of unearned compensation and loan costs.........             1,769                   1,743
     Change in current assets and liabilities.....................          (104,220)               (122,451)
     Change in other liabilities .................................              (154)                   (129)
     Loss on disposal of land, buildings, and equipment...........             1,009                   1,428
     Change in cash surrender value of trust owned life insurance                188                     830
     Deferred income taxes........................................            10,708                   1,341
     Income tax benefits credited to equity.......................             4,407                   3,446
     Non-cash restructuring credit and asset impairment...........               143                  (2,269)
     Non-cash compensation expense................................               707                      --
     Other, net...................................................                (1)                   (332)
                                                                            --------              ----------
       Net Cash Used by Operating Activities......................       $    (2,036)           $    (38,869)
                                                                            --------              ----------

Cash Flows--Investing Activities
   Purchases of land, buildings, and equipment....................          (101,917)                (72,496)
   Increase in other assets.......................................              (449)                 (6,604)
   Proceeds from maturity of short-term investments...............            10,000                      --
   Proceeds from disposal of land, buildings, and
     equipment (including assets held for disposal)...............             2,055                   2,140
                                                                            --------              ----------
       Net Cash Used by Investing Activities......................       $   (90,311)           $    (76,960)
                                                                            --------              ----------

Cash Flows--Financing Activities
   Proceeds from issuance of common stock.........................             8,945                   8,355
   Dividends paid.................................................            (6,795)                 (4,637)
   Purchases of treasury stock....................................           (25,999)                (10,670)
   ESOP note receivable repayment.................................             1,520                   1,735
   Increase in short-term debt....................................                --                 107,000
   Repayment of long-term debt....................................            (1,520)                 (1,735)
                                                                            --------              ----------
       Net Cash (Used by) Provided by Financing Activities........       $   (23,849)           $    100,048
                                                                            --------              ----------

Decrease in Cash and Cash Equivalents.............................          (116,196)                (15,781)
Cash and Cash Equivalents - Beginning of Period...................           137,076                  35,780
                                                                            --------              ----------
Cash and Cash Equivalents - End of Period.........................       $    20,880            $     19,999
                                                                            ========              ==========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables....................................................            (5,062)                   (504)
   Inventories....................................................           (51,224)                (55,124)
   Prepaid expenses and other current assets......................              (850)                  1,776
   Accounts payable...............................................           (15,556)                (38,642)
   Accrued payroll................................................              (168)                  3,258
   Accrued income taxes...........................................           (33,005)                (33,218)
   Other accrued taxes............................................            (2,679)                 (3,591)
   Other current liabilities......................................             4,324                   3,594
                                                                            --------              ----------
       Change in Current Assets and Liabilities...................       $  (104,220)           $   (122,451)
                                                                            ========              ==========

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

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>


                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Six Months Ended
--------------------------------------------------------------------------------------------------------------
                                                                     November 24, 2002    November 25, 2001
--------------------------------------------------------------------------------------------------------------

<S>                                                                          <C>               <C>
Cash Flows--Operating Activities
   Net earnings....................................................          $ 109,364         $    98,619
   Adjustments to reconcile net earnings to cash flows:
     Depreciation and amortization.................................             91,071              80,571
     Amortization of unearned compensation and loan costs..........              3,544               3,637
     Change in current assets and liabilities......................            (88,232)           (112,547)
     Change in other liabilities ..................................               (570)               (400)
     Loss on disposal of land, buildings, and equipment............              1,946               2,661
     Change in cash surrender value of trust owned life insurance..              3,020                 830
     Deferred income taxes.........................................             12,543               2,454
     Income tax benefits credited to equity........................              8,453              10,677
     Non-cash restructuring credit and asset impairment............                143              (2,269)
     Non-cash compensation expense.................................                707                  --
     Other, net....................................................               (295)               (139)
                                                                              --------            --------
       Net Cash Provided by Operating Activities...................          $ 141,694         $    84,094
                                                                              --------            --------

Cash Flows--Investing Activities
   Purchases of land, buildings, and equipment.....................           (212,162)           (132,682)
   Increase in other assets........................................             (4,693)            (13,195)
   Purchase of trust owned life insurance..........................             (6,000)            (31,500)
   Proceeds from maturity of short-term investments................             10,000                  --
   Proceeds from disposal of land, buildings, and
    equipment (including assets held for disposal).................              2,505               2,509
                                                                              --------            --------
       Net Cash Used by Investing Activities.......................          $(210,350)        $  (174,868)
                                                                              --------            --------

Cash Flows--Financing Activities
   Proceeds from issuance of common stock..........................             15,525              20,523
   Dividends paid..................................................             (6,795)             (4,637)
   Purchases of treasury stock.....................................            (72,069)            (61,866)
   ESOP note receivable repayment..................................              2,995               3,760
   Increase in short-term debt.....................................                 --              95,000
   Repayment of long-term debt.....................................             (2,995)             (3,767)
   Payment of loan costs...........................................                 --                 (54)
                                                                              --------            --------
       Net Cash (Used by) Provided by Financing Activities.........          $ (63,339)        $    48,959
                                                                              --------            --------

Decrease in Cash and Cash Equivalents..............................           (131,995)            (41,815)
Cash and Cash Equivalents - Beginning of Period....................            152,875              61,814
                                                                              --------            --------

Cash and Cash Equivalents - End of Period..........................          $  20,880         $    19,999
                                                                              ========            ========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables.....................................................             (3,326)              8,291
   Inventories.....................................................            (59,401)            (78,367)
   Prepaid expenses and other current assets.......................               (821)              2,235
   Accounts payable................................................              5,561             (24,475)
   Accrued payroll.................................................            (14,240)            (14,812)
   Accrued income taxes............................................            (16,314)             (9,797)
   Other accrued taxes.............................................                797                (968)
   Other current liabilities.......................................               (488)              5,346
                                                                              --------            --------
       Change in Current Assets and Liabilities....................          $ (88,232)        $  (112,547)
                                                                              ========            ========

--------------------------------------------------------------------------------------------------------------
</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. 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 us  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  They do not include  certain  information  and  footnotes
required by  accounting  principles  generally  accepted in the United States of
America  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
quarter and six months ended November 24, 2002, are not  necessarily  indicative
of the results that may be expected for the fiscal year ending May 25, 2003.

     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  fiscal  year  ended  May 26,  2002.  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 quarter and six months ended  November 24, 2002, we paid $12,360
and $18,958, respectively, for interest (net of amounts capitalized) and $36,686
and $51,285,  respectively,  for income taxes. During the quarter and six months
ended November 25, 2001, we paid $7,642 and $15,138,  respectively, for interest
(net of amounts capitalized) and $48,433 and $50,053,  respectively,  for income
taxes.

Note 3.  Net Earnings Per Share

     Outstanding  stock options granted by us 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  4,188,964  and  51,702  shares of common  stock were
excluded  from the  calculation  of diluted  earnings per share for the quarters
ended  November  24, 2002 and November 25,  2001,  respectively,  because  their
exercise  prices  exceeded  the average  market  price of common  shares for the
period.  Options to purchase  4,188,964 and 110,879  shares of common stock were
excluded from the  calculation of diluted  earnings per share for the six months
ended  November  24, 2002 and  November  25,  2001,  respectively,  for the same
reason.

Note 4.  Stockholders' Equity

     Pursuant  to our  stock  repurchase  program,  under  which  our  Board  of
Directors  has  authorized  the  repurchase  of  up  to  115,400,000  shares  in
accordance  with applicable  securities  regulations,  we repurchased  1,176,880
shares of our common stock for $25,999 in the quarter  ended  November 24, 2002,
resulting  in a  cumulative  repurchase  as of November  24, 2002 of  90,968,466
shares.  Our stock  repurchase  program is used 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.

Note 5.  Accounting Change

     In August 2001,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement of Financial  Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supersedes  SFAS No.
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 No. 121. SFAS No. 144 also  establishes a
single  accounting  model for long-lived  assets to be disposed of by sale. SFAS
No. 144 is effective for financial  statements issued for fiscal years beginning
after  December  15,  2001,  and its  provisions  are  generally  to be  applied
prospectively.  We  adopted  SFAS No. 144 in the first  quarter of fiscal  2003.
Adoption of SFAS No. 144 did not materially  impact our  consolidated  financial
statements.

                                       9
<PAGE>


     During the quarter and six months ended  November 24, 2002, we sold certain
assets held for disposal for a loss of $143 in excess of the original write-down
amount.

Note 6.  Future Application of Accounting Standards

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." SFAS No. 146 provides guidance on
the recognition and measurement of liabilities for costs associated with exit or
disposal  activities.  SFAS No. 146 is effective for exit or disposal activities
that are initiated  after  December 31, 2002. We adopted SFAS No. 146 in January
of fiscal 2003 and do not expect its provisions to have a material impact on our
consolidated financial statements.

     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  including  Indirect
Guarantees  of  Indebtedness  of  Others."   Interpretation  No.  45  supersedes
Interpretation  No. 34,  "Disclosure of Indirect  Guarantees of  Indebtedness of
Others," and provides  guidance on the recognition and disclosures to be made by
a guarantor in its interim and annual financial statements about its obligations
under certain guarantees.  The initial recognition and measurement provisions of
Interpretation  No. 45 are effective  for  guarantees  issued or modified  after
December  31,  2002,  and  are  to  be  applied  prospectively.  The  disclosure
requirements  are  effective  for  financial  statements  for  interim or annual
periods  ending after  December 15, 2002.  We adopted  Interpretation  No. 45 in
January  of fiscal  2003 and do not  expect  its  provisions  to have a material
impact on our consolidated financial statements.

     In November 2002, the FASB's  Emerging  Issues Task Force (EITF)  discussed
Issue No. 02-16,  "Accounting by a Reseller for Cash Consideration Received from
a  Vendor."  Issue  No.  02-16  provides  guidance  on the  recognition  of cash
consideration received by a customer from a vendor. The consensus reached by the
EITF in November 2002 is effective for fiscal periods  beginning  after December
15, 2002. Income statements for prior periods are required to be reclassified to
comply with the  consensus.  Adoption of the consensus  reached in November 2002
related to Issue No. 02-16 is not expected to materially impact our consolidated
financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure."  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock-Based  Compensation," and provides  alternative methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  SFAS No. 148 also amends the disclosure
requirements of SFAS No. 123 to require more prominent and frequent  disclosures
in  financial  statements  about the effects of  stock-based  compensation.  The
transition  guidance  and  annual  disclosure  provisions  of  SFAS  No.148  are
effective for financial statements issued for fiscal years ending after December
15, 2002. The interim disclosure  provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002.  Adoption  of SFAS  No.  148 is not  expected  to  materially  impact  our
consolidated financial statements.

                                       10
<PAGE>



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

     The following  table sets forth selected  operating data as a percentage of
sales  for  the  periods   indicated.   All  information  is  derived  from  the
consolidated  statements  of  earnings  for the  quarter  and six  months  ended
November 24, 2002 and November 25, 2001.

<TABLE>
<CAPTION>

                                                         Quarter Ended                   Six Months Ended
----------------------------------------------------------------------------------------------------------------------
                                                November 24,       November 25,     November 24,      November 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               31.9              31.0             32.0
     Restaurant labor..........................     33.0               32.6              32.2             31.8
     Restaurant expenses.......................     15.9               15.0              15.1             14.5
                                                   -----              -----             -----            -----
       Total Cost of Sales.....................     79.8%              79.5%             78.3%            78.3%
   Selling, general, and administrative........      9.7               10.1               9.4              9.8
   Depreciation and amortization...............      4.3                4.1               4.0              3.9
   Interest, net...............................      1.0                0.9               0.9              0.8
   Restructuring credit and asset impairment...       --               (0.2)               --             (0.1)
                                                   -----              -----             -----            -----
         Total Costs and Expenses..............     94.8%              94.4%             92.6%            92.7%
                                                   -----              -----             -----            -----

Earnings before Income Taxes...................      5.2                5.6               7.4              7.3
Income Taxes...................................     (1.7)              (2.0)             (2.5)            (2.6)
                                                   -----              -----             -----            -----

Net Earnings...................................      3.5%               3.6%              4.9%             4.7%
                                                   =====              =====             =====            =====

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

SALES

     Sales were $1.07 billion and $1.01 billion for the quarters  ended November
24, 2002 and November 25, 2001, respectively.

     The 6.4 percent  increase in sales for the second quarter of fiscal 2003 as
compared to the second  quarter of fiscal 2002 was  primarily  due to  increased
annual  same-restaurant sales in the U.S. and a net increase of 54 company-owned
restaurants since the second quarter of fiscal 2002. Red Lobster sales of $549.2
million were 3.5 percent above last year's second quarter. U.S.  same-restaurant
sales for Red Lobster  increased  2.3  percent,  primarily  as a result of a 2.5
percent  increase in average  check and a 0.2 percent  decrease in guest counts.
Red Lobster enjoyed strong November sales growth, partially offsetting the sales
softness it  experienced  during  September  and October of fiscal  2003.  Olive
Garden  sales of $472.7  million  were 7.2  percent  above  last  year's  second
quarter.  U.S.  same-restaurant  sales for Olive Garden  increased  3.5 percent,
primarily  as a result of a 3.4  percent  increase  in  average  check and a 0.1
percent  increase  in guest  counts.  Same-restaurant  sales for Red Lobster and
Olive Garden  benefited by  approximately  one  percentage  point for the second
quarter of fiscal 2003 from a shift in the Thanksgiving  holiday.  This holiday,
for which the  restaurants  are closed,  was not in the second quarter of fiscal
2003 while it was in the second  quarter of fiscal  2002.  Red Lobster and Olive
Garden have enjoyed 20 and 33 consecutive quarters of U.S. same-restaurant sales
increases,  respectively.  Bahama Breeze  continues to generate  strong  average
sales per restaurant, although it has not recovered as strongly as expected from
the sales  declines it began to  experience  last year as the economy  softened.
Bahama Breeze is responding with a range of menu and decor improvements.  Bahama
Breeze  opened two new  restaurants  during the second  quarter of fiscal  2003.
Smokey  Bones  opened six new  restaurants  during the second  quarter of fiscal
2003.

     Sales  were $2.25  billion  and $2.08  billion  for the first six months of
fiscal 2003 and 2002, respectively.

     The 8.0  percent  increase in sales for the first six months of fiscal 2003
as  compared  to the  first  six  months of  fiscal  2002 was  primarily  due to
increased  annual  same-restaurant  sales in the U.S.  and a net  increase of 54
company-owned  restaurants  since the second quarter of fiscal 2002. Red Lobster
sales of $1.17  billion were 5.8 percent above last year.  U.S.  same-restaurant
sales for Red Lobster  increased  4.6  percent,  primarily  as a result of a 3.3
percent  increase in average  check and a 1.3 percent  increase in guest counts.
Olive Garden  sales of $971.3  million  were 7.8 percent  above last year.  U.S.
same-restaurant  sales for Olive Garden  increased  4.2 percent,

                                       11
<PAGE>


primarily  as a result of a 3.9  percent  increase  in  average  check and a 0.3
percent  increase in guest counts.  Bahama  Breeze opened three new  restaurants
during the first six months of fiscal 2003. Three more openings are scheduledfor
fiscal 2003.  Smokey Bones  opened  eight new  restaurants  during the first six
months of fiscal 2003.  At least 20  restaurants  are expected to open in fiscal
2003, which would more than double the total number of Smokey Bones  restaurants
open at the end of fiscal 2002.

COSTS AND EXPENSES

     Total costs and  expenses  were $1.02  billion  and $950.8  million for the
quarters  ended  November 24, 2002 and November  25,  2001,  respectively.  As a
percent of sales,  total costs and expenses  increased  from 94.4 percent in the
second  quarter of fiscal 2002 to 94.8  percent in the second  quarter of fiscal
2003.  The following  analysis of the  components of total costs and expenses is
presented as a percent of sales.

     Food and beverage  costs  decreased in the second quarter of fiscal 2003 as
compared  to the second  quarter of fiscal 2002  primarily  as a result of lower
product  costs and pricing  changes.  Restaurant  labor  increased in the second
quarter of fiscal 2003 primarily as a result of a modest  increase in wage rates
and higher  benefit  costs,  which were only  partially  offset by the impact of
higher sales volumes.  Restaurant expenses,  which include lease,  property tax,
credit card, utility,  workers' compensation,  new restaurant  pre-opening,  and
other  operating  expenses,  increased  in the  second  quarter  of fiscal  2003
primarily  as a result of increased  workers'  compensation  and new  restaurant
pre-opening expenses, which were only partially offset by lower utility expenses
and the favorable impact of higher sales volumes.

     Selling,  general,  and  administrative  expenses  decreased  in the second
quarter of fiscal 2003  primarily as a result of the favorable  impact of higher
sales volumes.

     Depreciation  and amortization  expense  increased in the second quarter of
fiscal  2003  primarily  as a result of new  restaurant  and  remodel  activity,
partially offset by the favorable impact of higher sales volumes.

     Net  interest  expense  increased  in the  second  quarter  of fiscal  2003
primarily due to increased  interest expense  associated with higher debt levels
in fiscal  2003,  which was only  partially  offset by the  favorable  impact of
higher sales volumes.

     Total costs and expenses were $2.08 billion and $1.93 billion for the first
six months of fiscal 2003 and 2002,  respectively.  As a percent of sales, total
costs and expenses decreased from 92.7 percent in the first six months of fiscal
2002 to 92.6  percent  in the first six  months of fiscal  2003.  The  following
analysis of the components of total costs and expenses is presented as a percent
of sales.

     Food and beverage costs decreased in the first six months of fiscal 2003 as
compared to the first six months of fiscal 2002  primarily  as a result of lower
product costs and pricing  changes.  Restaurant labor increased in the first six
months of fiscal 2003  primarily as a result of a modest  increase in wage rates
and bonus costs,  higher benefit costs, and higher promotional  staffing levels,
which  were only  partially  offset  by the  impact  of  higher  sales  volumes.
Restaurant  expenses  increased in the first six months of fiscal 2003 primarily
as a result of increased  workers'  compensation and new restaurant  pre-opening
expenses,  which was only  partially  offset by lower  utility  expenses and the
favorable impact of higher sales volumes.

     Selling,  general,  and administrative  expenses decreased in the first six
months of fiscal 2003  primarily as a result of the  favorable  impact of higher
sales volumes.

     Depreciation and amortization  expense increased in the first six months of
fiscal  2003  primarily  as a result of new  restaurant  and  remodel  activity,
partially offset by the favorable impact of higher sales volumes.

     Net  interest  expense  increased  in the first six  months of fiscal  2003
primarily due to increased  interest expense  associated with higher debt levels
in fiscal  2003,  which was only  partially  offset by the  favorable  impact of
higher sales volumes.

INCOME TAXES

     The effective  income tax rate for the second  quarter and first six months
of fiscal 2003 was 33.3 percent and 33.8 percent, respectively. This compared to
an effective income tax rate of 35.0 percent,  before  restructuring  credit, in
the second  quarter and first six months of fiscal 2002. The decreases in fiscal
2003 were primarily a result of


                                       12
<PAGE>

ongoing tax liability adjustments that were made as a result of information that
became available in fiscal 2003. These adjustments, which relate to beginning of
the year tax  liabilities,  were only partially  offset by increased tax expense
associated with higher fiscal 2003 pre-tax earnings.

NET EARNINGS AND NET EARNINGS PER SHARE

     Net earnings for the second quarter of fiscal 2003 increased 2.8 percent to
$37.5  million (21 cents per diluted  share)  compared with net earnings for the
second quarter of fiscal 2002 of $36.5 million (20 cents per diluted share). For
the first six months of fiscal  2003,  net  earnings  increased  10.9 percent to
$109.4 million (61 cents per diluted  share)  compared with net earnings for the
first six months of fiscal 2002 of $98.6  million (54 cents per diluted  share).
Excluding an after-tax  restructuring credit of $1.4 million taken in the second
quarter of fiscal 2002, net earnings for the second quarter and first six months
of fiscal 2002 were $35.1 million (19 cents per diluted share) and $97.2 million
(53 cents per diluted share).  The increase in both net earnings and diluted net
earnings  per share for the  second  quarter  and the first six months of fiscal
2003 was  primarily  due to  increases  in sales at both Red  Lobster  and Olive
Garden and  decreases  in food and  beverage  costs and  selling,  general,  and
administrative  expenses as a percent of sales.  Due to the combination of lower
than expected sales growth and a  value-oriented  marketing  calendar during the
first two months of the second quarter of fiscal 2003, Red Lobster's  restaurant
labor  costs,  restaurant  expenses,  and  selling,  general and  administrative
expenses each increased as a percent of sales. As a result, its operating profit
declined  versus the second  quarter of 2002.  Increased  sales at Olive Garden,
combined with lower food and beverage  expense and  restaurant  labor costs as a
percent of sales, resulted in record quarterly operating profit for Olive Garden
during the second quarter of fiscal 2003.

SEASONALITY

     Our sales volumes fluctuate seasonally.  In fiscal 2002 and 2001, our sales
were highest in the spring, lowest in the fall, and comparable during winter and
summer.  Holidays,  severe weather,  storms,  and similar  conditions may affect
sales volumes seasonally in some operating  regions.  Because of the seasonality
of our business,  results for any quarter are not necessarily  indicative of the
results that may be achieved for the full fiscal year.

NUMBER OF RESTAURANTS

     The following  table details the number of  restaurants  open at the end of
the second  quarter of fiscal 2003,  compared with the number open at the end of
fiscal 2002 and the end of the second quarter of fiscal 2002.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                        November 24, 2002            May 26, 2002            November 25, 2001
--------------------------------------------------------------------------------------------------------------------

<S>                                           <C>                       <C>                       <C>
Red Lobster - USA..................              639                       636                       629
Red Lobster - Canada...............               31                        31                        32
                                                ----                      ----                      ----
     Total.........................              670                       667                       661

Olive Garden - USA.................              501                       490                       478
Olive Garden - Canada..............                6                         6                         6
                                                ----                      ----                      ----
     Total.........................              507                       496                       484

Bahama Breeze......................               32                        29                        25

Smokey Bones BBQ...................               27                        19                        12
                                                ----                      ----                      ----

     Total.........................            1,236                     1,211                     1,182
                                               =====                     =====                     =====

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


                                       13
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     Cash  flows  generated  from  operating   activities   provide  us  with  a
significant  source of liquidity.  Since  substantially all of our sales are for
cash and cash equivalents,  and accounts payable are generally due in five to 30
days, we are able to carry current  liabilities in excess of current assets.  In
addition to cash flows from  operations,  we use a combination  of long-term and
short-term borrowings to fund our liquidity needs.

     Our  commercial  paper program  serves as our primary  source of short-term
financing.  As of November 24, 2002, there were no borrowings  outstanding under
the program.  To support our commercial paper program, we have a credit facility
under a Credit  Agreement dated October 29, 1999, as amended,  with a consortium
of banks, including Wachovia Bank, N.A., as administrative agent, under which we
can borrow up to $300 million.  The credit facility expires on October 29, 2004,
and  contains  various  restrictive  covenants,  including a leverage  test that
requires us to maintain a ratio of consolidated total debt to consolidated total
capitalization of less than 0.55 to 1.00. The credit facility does not, however,
contain a prohibition on borrowing in the event of a ratings downgrade.  None of
these covenants is expected to limit our liquidity or capital  resources.  As of
November 24, 2002, no amounts were outstanding under the credit facility.

     At November 24, 2002, our long-term debt consisted principally of: (1) $150
million of unsecured  8.375 percent senior notes due in September 2005, (2) $150
million of unsecured  6.375 percent notes due in February  2006, (3) $75 million
of unsecured 7.45 percent  medium-term notes due in April 2011, (4) $100 million
of unsecured 7.125 percent  debentures due in February 2016, (5) $150 million of
unsecured  5.75  percent  medium-term  notes  due  in  March  2007,  and  (6) an
unsecured, variable rate $36.1 million commercial bank loan due in December 2018
that is used to support two loans from us to the Employee  Stock  Ownership Plan
portion of the Darden Savings Plan.  Through a shelf  registration  on file with
the  Securities  and  Exchange  Commission,  we have  the  ability  to  issue an
additional $125 million of unsecured debt securities from time to time. The debt
securities  may bear  interest at either fixed or floating  rates,  and may have
maturity dates of nine months or more after issuance.

     A summary of our contractual  obligations and commercial  commitments as of
November 24, 2002 is as follows (in thousands):

<TABLE>
<CAPTION>

-------------------------- -------------------------------------------------------------------------------------------
                                                                       Payments Due by Period
-------------------------- -------------------------------------------------------------------------------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
<S>                            <C>           <C>                  <C>                <C>               <C>
       Contractual                             Less than            2-3                4-5               After 5
       Obligations             Total            1 Year             Years              Years               Years
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Long-term debt                 $661,145         $    --           $150,000           $300,000            $211,145
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Operating leases                303,991          54,274             87,403             63,794              98,520
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Total contractual cash
   obligations                 $965,136         $54,274           $237,403           $363,794            $309,665
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
-------------------------- --------------- ---------------------------------------------------------------------------
                                                    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       $   4,910         $ 4,910           $    --            $     --            $     --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Standby letters of
 credit (1)                      49,785          49,785                --                  --                  --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Guarantees (2)                    4,808             950              1,174              1,150               1,534
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Total commercial
   commitments                 $ 59,503         $55,645           $  1,174           $  1,150            $  1,534
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
<FN>

(1) Includes letters of credit for $41,442 of workers'  compensation and general
liabilities  accrued in our  consolidated  financial  statements;  also includes
letters of credit for $8,343 of lease payments included in contractual operating
lease obligation payments noted above.

(2) Consists solely of guarantees associated with sub-leased properties.  We are
not aware of any non-performance  under these sub-lease  arrangements that would
result in our having to perform in accordance with the terms of the guarantees.
</FN>
</TABLE>

                                       14
<PAGE>



     Our  Board of  Directors  has  approved  a stock  repurchase  program  that
authorizes  us to  repurchase  up to 115.4  million  shares of our common stock,
which  includes an  additional  18.5 million  shares  authorized by the Board of
Directors for repurchase on September 18, 2002. Net cash flows used by financing
activities included our repurchase of 1.2 million shares of our common stock for
$26.0  million in the second  quarter of fiscal  2003,  compared  to 0.6 million
shares for $10.7 million in the second quarter of fiscal 2002. For the first six
months of fiscal 2003, net cash flows used by financing  activities included our
repurchase of 3.2 million shares of our common stock for $72.1 million  compared
to 3.3 million  shares for $61.9 million in the first six months of fiscal 2002.
As of November 24, 2002,  a total of 91.0 million  shares have been  repurchased
under the  program.  The stock  repurchase  program is used by us to offset,  in
part, the dilutive effect of stock option exercises and to increase  shareholder
value. The repurchased common stock is reflected as a reduction of stockholders'
equity.

     Net cash flows used by investing  activities included capital  expenditures
incurred  principally for building new  restaurants,  replacing  equipment,  and
remodeling existing  restaurants.  Capital  expenditures were $101.9 million and
$212.2  million  in the  second  quarter  and first six  months of fiscal  2003,
respectively, compared to $72.5 million and $132.7 million in the second quarter
and first six months of fiscal 2002, respectively. The increased expenditures in
fiscal 2003 resulted primarily from increased spending  associated with building
new restaurants.

     We are not aware of any trends or events that would  materially  affect our
capital requirements or liquidity.  We believe that our internal cash generating
capabilities and borrowings available under our shelf registration for unsecured
debt securities and our short-term commercial paper program should be sufficient
to  finance  our  capital  expenditures,  stock  repurchase  program,  and other
operating activities through fiscal 2003.


FINANCIAL CONDITION

     Our current assets  totaled $359.6 million at November 24, 2002,  down from
$449.5 million at May 26, 2002. The decrease resulted  primarily from a decrease
in cash and cash  equivalents of $132.0  million that is due  principally to our
use of a portion of the proceeds  received  from a March 2002  medium-term  debt
issuance  to  fund  working  capital  needs.  The  decrease  in  cash  and  cash
equivalents was partially  offset by an increase in inventories of $59.4 million
that was due to seasonality and opportunistic product purchases.

     Our current  liabilities  totaled $570.0 million at November 24, 2002, down
from  $601.0  million at May 26,  2002.  Accounts  payable of $165.6  million at
November 24, 2002,  increased from $160.1  million at May 26, 2002,  principally
due to the timing and terms of  inventory  purchases.  Accrued  payroll of $73.7
million at November  24,  2002,  decreased  from $87.9  million at May 26, 2002,
principally  due to the  payment  in  June of  annual  management  and  employee
bonuses.  Accrued income taxes of $52.2 million at November 24, 2002,  decreased
from $68.5 million at May 26, 2002,  principally due to the timing of income tax
payments.  Other  current  liabilities  of $247.2  million at November 24, 2002,
decreased from $254.0 million at May 26, 2002,  principally  due to decreases in
net gift card  payables  (associated  with  seasonal  fluctuations),  which were
offset by increases in employee  benefit-related  accruals.  Net deferred income
tax  liabilities  totaled  $78.1  million at November  24,  2002,  up from $65.6
million at May 26, 2002.  The  increase is primarily a result of current  income
tax deductions for certain capitalized  software costs,  equipment,  smallwares,
and property taxes.

CRITICAL ACCOUNTING POLICIES

     We  prepare  our  consolidated  financial  statements  in  conformity  with
accounting  principles  generally accepted in the United States of America.  The
preparation  of these  financial  statements  requires us 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 our consolidated  financial  statements included
in our fiscal 2002 Annual Report on Form 10-K). Actual results could differ from
those estimates.

     Critical  accounting  policies are those that management  believes are most
important to the portrayal of our financial condition and operating results, and
that 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 affecting the application of these policies may
result in materially different amounts being reported under different conditions
or using different  assumptions.  We consider the following  policies to be most
critical in  understanding  the  judgments  that are involved in  preparing  our
consolidated financial statements.

                                       15
<PAGE>


     Land, Buildings, and Equipment

     All land,  buildings,  and equipment are recorded at cost less  accumulated
depreciation.  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.  Leasehold  improvements are amortized over the
term of the shorter of the related  lease or the  estimated  useful lives of the
assets using the  straight-line  method.  Accelerated  depreciation  methods are
generally used for income tax purposes.

     Our accounting  policies regarding land,  buildings,  and equipment include
judgments by management  regarding  the estimated  useful lives of these 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 than would be reported if different
assumptions  were used. As discussed  further  below,  these  judgments may also
impact our 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  other  assets are  reviewed  for  impairment
whenever events or changes in  circumstances  indicate 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 the assets to the future net
cash flows expected to be generated by the assets. 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  other  assets to be disposed of are  reported at the lower of
their  carrying  amount or fair value,  less  estimated  costs to sell,  and are
included in net assets held for disposal.

     Judgments  made by us related to the expected  useful  lives of  long-lived
assets  and our  ability  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 we assess the ongoing expected cash flows
and carrying amounts of our long-lived  assets,  these factors could cause us to
realize a material impairment charge.

     Self-Insurance Reserves

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

     Our 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
reserve,  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 June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." SFAS No. 146 provides guidance on
the recognition and measurement of liabilities for costs associated with exit or
disposal  activities.  SFAS No. 146 is effective for exit or disposal activities
that are initiated  after  December 31, 2002. We adopted SFAS No. 146 in January
of fiscal 2003 and do not expect its provisions to have a material impact on our
consolidated financial statements.

     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  including  Indirect
Guarantees  of  Indebtedness  of  Others."   Interpretation  No.  45  supersedes
Interpretation  No. 34,  "Disclosure of Indirect  Guarantees of  Indebtedness of
Others," and provides  guidance on the recognition and disclosures to be made by
a guarantor in its interim and annual financial statements about its obligations
under certain guarantees.  The initial recognition and measurement provisions of
Interpretation  No. 45 are effective  for  guarantees  issued or modified  after
December  31,  2002,  and  are  to  be  applied  prospectively.

                                       16
<PAGE>

The disclosure  requirements are effective for financial  statements for interim
or annual periods ending after December 15, 2002. We adopted  Interpretation No.
45 in January of fiscal 2003 and do not expect its provisions to have a material
impact on our consolidated financial statements.

     In November 2002, the FASB's  Emerging  Issues Task Force (EITF)  discussed
Issue No. 02-16,  "Accounting by a Reseller for Cash Consideration Received from
a  Vendor."  Issue  No.  02-16  provides  guidance  on the  recognition  of cash
consideration received by a customer from a vendor. The consensus reached by the
EITF in November 2002 is effective for fiscal periods  beginning  after December
15, 2002. Income statements for prior periods are required to be reclassified to
comply with the  consensus.  Adoption of the consensus  reached in November 2002
related to Issue No. 02-16 is not expected to materially impact our consolidated
financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure."  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock-Based  Compensation," and provides  alternative methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  SFAS No. 148 also amends the disclosure
requirements of SFAS No. 123 to require more prominent and frequent  disclosures
in  financial  statements  about the effects of  stock-based  compensation.  The
transition  guidance  and  annual  disclosure  provisions  of  SFAS  No.148  are
effective for financial statements issued for fiscal years ending after December
15, 2002. The interim disclosure  provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002.  Adoption  of SFAS  No.  148 is not  expected  to  materially  impact  our
consolidated financial statements.

FORWARD-LOOKING STATEMENTS

     Certain information included in this report and other materials filed or to
be  filed  by us  with  the  Securities  and  Exchange  Commission  (as  well as
information included in oral or written statements made or to be made by us) 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, the  estimated  number of new  restaurants  to be  constructed  and
statements  regarding the amount of capital  expenditures for fiscal 2003. These
forward-looking   statements  are  based  on  assumptions  concerning  important
factors,  risks, and uncertainties that could  significantly  affect anticipated
results in the future and, accordingly, could cause the actual results to differ
materially  from  those  expressed  in  the  forward-looking  statements.  These
factors, risks, and uncertainties include, but are not limited to the following,
each of which is discussed in greater detail under the heading  "Forward-Looking
Statements"  on  pages  11-12  of our  Form  10-K  for  fiscal  2002,  which  is
incorporated into this Form 10-Q by reference:

o    the  highly  competitive  nature  of the  restaurant  industry,  especially
     pricing, service, location, personnel, and type and quality of food;

o    economic,  market,  and other  conditions,  including  changes in  consumer
     preferences,  demographic trends,  consumer  perceptions of food safety and
     the  associated   risk  of  food-borne   illnesses,   weather   conditions,
     construction costs, and the cost and availability of borrowed funds;

o    changes in the cost or availability of food, real estate,  and other items,
     and the general impact of inflation;

o    the availability of desirable restaurant locations;

o    government  regulations,  including  those  relating  to zoning,  land use,
     environmental matters, and liquor licenses; and

o    growth  plans,   including  real  estate   development   and   construction
     activities, the issuance and renewal of licenses and permits for restaurant
     development, and the availability of funds to finance growth.

                                       17
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     We are  exposed to a variety of market  risks,  including  fluctuations  in
interest rates, foreign currency exchange rates, and commodity prices. To manage
this  exposure,  we  periodically  enter into interest  rate,  foreign  currency
exchange, and commodity instruments for other than trading purposes.

     We use the  variance/covariance  method to measure value at risk, over time
horizons ranging from one week to one year, at the 95 percent  confidence level.
As of November 24, 2002, our potential  losses in future net earnings  resulting
from  changes  in  foreign  currency   exchange  rate   instruments,   commodity
instruments,  and floating rate debt interest rate exposures were  approximately
$900,000 over a period of one year. At November 24, 2002, the value at risk from
an increase in the fair value of all of our  long-term  fixed rate debt,  over a
period  of one  year,  was  approximately  $31  million.  The fair  value of our
long-term  fixed rate debt during the first six months of fiscal  2003  averaged
approximately $671 million,  with a high of approximately $691 million and a low
of approximately $645 million. Our 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.


Item 4.  Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures. Under the supervision
and with the  participation  of our  management,  including our Chief  Executive
Officer and our Chief Financial  Officer,  we evaluated the effectiveness of the
design and operation of our  disclosure  controls and  procedures (as defined in
Rule  13a-14(c)  under the  Securities  Exchange  Act of 1934) as of a date (the
"Evaluation Date") within 90 days prior to the filing date of this report. Based
on that  evaluation,  the Chief Executive  Officer and Chief  Financial  Officer
concluded that our disclosure  controls and procedures  were effective as of the
Evaluation Date.

     (b) Changes in Internal Controls.  There were no significant changes in our
internal  controls or in other  factors  that could  significantly  affect those
controls subsequent to the date of their most recent evaluation.

                                       18
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

     From time to time, we are made a party to legal proceedings  arising in the
ordinary  course of business.  We do not believe that the results of these legal
proceedings, even if unfavorable to us, will have a materially adverse impact on
our financial position, results of operations, or cash flows.

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

          (a)  Our Annual  Meeting of  Shareholders  was held on  September  19,
               2002.

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

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

               (i)      Elected the following thirteen directors:

                                                      For              Withheld
                                                     ------           ----------
                         Leonard L. Berry..........146,577,282.......  3,222,933
                         Bradley D. Blum...........148,789,217.......  1,010,998
                         Odie C. Donald............142,095,433.......  7,704,782
                         Julius Erving, II.........146,342,784.......  3,457,431
                         David H. Hughes...........139,777,646....... 10,022,569
                         Joe R. Lee................148,787,676.......  1,012,539
                         Senator Connie Mack, III..147,931,895.......  1,868,320
                         Richard E. Rivera.........148,790,035.......  1,010,180
                         Michael D. Rose...........141,957,898.......  7,842,317
                         Maria A. Sastre...........142,011,167.......  7,789,048
                         Jack A. Smith.............139,733,183....... 10,067,032
                         Blaine Sweatt, III........148,669,724.......  1,130,491
                         Rita P. Wilson............139,770,555....... 10,029,660

               (ii)      Approved the Darden  Restaurants, Inc. 2002 Stock
                         Incentive Plan.

                         For....................... 77,847,132
                         Against .................. 70,528,228
                         Abstain...................  1,424,855
                         Broker non-vote...........          0

               (iii)     Approved the appointment of KPMG LLP as our independent
                         auditors for the fiscal year ending May 25, 2003.

                         For ...................... 145,629,307
                         Against ..................   3,126,312
                         Abstain...................   1,044,596
                         Broker non-vote ..........           0



                                       19
<PAGE>





Item 5.  Other Information

     On December 19, 2002, we announced that Dick Rivera,  our Vice Chairman and
a member  of our  Board of  Directors,  was  promoted  to  President  and  Chief
Operating  Officer.  Clarence  Otis,  our  Executive  Vice  President  and Chief
Financial Officer, was appointed President of Smokey Bones, and will continue in
his  role as  Executive  Vice  President.  Linda  Dimopoulos,  our  Senior  Vice
President  and  Chief  Information  Officer,  who had  served  as our  corporate
controller  and  controller  of Red  Lobster,  was  promoted to Chief  Financial
Officer. Brad Blum, also a Vice Chairman and a member of our Board of Directors,
left our company to accept a position as Chief Executive  Officer of Burger King
Corporation. On January 7, 2003, we announced that Laurie Burns, our Senior Vice
President  of  Development,  was promoted to  President  of Bahama  Breeze.  The
appointment will be effective March 15, 2003.

     Also in December  2002,  we announced  that we will begin the next phase of
testing  for  a  new  restaurant   called  Seasons  52(SM).  It  is  a  casually
sophisticated  fresh grill and wine bar with seasonally  inspired menus offering
the freshest  ingredients to create great tasting entrees that are nutritionally
balanced and lower in calories.  Seasons 52(SM) is currently under  construction
and is scheduled to open in Orlando, Florida, in our fiscal third quarter.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits.

                  Exhibit 10       Darden Restaurants, Inc. 2002 Stock Incentive
                                   Plan.

                  Exhibit 12       Computation of Ratio of Consolidated Earnings
                                   to Fixed Charges.

                  Exhibit 99(a)    Certification  of  Chief  Executive  Officer
                                   pursuant to Section 906 of the Sarbanes-Oxley
                                   Act of 2002, dated January 7, 2003.

                  Exhibit 99(b)    Certification  of Chief  Financial  Officer
                                   pursuant to Section 906 of the Sarbanes-Oxley
                                   Act of 2002, dated January 7, 2003.


         (b)      Reports on Form 8-K.

                  During the second quarter, we filed the following reports on
                  Form 8-K:

                    On September 19, 2002, we filed a current report on Form 8-K
                    dated September 19, 2002, announcing first quarter financial
                    results and the results of the voting at the annual  meeting
                    of shareholders held on September 19, 2002.

                    On October 29, 2002,  we filed a current  report on Form 8-K
                    dated October 29, 2002,  announcing October  same-restaurant
                    sales results.

                 In  addition, we filed  the following reports  on  Form  8-K
                 subsequent to the close of the second quarter of fiscal 2003:

                    On December 18, 2002, we filed a current  report on Form 8-K
                    dated December 17, 2002, announcing second quarter financial
                    results.

                    On December 19, 2002, we filed a current  report on Form 8-K
                    dated  December 19, 2002,  announcing  key  promotions and a
                    restructuring of our senior management team.

                                       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:   January 7, 2003       By: /s/ Paula J. Shives
                               -----------------------------
                               Paula J. Shives
                               Senior Vice President,
                               General Counsel and Secretary



Dated:   January 7, 2003       By: /s/ Linda J. Dimopoulos
                               ------------------------------
                               Linda J. Dimopoulos
                               Senior Vice President and Chief Financial Officer
                               (Principal financial officer)


                                 CERTIFICATIONS

I, Joe R. Lee, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Darden  Restaurants,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the period in which the quarterly report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in this  quarterly  report  our  conclusions  about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


                                       21
<PAGE>


     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



January 7, 2003


/s/ Joe R. Lee
--------------------
Joe R. Lee
Chairman and Chief Executive Officer




I, Linda J. Dimopoulos, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Darden  Restaurants,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the period in which the quarterly report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in this  quarterly  report  our  conclusions  about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

                                       22
<PAGE>


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


January 7, 2003


/s/ Linda J. Dimopoulos
---------------------------
Linda J. Dimopoulos
Senior Vice President and
Chief Financial Officer


                                       23
<PAGE>









                                INDEX TO EXHIBITS


Exhibit
Number           Exhibit Title
---------        ------------------

    10           Darden Restaurants, Inc. 2002 Stock Incentive Plan.

    12           Computation of Ratio of Consolidated Earnings to Fixed Charges.

    99(a)        Certification of Chief  Executive  Officer  pursuant to
                 Section 906 of the  Sarbanes-Oxley  Act of 2002,  dated
                 January 7, 2003.

    99(b)        Certification of Chief  Financial  Officer  pursuant to
                 Section 906 of the  Sarbanes-Oxley  Act of 2002,  dated
                 January 7, 2003.



                                       24
<PAGE>




                                                                      Exhibit 12

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

<TABLE>
<CAPTION>

                                                        Quarter Ended                    Six Months Ended
--------------------------------------------------------------------------------------------------------------------
                                               November 24,      November 25,     November 24,      November 25,
                                                   2002              2001             2002              2001
--------------------------------------------------------------------------------------------------------------------

<S>                                               <C>              <C>               <C>            <C>
Consolidated Earnings from Operations
   before Income Taxes.....................        $ 56,220         $ 56,255          $165,225        $ 151,832
Plus Fixed Charges:
   Gross Interest Expense..................          11,846           10,093            23,772           19,772
   40% of Restaurant and Equipment Minimum
     Rent Expense..........................           5,256            5,086            10,544           10,160
                                                    -------           ------           -------          -------
       Total Fixed Charges.................          17,102           15,179            34,316           29,932
Less Capitalized Interest..................            (874)            (994)           (1,844)          (1,880)
                                                    -------           ------           -------          -------

Consolidated Earnings from Operations
   before Income Taxes Available to Cover
    Fixed Charges (1)......................        $ 72,448         $ 70,440          $197,697        $ 179,884
                                                   ========         ========          ========          =======

Ratio of Consolidated Earnings to Fixed
   Charges (1).............................            4.24             4.64              5.76             6.01
                                                   ========         ========          ========          =======

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



(1)      The computation of our ratio of consolidated earnings to fixed charges, before restructuring credit, is as follows:


                                                      Quarter Ended                       Six Months Ended
--------------------------------------------------------------------------------------------------------------------
                                               November 24,      November 25,     November 24,      November 25,
                                                   2002              2001             2002              2001
--------------------------------------------------------------------------------------------------------------------

Consolidated Earnings from Operations,
   before Restructuring Credit and Income
   Taxes Available to Cover Fixed Charges..       $ 72,448        $   68,171         $ 197,697       $  177,615
                                                   =======           =======          ========         ========

Ratio of Consolidated Earnings, before
   Restructuring Credit, to Fixed
   Charges.................................           4.24              4.49              5.76              5.93
                                                   =======           =======          ========          ========

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


                                       25
<PAGE>




                                                                   EXHIBIT 99(a)

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss.1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Darden Restaurants,  Inc. ("Company")
on Form  10-Q for the  quarter  ended  November  24,  2002,  as  filed  with the
Securities and Exchange Commission on the date hereof ("Report"), I, Joe R. Lee,
Chairman and Chief  Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.



                                   /s/ Joe R. Lee
                                   -----------------------------------
                                   Joe R. Lee
                                   Chairman and Chief Executive Officer
                                   January 7, 2003



                                       26
<PAGE>

                                                                   EXHIBIT 99(b)


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss.1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Darden Restaurants,  Inc. ("Company")
on Form  10-Q for the  quarter  ended  November  24,  2002,  as  filed  with the
Securities  and  Exchange  Commission  on the date hereof  ("Report"),  I, Linda
Dimopoulos,  Senior Vice President and Chief  Financial  Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss.1350,  as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                                    /s/ Linda J. Dimopoulos
                                    ----------------------------
                                    Linda J. Dimopoulos
                                    Senior Vice President and
                                    Chief Financial Officer
                                    January 7, 2003


                                       27
<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10_10q010703.txt
<DESCRIPTION>EXHIBIT 10 - 2002 STOCK INCENTIVE PLAN
<TEXT>
                                                                      Exhibit 10



                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


Section 1.     Purpose

               The  purpose  of the  Plan is to  promote  the  interests  of the
Company and its  shareholders  by aiding the Company in attracting and retaining
employees, officers, consultants, advisors and non-employee Directors capable of
assuring the future success of the Company,  to offer such persons incentives to
put forth  maximum  efforts for the  success of the  Company's  business  and to
compensate  such persons through various  stock-based  arrangements  and provide
them with opportunities for stock ownership in the Company, thereby aligning the
interests of such persons with the Company's shareholders.

Section 2.     Definitions

               As used in the Plan, the following  terms shall have the meanings
set forth below:

              (a)  "Affiliate"  shall  mean (i) any  entity  that,  directly  or
indirectly through one or more intermediaries,  is controlled by the Company and
(ii) any entity in which the Company has a significant equity interest,  in each
case as determined by the Committee.

              (b)  "Award"  shall mean any  Option,  Stock  Appreciation  Right,
Restricted Stock,  Restricted Stock Unit,  Dividend  Equivalent,  Stock Award or
Other Stock-Based Award granted under the Plan.

              (c)  "Award Agreement" shall mean any written agreement,  contract
or other instrument or document evidencing an Award granted under the Plan. Each
Award Agreement  shall be subject to the applicable  terms and conditions of the
Plan and any  other  terms  and  conditions  (not  inconsistent  with the  Plan)
determined by the Committee.

               (d) "Board" shall mean the Board of Directors of the Company.

               (e)  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended from time to time, and any regulations promulgated thereunder.

               (f)  "Committee"  shall mean the  Compensation  Committee  of the
Board.  The  Committee  shall be  comprised  of not less  than  such  number  of
Directors  as shall be  required  to  permit  Awards  granted  under the Plan to
qualify  under  Rule  16b-3,  and  each  member  of  the  Committee  shall  be a
"Non-Employee  Director"  within  the  meaning  of Rule  16b-3  and an  "outside
director"  within the meaning of Section 162(m) of the Code. The Company expects
to have the Plan  administered in accordance with the requirements for the award
of  "qualified  performance-based  compensation"  within the  meaning of Section
162(m) of the Code.

               (g)  "Company"  shall mean Darden  Restaurants,  Inc.,  a Florida
corporation.

               (h) "Director" shall mean a member of the Board.

<PAGE>


               (i)  "Dividend  Equivalent"  shall mean any right  granted  under
Section 6(d) of the Plan.

               (j)   "Eligible   Person"  shall  mean  any  employee,   officer,
consultant,  advisor or non-employee  Director providing services to the Company
or any Affiliate whom the Committee determines to be an Eligible Person.

               (k)  "Exchange  Act" shall mean the  Securities  Exchange  Act of
1934, as amended.

               (l)  "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such  property  determined  by such methods or  procedures  as shall be
established from time to time by the Committee.  Notwithstanding  the foregoing,
unless otherwise determined by the Committee, the Fair Market Value of Shares on
a given  date for  purposes  of the  Plan  shall be the mean of the high and low
sales  prices of the Shares on the New York Stock  Exchange  as  reported in the
consolidated  transaction  reporting system on such date or, if such Exchange is
not open for trading on such date, on the most recent  preceding  date when such
Exchange is open for trading.

               (m)  "Incentive  Stock Option" shall mean an option granted under
Section  6(a) of the Plan that is intended to meet the  requirements  of Section
422 of the Code or any successor provision.

               (n)  "Non-Qualified  Stock Option"  shall mean an option  granted
under  Section 6(a) of the Plan that is not  intended to be an  Incentive  Stock
Option.

               (o)  "Option"   shall  mean  an  Incentive   Stock  Option  or  a
Non-Qualified Stock Option.

               (p) "Other  Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.

               (q) "Participant"  shall mean an Eligible Person designated to be
granted an Award under the Plan.

               (r) "Person" shall mean any individual, corporation, partnership,
association or trust.

               (s) "Plan" shall mean this Darden  Restaurants,  Inc.  2002 Stock
Incentive Plan, as amended from time to time.

               (t) "Restricted Stock" shall mean any Share granted under Section
6(c) of the Plan.

               (u)  "Restricted  Stock Unit" shall mean any unit  granted  under
Section  6(c) of the Plan  evidencing  the  right to  receive a Share (or a cash
payment equal to the Fair Market Value of a Share) at some future date.

                                       2
<PAGE>


               (v)  "Rule  16b-3"  shall  mean  Rule  16b-3  promulgated  by the
Securities and Exchange  Commission under the Exchange Act or any successor rule
or regulation.

               (w)  "Shares"  shall mean  shares of Common  Stock,  without  par
value, of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

               (x) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

               (y) "Stock Award" shall mean any Share granted under Section 6(e)
of the Plan.

Section 3.      Administration.

               (a)  Power and  Authority of the  Committee.  The Plan shall be
administered by the Committee. Subject to the express provisions of the Plan and
to  applicable  law, the  Committee  shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each  Participant  under the Plan; (iii) determine the number of Shares to be
covered by (or the method by which payments or other rights are to be calculated
in connection  with) each Award;  (iv) determine the terms and conditions of any
Award or Award Agreement,  including, without limitation,  whether a Participant
shall be required to deposit  with the Company  shares of Common  Stock owned by
the  Participant  as a condition to receiving an Award;  (v) amend the terms and
conditions of any Award or Award Agreement,  provided,  however, that, except as
otherwise  provided in Section 4(c)  hereof,  the  Committee  shall not reprice,
adjust or amend  the  exercise  price of  Options  or the  grant  price of Stock
Appreciation  Rights  previously  awarded to any  Participant,  whether  through
amendment,  cancellation  and  replacement  grant,  or  any  other  means;  (vi)
accelerate the exercisability of any Award or the lapse of restrictions relating
to  any  Award;  (vii)  determine  whether,   to  what  extent  and  under  what
circumstances  Awards may be exercised in cash, Shares,  promissory notes, other
securities, other Awards or other property, or canceled, forfeited or suspended;
(viii)  determine  whether,  to what extent and under what  circumstances  cash,
Shares,  promissory notes,  other securities,  other Awards,  other property and
other amounts  payable with respect to an Award under the Plan shall be deferred
either  automatically  or at the  election  of the  holder  of the  Award or the
Committee;  (ix)  interpret  and  administer  the  Plan  and any  instrument  or
agreement,  including any Award Agreement,  relating to the Plan; (x) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper  administration of the Plan; and (xi) make
any other  determination  and take any other  action  that the  Committee  deems
necessary or desirable  for the  administration  of the Plan.  Unless  otherwise
expressly   provided   in   the   Plan,   all   designations,    determinations,
interpretations  and other  decisions  under or with  respect to the Plan or any
Award or Award  Agreement  shall be within the sole discretion of the Committee,
may be made at any time and  shall be final,  conclusive  and  binding  upon any
Participant,  any holder or beneficiary of any Award or Award Agreement, and any
employee of the Company or any Affiliate.

                (b)  Delegation.  The  Committee  may  delegate  its powers and
duties under the Plan to one or more Directors (including a Director who is also
a senior executive officer of the

                                       3
<PAGE>


Company) or a committee  of  Directors,  subject to such terms,  conditions  and
limitations  as the Committee may  establish in its sole  discretion;  provided,
however,  that the Committee  shall not delegate its powers and duties under the
Plan (i) with regard to officers or  directors  of the Company or any  Affiliate
who are  subject to Section 16 of the  Exchange  Act or (ii) in such a manner as
would cause the Plan not to comply with the  requirements  of Section  162(m) of
the Code.

                 (c)   Power  and   Authority   of  the   Board  of   Directors.
Notwithstanding anything to the contrary contained herein, the Board may, at any
time and  from  time to time,  without  any  further  action  of the  Committee,
exercise  the  powers  and duties of the  Committee  under the Plan,  unless the
exercise  of such  powers  and duties by the Board  would  cause the Plan not to
comply with the requirements of Section 162(m) of the Code.

Section 4.        Shares Available for Awards.

                 (a)  Shares  Available.  Subject to  adjustment  as provided in
Section  4(c) of the Plan,  the  aggregate  number of Shares  that may be issued
under all Awards  under the Plan shall be  8,550,000.  Shares to be issued under
the Plan  will be  authorized  but  unissued  Shares  or  Shares  that have been
reacquired  by the Company and  designated  as  treasury  shares.  If any Shares
covered  by an  Award or to which an  Award  relates  are not  purchased  or are
forfeited  or are  reacquired  by the  Company  in  connection  with a  deferral
election  (including shares of Restricted  Stock,  whether or not dividends have
been paid on such shares),  or if an Award otherwise  terminates or is cancelled
without  delivery of any Shares,  then the number of Shares counted  against the
aggregate  number of Shares available under the Plan with respect to such Award,
to the extent of any such forfeiture,  reacquisition by the Company, termination
or cancellation, shall again be available for granting Awards under the Plan. In
addition,  any Shares that are used by a Participant as full or partial  payment
to the  Company of the  purchase or  exercise  price  relating to an Award or in
connection with the  satisfaction of tax obligations  relating to an Award shall
again be available for granting  Awards  (other than  Incentive  Stock  Options)
under the Plan.

                 (b)  Accounting for Awards.  For purposes of this Section 4, if
an Award entitles the holder thereof to receive or purchase  Shares,  the number
of Shares  covered by such Award or to which such Award relates shall be counted
on the date of grant of such  Award  against  the  aggregate  number  of  Shares
available for granting Awards under the Plan.

                 (c)   Adjustments.  In  the  event  that  the  Committee  shall
determine that any dividend or other distribution  (whether in the form of cash,
Shares,  other  securities or other  property),  recapitalization,  stock split,
reverse stock split, reorganization,  merger, consolidation, split-up, spin-off,
combination,  repurchase  or  exchange  of  Shares  or other  securities  of the
Company,  issuance  of  warrants  or other  rights to  purchase  Shares or other
securities  of the  Company  or other  similar  corporate  transaction  or event
affects the Shares such that an  adjustment is determined by the Committee to be
appropriate  in order to prevent  dilution  or  enlargement  of the  benefits or
potential  benefits  intended  to be made  available  under the  Plan,  then the
Committee  shall, in such manner as it may deem equitable,  adjust any or all of
(i) the number and type of Shares (or other  securities or other  property) that
thereafter may be made the


                                       4


<PAGE>

subject of Awards,  (ii) the number and type of Shares (or other  securities  or
other property) subject to outstanding Awards and (iii) the purchase or exercise
price with respect to any Award.

                 (d) Award Limitations Under the Plan

                     (i)  Section 162(m)  Limitation.  No Eligible Person may be
granted Options,  Stock  Appreciation  Rights or any other Award or Awards under
the Plan,  the value of which Award or Awards is based  solely on an increase in
the value of the Shares  after the date of grant of such  Award or  Awards,  for
more than 1,000,000 Shares (subject to adjustment as provided in Section 4(c) of
the Plan) in the aggregate in any calendar year. The foregoing annual limitation
specifically  includes the grant of any Award or Awards representing  "qualified
performance-based  compensation"  within the  meaning  of Section  162(m) of the
Code.

                    (ii)  Limitation on Restricted  Stock and  Restricted  Stock
Units.  No more than  1,700,000  Shares,  subject to  adjustment  as provided in
Section  4(c) of the  Plan,  shall be  available  under  the  Plan for  issuance
pursuant to grants of Restricted  Stock and  Restricted  Stock Units;  provided,
however,  that any Shares  covered by such Awards that expire,  terminate or are
forfeited shall again be available for grants of Restricted Stock and Restricted
Stock Units for purposes of this limitation on grants of such Awards.

                    (iii)   Limitation   on  Awards   Granted  to   Non-Employee
Directors.  Directors who are not also  employees of the Company or an Affiliate
may not be  granted  Awards  in the  aggregate  for more  than 5% of the  Shares
available  for Awards  under the Plan,  subject to  adjustment  as  provided  in
Section 4(c) of the Plan.

                    (iv)  Limitation on Incentive  Stock Options.  The number of
Shares  available for granting  Incentive Stock Options under the Plan shall not
exceed  8,550,000,  subject to adjustment as provided in the Plan and subject to
the provisions of Section 422 or 424 of the Code or any successor provision.

Section 5.        Eligibility

                  Any  Eligible  Person  shall be  eligible to be  designated  a
Participant.  In determining  which Eligible  Persons shall receive an Award and
the terms of any Award,  the  Committee  may take into account the nature of the
services  rendered  by  the  respective  Eligible  Persons,  their  present  and
potential  contributions to the success of the Company, or such other factors as
the  Committee,  in its  discretion,  shall deem relevant.  Notwithstanding  the
foregoing,  an  Incentive  Stock  Option  may only be granted  to  full-time  or
part-time  employees  (which term as used herein includes,  without  limitation,
officers and Directors who are also  employees),  and an Incentive  Stock Option
shall not be granted to an employee of an  Affiliate  unless such  Affiliate  is
also a  "subsidiary  corporation"  of the Company  within the meaning of Section
424(f) of the Code or any successor provision.

Section 6.        Awards

                 (a)  Options.  The  Committee  is  hereby  authorized  to grant
Options to Eligible  Persons with the following  terms and  conditions  and with
such additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:

                                       5
<PAGE>


                    (i) Exercise Price. The purchase price per Share purchasable
under an Option shall be  determined by the Committee and shall not be less than
100% of the Fair  Market  Value of a Share on the date of grant of such  Option;
provided,  however,  that the Committee may designate a per share exercise price
below  Fair  Market  Value on the date of grant (A) to the extent  necessary  or
appropriate,  as determined by the  Committee,  to satisfy  applicable  legal or
regulatory  requirements  of a  foreign  jurisdiction  or (B) if the  Option  is
granted in substitution for a stock option previously  granted by an entity that
is acquired by or merged with the Company or an Affiliate.

                    (ii)  Option Term. The term of each Option shall be fixed by
the Committee.

                    (iii)  Time and  Method of  Exercise.  The  Committee  shall
determine  the time or times at which an Option may be  exercised in whole or in
part and the  method  or  methods  by which,  and the form or forms  (including,
without  limitation,  cash, Shares,  promissory notes,  other securities,  other
Awards or other property, or any combination thereof, having a Fair Market Value
on the exercise date equal to the applicable  exercise price) in which,  payment
of the exercise  price with  respect  thereto may be made or deemed to have been
made. The Committee may permit a Participant to elect to defer receipt of all or
a portion of the Shares  issuable upon exercise of an Option,  all on such terms
and conditions as the Committee shall determine  (including through the terms of
the Company's FlexComp Plan).

                 (b)   Stock  Appreciation  Rights.  The  Committee  is  hereby
authorized to grant Stock Appreciation Rights to Eligible Persons subject to the
terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right
granted  under the Plan shall  confer on the  holder  thereof a right to receive
upon  exercise  thereof the excess of (i) the Fair Market  Value of one Share on
the date of  exercise  (or, if the  Committee  shall so  determine,  at any time
during a specified  period  before or after the date of exercise)  over (ii) the
grant price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair  Market  Value of one Share on the
date of grant of the  Stock  Appreciation  Right;  provided,  however,  that the
Committee  may  designate a per share grant price below Fair Market Value on the
date of grant (A) to the extent  necessary or appropriate,  as determined by the
Committee,  to satisfy applicable legal or regulatory  requirements of a foreign
jurisdiction or (B) if the Stock  Appreciation  Right is granted in substitution
for a stock  appreciation right previously granted by an entity that is acquired
by or merged with the Company or an Affiliate.  Subject to the terms of the Plan
and any applicable Award Agreement,  the grant price, term, methods of exercise,
dates of exercise,  methods of settlement  and any other terms and conditions of
any Stock  Appreciation  Right  shall be as  determined  by the  Committee.  The
Committee  may impose such  conditions  or  restrictions  on the exercise of any
Stock Appreciation Right as it may deem appropriate.

                 (c) Restricted Stock and Restricted Stock Units. The Committee
is hereby  authorized to grant Awards of Restricted  Stock and Restricted  Stock
Units to Eligible  Persons with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine:

                    (i) Restrictions.  Shares of Restricted Stock and Restricted
Stock Units shall be subject to such  restrictions  as the  Committee may impose
(including,  without

                                       6
<PAGE>

limitation,  any limitation on the right to vote a Share of Restricted  Stock or
the right to receive  any  dividend  or other  right or  property  with  respect
thereto), which restrictions may lapse separately or in combination at such time
or  times,  in  such  installments  or  otherwise,  as the  Committee  may  deem
appropriate. The minimum vesting period of such Awards shall be three years from
the date of grant, unless the Award is conditioned on performance of the Company
or an Affiliate or on personal  performance  (other than continued  service with
the Company or an Affiliate),  in which case the Award may vest over a period of
at least one year from the date of grant.  Notwithstanding  the  foregoing,  the
Committee may permit  acceleration of vesting of such Awards in the event of the
Participant's  death,  disability  or  retirement  or a change in control of the
Company.

                    (ii)  Issuance and Delivery of Shares.  Any Restricted Stock
granted  under the Plan shall be issued at the time such  Awards are granted and
may be evidenced in such manner as the Committee may deem appropriate, including
book-entry  registration  or issuance of a stock  certificate  or  certificates,
which certificate or certificates shall be held by the Company. Such certificate
or  certificates  shall be registered in the name of the  Participant  and shall
bear an  appropriate  legend  referring to the  restrictions  applicable to such
Restricted Stock. Shares representing Restricted Stock that is no longer subject
to  restrictions  shall be  delivered  to the  Participant  promptly  after  the
applicable  restrictions  lapse or are waived.  In the case of Restricted  Stock
Units,  no Shares shall be issued at the time such Awards are granted.  Upon the
lapse or waiver of restrictions and the restricted period relating to Restricted
Stock Units evidencing the right to receive Shares,  such Shares shall be issued
and  delivered to the holder of the  Restricted  Stock Units.  The Committee may
permit a  Participant  to elect to transfer  shares of  Restricted  Stock to the
Company in exchange for a deferred  compensation right or Restricted Stock Units
or elect to defer  receipt  of all or a  portion  of the  Shares,  cash or other
property  subject to Awards of  Restricted  Stock  Units,  all on such terms and
conditions as the Committee shall determine  (including through the terms of the
Company's FlexComp Plan).

                    (iii)  Forfeiture.  Except as  otherwise  determined  by the
Committee,  upon a  Participant's  termination  of employment or  resignation or
removal as a Director (in either case, as determined under criteria  established
by the  Committee)  during  the  applicable  restriction  period,  all Shares of
Restricted  Stock and all Restricted Stock Units held by the Participant at such
time shall be forfeited and reacquired by the Company;  provided,  however, that
the Committee  may, when it finds that a waiver would be in the best interest of
the Company,  waive in whole or in part any or all remaining  restrictions  with
respect to Shares of Restricted Stock or Restricted Stock Units.

                 (d) Dividend Equivalents. The Committee is hereby authorized to
grant Dividend Equivalents to Eligible Persons under which the Participant shall
be entitled to receive payments (in cash, Shares, other securities, other Awards
or other property as determined in the  discretion of the Committee)  equivalent
to the amount of cash  dividends  paid by the  Company to holders of Shares with
respect to a number of Shares determined by the Committee.  Subject to the terms
of the Plan and any applicable  Award Agreement,  such Dividend  Equivalents may
have such terms and conditions as the Committee shall determine.

                 (e)  Stock Awards.  The Committee is hereby authorized to grant
to a  Director,  who is not also an  employee  of the  Company or an  Affiliate,
Shares without restrictions thereon,

                                       7
<PAGE>

as  deemed by the  Committee  to be  consistent  with the  purpose  of the Plan.
Subject to the terms of the Plan and any applicable Award Agreement,  such Stock
Awards may have such terms and conditions as the Committee shall determine.

                 (f)   Other  Stock-Based   Awards.   The  Committee  is  hereby
authorized to grant to Eligible  Persons such other Awards that are  denominated
or payable in, valued in whole or in part by reference to, or otherwise based on
or related to, Shares (including,  without  limitation,  securities  convertible
into Shares),  as are deemed by the Committee to be consistent  with the purpose
of the Plan.  The Committee  shall  determine  the terms and  conditions of such
Awards,  subject to the terms of the Plan and the Award  Agreement.  Shares,  or
other  securities  delivered  pursuant to a purchase  right  granted  under this
Section 6(f),  shall be purchased for  consideration  having a value equal to at
least 100% of the Fair Market  Value of such Shares or other  securities  on the
date the purchase right is granted.  The  consideration  paid by the Participant
may be paid by such  method or  methods  and in such  form or forms  (including,
without  limitation,  cash, Shares,  promissory notes,  other securities,  other
Awards or other property,  or any combination  thereof),  as the Committee shall
determine.

                 (g) General.

                     (i)  Consideration for Awards. Awards may be granted for no
cash  consideration or for any cash or other  consideration as may be determined
by the Committee or required by applicable law.

                     (ii)  Awards May Be Granted Separately or Together.  Awards
may, in the discretion of the Committee,  be granted either alone or in addition
to, in tandem with or in  substitution  for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in addition
to or in tandem  with other  Awards or in  addition  to or in tandem with awards
granted  under any other  plan of the  Company or any  Affiliate  may be granted
either at the same time as or at a  different  time from the grant of such other
Awards or awards.

                     (iii)  Forms of Payment under Awards.  Subject to the terms
of the Plan and of any applicable Award  Agreement,  payments or transfers to be
made by the Company or an  Affiliate  upon the grant,  exercise or payment of an
Award  may be made in  such  form or  forms  as the  Committee  shall  determine
(including,   without   limitation,   cash,  Shares,   promissory  notes,  other
securities, other Awards or other property, or any combination thereof), and may
be made in a single payment or transfer, in installments or on a deferred basis,
in each  case  in  accordance  with  rules  and  procedures  established  by the
Committee. Such rules and procedures may include, without limitation, provisions
for the payment or crediting of reasonable  interest on  installment or deferred
payments or the grant or  crediting  of  Dividend  Equivalents  with  respect to
installment or deferred payments.

                     (iv)  Term of Awards. The term of each Award shall be for a
period not longer than 10 years from the date of grant.

                     (v)  Limits on  Transfer  of  Awards.  Except as  otherwise
provided by the Committee or the terms of this Plan, no Award and no right under
any such Award shall be

                                       8
<PAGE>

transferable  by a Participant  other than by will or by the laws of descent and
distribution. The Committee may establish procedures as it deems appropriate for
a Participant to designate a Person or Persons, as beneficiary or beneficiaries,
to exercise the rights of the Participant and receive any property distributable
with  respect  to  any  Award  in the  event  of the  Participant's  death.  Any
Participant who is subject to Section 16 of the Exchange Act and has reached age
55 and has at least 10 years of service with the Company and its  Affiliates may
transfer a  Non-Qualified  Stock Option to any "family  member" (as such term is
defined  in the  General  Instructions  to Form  S-8 (or any  successor  to such
Instructions  or such Form) under the Securities Act of 1933, as amended) at any
time that such Participant  holds such Option,  provided that such transfers may
not be for  value  (i.e.,  the  transferor  may not  receive  any  consideration
therefor) and the family member may not make any subsequent transfers other than
by will or by the laws of descent and distribution. Each Award under the Plan or
right  under  any such  Award  shall be  exercisable  during  the  Participant's
lifetime  only by the  Participant  (except  as  provided  herein or in an Award
Agreement or amendment thereto relating to a Non-Qualified  Stock Option) or, if
permissible  under  applicable  law,  by the  Participant's  guardian  or  legal
representative.  No  Award  or  right  under  any  such  Award  may be  pledged,
alienated,   attached  or  otherwise  encumbered,   and  any  purported  pledge,
alienation,  attachment or encumbrance  thereof shall be void and  unenforceable
against the Company or any Affiliate.

                     (vi) Restrictions;  Securities Exchange Listing. All Shares
or other  securities  delivered  under  the Plan  pursuant  to any  Award or the
exercise thereof shall be subject to such restrictions as the Committee may deem
advisable  under the  Plan,  applicable  federal  or state  securities  laws and
regulatory  requirements,  and the Committee may cause appropriate entries to be
made or  legends  to be  placed  on the  certificates  for such  Shares or other
securities to reflect such  restrictions.  If the Shares or other securities are
traded on a securities  exchange,  the Company  shall not be required to deliver
any Shares or other securities  covered by an Award unless and until such Shares
or other securities have been admitted for trading on such securities exchange.

Section 7.        Amendment and Termination; Corrections.

                 (a)  Amendments  to the  Plan.  The Board of  Directors  of the
Company may amend, alter, suspend,  discontinue or terminate the Plan; provided,
however,  that,  notwithstanding  any other  provision  of the Plan or any Award
Agreement,  prior approval of the  shareholders of the Company shall be required
for any amendment to the Plan that:

                     (i)  requires  shareholder  approval  under  the  rules  or
regulations  of the  Securities  and  Exchange  Commission,  the New York  Stock
Exchange,   any  other  securities  exchange  or  the  National  Association  of
Securities Dealers, Inc. that are applicable to the Company;

                     (ii)  increases the number of shares  authorized  under the
Plan as specified in Section 4(a) of the Plan;

                     (iii)  increases  the  number  of  shares  subject  to  the
limitations contained in Section 4(d) of the Plan;

                                       9
<PAGE>


                     (iv)  permits  repricing  of Options or Stock  Appreciation
Rights which is prohibited by Section 3(a)(v) of the Plan; and

                     (v)  permits  the award of  Options  or Stock  Appreciation
Rights at a price less than 100% of the Fair Market Value of a Share on the date
of grant of such Option or Stock Appreciation Right,  contrary to the provisions
of Sections 6(a)(i) and 6(b)(ii) of the Plan.

                 (b)  Amendments  to Awards.  Subject to the  provisions  of the
Plan,  the Committee may waive any  conditions of or rights of the Company under
any  outstanding  Award,  prospectively  or  retroactively.  Except as otherwise
provided in the Plan, the Committee may amend,  alter,  suspend,  discontinue or
terminate any outstanding  Award,  prospectively or  retroactively,  but no such
action may  adversely  affect the rights of the holder of such Award without the
consent of the Participant or holder or beneficiary thereof.

                 (c) Correction of Defects,  Omissions and Inconsistencies.  The
Committee  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency  in the Plan or in any Award or Award  Agreement in the manner and
to the extent it shall deem desirable to implement or maintain the effectiveness
of the Plan.

Section 8.        Income Tax Withholding.

                  In  order to comply with all applicable federal,  state, local
or foreign income tax laws or  regulations,  the Company may take such action as
it deems  appropriate to ensure that all  applicable  federal,  state,  local or
foreign  payroll,  withholding,  income or other  taxes,  which are the sole and
absolute  responsibility  of a Participant,  are withheld or collected from such
Participant.  In order to assist a Participant in paying all or a portion of the
applicable taxes to be withheld or collected upon exercise or receipt of (or the
lapse of restrictions  relating to) an Award,  the Committee,  in its discretion
and subject to such additional  terms and conditions as it may adopt, may permit
the  Participant  to satisfy  such tax  obligation  by (a)  electing to have the
Company withhold a portion of the Shares otherwise to be delivered upon exercise
or receipt of (or the lapse of restrictions  relating to) such Award with a Fair
Market Value equal to the amount of such taxes or (b)  delivering to the Company
Shares other than Shares  issuable  upon exercise or receipt of (or the lapse of
restrictions  relating  to) such Award  with a Fair  Market  Value  equal to the
amount of such taxes.  The election,  if any, must be made on or before the date
that the amount of tax to be withheld is determined.

Section 9.        General Provisions.

                  (a)  No Rights to Awards.  No Eligible Person,  Participant or
other  Person  shall have any claim to be granted any Award under the Plan,  and
there  is no  obligation  for  uniformity  of  treatment  of  Eligible  Persons,
Participants or holders or beneficiaries of Awards under the Plan. The terms and
conditions  of Awards need not be the same with  respect to any  Participant  or
with respect to different Participants.

                  (b)  Award Agreements.  No Participant shall have rights under
an Award granted to such  Participant  unless and until an Award Agreement shall
have been duly  executed  on behalf of the  Company  and,  if  requested  by the
Company, signed by the Participant.

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<PAGE>


                  (c)  No  Rights  of  Shareholders.   Except  with  respect  to
Restricted Stock and Stock Awards,  neither a Participant nor the  Participant's
legal  representative  shall be, or have any of the rights and  privileges of, a
shareholder of the Company with respect to any Shares issuable upon the exercise
or payment of any Award,  in whole or in part,  unless and until the Shares have
been issued.

                  (d)  No  Limit on Other  Compensation  Plans or  Arrangements.
Nothing  contained in the Plan shall prevent the Company or any  Affiliate  from
adopting or  continuing  in effect  other or  additional  compensation  plans or
arrangements,  and such plans or arrangements may be either generally applicable
or applicable only in specific cases.

                  (e)  No Right to Employment or  Directorship.  The grant of an
Award shall not be construed as giving a Participant the right to be retained as
an employee of the Company or any  Affiliate,  or a Director to be retained as a
Director, nor will it affect in any way the right of the Company or an Affiliate
to terminate a  Participant's  employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment  free from any  liability  or any claim  under the Plan or any Award,
unless otherwise expressly provided in the Plan or in any Award Agreement.

                  (f)  Governing  Law.  The  internal  law,  and  not the law of
conflicts,  of the State of Florida,  shall govern all questions  concerning the
validity,  construction  and effect of the Plan or any Award,  and any rules and
regulations relating to the Plan or any Award.

                  (g) Severability. If any provision of the Plan or any Award is
or  becomes  or is  deemed  to be  invalid,  illegal  or  unenforceable  in  any
jurisdiction  or would  disqualify  the Plan or any Award  under any law  deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee,  materially altering the purpose
or intent of the Plan or the Award,  such provision shall be stricken as to such
jurisdiction  or Award,  and the  remainder  of the Plan or any such Award shall
remain in full force and effect.

                  (h)  No Trust or Fund Created.  Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other  Person.  To the extent  that any  Person  acquires a right to receive
payments  from the Company or any  Affiliate  pursuant  to an Award,  such right
shall be no greater  than the right of any  unsecured  general  creditor  of the
Company or any Affiliate.

                  (i) No Fractional Shares. No fractional Shares shall be issued
or  delivered  pursuant  to the  Plan  or any  Award,  and the  Committee  shall
determine  whether cash shall be paid in lieu of any fractional Share or whether
such  fractional  Share or any rights  thereto shall be canceled,  terminated or
otherwise eliminated.

                  (j)   Headings.   Headings  are  given  to  the  Sections  and
subsections  of the Plan solely as a convenience to facilitate  reference.  Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.

                                       11
<PAGE>


Section 10.       Effective Date of the Plan.

                  The  Plan shall be subject to approval by the  shareholders of
the Company at the annual meeting of  shareholders  of the Company to be held in
2002  and the  Plan  shall  be  effective  as of the  date  of such  shareholder
approval.

Section 11.       Term of the Plan.

                  Awards  may be  granted  under  the  Plan  until  the  Plan is
terminated by the Board or until all Shares  available for Awards under the Plan
have been purchased or acquired, provided, however, that Incentive Stock Options
may not be granted following the 10-year  anniversary of the Board's adoption of
the Plan. The Plan shall remain in effect as long as any Awards are outstanding.



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