<SUBMISSION>
<ACCESSION-NUMBER>0000940944-04-000153
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>10
<PERIOD>20040829
<FILING-DATE>20041007
<DATE-OF-FILING-DATE-CHANGE>20041007
<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>041070756
</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_100704.txt
<DESCRIPTION>FORM 10Q 1ST QUARTER FY05
<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 August 29, 2004

[  ] 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                (I.R.S. Employer Identification No.)
of 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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
 [X] Yes  [ ] No


                       ----------------------------------
     Number of shares  of  common  stock  outstanding  as of  October  1,  2004:
157,217,444 (excluding 109,111,360 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                             4

                   Consolidated Statements of Changes in
                   Stockholders' Equity and Accumulated
                   Other Comprehensive Income (Loss)                       5

                   Consolidated Statements of Cash Flows                   6

                   Notes to Consolidated Financial Statements              7

          Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations           11

          Item 3.  Quantitative and Qualitative Disclosures
                   About Market Risk                                       17

          Item 4.  Controls and Procedures                                 17

Part II - Other Information

          Item 1.  Legal Proceedings                                       18

          Item 2.  Unregistered Sales of Equity Securities
                   and Use of Proceeds                                     18

          Item 5.  Other Information                                       19

          Item 6.  Exhibits                                                19

Signatures                                                                 20

Index to Exhibits                                                          21

                                       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
 --------------------------------------------------------------------------------------------------------------------
                                                                     August 29, 2004           August 24, 2003
 --------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                      <C>
 Sales........................................................         $  1,278,644            $  1,259,689
 Costs and expenses:
    Cost of sales:
      Food and beverage.......................................              391,421                 396,713
      Restaurant labor........................................              405,816                 392,335
      Restaurant expenses.....................................              193,214                 190,822
                                                                       ------------            ------------
        Total cost of sales, excluding restaurant depreciation
        and amortization of $49,219 and $48,082, respectively.         $    990,451            $    979,870
    Selling, general, and administrative......................              114,580                 113,641
    Depreciation and amortization.............................               52,760                  51,553
    Interest, net.............................................               10,964                  10,641
                                                                       ------------            ------------
        Total costs and expenses..............................           $1,168,755            $  1,155,705
                                                                       ------------            ------------

 Earnings before income taxes.................................              109,889                 103,984
 Income taxes.................................................              (37,764)                (35,390)
                                                                       ------------            ------------

 Net earnings.................................................         $     72,125            $     68,594
                                                                       ============            ============

 Net earnings per share:
    Basic.....................................................         $       0.46            $       0.42
                                                                       ============            ============
    Diluted...................................................         $       0.44            $       0.40
                                                                       ============            ============

 Average number of common shares outstanding:
    Basic.....................................................              157,600                 164,700
                                                                       ============            ============
    Diluted...................................................              163,200                 170,500
                                                                       ============            ============


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

See accompanying notes to consolidated financial statements.



                                       3

<PAGE>


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

 -------------------------------------------------------------------------------------------------------------------
                                                                   August 29, 2004             May 30, 2004
 -------------------------------------------------------------------------------------------------------------------

<S>                                                                 <C>                       <C>
 ASSETS
 Current assets:
    Cash and cash equivalents.................................        $    38,603              $     36,694
    Receivables...............................................             25,522                    30,258
    Inventories...............................................            217,989                   198,781
    Prepaid expenses and other current assets.................             27,803                    25,316
    Deferred income taxes.....................................             56,745                    55,258
                                                                     ------------               -----------
        Total current assets..................................        $   366,662              $    346,307
 Land, buildings, and equipment...............................          2,261,646                 2,250,616
 Other assets.................................................            181,123                   183,425
                                                                     ------------               -----------

        Total assets..........................................        $ 2,809,431              $  2,780,348
                                                                     ============               ===========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
    Accounts payable..........................................        $   164,698              $    174,624
    Short-term debt ..........................................             17,800                    14,500
    Accrued payroll...........................................             89,427                   103,327
    Accrued income taxes......................................             78,088                    48,753
    Other accrued taxes.......................................             40,273                    38,440
    Unearned revenues.........................................             65,091                    75,513
    Other current liabilities.................................            233,401                   228,324
                                                                     ------------              ------------
        Total current liabilities.............................        $   688,778              $    683,481
 Long-term debt...............................................            652,672                   653,349
 Deferred income taxes........................................            173,528                   176,216
 Other liabilities............................................             22,077                    21,532
                                                                     ------------              ------------
        Total liabilities.....................................        $ 1,537,055              $  1,534,578
                                                                     ------------              ------------

 Stockholders' equity:
    Common stock and surplus..................................        $ 1,605,563              $  1,584,115
    Retained earnings.........................................          1,270,046                 1,197,921
    Treasury  stock...........................................         (1,544,882)               (1,483,768)
    Accumulated other comprehensive income (loss).............            (10,369)                   (9,959)
    Unearned compensation.....................................            (47,190)                  (41,401)
    Officer notes receivable..................................               (792)                   (1,138)
                                                                     ------------              ------------
        Total stockholders' equity............................        $ 1,272,376              $  1,245,770
                                                                     ------------              ------------

        Total liabilities and stockholders' equity............        $ 2,809,431              $  2,780,348
                                                                     ============              ============

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

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


                            DARDEN RESTAURANTS, INC.
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
                  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
           For the quarters ended August 29, 2004 and August 24, 2003
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

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

Balance at May 30, 2004..........$1,584,115    $1,197,921    $(1,483,768)    $(9,959)      $(41,401)     $(1,138)   $1,245,770
Comprehensive income:
   Net earnings..................        --        72,125             --          --             --           --        72,125
   Other comprehensive income
    (loss):
   Foreign currency adjustment...        --            --             --       1,085             --           --         1,085
   Change in fair value of
    derivatives, net of tax
    of $1,139....................        --            --             --      (1,495)            --           --        (1,495)
                                                                                                                    ----------
      Total comprehensive income.        --            --             --          --             --           --        71,715
Stock option exercises (964
  shares)                             7,923            --            439          --             --           --         8,362

Issuance of restricted stock
  (361 shares), net of forfeiture
  adjustments....................     8,227            --             --          --         (8,227)          --            --
Earned compensation..............        --            --             --          --          1,688           --         1,688
ESOP note receivable repayments..        --            --             --          --            750           --           750
Income tax benefits credited to
  equity.........................     4,527            --             --          --             --           --         4,527
Purchases of common stock for
  treasury (2,923 shares)........        --            --        (61,963)         --             --           --       (61,963)
Issuance of treasury stock under
  Employee Stock Purchase and
    other plans (71 shares)......       771            --            410          --             --           --         1,181
Repayment of officer notes.......        --            --             --          --             --          346           346
---------------------------------------------------------------------------------------------------------------------------------
Balance at August 29, 2004       $1,605,563    $1,270,046    $(1,544,882)   $(10,369)      $(47,190)        $(792)   $1,272,376
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

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

<S>                                 <C>            <C>         <C>            <C>            <C>         <C>       <C>
Balance at May 25, 2003............  $1,525,957     $ 979,443   $(1,254,293)   $(10,489)      $(42,848)   $(1,579)   $1,196,191
Comprehensive income:
   Net earnings....................          --        68,594            --          --             --         --        68,594
   Other comprehensive income
    (loss):
    Foreign currency adjustment....          --            --            --        (604)            --         --          (604)
    Change in fair value of
     derivatives, net of tax of $44          --            --            --        (545)            --         --          (545)
                                                                                                                       ---------
       Total comprehensive income..          --            --            --          --             --         --        67,445
Stock option exercises (997 shares)       8,924            --           444          --             --         --         9,368
Issuance of restricted stock (392
  shares), net of forfeiture
  adjustments......................       7,559            --           169          --         (7,728)        --            --
Earned compensation................          --            --            --          --          1,010         --         1,010
ESOP note receivable repayments....          --            --            --          --          1,285         --         1,285
Income tax benefits credited to
  equity...........................       4,405            --            --          --             --         --         4,405
Purchases of common stock for
treasury (1,423 shares)............          --            --       (27,578)         --             --         --       (27,578)
Issuance of treasury stock under
  Employee Stock Purchase and
other plans (82 shares)............         737            --           491          --             --         --         1,228
Repayment of officer notes.........          --            --            --          --             --        303           303
---------------------------------------------------------------------------------------------------------------------------------
Balance at August 24, 2003           $1,547,582    $1,048,037   $(1,280,767)   $(11,638)      $(48,281)   $(1,276)   $1,253,657
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>


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

                                                                                  Quarter Ended
 -------------------------------------------------------------------------------------------------------------------
                                                                       August 29, 2004         August 24, 2003
 -------------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>                      <C>
 Cash flows--operating activities
    Net earnings.................................................       $     72,125            $      68,594
    Adjustments to reconcile net earnings to cash flows:
      Depreciation and amortization..............................             52,760                   51,553
      Asset impairment (credit) charge, net......................                 (5)                     502
      Amortization of unearned compensation and loan costs.......              2,551                    1,844
      Non-cash compensation expense..............................                 28                       67
      Change in current assets and liabilities...................            (14,890)                  22,325
      Change in other liabilities ...............................                629                      428
      Contribution to defined benefit pension plans and
            postretirement plan..................................               (106)                     (56)
      Loss (gain) on disposal of land, buildings, and equipment..                154                   (1,559)
      Change in cash surrender value of trust owned life insurance               271                   (2,000)
      Deferred income taxes......................................             (3,036)                   3,307
      Income tax benefits credited to equity.....................              4,527                    4,405
      Other, net.................................................             (2,151)                    (303)
                                                                         -----------             ------------
        Net cash provided by operating activities................       $    112,857            $     149,107
                                                                         -----------             ------------

 Cash flows--investing activities
    Purchases of land, buildings, and equipment..................            (62,665)                 (86,673)
    Increase in other assets.....................................               (319)                    (391)
    Proceeds from disposal of land, buildings, and equipment ....              1,184                    2,898
                                                                         -----------             ------------
        Net cash used in investing activities....................       $    (61,800)           $     (84,166)
                                                                         -----------             ------------

 Cash flows--financing activities
    Proceeds from issuance of common stock.......................              9,515                   10,529
    Purchases of treasury stock..................................            (61,963)                 (27,578)
    Increase in short-term debt..................................              3,300                       --
    ESOP note receivable repayment...............................                750                    1,285
    Repayment of long-term debt..................................               (750)                  (1,285)
                                                                         -----------             ------------
        Net cash used in financing activities....................       $    (49,148)           $     (17,049)
                                                                         -----------             ------------

 Increase in cash and cash equivalents...........................              1,909                   47,892
 Cash and cash equivalents - beginning of period.................             36,694                   48,630
                                                                         -----------             ------------

 Cash and cash equivalents - end of period.......................       $     38,603            $      96,522
                                                                         ===========             ============

 Cash flow from changes in current assets and liabilities
    Receivables..................................................              4,736                  (12,714)
    Inventories..................................................            (19,208)                     (91)
    Prepaid expenses and other current assets....................             (2,487)                  (7,532)
    Accounts payable.............................................             (9,926)                  20,342
    Accrued payroll..............................................            (13,900)                  (4,853)
    Accrued income taxes.........................................             29,335                   13,677
    Other accrued taxes..........................................              1,833                    2,791
    Unearned revenues............................................            (10,422)                  (6,011)
    Other current liabilities....................................              5,149                   16,716
                                                                         -----------             ------------
        Change in current assets and liabilities.................       $    (14,890)           $      22,325
                                                                         ===========             ============

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

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>


                            DARDEN RESTAURANTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
              (Dollar amounts in thousands, except per share data)

Note 1.  Background

     Darden  Restaurants,  Inc. ("we", "our" or the "Company") owns and operates
casual dining  restaurants in the United States and Canada under the trade names
Red  Lobster(R),  Olive  Garden(R),  Bahama  Breeze(R),  Smokey Bones Barbeque &
GrillSM,  and  Seasons  52SM.  We have  prepared  these  consolidated  financial
statements  pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC").  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  ended August 29, 2004,  are not  necessarily  indicative of the results
that may be expected for the fiscal year ending May 29, 2005.

     These  statements  should  be read in  conjunction  with  the  consolidated
financial  statements  and related notes to  consolidated  financial  statements
included  in our Annual  Report on Form 10-K for the  fiscal  year ended May 30,
2004. The accounting  policies used in preparing  these  consolidated  financial
statements are the same as those described in our Form 10-K.

Note 2.  Consolidated Statements of Cash Flows

     During the quarter  ended August 29, 2004, we paid $7,438 for interest (net
of amounts  capitalized)  and $6,700 for income taxes.  During the quarter ended
August 24, 2003,  we paid $7,193 for interest (net of amounts  capitalized)  and
$14,133 for income taxes.

Note 3.  Stock-Based Compensation

     Statement of Financial  Accounting  Standards ("SFAS") No. 123, "Accounting
for  Stock-Based  Compensation,"  encourages  the use of a fair-value  method of
accounting for stock-based awards under which the fair value of stock options is
determined on the date of grant and expensed over the vesting period. As allowed
by SFAS No. 123, we have  elected to account  for our  stock-based  compensation
plans under an intrinsic value method that requires  compensation  expense to be
recorded only if, on the date of grant,  the current  market price of our common
stock exceeds the exercise price the employee must pay for the stock. Our policy
is to grant stock  options at the fair market value of our  underlying  stock at
the date of grant. Accordingly,  no compensation expense has been recognized for
stock options granted under any of our stock plans because the exercise price of
all options  granted was equal to the current  market  value of our stock on the
grant date. Had we determined  compensation  expense for our stock options based
on the fair value at the grant date as  prescribed  under SFAS No. 123,  our net
earnings  and net  earnings  per share would have been  reduced to the pro forma
amounts indicated below:

                                                            Quarter Ended
--------------------------------------------------------------------------------
                                                August 29, 2004  August 24, 2003
--------------------------------------------------------------------------------

Net earnings, as reported                            $ 72,125         $ 68,594
  Add:  Stock-based compensation expense included
        in reported net earnings, net of related        1,060              662
        tax effects
  Deduct:  Total stock-based compensation expense
        determined under fair value based method
        for all awards, net of related tax effects     (5,028)          (4,658)
                                                  ------------------------------
   Pro forma                                         $ 68,157         $ 64,598
                                                  ==============================
Basic net earnings per share
   As reported                                       $   0.46         $   0.42
   Pro forma                                         $   0.43         $   0.39
Diluted net earnings per share
   As reported                                       $   0.44         $   0.40
   Pro forma                                         $   0.42         $   0.38
================================================================================


                                       7
<PAGE>


Note 4.   Provision for Impaired Assets and Restaurant Closings

     During fiscal 2004, we recorded a restructuring  charge of $1,112 primarily
related to severance  payments  made to certain  restaurant  employees  and exit
costs associated with the closing of six Bahama Breeze restaurants in accordance
with SFAS No.  146,  "Accounting  for  Costs  Associated  with Exit or  Disposal
Activities".  Below is a summary of the restructuring  liability for the quarter
ended August 29, 2004:
<TABLE>
<CAPTION>

                                         Balance at May                    Cash           Balance at
                                            30, 2004      Additions       Payments      August 29, 2004
--------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>              <C>                <C>
One-time termination benefits               $   49        $    --        $  (20)             $  29
Other exit costs                               311             --          (274)                37
--------------------------------------------------------------------------------------------------------
                                            $  360        $    --          (294)             $  66
========================================================================================================
</TABLE>

     During the first  quarter of fiscal 2005 and 2004,  we recorded  charges of
$33 and $1,184,  respectively,  for long-lived asset impairments  resulting from
the decision to relocate and rebuild certain restaurants. These impairments were
measured based on the amount by which the carrying amount of the assets exceeded
their fair value.  Fair value is generally  determined  based on  appraisals  or
sales prices of comparable  assets.  During the first quarter of fiscal 2005 and
2004, we also recorded  gains of $38 and $682,  respectively,  related to assets
sold that were  previously  impaired.  These  amounts  are  included in selling,
general, and administrative expense.

Note 5.  Net Earnings per Share

     Outstanding  stock options and restricted stock granted by us represent the
only dilutive effect reflected in diluted  weighted average shares  outstanding.
Options  and  restricted  stock do not impact the  numerator  of the diluted net
earnings per share computation.

     Options to purchase  6,330,991  and  3,952,422  shares of common stock were
excluded from the calculation of diluted net earnings per share for the quarters
ended August 29, 2004 and August 24, 2003, respectively,  because their exercise
prices exceeded the average market price of common shares for the period.

Note 6.  Stockholders' Equity

     Pursuant to the authorization of our Board of Directors to repurchase up to
115,400,000  shares in accordance with  applicable  securities  regulations,  we
repurchased  2,922,798 shares of our common stock for $61,963 during the quarter
ended August 29,  2004,  resulting in a  cumulative  repurchase  of  112,164,482
shares as of August 29, 2004.

Note 7.  Derivative Instruments and Hedging Activities

     During the first  quarter of fiscal 2005,  we issued  Darden stock units to
certain key  employees.  The Darden stock units were granted at a value equal to
the market price of our common stock at the date of grant and will be settled in
cash at the end of their  vesting  periods,  which range  between  four and five
years,  at the then market price of our common  stock.  Compensation  expense is
measured  based on the  market  price of our  common  stock  each  period and is
amortized  over the vesting  period.  At August 29, 2004, we had 464,320  Darden
stock units  outstanding.  No Darden stock units were outstanding  during fiscal
2004.

     During the first  quarter of fiscal 2005,  we entered  into equity  forward
contracts to hedge the risk of changes in future cash flows  associated with the
unvested  unrecognized  Darden stock units  granted  during the first quarter of
fiscal  2005.  The equity  forward  contracts  will be settled at the end of the
vesting periods of their underlying Darden stock units, which range between four
and five  years.  The equity  forward  contracts,  which have a $3,904  notional
amount  and can  only be net  settled  in  cash,  will  be  used  to  hedge  the
variability in cash flows associated with the unvested unrecognized Darden stock
units.  To the extent the equity  forward  contracts are effective in offsetting
the  variability  of the  hedged  cash  flows,  changes in the fair value of the
equity forward  contracts are not included in current  earnings but are reported
as  accumulated  other  comprehensive  income  (loss).  A deferred  gain of $344
related to the equity  forward  contracts was  recognized in  accumulated  other
comprehensive  income (loss) at August 29, 2004. As the Darden stock units vest,
we will  effectively  de-designate  that portion of the equity forward  contract
that no longer  qualifies  for  hedge  accounting,  and  changes  in fair  value
associated  with that portion of the equity forward  contract will be recognized
in current earnings.  A gain of $14 was recognized in earnings as a component of
restaurant labor during the quarter ended August 29, 2004.

                                       8
<PAGE>


     During the first  quarter of fiscal 2005,  we entered into an interest rate
swap  agreement  ("swap") to hedge the risk of changes in interest  rates on the
cost of a future  issuance of  fixed-rate  debt.  The swap,  which has a $25,000
notional  principal amount of  indebtedness,  will be used to hedge a portion of
the interest  payments  associated with a forecasted  issuance of debt in fiscal
2006.  As of August 29,  2004,  we have swaps  with a total  notional  principal
amount of indebtedness of $100,000  designated to hedge the forecasted  issuance
of debt in fiscal 2006. To the extent the swaps are effective in offsetting  the
variability of the hedged cash flows, changes in the fair value of the swaps are
not  included  in  current  earnings  but  are  reported  as  accumulated  other
comprehensive income (loss). The accumulated gain or loss at the swap settlement
date will be amortized  into earnings as an adjustment to interest  expense over
the same period in which the related interest costs on the new debt issuance are
recognized in earnings.  A deferred loss of $1,332,  net of tax,  related to the
swaps was recognized in accumulated other comprehensive  income (loss) at August
29, 2004. No amounts were recognized in earnings during the quarter ended August
29, 2004.

Note 8.  Retirement Plans

Components of net periodic benefit cost are as follows:
<TABLE>
<CAPTION>

                                                         Defined Benefit Plans           Postretirement Benefit Plan
--------------------------------------------------------------------------------------------------------------------
                                                          Quarter Ended                         Quarter Ended
                                                     August 29,      August 24,          August 29,      August 24,
                                                      2004             2003                2004            2003
--------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>                <C>            <C>
Service cost                                           $ 1,217         $ 1,144            $   175        $   150
Interest cost                                            1,828           1,769                251            230
Expected return on plan assets                          (3,210)         (3,205)                --             --
Amortization of unrecognized prior service cost            (87)            (87)                --              7
Recognized net actuarial loss                            1,248             927                 87             84
--------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost                              $   996         $  548             $   513        $   471
====================================================================================================================
</TABLE>

Note 9.  Commitments and Contingencies

     We make trade  commitments  in the course of our normal  operations.  As of
August 29, 2004 and May 30, 2004, we were contingently  liable for approximately
$78 and $242, respectively,  under outstanding trade letters of credit issued in
connection with purchase commitments.  These letters of credit have terms of two
months or less and are used to  collateralize  our  obligations to third parties
for the purchase of inventories.

     As collateral for performance on other  contracts and as credit  guarantees
to banks and insurers,  we were  contingently  liable  pursuant to guarantees of
subsidiary  obligations  under standby letters of credit.  As of August 29, 2004
and May 30, 2004, we had $72,677 and $72,480,  respectively,  of standby letters
of credit related to workers'  compensation and general  liabilities  accrued in
our consolidated  financial statements.  As of August 29, 2004 and May 30, 2004,
we also had  $15,664 and  $15,896,  respectively,  of standby  letters of credit
related to contractual  operating  lease  obligations  and other  payments.  All
standby letters of credit are renewable annually.  As of August 29, 2004 and May
30, 2004, we had other commercial commitments of $2,125.

     As of  August  29,  2004  and May  30,  2004,  we had  $4,147  and  $4,346,
respectively,  of guarantees associated with third party assignment obligations.
These amounts  represent the maximum  potential  amount of future payments under
the guarantees.  The fair value of these potential  payments,  discounted at our
pre-tax cost of capital,  at August 29, 2004 and May 30, 2004 amounted to $3,023
and $3,131,  respectively.  We did not accrue for the guarantees, as we believed
the likelihood of the third parties defaulting on the assignment  agreements was
improbable.  In the event of  default by a third  party,  the  indemnity  and/or
default  clauses in our assignment  agreements  govern our ability to pursue and
recover from the third party for damages incurred as a result of its default. We
do not hold any  third-party  assets as collateral  related to these  assignment
agreements,  except to the  extent the  assignment  allows us to  repossess  the
building and personal  property.  The  guarantees  expire over their  respective
lease terms, which range from fiscal 2005 through fiscal 2012.

     In March  2003 and March  2002,  three of our  current  and  former  hourly
restaurant  employees filed two purported  class action  lawsuits  against us in
California  Superior  Court of Orange County  alleging  violations of California
labor laws with respect to providing  meal and rest  breaks.  The lawsuits  seek
penalties under Department of Labor rules providing a one hundred dollar penalty
per violation per employee, plus attorney's fees on behalf of the plaintiffs and
other purported class members. Discovery is currently underway in these matters.
One of the cases was removed to our mandatory arbitration program,  although the
Court  retained the  authority to permit a sample of

                                       9
<PAGE>

class-wide discovery.  The other case remains pending in the California Superior
Court of Orange County.  In September 2003, three former employees in Washington
State filed a similar  purported class action in Washington State Superior Court
in Spokane County alleging  violations of Washington  labor laws with respect to
providing rest breaks.  The Court stayed the action,  and ordered the plaintiffs
into  our   mandatory   arbitration   program;   the   plaintiffs'   motion  for
reconsideration  was not  granted,  and their  motion  for  modification  of the
appellate  decision is pending.  We intend to vigorously  defend our position in
all of these cases.  Although the outcome of the cases cannot be  ascertained at
this  time,  we do not  believe  that the  disposition  of these  cases,  either
individually  or in the aggregate,  would have a material  adverse effect on our
financial position, results of operations or liquidity.

     We are subject to other private  lawsuits,  administrative  proceedings and
claims  that  arise  in the  ordinary  course  of our  business.  These  matters
typically   involve  claims  from  guests,   employees  and  others  related  to
operational  issues  common  to the  restaurant  industry.  A  number  of  these
lawsuits,  proceedings and claims may exist at any given time. We do not believe
that the final  disposition of the lawsuits and claims in which we are currently
involved will have a material  adverse  effect,  either  individually  or in the
aggregate, on our financial position, results of operations or liquidity.

Note 10.  Subsequent Events

     On  September  28, 2004,  the Board of Directors  declared a four cents per
share cash dividend to be paid on November 1, 2004 to all shareholders of record
as of the close of business on October 8, 2004. On September 28, 2004, the Board
also  authorized us to repurchase an additional 22 million  shares of our common
stock  after  the  previous   authorizations   to  repurchase  an  aggregate  of
115,400,000 shares of our common stock have been exhausted.



                                       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 percent of
sales  for  the  periods   indicated.   All  information  is  derived  from  the
consolidated  statements of earnings for the quarters  ended August 29, 2004 and
August 24, 2003.
<TABLE>
<CAPTION>

                                                                                    Quarter Ended
 --------------------------------------------------------------------------------------------------------------------
                                                                       August 29, 2004          August 24, 2003
 --------------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>                       <C>
 Sales ..........................................................       100.0%                    100.0%
 Costs and expenses:
    Cost of sales:
      Food and beverage..........................................        30.6                      31.5
      Restaurant labor...........................................        31.7                      31.1
      Restaurant expenses........................................        15.1                      15.2
                                                                       ------                    ------
        Total cost of sales, excluding restaurant
          depreciation and amortization of 3.8%..................        77.4%                     77.8%

    Selling, general, and administrative.........................         9.0                       9.0
    Depreciation and amortization................................         4.1                       4.1
    Interest, net................................................         0.9                       0.9
                                                                       -------                   -------
          Total costs and expenses...............................        91.4%                     91.8%
                                                                       ------                    ------

 Earnings before income taxes....................................         8.6                       8.2
 Income taxes....................................................        (3.0)                     (2.8)
                                                                       ------                    ------

 Net earnings....................................................         5.6%                      5.4%
                                                                       ======                    ======
 --------------------------------------------------------------------------------------------------------------------
</TABLE>

OVERVIEW OF OPERATIONS

     Our sales were $1.28  billion for the first quarter of fiscal 2005 compared
to $1.26 billion for the first  quarter of fiscal 2004, a 1.5 percent  increase.
The  increase  was  primarily  driven  by a net  increase  of  53  company-owned
restaurants   since  the  first  quarter  of  fiscal  2004  and  increased  U.S.
same-restaurant  sales at Olive  Garden,  partially  offset  by  decreased  U.S.
same-restaurant  sales at Red Lobster. For the first quarter of fiscal 2005, our
net earnings  were $72 million  compared to $69 million for the first quarter of
fiscal 2004, a 5.1 percent increase, and our diluted net earnings per share were
$0.44  compared  to $0.40 for the first  quarter  of fiscal  2004,  a 10 percent
increase.

     Olive Garden reported its 40th consecutive quarter of U.S.  same-restaurant
sales  growth  during  the  first  quarter  of fiscal  2005  with a 2.8  percent
increase.  Although Red Lobster's U.S.  same-restaurant  sales decreased for the
fourth consecutive quarter, the decrease in the first quarter of fiscal 2005 was
significantly impacted by a shift in our promotional strategy.  During the first
quarter of fiscal  2004,  Red  Lobster  ran its Endless  Crab  promotion,  which
resulted in strong guest counts and high check average, but lower profit margins
and low levels of guest  satisfaction.  During the first quarter of fiscal 2005,
Red Lobster  focused on improving  in-restaurant  operations and delivering high
levels of guest  satisfaction,  which resulted in higher profit margins than the
first  quarter of fiscal  2004.  During the first  quarter of fiscal  2005,  Red
Lobster also launched its new LightHouse  Selections menu, which highlights menu
items that are low in fat, carbohydrates,  and calories.  While the new menu did
not  deliver  the  short-term  guest  counts  that  would  be  expected  from  a
limited-time-only promotion, the repurchase intent scores on the LightHouse menu
items were the highest Red Lobster has ever measured. Bahama Breeze continued to
deliver strong sales improvement, driven by the addition of lunch in most of the
restaurants  and in spite of operating two fewer  restaurants  than in the first
quarter of fiscal 2004. Smokey Bones operated 32 more restaurants than the prior
year,  including seven  restaurants that were opened during the first quarter of
fiscal  2005.  During  fiscal 2005,  Smokey  Bones  expects to open 30 to 40 new
restaurants.

SALES

     Sales were $1.28  billion and $1.26  billion for the quarters  ended August
29, 2004 and August 24, 2003,  respectively.  The 1.5 percent  increase in sales
for the first  quarter of fiscal 2005 was  primarily due to a net increase

                                       11
<PAGE>

of 53  company-owned  restaurants  since the first  quarter  of fiscal  2004 and
increased  U.S.  same-restaurant  sales at Olive  Garden,  partially  offset  by
decreased U.S.  same-restaurant  sales at Red Lobster. Red Lobster sales of $595
million  were 6.2  percent  below last  year's  first  quarter,  which  resulted
primarily  from a 7.6 percent  decrease in U.S.  same-restaurant  sales,  offset
partially by revenue from five net additional  restaurants  in operation  versus
last year. The decline in U.S.  same-restaurant sales resulted primarily from an
8.8 percent decrease in same-restaurant  guest counts offset only partially by a
1.2 percent increase in average check. Olive Garden's sales of $581 million were
6.0 percent above last year's first quarter,  driven primarily by its 18 net new
restaurants  in  operation  versus last year and a 2.8 percent  increase in U.S.
same-restaurant  sales.  Olive Garden achieved its 40th  consecutive  quarter of
U.S.  same-restaurant  sales  growth  primarily  as a  result  of a 2.1  percent
increase in average check and a 0.7 percent  increase in  same-restaurant  guest
counts.

COSTS AND EXPENSES

     Total  costs and  expenses  were $1.17  billion  and $1.16  billion for the
quarters ended August 29, 2004 and August 24, 2003,  respectively.  As a percent
of sales,  total costs and  expenses  decreased  from 91.8  percent in the first
quarter of fiscal 2004 to 91.4 percent in the first quarter of fiscal 2005.

     Food and beverage  costs  decreased $5 million,  or 1.3 percent,  from $397
million to $391  million in the first  quarter of fiscal  2005  compared  to the
first  quarter of fiscal 2004.  As a percent of sales,  food and beverage  costs
decreased  in the first  quarter of fiscal 2005  primarily as a result of a more
favorable   promotional   mix  and   reduced   waste  at  Red  Lobster  and  the
implementation  of cost  savings  initiatives,  which were  partially  offset by
increased lobster,  crab and dairy costs at Red Lobster and dairy costs at Olive
Garden.  During the first  quarter of fiscal  2004,  Red Lobster ran its Endless
Crab  promotion,  which  resulted  in  higher  than  expected  food  costs  as a
percentage of sales.  Restaurant  labor  increased $13 million,  or 3.4 percent,
from $392 million to $406 million in the first  quarter of fiscal 2005  compared
to the first  quarter of fiscal 2004.  As a percent of sales,  restaurant  labor
increased  primarily as a result of an increase in wage rates and reduced  sales
leverage at Red Lobster,  which was partially offset by increased sales leverage
at Olive Garden.  Restaurant expenses (which include lease, property tax, credit
card, utility, workers' compensation, insurance, new restaurant pre-opening, and
other restaurant-level operating expenses) increased $2 million, or 1.3 percent,
from $191 million to $193 million in the first  quarter of fiscal 2005  compared
to the first quarter of fiscal 2004. As a percent of sales,  restaurant expenses
decreased  in the first  quarter of fiscal 2005  primarily  as a result of lower
workers'  compensation  and  general  liability  expenses,   which  were  offset
partially by higher utility expenses.  The decrease in our workers' compensation
and general liability expenses is a result of safety initiatives that we believe
should continue to provide long-term  reductions in both the number and severity
of claims.

     Selling,  general, and administrative expenses increased $1 million, or 0.8
percent,  from $114 million to $115 million in the first  quarter of fiscal 2005
compared to the first  quarter of fiscal 2004.  As a percent of sales,  selling,
general,  and  administrative  expenses for the first quarter of fiscal 2005 was
comparable to the first quarter of fiscal 2004  primarily as a result of reduced
sales leverage at Red Lobster and increased  employee benefit costs,  which were
offset by decreased marketing expenses at Olive Garden.

     Depreciation and amortization expense increased $1 million, or 2.3 percent,
from $52 million to $53 million in the first  quarter of fiscal 2005 compared to
the first  quarter  of fiscal  2004.  As a percent  of sales,  depreciation  and
amortization  expense for the first quarter of fiscal 2005 was comparable to the
first quarter of fiscal 2004 primarily as a result of new restaurant and remodel
activity, which was offset by the favorable impact of higher sales volumes.

     Net interest  expense in the first quarter of fiscal 2005 was comparable to
the first quarter of fiscal 2004 reflecting lower capitalized interest in fiscal
2005 as a result of less new restaurant  and remodel  activity than in the first
quarter of fiscal 2004, which was offset by the favorable impact of higher sales
volumes.

INCOME TAXES

     The effective income tax rate for the first quarter of fiscal 2005 was 34.4
percent  compared to an  effective  income tax rate of 34.0 percent in the first
quarter of fiscal 2004.  The rate increase in fiscal 2005 was primarily due to a
reduction  in the amount of tax  credits  that we expect to  receive  for fiscal
2005.

                                       12
<PAGE>

NET EARNINGS AND NET EARNINGS PER SHARE

     For the first  quarter of fiscal 2005,  our net  earnings  were $72 million
compared  to $69  million for the first  quarter of fiscal  2004,  a 5.1 percent
increase,  and our diluted net earnings  per share were $0.44  compared to $0.40
for the first  quarter of fiscal  2004, a 10 percent  increase.  At Red Lobster,
decreased   sales  and  higher   restaurant   labor,   selling,   general,   and
administrative, and depreciation expenses as a percent of sales more than offset
decreased  food and beverage  costs and  restaurant  expenses as a percentage of
sales. As a result,  Red Lobster's  operating  profit decreased versus the first
quarter of 2004. At Olive Garden,  increased sales and lower restaurant expenses
and selling,  general,  and  administrative  expenses as a percent of sales more
than offset  increased  labor costs as a percent of sales,  resulting  in record
first  quarter   operating  profit  for  Olive  Garden  in  fiscal  2005  and  a
double-digit  operating profit increase over the same period in fiscal 2004. The
increase in both our net  earnings  and diluted net  earnings  per share for the
first quarter of fiscal 2005 was primarily due to increased U.S. same-restaurant
sales at Olive Garden and decreases in our consolidated  food and beverage costs
and  restaurant  expenses as a percent of sales more than  offsetting  increased
restaurant  labor as a percentage  of sales.  Earnings  results were  negatively
impacted by an increase in the effective  income tax rate, which was primarily a
result of a reduction in the amount of tax credits that we expect to receive for
fiscal 2005.

SEASONALITY

     Our sales volumes fluctuate seasonally.  In fiscal 2004 and 2003, our sales
were highest in the spring, lowest in the fall, and comparable during winter and
summer. Holidays, severe weather 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 first  quarter of fiscal 2005,  compared  with the number open at the end of
fiscal 2004 and the end of the first quarter of fiscal 2004.
<TABLE>
<CAPTION>

 -------------------------------------------------------------------------------------------------------------------
                                         August 29, 2004             May 30, 2004             August 24, 2003
 -------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                       <C>                       <C>
 Red Lobster - USA..................             650                       649                       645
 Red Lobster - Canada...............              31                        31                        31
                                              ------                    ------                    ------
      Total.........................             681                       680                       676
                                              ------                    ------                    ------

 Olive Garden - USA.................             539                       537                       521
 Olive Garden - Canada..............               6                         6                         6
                                              ------                    ------                    ------
      Total.........................             545                       543                       527
                                              ------                    ------                    ------

 Bahama Breeze......................              32                        32                        34
 Smokey Bones ......................              76                        69                        44
 Seasons 52.........................               1                         1                         1
                                              ------                    ------                    ------
      Total.........................           1,335                     1,325                     1,282
                                              ======                    ======                    ======
 -------------------------------------------------------------------------------------------------------------------
</TABLE>

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 capital needs.

     Our  commercial  paper program  serves as our primary  source of short-term
financing. As of August 29, 2004, $18 million was outstanding under the program.
To support our  commercial  paper  program,  we have a credit  facility  under a
Credit  Agreement dated October 17, 2003, with a consortium of banks,  including
Wachovia Bank, N.A., as  administrative  agent,  under which we can borrow up to
$400 million. The credit facility allows us to borrow at interest rates based on
a spread  over (i)  LIBOR or (ii) a base  rate  that is the  higher of the prime
rate,  or one-half of one percent  above the federal  funds rate, at our option.
The interest rate spread over LIBOR is determined by our debt rating. The credit
facility  expires  on  October  17,  2008,  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 and a  limitation  of $25 million on priority  debt,  subject to certain
exceptions.

                                       13
<PAGE>

The credit facility does not, however, contain a prohibition on borrowing in the
event of a ratings downgrade or a material adverse change in and of itself. None
of these covenants is expected to limit our liquidity or capital  resources.  As
of August 29, 2004,  we were in compliance  with all covenants  under the Credit
Agreement.

     At August 29, 2004, 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) $150 million
of unsecured 5.75 percent  medium-term  notes due in March 2007, (4) $75 million
of unsecured 7.45 percent  medium-term notes due in April 2011, (5) $100 million
of  unsecured  7.125  percent  debentures  due  in  February  2016,  and  (6) an
unsecured,  variable rate $29 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  statement on
file with the SEC, 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 have  maturity  dates of nine
months or more after issuance.

     A summary of our contractual  obligations and commercial  commitments as of
August 29, 2004 is as follows (in thousands):
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                             Payments Due by Period
----------------------------------------------------------------------------------------------------------------------
       Contractual                             Less than            1-3                3-5               After 5
       Obligations             Total            1 Year             Years              Years               Years
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
<S>                        <C>                <C>             <C>                  <C>               <C>
Short-term debt            $     17,800       $  17,800          $      --          $     --           $      --
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Long-term debt (1)              653,653              --            450,000                --             203,653
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Operating leases                383,576          62,990            111,388            82,915             126,283
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Purchase obligations (2)        598,010         533,057             63,378             1,575                --
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Total contractual cash
   obligations               $1,653,039       $ 613,847          $ 624,766          $ 84,490           $ 329,936
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
</TABLE>

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                    Amount of Commitment Expiration per Period
----------------------------------------------------------------------------------------------------------------------
    Other Commercial       Total Amounts         Less than             1-3               3-5               Over 5
       Commitments           Committed            1 Year              Years             Years              Years
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
<S>                          <C>             <C>                 <C>                <C>                  <C>
Trade letters of credit        $     78        $     78            $    --           $     --            $   --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Standby letters of
 credit (3)                      88,341          88,341                 --                 --                --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Guarantees (4)                    4,147             795              1,449              1,095               808
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Other                             2,125             625              1,000                500                --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Total commercial
   commitments                 $ 94,691        $ 89,839            $ 2,449           $  1,595            $  808
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
<FN>

(1)  Excludes issuance discount of $981.
(2)  Includes commitments for food and beverage items and supplies, capital
     projects, and other miscellaneous commitments.
(3)  Includes   letters  of  credit  for  $72,677   associated   with   workers'
     compensation and general liabilities accrued in our consolidated  financial
     statements;  also  includes  letters of credit for $7,335  associated  with
     lease payments included in contractual  operating lease obligation payments
     noted above.
(4)  Consists  solely of guarantees  associated  with  properties that have been
     assigned.  We are not aware of any non-performance under these arrangements
     that would result in our having to perform in accordance  with the terms of
     the guarantees.
</FN>
</TABLE>

     We are not a party to any off-balance sheet  arrangements that have, or are
reasonably  likely to have, a current or future material effect on our financial
condition,  changes  in  financial  condition,  sales or  expenses,  results  of
operations, liquidity, capital expenditures or capital resources.

     Our Board of Directors  has  authorized us to repurchase up to an aggregate
of 137.4  million  shares  of our  common  stock,  after  giving  effect  to the
additional  22.0 million  shares that were  authorized to be  repurchased by our
Board on  September  28,  2004.  Net cash  flows  used by  financing  activities
included  our  repurchase  of 2.9  million  shares of our  common  stock for $62
million in the first quarter of fiscal 2005,  compared to 1.4 million shares for
$28

                                       14
<PAGE>

million in the first  quarter of fiscal  2004.  As of August 29,  2004,  we have
repurchased a total of 112.2 million shares of our common stock. The repurchased
common stock is reflected as a reduction of stockholders' equity.

     Net cash flows used in investing  activities included capital  expenditures
incurred  principally for building new  restaurants,  replacing  equipment,  and
remodeling existing  restaurants.  Capital  expenditures were $63 million in the
first  quarter of fiscal 2005,  compared to $87 million in the first  quarter of
fiscal 2004.  The  decreased  expenditures  in the first  quarter of fiscal 2005
resulted  primarily  from  decreased  spending   associated  with  building  new
restaurants and remodels.

     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 statement for
unsecured  debt  securities  and  short-term  commercial  paper  program will be
sufficient to finance our capital  expenditures,  stock repurchase program,  and
other operating activities through fiscal 2005.

FINANCIAL CONDITION

     Our current  assets  totaled $367  million at August 29, 2004,  compared to
$346 million at May 30, 2004. The increase resulted  primarily from the increase
in  inventory  of $19  million  that was due to  seasonality  and  opportunistic
product purchases.

     Our current  liabilities  totaled $689 million at August 29, 2004,  up from
$683  million at May 30,  2004.  Accounts  payable of $165 million at August 29,
2004, decreased from $175 million at May 30, 2004, principally due to the timing
and terms of inventory purchases,  capital  expenditures,  and related payments.
Accrued  payroll of $89 million at August 29, 2004,  decreased from $103 million
at May 30,  2004,  principally  due to the payout of the fiscal  2004  incentive
compensation  during the first quarter of fiscal 2005.  Accrued  income taxes of
$78 million at August 29,  2004,  increased  from $49  million at May 30,  2004,
principally  due to the income taxes  accrued for in the first quarter of fiscal
2005 and the timing of income tax payments.  Unearned revenues of $65 million at
August 29, 2004, decreased from $76 million at May 30, 2004,  principally due to
seasonal fluctuations in sales and redemptions of our gift cards.

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 sales and expenses during the reporting
period  (see Note 1 to our  Consolidated  Financial  Statements  included in our
fiscal 2004 Annual Report on Form 10-K).  Actual results could differ from those
estimates.

     Critical  accounting  policies are those that we believe are most important
to the portrayal of our financial  condition and operating results,  and require
our most difficult,  subjective or complex  judgments,  often as a result of the
need to  make  estimates  about  the  effect  of  matters  that  are  inherently
uncertain.  Judgments  and  uncertainties  affecting  the  application  of those
policies  may  result in  materially  different  amounts  being  reported  under
different conditions or using different  assumptions.  We consider the following
policies to be most critical in understanding the judgments that are involved in
preparing our consolidated financial statements.

     Land, Buildings, and Equipment

     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.  Leasehold
improvements,  which  are  reflected  on our  consolidated  balance  sheets as a
component of buildings,  are amortized  over the lesser of the lease term or the
estimated  useful lives of the related  assets using the  straight-line  method.
Equipment is  depreciated  over  estimated  useful lives  ranging from two to 10
years, also using the straight-line method. Accelerated depreciation methods are
generally used for income tax purposes.

     Our accounting policies regarding land, buildings, and equipment, including
leasehold  improvements,  include our judgments  regarding the estimated  useful
lives of these assets,  the residual  values to which the assets are depreciated
or amortized,  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 reported  depreciation and amortization
expense if different  assumptions were used. As discussed  further below,  these
judgments  may also

                                       15
<PAGE>

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

     Land,  buildings,   and  equipment  and  certain  other  assets,  including
capitalized  software  costs and liquor  licenses,  are reviewed for  impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured  by a  comparison  of the  carrying  amount of the assets to the future
undiscounted net cash flows expected to be generated by the assets. Identifiable
cash  flows  are  measured  at the  lowest  level  for  which  they are  largely
independent  of the cash  flows of  other  groups  of  assets  and  liabilities,
generally  at the  restaurant  level.  If  these  assets  are  determined  to be
impaired,  the  impairment  recognized  is  measured  by the amount by which the
carrying amount of the assets exceeds their fair value.  Fair value is generally
determined based on appraisals or sales prices of comparable assets.  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.  Restaurant
sites and certain other assets to be disposed of are included in assets held for
disposal when certain  criteria are met. These criteria  include the requirement
that the  likelihood  of disposing of these assets  within one year is probable.
Those  assets  whose  disposal is not  probable  within one year remain in land,
buildings, and equipment until their disposal is probable within one year.

     The  judgments we make 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 these  assets are  affected by factors  such as the ongoing
maintenance and improvements of the assets, changes in economic conditions,  and
changes in usage or  operating  performance.  As we assess the ongoing  expected
cash flows and carrying amounts of our long-lived  assets,  significant  adverse
changes in these factors could cause us to realize a material impairment charge.
In the fourth quarter of fiscal 2004, we recognized asset impairment  charges of
$37  million  ($22  million  after-tax)  for the  closing of six  Bahama  Breeze
restaurants  and the  write-down  of four other Bahama Breeze  restaurants,  one
Olive Garden  restaurant,  and one Red Lobster restaurant based on an evaluation
of expected cash flows.

     Self-Insurance Accruals

     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 claims, both reported and not yet reported.

     Our  accounting  policies  regarding  self-insurance  programs  include our
judgments and independent  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 reported expense under these
programs.

     Income Taxes

     We estimate  certain  components of our  provision for income taxes.  These
estimates  include,  among other items,  depreciation and  amortization  expense
allowable for tax  purposes,  allowable tax credits for items such as taxes paid
on reported  employee  tip income,  effective  rates for state and local  income
taxes, and the tax deductibility of certain other items.

     Our estimates are based on the best available  information at the time that
we prepare  the  provision.  We  generally  file our annual  income tax  returns
several  months  after our fiscal  year-end.  Income tax  returns are subject to
audit by  federal,  state,  and local  governments,  generally  years  after the
returns are filed.  These  returns could be subject to material  adjustments  or
differing interpretations of the tax laws.

FORWARD-LOOKING STATEMENTS

     Certain statements  included in this report and other materials filed or to
be filed by us with the SEC (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 the Private Securities  Litigation Reform
Act of 1995,  as  codified  in Section  27A of the  Securities  Act of 1933,  as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  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

                                       16
<PAGE>

statements include,  but are not limited to, projections  regarding:  our growth
plans and the number and type of expected new restaurant openings; the impact of
litigation on our financial  position;  and the expected date of our  Chairman's
retirement. 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  factors (each of which is discussed in greater  detail in Part
I, Item 1 of our Annual  Report on Form 10-K for the  fiscal  year ended May 30,
2004):

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 a protracted  economic
     slowdown or worsening economy,  industry-wide cost pressures, public safety
     conditions  (including  ongoing  concerns  about  terrorism  threats or the
     continuing  conflict in Iraq),  weak consumer  demand,  changes in consumer
     preferences,  demographic trends,  weather conditions,  construction costs,
     and the cost and availability of borrowed funds;
o    the price and availability of food, labor, utilities,  insurance and media,
     and other costs,  including  seafood  costs,  employee  benefits,  workers'
     compensation  insurance,  litigation  costs,  and  the  general  impact  of
     inflation;
o    unfavorable publicity relating to food safety or other concerns,  including
     litigation  alleging poor food  quality,  food-borne  illness,  or personal
     injury;
o    the availability of desirable restaurant locations;
o    government  regulations and litigation  relating to federal and state labor
     laws, 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.

 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 August 29, 2004,  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
$5 million over a period of one year  (including the impact of the interest rate
swap agreements discussed in Note 7 to the Consolidated  Financial  Statements).
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  $20 million.  The
fair value of our  long-term  fixed rate debt during the first quarter of fiscal
2005  averaged  $673  million,  with a high  of $677  million  and a low of $666
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

     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-15(e) under the Exchange Act) as
of August 29, 2004, the end of the period covered by 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 August 29,
2004.

     During the fiscal quarter ended August 29, 2004, there was no change in our
internal  control over financial  reporting (as defined in Rule 13a-15(f)  under
the Exchange  Act) that has  materially  affected,  or is  reasonably  likely to
materially affect, our internal control over financial reporting.


                                       17
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings


     In March  2003 and March  2002,  three of our  current  and  former  hourly
restaurant  employees filed two purported  class action  lawsuits  against us in
California  Superior  Court of Orange County  alleging  violations of California
labor laws with respect to providing  meal and rest  breaks.  The lawsuits  seek
penalties under Department of Labor rules providing a one hundred dollar penalty
per violation per employee, plus attorney's fees on behalf of the plaintiffs and
other purported class members. Discovery is currently underway in these matters.
One of the cases was removed to our mandatory arbitration program,  although the
Court  retained the  authority to permit a sample of class-wide  discovery.  The
other case remains  pending in California  Superior Court of Orange  County.  In
September  2003,  three  former  employees in  Washington  State filed a similar
purported  class action in Washington  State  Superior  Court in Spokane  County
alleging  violations  of  Washington  labor laws with respect to providing  rest
breaks.  The Court  stayed the  action,  and  ordered  the  plaintiffs  into our
mandatory arbitration program; the plaintiffs motion for reconsideration was not
granted, and their motion for modification of the appellate decision is pending.
We intend to vigorously defend our position in all of these cases.  Although the
outcome of the cases cannot be  ascertained at this time, we do not believe that
the disposition of these cases, either  individually or in the aggregate,  would
have a material adverse effect on our financial position,  results of operations
or liquidity.

     We are subject to other private  lawsuits,  administrative  proceedings and
claims  that  arise  in the  ordinary  course  of our  business.  These  matters
typically   involve  claims  from  guests,   employees  and  others  related  to
operational  issues  common  to the  restaurant  industry.  A  number  of  these
lawsuits,  proceedings  and  claims  may  exist at any given  time.  We could be
affected by adverse publicity resulting from the allegations comprising a claim,
regardless  of whether the  allegations  are valid or whether we are  ultimately
found  liable.  From time to time,  we also are involved in lawsuits  related to
infringement  of, or challenges to, our  trademarks.  We do not believe that the
final disposition of the lawsuits and claims in which we are currently involved,
either individually or in the aggregate,  will have a material adverse effect on
our financial position, results of operations or liquidity.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

     The table below provides information concerning our repurchase of shares of
our common  stock  during the first  quarter of fiscal  2005.  Since  commencing
repurchases in December 1995, we have repurchased a total of 112,164,482  shares
under  authorizations  from our Board of Directors to repurchase an aggregate of
137,400,000  shares,  including  an  additional  22  million  shares  that  were
authorized by our Board of Directors to be repurchased on September 28, 2004.
<TABLE>
<CAPTION>

-------------------------------- --------------------- -------------- ----------------------- -----------------------
                                                                         Total Number of        Maximum Number of
                                                                       Shares Purchased as         Shares that
                                     Total Number         Average        Part of Publicly      May Yet be Purchased
                                 of Shares Purchased    Price Paid      Announced Plans or      Under the Plans or
             Period                      (1)             per Share           Programs              Programs (2)
-------------------------------- --------------------- -------------- ----------------------- -----------------------
<S>                                      <C>               <C>              <C>                      <C>
May 31, 2004 through
   July 4,2004                             316,172          $20.63             316,172                5,842,144
-------------------------------- --------------------- -------------- ----------------------- -----------------------
July 5, 2004 through
   August 1, 2004                        1,906,537          $21.43           1,906,537                3,935,607
-------------------------------- --------------------- -------------- ----------------------- -----------------------
August 2, 2004 through
   August 29, 2004                         700,089          $20.82             700,089                3,235,518
-------------------------------- --------------------- -------------- ----------------------- -----------------------
Total                                    2,922,798          $21.20           2,922,798                3,235,518
-------------------------------- --------------------- -------------- ----------------------- -----------------------
<FN>

(1)  All of the shares  purchased  during the first  quarter of fiscal 2005 were
     purchased  as  part  of our  repurchase  program.  The  authority  for  our
     repurchase program was increased to an aggregate of 115.4 million shares by
     our Board on September 18, 2002, and announced  publicly in a press release
     that same day, and was most recently  increased by 22 million  shares to an
     aggregate  of 137.4  million  shares by our Board of Directors on September
     28, 2004,  and announced  publicly in a press release issued that same day.
     There is no expiration date for our program. The number of shares purchased
     includes  shares  withheld for taxes on vesting of  restricted  stock,  and
     shares  delivered  or  deemed to be  delivered  to us on tender of stock in
     payment for the  exercise  price of options.  These  shares are included as
     part of our repurchase program and deplete the

                                       18
<PAGE>

     repurchase  authority  granted by our Board. The number of shares purchased
     excludes  shares  we  reacquired  pursuant  to tax  withholding  on  option
     exercises or forfeiture of restricted stock.

(2)  Repurchases  are subject to prevailing  market prices,  may be made in open
     market or private  transactions,  and may occur or be  discontinued  at any
     time.  There can be no assurance that we will  repurchase  any shares.  The
     figures in this column  exclude the  additional 22 million shares that were
     authorized to be repurchased by our Board on September 28, 2004.
</FN>
</TABLE>

Item 5.  Other Information

     On  September  28,  2004,  our  Board  of  Directors   declared  a  regular
semi-annual  cash  dividend  of four cents per share on our  outstanding  common
stock. The dividend is payable on November 1, 2004, to shareholders of record as
of the close of business on October 8, 2004.  On September  28, 2004,  the Board
also  authorized us to repurchase an additional 22 million  shares of our common
stock after the prior  authorizations  to repurchase an aggregate of 115,400,000
shares of our common stock have been exhausted.

     We entered into a letter  agreement dated October 7, 2004, with Joe R. Lee,
our Chairman and Chief Executive Officer,  providing that from the expected date
of his  retirement as our Chairman on November 29, 2005 until November 28, 2007,
he will  be a  consultant  to us,  performing  such  duties  as we may  request,
including  consultation on matters on which he worked during his employment with
us, or other  matters  affecting  us and the  restaurant  industry.  He may also
represent us in restaurant  industry  associations  and at related  events.  For
these  services,  Mr.  Lee  will be paid a fee of  $300,000  per  year,  will be
reimbursed  for  reasonable  travel and related  expenses,  and will be provided
office space and secretarial  support. Mr. Lee will not be eligible for employee
benefits beyond those available to him as a retiree. Under the letter agreement,
Mr. Lee also has agreed to keep confidential any of our proprietary information,
not to compete  with us or become an  employee,  director  or owner of any other
casual  dining  restaurant  company  anywhere in the United  States,  and not to
employ,  solicit or offer to employ any of our directors,  officers or employees
during the term of his consulting arrangement.

Item 6.  Exhibits

     Exhibit 10(a) Letter  Agreement dated October 7, 2004,  between Joe Lee and
                   Darden Restaurants, Inc.

     Exhibit 10(b) Form of Stock  Option  Award  Agreement  under  the  Darden
                   Restaurants, Inc. 2002 Stock Incentive Plan.

     Exhibit 10(c) Form of  Restricted  Stock Award  Agreement  under the Darden
                   Restaurants, Inc. 2002 Stock Incentive Plan.

     Exhibit 10(d) Form of Restricted  Stock Unit Award  Agreement  (U.S.) under
                   the Darden Restaurants, Inc. 2002 Stock Incentive Plan.

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

     Exhibit 31(a) Certification of Chief Executive Officer pursuant to Section
                   302 of the Sarbanes-Oxley Act of 2002.

     Exhibit 31(b) Certification of Chief Financial Officer pursuant to Section
                   302 of the Sarbanes-Oxley Act of 2002.

     Exhibit 32(a) Certification of Chief Executive Officer pursuant to Section
                   906 of the Sarbanes-Oxley Act of 2002.

     Exhibit 32(b) Certification of Chief Financial Officer pursuant to Section
                   906 of the Sarbanes-Oxley Act of 2002.


                                       19
<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:   October 7, 2004    By: /s/ Paula J. Shives
                               -------------------------
                                Paula J. Shives
                                Senior Vice President,
                                General Counsel and Secretary



Dated:   October 7, 2004     By: /s/ Linda J. Dimopoulos
                               -------------------------
                               Linda J. Dimopoulos
                               Senior Vice President and Chief Financial Officer
                               (Principal financial officer)







                                       20
<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number        Exhibit Title

10(a)         Letter Agreement dated October 7, 2004, between Joe Lee and Darden
              Restaurants, Inc.

10(b)         Form of Stock Option Award Agreement under the Darden Restaurants,
              Inc. 2002 Stock Incentive Plan.

10(c)         Form of Restricted Stock Award Agreement under the Darden
              Restaurants, Inc. 2002 Stock Incentive Plan.

10(d)         Form of Restricted Stock Unit Award Agreement (U.S.) under the
              Darden Restaurants, Inc. 2002 Stock Incentive Plan.

12            Computation of Ratio of Consolidated Earnings to Fixed Charges.

31(a)         Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

31(b)         Certification of Chief Financial Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

32(a)         Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

32(b)         Certification of Chief Financial Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.









                                       21
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>joeleeletteragmt.txt
<DESCRIPTION>EX. 10(A) JOE LEE LETTER AGREEMENT
<TEXT>
                                                                   Exhibit 10(a)

October 7, 2004

Mr. Joe R. Lee
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, FL  32809

Dear Joe,

This letter will set forth the terms of the consulting  arrangement  between you
and Darden Restaurants,  Inc. ("Darden"). Upon your retirement from the position
of Chief Executive Office effective  November 29, 2004, you have indicated that,
subject to your re-election by Darden's shareholders and the Board of Directors,
you will remain as Chairman of Darden's  Board of Directors  until  November 29,
2005. The Board and Darden value your deep knowledge of the restaurant  industry
and  particularly  of  Darden,  its  business,  personnel,  suppliers  and other
constituents.  Because  of our mutual  interest  in a smooth  transition  to new
management,  Darden  has  requested  that you serve as a  consultant  after your
tenure as a Director and Chairman of the Board has ended.  You have agreed to do
so on the terms set forth in this letter, specifically:

1.   From November 29, 2005 until November 28, 2007, you will be a consultant to
     Darden.  As such,  you will  remain  available  to Darden  with  reasonable
     notice, to perform duties at the reasonable  request of Darden's Chairman &
     Chief Executive Officer.  These duties may include  consultation on matters
     on which you worked during your  employment  with Darden,  or other matters
     affecting  Darden  and  the  restaurant  industry,  and  may  also  include
     representation of Darden in restaurant industry associations and at related
     events.

2.   You also grant  Darden the right to make  reasonable  non-exclusive  use of
     your name and likeness for any reasonable business purpose.

3.   You agree:
     (a)  to  keep   confidential  and  not  to  disclose  any  confidential  or
proprietary  information of Darden or its  subsidiaries or divisions,  including
Red  Lobster,  Olive  Garden,  Bahama  Breeze,  Smokey Bones or the New Business
Division,  at  all  times  during  and  after  the  period  of  your  consulting
engagement;
     (b) during the period of this Agreement,  to not directly or indirectly (i)
become an employee, contractor,  consultant,  director, owner or investor in any
casual dining  restaurant  company anywhere in the United States or (ii) employ,
solicit,  or offer to employ any director,  officer or employee of Darden or any
of its subsidiaries, or encourage any director, officer or employee to leave his
or her employment.
     The provisions of this  Paragraph 3 will survive  termination or expiration
of this agreement.

4.   As  consideration  for these services and for the obligations  described in
     this agreement,  Darden will pay you a consulting fee of $300,000 per year,
     in twelve equal monthly  installments.  Darden will also  reimburse you for
     all reasonable  travel and related  expenses you may incur while performing
     services under this agreement, and will provide reasonable office space and
     secretarial  support. As a consultant you will not be eligible for employee
     benefits beyond those available to you as a retiree.

5.   You  acknowledge  that you are performing  these services as an independent
     contractor,  and not as a Darden employee, and that you are responsible for
     any taxes that are payable as a result of this arrangement.

6.   If you are unable to perform  your  duties  under  this  Agreement  for any
     reason,  as  reasonably  determined  by  majority  vote of the  independent
     members of Darden's Board of Directors, Darden may terminate this Agreement
     without further  obligation,  upon not less than 30 days' written notice to
     you at the  address  last  shown on the  records  of  Darden.  You may also
     terminate this Agreement at any time, without reason, upon not less than 30
     days' written notice to Darden.  Any termination of this

                                                                               1
<PAGE>

     Agreement shall be effective upon the date specified in the notice,  or, if
     no date is specified,  termination shall be effective 30 days from the date
     the notice is received.

7.   This  Agreement  will be  governed  by the laws of the  State  of  Florida,
     without regard to conflicts of laws provisions.


Joe, if this letter reflects our agreement, please sign and date it where
indicated.


Sincerely yours,

DARDEN RESTAURANTS, INC.


BY:/s/ Odie Donald
  -------------------------------------------
Odie Donald, Lead Director             Date


BY:/s/ Mike Rose
  -------------------------------------------
Mike Rose, Director                    Date


Read and agreed.

/s/ Joe R. Lee
----------------------------------------------
Joe R. Lee                             Date

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

                                                                               2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>stockoptiongrantagmt_cert.txt
<DESCRIPTION>EX 10(B) STOCK OPTION AWARD + CERT.
<TEXT>

                                                                   Exhibit 10(b)


                                    NOTICE OF
                               STOCK OPTION GRANT



                           This certifies that [name]

   has an option to purchase **[number]* shares of Common Stock, no par value,

               of Darden Restaurants, Inc., a Florida corporation.

        Social Security Number:
        Grant Date:                                       _______________, 200_
        Purchase Price Per Share:
        Expiration Date:                                  _______________, 20__
        Type of Option:                                           Non-Qualified
        Salary or Bonus Replacement Option                Yes_____      No_____
        Exercisable Date:                                    [vesting schedule]

This Stock  Option is governed by, and subject in all respects to, the terms and
conditions  of the  Non-Qualified  Stock  Option  Agreement,  a copy of which is
attached to and made a part of this document,  and the Darden Restaurants,  Inc.
2002 Stock  Incentive  Plan, a copy of which is  available  upon  request.  This
Notice of Stock  Option  Grant has been duly  executed,  by manual or  facsimile
signature, on behalf of Darden Restaurants, Inc.

[signature]                                                      [signature]

Chairman of the Board     DARDEN RESTAURANTS, INC.      Senior Vice President
Chief Executive Officer                            General Counsel and Secretary



<PAGE>



                            DARDEN RESTAURANTS, INC.

                            2002 STOCK INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT
     This  Non-Qualified  Stock Option Agreement is between Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Notice  of Stock  Option  Grant  (the  "Notice").  This  Agreement  is
effective as of the date of grant set forth in the  attached  Notice (the "Grant
Date").

     The Company  desires to provide you with an opportunity to purchase  shares
of the Company's Common Stock, no par value (the "Common Stock"), as provided in
this  Agreement  in order to carry out the purpose of the  Company's  2002 Stock
Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Grant of Option.

     The Company hereby grants to you, effective as of the Grant Date, the right
and option (the "Option") to purchase all or any part of the aggregate number of
shares  of  Common  Stock set  forth in the  attached  Notice,  on the terms and
conditions  contained in this Agreement and in accordance  with the terms of the
Plan.  The Option is not  intended to be an incentive  stock  option  within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

     2. Exercise Price.

     The per share  purchase  price of the shares subject to the Option shall be
the purchase price per share set forth in the attached Notice.

     3. Term of Option and Exercisability.

     The term of the  Option  shall be for a period of ten years  from the Grant
Date,  terminating at the close of business on the expiration  date set forth in
the  attached  Notice  (the  "Expiration  Date")  or such  shorter  period as is
prescribed  in  Sections  5 and 6 of this  Agreement.  The Option  shall  become
exercisable,  or vest,  on the date or dates set forth in the  attached  Notice,
subject to the  provisions  of  Sections  4, 5 and 6 of this  Agreement.  To the
extent the Option is  exercisable,  you may exercise it in whole or in part,  at
any time, or from time to time, prior to the termination of the Option.

     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions contained in this Agreement,  from and
after a Change of Control  (as defined  below) the  following  provisions  shall
apply:

<PAGE>

     (a) If you are employed by the Company or an Affiliate of the Company,  the
Option shall become  immediately  exercisable in full for a period of six months
following the date of the Change of Control.  After this six-month  period,  the
vesting provisions  contained in Section 3 above and in the attached Notice will
govern with respect to any unexercised  portion of the Option.  However, if your
employment with the Company or an Affiliate of the Company is terminated  within
two  years  after a Change of  Control,  the  Option  shall  become  immediately
exercisable  in full and the  Option  shall  expire  on the  earlier  of (i) the
Expiration  Date set forth in the Notice and (ii) the date that is three  months
after the date of your termination of employment.

     (b) If you are serving on the Board of Directors of the Company but are not
an  employee  of the Company or an  Affiliate  of the  Company (a  "Non-Employee
Director"),  the Option shall  become  immediately  exercisable  in full and the
Option shall expire on the Expiration Date set forth in the Notice.

     (c) For purposes of this  Agreement,  "Change of Control" shall mean any of
the following events:

          (i) any person  (including  a group as defined in Section  13(d)(3) of
     the  Securities  Exchange  Act of 1934,  as amended)  becomes,  directly or
     indirectly,  the  beneficial  owner  of 20% or  more of the  shares  of the
     Company entitled to vote for the election of directors;

          (ii) as a result  of or in  connection  with any  cash  tender  offer,
     exchange  offer,  merger or other business  combination,  sale of assets or
     contested election,  or combination of the foregoing,  the persons who were
     directors  of the Company  just prior to such event cease to  constitute  a
     majority of the Company's Board of Directors; or

          (iii) the  shareholders of the Company approve an agreement  providing
     for a  transaction  in which the  Company  will cease to be an  independent
     publicly-owned  corporation  or a  sale  or  other  disposition  of  all or
     substantially all of the assets of the Company.

     5. Effect of Termination of Employment or End of Board Service.

     (a) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company and the Option is not a Salary Replacement Option or a Bonus Replacement
Option as indicated in the Notice, any portion of the Option that was not vested
on the date of your termination of employment shall be forfeited and any portion
of the Option that was vested on the date of your  termination of employment may
be  exercised  until the  earlier  of (x) the  Expiration  Date set forth in the
Notice and (y) the date that is three months after the date of your  termination
of employment, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan),  and your  combined age and years of service with
     the  Company or an  Affiliate  of the  Company  equal at least 70, then any
     portion of the Option  that has not vested on the date of your  termination
     of employment  but that would have vested within two years from the date of
     termination  if your  employment  had  continued  shall

                                       3
<PAGE>

     become  immediately  exercisable  and the Option may be exercised until the
     earlier of (x) the Expiration Date set forth in the Notice and (y) the date
     that is two years after the date of your termination of employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the  Company  or an  Affiliate  of the  Company,  the Option  shall  become
     immediately  exercisable in full and may be exercised  until the Expiration
     Date set forth in the Notice; or

          (iii) if you die while  employed by the Company or an Affiliate of the
     Company,  any  portion of the Option  that has not vested as of the date of
     your  death  shall  vest  on  a  pro  rata  basis  and  become  immediately
     exercisable,  based on the number of full  months of  employment  completed
     from  the  Grant  Date to the date of your  death,  and the  Option  may be
     exercised until the Expiration Date set forth in the Notice. The Option may
     be exercised by your personal  representative or the administrators of your
     estate or by any Person or Persons to whom the Option has been  transferred
     by will or the applicable laws of descent and distribution.

     (b) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company  and the Option is a Salary  Replacement  Option or a Bonus  Replacement
Option  as  indicated  in  the  Notice,  the  Option  shall  become  immediately
exercisable in full and may be exercised until the earlier of (x) the Expiration
Date set forth in the  Notice  and (y) the date that is three  months  after the
date of your termination of employment, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan),  and your  combined age and years of service with
     the  Company or an  Affiliate  of the  Company  equal at least 70, then the
     Option shall become  immediately  exercisable  in full and may be exercised
     until the  earlier of (x) the  Expiration  Date set forth in the Notice and
     (y) the  date  that is two  years  after  the date of your  termination  of
     employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the  Company  or an  Affiliate  of the  Company,  the Option  shall  become
     immediately  exercisable in full and may be exercised  until the Expiration
     Date set forth in the Notice; or

          (iii) if you die while  employed by the Company or an Affiliate of the
     Company, the Option shall become immediately exercisable in full and may be
     exercised until the Expiration Date set forth in the Notice. The Option may
     be exercised by your personal  representative or the administrators of your
     estate or by any Person or Persons to whom the Option has been  transferred
     by will or the applicable laws of descent and distribution.

     (c) If you are a Non-Employee  Director and you cease to serve on the Board
of Directors,  any portion of the Option that was not vested on your last day of
Board  service  shall be forfeited and any portion of the Option that was vested
on your last day of Board service may be exercised  until the earlier of (x) the
Expiration  Date set forth in the Notice  and (y) the date that is three  months
after your last day of Board service, except that:

                                       4
<PAGE>


          (i) if you have  served on the  Company's  Board of  Directors  for at
     least five  years,  any  portion of the Option  that was not vested on your
     last day of Board  service shall be forfeited and any portion of the Option
     that was vested on your last day of Board  service may be  exercised  until
     the Expiration Date set forth in the Notice;

          (ii) if you die while serving on the Company's Board of Directors, any
     portion of the Option that was not vested on your last day of Board service
     shall be  forfeited  and any  portion of the Option that was vested on your
     last day of Board service may be exercised  until the  Expiration  Date set
     forth  in  the  Notice.  The  Option  may be  exercised  by  your  personal
     representative  or the  administrators  of your  estate or by any Person or
     Persons to whom the Option has been  transferred  by will or the applicable
     laws of descent and distribution; or

          (iii) if the Option is a Salary Replacement Option as indicated in the
     Notice,  the Option  shall  continue  to vest on the dates set forth in the
     Notice  and may be  exercised  until the  Expiration  Date set forth in the
     Notice  notwithstanding  the  cessation  of your  service  on the  Board of
     Directors for any reason, including your death.

     6. Non-Competition.

     Notwithstanding  the provisions of Section 5 of this Agreement,  if, within
two years  following  your  termination  of  employment  with the  Company or an
Affiliate of the Company for any reason (including retirement),  you directly or
indirectly  (a) own,  manage or operate,  become or are  employed by, or provide
consulting,  advisory  or  other  services  to any  enterprise,  corporation  or
business that owns or operates casual dining restaurants  anywhere in the United
States or Canada (a "Competitor") or (b) you solicit or induce any person who is
an  employee  of the Company or an  Affiliate  of the Company to own,  manage or
operate,  become employed by, or provide consulting,  advisory or other services
to a  Competitor,  then  your  Option  will  expire  on the  earlier  of (i) the
Expiration Date set forth in the Notice or (ii) on the date that is three months
after  the  date  you  commenced  employment  with  the  Competitor  or took the
competitive action described above.

     7. Method of Exercising Option.

     (a) Subject to the terms and conditions of this Agreement, you may exercise
your Option by following the procedures  established by the Company from time to
time. In addition, you may exercise your Option by written notice to the Company
as provided in Section 10(i) of this  Agreement that states (i) your election to
exercise the Option, (ii) the Grant Date of the Option, (iii) the purchase price
of the  shares,  (iv) the  number  of  shares  as to which  the  Option is being
exercised,  (v) the  manner of payment  and (vi) the  manner of payment  for any
income tax withholding  amount.  The notice shall be signed by you or the Person
or Persons  exercising the Option. The notice shall be accompanied by payment in
full of the  exercise  price for all shares  designated  in the  notice.  To the
extent that the Option is  exercised  after your  death,  the notice of exercise
shall also be accompanied  by  appropriate  proof of the right of such Person or
Persons to exercise the Option.

                                       5

<PAGE>


     (b) Payment of the exercise price shall be made to the Company  through one
or a combination of the following methods:

          (i) cash, in United States currency  (including  check,  draft,  money
     order or wire transfer made payable to the Company); or

          (ii) delivery  (either actual delivery or by attestation) of shares of
     Common  Stock  acquired  by you more than six  months  prior to the date of
     exercise  having a Fair Market  Value on the date of exercise  equal to the
     Option exercise price.  You shall represent and warrant in writing that you
     are the owner of the  shares  so  delivered,  free and clear of all  liens,
     encumbrances,  security  interests  and  restrictions,  and you shall  duly
     endorse in blank all certificates delivered to the Company.

     8. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax adviser
regarding  the income tax  consequences  of  exercising  the Option or any other
matters  related to this  Agreement.  If you are  employed  by the Company or an
Affiliate of the Company, 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 your
sole and absolute responsibility, are withheld or collected from you.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable tax withholding  obligations  arising from the exercise of the Option
by (i) delivering cash  (including  check,  draft,  money order or wire transfer
made payable to the order of the  Company),  (ii) having the Company  withhold a
portion of the shares of Common Stock otherwise to be delivered upon exercise of
the Option having a Fair Market Value equal to the amount of such taxes or (iii)
delivering  to the Company  shares of Common  Stock  having a Fair Market  Value
equal to the amount of such taxes.  The Company will not deliver any  fractional
share of Common  Stock but will pay, in lieu  thereof,  the Fair Market Value of
such fractional share. Your election must be made on or before the date that the
amount of tax to be withheld is determined.

     9. Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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  covered by the Option such that an  adjustment is determined
by the Committee  administering  the Plan to be  appropriate in order to prevent
dilution or  enlargement  of the benefits or potential  benefits  intended to be
made available under this Agreement,  then the Committee  administering the Plan
shall, in such manner as it may deem equitable,  in its sole discretion,  adjust
any or all of the number  and type of the  shares  covered by the Option and the
exercise price of the Option.

                                       6

<PAGE>

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Rights as a Shareholder.  Neither you nor your legal representatives
shall have any of the rights and privileges of a shareholder of the Company with
respect to the  shares of Common  Stock  subject to the Option  unless and until
such shares are issued upon exercise of the Option.

     (c) No Right to Employment or Board  Service.  Nothing in this Agreement or
the Plan  shall be  construed  as  giving  you the  right to be  retained  as an
employee of the Company or any  Affiliate of the Company or to continue to serve
on the Company's Board of Directors. In addition, the Company or an Affiliate of
the Company may at any time dismiss you from employment, free from any liability
or any claim under this Agreement,  unless otherwise  expressly provided in this
Agreement.

     (d) Option Not Transferable. Except as otherwise provided by the Plan or by
the Committee administering the Plan, the Option shall not be transferable other
than by will or by the laws of descent and  distribution and the Option shall be
exercisable during your lifetime only by you or, if permissible under applicable
law, by your  guardian or legal  representative.  The Option may not be pledged,
alienated,   attached  or  otherwise  encumbered,   and  any  purported  pledge,
alienation,   attachment  or  encumbrance  of  the  Option  shall  be  void  and
unenforceable against the Company or any Affiliate of the Company.

     (e)  Reservation of Shares.  The Company shall at all times during the term
of the Option  reserve and keep  available such number of shares of Common Stock
as will be sufficient to satisfy the requirements of this Agreement.

     (f)  Securities  Matters.  The Company shall not be required to deliver any
shares of Common Stock until the requirements of any federal or state securities
or other  laws,  rules or  regulations  (including  the rules of any  securities
exchange) as may be determined by the Company to be applicable are satisfied.

     (g) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (h) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

                                       7
<PAGE>


     (i) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                  Darden Restaurants, Inc.
                  Supervisor, Stock Compensation Plans
                  5500 Lake Ellenor Drive
                  Orlando, FL  32809

     (j) Notice of Stock Option Grant. This Non-Qualified Stock Option Agreement
is attached to and made part of a Notice of Stock Option Grant and shall have no
force or effect unless such Notice is duly executed and delivered by the Company
to you.


                                 * * * * * * * *
















                                       8



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>restrictstockaward.txt
<DESCRIPTION>EX 10(C) RESTRICTED STOCK AWARD AGMT + CERT
<TEXT>
                                                                   Exhibit 10(c)



                                AWARD CERTIFICATE



                             Restricted Stock Award


                           This certifies that [name]

   is granted a Restricted Stock Award for **[number]* shares of Common Stock,

        no par value, of Darden Restaurants, Inc., a Florida corporation.

   Social Security Number:
   Grant Date:                                              ____________ , 200_
   Expiration Date of Restricted Period:       [June 30, ___] [vesting schedule]
   Expiration Date of Restricted Period
   subject to acceleration based on Company
   performance as set forth in the attached
   Agreement:                                              Yes ____   No _____
   Awarded (subject to forfeiture) subject
   to the Darden Restaurants, Inc.
   Management and Professional Incentive                   Yes ____   No _____
   Plan:


This Restricted  Stock Award is governed by, and subject in all respects to, the
terms and conditions of the Restricted Stock Award Agreement, a copy of which is
attached to and made a part of this document,  and the Darden Restaurants,  Inc.
2002 Stock Incentive Plan, a copy of which is available upon request. This Award
Certificate has been duly executed, by manual or facsimile signature,  on behalf
of Darden Restaurants, Inc.

     [signature]                                                [signature]

Chairman of the Board     DARDEN RESTAURANTS, INC.       Senior Vice President
Chief Executive Officer                            General Counsel and Secretary



<PAGE>



                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                        RESTRICTED STOCK AWARD AGREEMENT

     This Restricted Stock Award Agreement is between Darden Restaurants,  Inc.,
a Florida corporation (the "Company"), and you, the person named in the attached
Award  Certificate  who is an employee of the Company or one of its  Affiliates.
This  Agreement  is  effective as of the date of grant set forth in the attached
Award Certificate (the "Grant Date").

     The  Company  wishes to award to you a number  of  shares of the  Company's
Common Stock, no par value (the "Common Stock"), subject to certain restrictions
as  provided  in this  Agreement,  in  order  to carry  out the  purpose  of the
Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Award of Restricted Stock.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of  Restricted  Stock for that number of shares of Common Stock set forth in the
attached Award Certificate (the "Shares"), on the terms and conditions set forth
in this Agreement and the Award  Certificate and in accordance with the terms of
the Plan.

     2. Rights with Respect to the Shares.

     With respect to the Shares, you shall be entitled to exercise the rights of
a  shareholder  of Common Stock of the Company,  including the right to vote the
Shares and the right to receive cash dividends  thereon as provided in Section 8
of this Agreement, unless and until the Shares are forfeited pursuant to Section
5 hereof. Your rights with respect to the Shares shall remain forfeitable at all
times prior to the date or dates on which such  rights  become  vested,  and the
restrictions  with respect to the Shares lapse,  in accordance with Section 3, 4
or 5 hereof.

     3. Vesting.

     (a) Subject to the terms and conditions of this Agreement, the Shares shall
vest, and the  restrictions  with respect to the Shares shall lapse, on the date
or  dates  and in the  amount  or  amounts  set  forth  in  the  attached  Award
Certificate if you remain  continuously  employed by the Company or an Affiliate
of the Company until the respective vesting dates.

     (b) If,  but only if, the Award  Certificate  attached  to this  Restricted
Stock Award Agreement  states that the Expiration Date of the Restricted  Period
is subject to  acceleration  based on Company  performance,  then the  following
provisions will apply:

<PAGE>

          (i) The Shares shall vest,  and the  restrictions  on the Shares shall
     lapse,  annually  following  the end of each of the first five fiscal years
     ending after the Grant Date,  in an amount equal to [insert formula.]

          (ii) [insert definition for formula.]

          (iii)[insert definition for formula.]

          (iv) The  calculations  under  this  Section  3(b) shall be made on or
     before the June 30 immediately  following the end of the applicable  fiscal
     year and any accelerated  vesting resulting from such calculations shall be
     effective as of that June 30.

          (v) The Committee  administering  the Plan shall have the authority to
     make any determinations regarding questions arising from the application of
     the provisions of this Section 3(b),  which  determination  shall be final,
     conclusive and binding on you and the Company.

     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally vested in all Shares and the restrictions with respect to all of
the Shares shall  lapse.  For  purposes of this  Agreement,  "Change of Control"
shall mean any of the following events:

     (a) any person  (including  a group as defined in Section  13(d)(3)  of the
Securities  Exchange Act of 1934, as amended)  becomes,  directly or indirectly,
the  beneficial  owner of 20% or more of the shares of the  Company  entitled to
vote for the election of directors;

     (b) as a result of or in connection  with any cash tender  offer,  exchange
offer,  merger  or other  business  combination,  sale of  assets  or  contested
election, or combination of the foregoing, the persons who were directors of the
Company just prior to such event cease to constitute a majority of the Company's
Board of Directors; or

     (c) the  shareholders of the Company  approve an agreement  providing for a
transaction in which the Company will cease to be an independent  publicly-owned
corporation or a sale or other  disposition of all or  substantially  all of the
assets of the Company.

     5. Early  Vesting;  Forfeiture;  Automatic  Conversion to Restricted  Stock
Units.

     (a) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company  prior to the  vesting of the Shares  pursuant to Section 3 or 4 hereof,
your rights to all of the unvested  Shares shall be immediately  and irrevocably
forfeited, including the right to vote such Shares and the right to receive cash
dividends on such Shares, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan)  prior to the  vesting of the Shares  pursuant  to
     Section 3 or 4

                                       2
<PAGE>


     hereof,  and your  combined age and years of service with the Company or an
     Affiliate  of the Company  equal at least 70, then any Shares that have not
     vested on the date of your  termination  of employment  but that would have
     vested within two years from the date of termination if your employment had
     continued shall become  immediately  vested on the date of your termination
     of employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the  Company or an  Affiliate  of the  Company  prior to the vesting of the
     Shares pursuant to Section 3 or 4 hereof,  you will continue to vest in the
     Shares of Restricted Stock as set forth in the Award Certificate; or

          (iii) if you die  prior  to the  vesting  of the  Shares  pursuant  to
     Section 3, 4 or 5 hereof,  the Shares  will vest on a pro rata basis on the
     date of your death,  based on the number of full months from the Grant Date
     to the date of your death.  No transfer by will or the  applicable  laws of
     descent and  distribution  of any Shares which vest by reason of your death
     shall be effective to bind the Company  unless the Committee  administering
     the Plan shall have been furnished with written notice of such transfer and
     a copy  of the  will or such  other  evidence  as the  Committee  may  deem
     necessary to establish the validity of the transfer.

          (b) If the Award  Certificate  attached to this Restricted Stock Award
     Agreement  states that this Restricted Stock Award has been awarded subject
     to the Darden Restaurants,  Inc. Management and Professional Incentive Plan
     (the "MIP"),  then this Restricted Stock Award and the related Shares shall
     be  cancelled,  forfeited  and  returned to the  Company  unless all of the
     requirements  set  forth in the MIP for the year to which the grant of this
     Restricted Stock Award relates are satisfied.

          (c) If, as determined in January of each year, you will attain the age
     of 55 with 10 years of  service  with the  Company or an  Affiliate  of the
     Company  during the one-year  period  beginning on the last business day of
     January of that year (the  "Automatic  Conversion  Date") and ending on the
     last  business  day of January of the  following  year,  then (i) as of the
     Automatic  Conversion  Date,  your  rights  to all of the  Shares  that are
     unvested  on  the  Automatic  Conversion  Date  shall  be  immediately  and
     irrevocably  forfeited,  including  the right to vote such  Shares  and the
     right to  receive  cash  dividends  on such  Shares,  and  (ii)  you  shall
     automatically  receive,  effective as of the Automatic  Conversion Date, an
     award of  restricted  stock  units  under the Plan for that number of units
     equal to the  number of Shares so  forfeited,  dated as of the Grant  Date,
     with the same vesting schedule as provided in this Agreement and containing
     such other terms and  conditions as are set forth in or  established  under
     the Plan.

     6. Restriction on Transfer.

     Until the Shares  vest  pursuant  to Section 3, 4 or 5 hereof,  none of the
Shares  may be sold,  assigned,  transferred,  pledged,  attached  or  otherwise
encumbered,  and no  attempt  to  transfer  the  Shares,  whether  voluntary  or
involuntary,  by operation of law or otherwise,  shall vest the transferee  with
any interest or right in or with respect to the Shares.

                                       3
<PAGE>


     7. Issuance and Custody of Certificates.

     (a) The Company shall cause the Shares to be issued in your name, either by
book-entry  registration  or issuance of a stock  certificate  or  certificates,
which certificate or certificates shall be held by the Company. The Shares shall
be restricted from transfer and shall be subject to an appropriate stop-transfer
order. If any certificate is issued,  the certificate  shall bear an appropriate
legend referring to the restrictions applicable to the Shares.

     (b) If any  certificate  is issued,  you shall be  required  to execute and
deliver to the Company a stock power or stock powers relating to the Shares as a
condition to the receipt of this Award of Restricted Stock.

     (c) After  any  Shares  vest  pursuant  to  Section  3, 4 or 5 hereof,  and
following  payment of the  applicable  withholding  taxes  pursuant to Section 9
hereof,  the Company  shall  promptly  cause such vested Shares (less any shares
withheld to pay taxes),  free of the  restrictions  and/or  legend  described in
Section 7(a) hereof,  to be delivered,  either by book-entry  registration or in
the form of a  certificate  or  certificates,  registered in your name or in the
names of your legal representatives, beneficiaries or heirs, as the case may be.

     8. Distributions and Adjustments.

     (a) If any Shares vest  subsequent to any change in the number or character
of the  Common  Stock  of the  Company  (through  any  stock  dividend  or other
distribution,    recapitalization,    stock   split,    reverse   stock   split,
reorganization,   merger,   consolidation   split-up,   spin-off,   combination,
repurchase or exchange of shares or otherwise), you shall then receive upon such
vesting the number and type of securities or other consideration which you would
have  received if such Shares had vested prior to the event  changing the number
or character of the outstanding Common Stock.

     (b) Any  additional  shares  of  Common  Stock of the  Company,  any  other
securities of the Company and any other  property  (except for cash dividends or
other cash  distributions)  distributed  with respect to the Shares prior to the
date or dates the Shares vest shall be subject to the same  restrictions,  terms
and  conditions  as the  Shares  to which  they  relate  and  shall be  promptly
deposited  with the  Secretary of the Company or a custodian  designated  by the
Secretary.

     (c) Any cash dividends or other cash distributions  payable with respect to
the Shares shall be  distributed to you at the same time cash dividends or other
cash distributions are distributed to shareholders of the Company generally.

     9. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax advisor
regarding  the income tax  consequences  of the grant of the Shares,  payment of
dividends on the Shares, the vesting of the Shares and any other matters related
to this  Agreement.  In order to comply with all  applicable  federal,  state or
local  income tax laws or  regulations,  the  Company may take such action as it
deems appropriate to ensure that all applicable federal, state or local payroll,

                                       4
<PAGE>


withholding,   income  or  other  taxes,   which  are  your  sole  and  absolute
responsibility, are withheld or collected from you.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable tax withholding obligations arising from the receipt of, or the lapse
of restrictions relating to, the Shares by (i) delivering cash (including check,
draft,  money order or wire  transfer made payable to the order of the Company),
(ii)  having  the  Company  withhold a portion  of the  Shares  otherwise  to be
delivered having a Fair Market Value equal to the amount of such taxes, or (iii)
delivering  to the Company  shares of Common  Stock  having a Fair Market  Value
equal to the amount of such taxes.  The Company will not deliver any  fractional
Share but will pay, in lieu  thereof,  the Fair Market Value of such  fractional
Share.  Your  election must be made on or before the date that the amount of tax
to be withheld is determined.

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c)  Securities  Matters.  The Company shall not be required to deliver any
Shares until the  requirements of any federal or state securities or other laws,
rules or regulations  (including the rules of any securities exchange) as may be
determined by the Company to be applicable are satisfied.

     (d) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (e) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (f) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                                       5

<PAGE>


        Darden  Restaurants,  Inc.
        Supervisor,  Stock Compensation Plans
        5900 Lake Ellenor Drive
        Orlando, FL 32809

     (g) Award Certificate. This Restricted Stock Award Agreement is attached to
and made a part of an Award Certificate and shall have no force or effect unless
such Award Certificate is duly executed and delivered by the Company to you.

                                 * * * * * * * *

















                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>restrictstockunitaward.txt
<DESCRIPTION>EX 10(D) RESTRICTED STOCK UNIT AWARD AGMT + CERT
<TEXT>
                                                                   Exhibit 10(d)



                                AWARD CERTIFICATE



                          Restricted Stock Units Award
                                 (United States)


                           This certifies that [name]

           is granted an Award of **[number]* Restricted Stock Units,
    each Restricted Stock Unit representing the right to receive one share of
       Common Stock, no par value, of Darden Restaurants, Inc., a Florida
             corporation, on the vesting date or dates shown below.

      Social Security Number:
      Grant Date:                                                 _______, 200_
      Vesting Date[s]:                        [________, ____][vesting schedule]
      Vesting Date subject to acceleration
      based on Company performance as set forth
      in the attached Agreement:                             Yes ____   No _____
      Awarded (subject to forfeiture)subject
      to the Darden Restaurants, Inc.
      Management and Professional Incentive              Yes ____   No _____
            Plan:


This  Restricted  Stock Units Award is governed  by, and subject in all respects
to, the terms and conditions of the Restricted  Stock Units Award  Agreement,  a
copy of which is  attached to and made a part of this  document,  and the Darden
Restaurants,  Inc. 2002 Stock  Incentive Plan, a copy of which is available upon
request.  This Award Certificate has been duly executed,  by manual or facsimile
signature, on behalf of Darden Restaurants, Inc.

   [signature]                                               [signature]

Chairman of the Board    DARDEN RESTAURANTS, INC.       Senior Vice President
Chief Executive Officer                            General Counsel and Secretary



<PAGE>



                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                     RESTRICTED STOCK UNITS AWARD AGREEMENT
                                 (United States)

     This Restricted Stock Units Award Agreement is between Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Award  Certificate  who is an  employee  of the  Company or one of its
Affiliates. This Agreement is effective as of the date of grant set forth in the
attached Award Certificate (the "Grant Date").

     The Company wishes to award to you a number of Restricted Stock Units, each
Restricted  Stock  Unit  representing  the  right to  receive  one  share of the
Company's  Common Stock, no par value (the "Common  Stock"),  subject to certain
restrictions as provided in this Agreement, in order to carry out the purpose of
the Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1.   Award of Restricted Stock Units.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of  Restricted  Stock Units for that  number of Units set forth in the  attached
Award  Certificate (the "Restricted  Stock Units"),  on the terms and conditions
set forth in this Agreement and the Award Certificate and in accordance with the
terms of the Plan.

     2.   Rights with Respect to the Restricted Stock Units.

     (a) The  Restricted  Stock Units  granted  pursuant to the  attached  Award
Certificate  and this  Agreement do not and shall not give you any of the rights
and privileges of a shareholder of Common Stock. Your rights with respect to the
Restricted  Stock Units shall remain  forfeitable at all times prior to the date
or dates on which such rights become vested,  and the restrictions  with respect
to the  Restricted  Stock Units  lapse,  in  accordance  with  Section 3, 4 or 5
hereof.

     (b) As long as you hold  Restricted  Stock  Units  granted  pursuant to the
attached Award  Certificate  and this  Agreement,  the Company shall make a cash
payment to you, on each date that the Company pays a cash dividend to holders of
Common Stock  generally,  in the amount  equal to the dollar  amount of the cash
dividend paid per share of Common Stock on such date multiplied by the number of
Restricted  Stock Units subject to this Award,  less any tax withholding  amount
applicable to such payment.

     3.   Vesting.

     (a) Subject to the terms and conditions of this  Agreement,  the Restricted
Stock Units shall vest,  and the  restrictions  with  respect to the  Restricted
Stock Units shall  lapse,  on the date


<PAGE>

or  dates  and in the  amount  or  amounts  set  forth  in  the  attached  Award
Certificate if you remain  continuously  employed by the Company or an Affiliate
of the Company until the respective vesting dates.

     (b) If,  but only if, the Award  Certificate  attached  to this  Restricted
Stock  Units  Award  Agreement  states  that  the  Vesting  Date is  subject  to
acceleration based on Company  performance,  then the following  provisions will
apply:

          (i)   The Restricted Stock Units shall vest, and the restrictions with
     respect to the Restricted Stock Units shall lapse,  annually  following the
     end of each of the first five fiscal years ending after the Grant Date,  in
     an amount  equal to [insert formula.]

          (ii)  [Insert definition for formula.]

          (iii) [Insert definition for formula.]

          (iv)  The  calculations  under this  Section  3(b) shall be made on or
     before the June 30 immediately  following the end of the applicable  fiscal
     year and any accelerated  vesting resulting from such calculations shall be
     effective as of that June 30.

          (v) The Committee  administering  the Plan shall have the authority to
     make any determinations regarding questions arising from the application of
     the provisions of this Section 3(b),  which  determination  shall be final,
     conclusive and binding on you and the Company.

     4.  Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally  vested in all Restricted Stock Units and the restrictions  with
respect to all of the Restricted  Stock Units shall lapse.  For purposes of this
Agreement, "Change of Control" shall mean any of the following events:

     (a) any person  (including  a group as defined in Section  13(d)(3)  of the
Securities  Exchange Act of 1934, as amended)  becomes,  directly or indirectly,
the  beneficial  owner of 20% or more of the shares of the  Company  entitled to
vote for the election of directors;

     (b) as a result of or in connection  with any cash tender  offer,  exchange
offer,  merger  or other  business  combination,  sale of  assets  or  contested
election, or combination of the foregoing, the persons who were directors of the
Company just prior to such event cease to constitute a majority of the Company's
Board of Directors; or

     (c) the  shareholders of the Company  approve an agreement  providing for a
transaction in which the Company will cease to be an independent  publicly-owned
corporation or a sale or other  disposition of all or  substantially  all of the
assets of the Company.

                                       2
<PAGE>

     5.  Early Vesting; Forfeiture.

     (a) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company prior to the vesting of the Restricted Stock Units pursuant to Section 3
or 4 hereof,  your rights to all of the unvested Restricted Stock Units shall be
immediately  and  irrevocably  forfeited,  including  the right to receive  cash
payments pursuant to Section 2(b) hereof, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan) prior to the vesting of the Restricted Stock Units
     pursuant  to  Section 3 or 4  hereof,  and your  combined  age and years of
     service with the Company or an Affiliate of the Company  equal at least 70,
     then any  Restricted  Stock  Units that have not vested on the date of your
     termination  of employment but that would have vested within two years from
     the date of  termination  if your  employment  had  continued  shall become
     immediately vested on the date of your termination of employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the Company or an  Affiliate  of the  Company,  prior to the vesting of the
     Restricted Stock Units pursuant to Section 3 or 4 hereof, you will continue
     to  vest  in  the  Restricted  Stock  Units  as  set  forth  in  the  Award
     Certificate; or

          (iii) if you die prior to the  vesting of the  Restricted  Stock Units
     pursuant to Section 3, 4 or 5 hereof,  the Restricted Stock Units will vest
     on a pro rata basis on the date of your death,  based on the number of full
     months from the Grant Date to the date of your  death.  No transfer by will
     or the applicable laws of descent and  distribution of any Restricted Stock
     Units  which vest by reason of your death  shall be  effective  to bind the
     Company  unless  the  Committee  administering  the Plan  shall  have  been
     furnished  with written  notice of such  transfer and a copy of the will or
     such other  evidence as the Committee  may deem  necessary to establish the
     validity of the transfer.

     (b) If the Award Certificate  attached to this Restricted Stock Units Award
Agreement states that this Restricted Stock Units Award has been awarded subject
to the Darden Restaurants,  Inc. Management and Professional Incentive Plan (the
"MIP"), then this Restricted Stock Units Award shall be cancelled, forfeited and
returned to the Company unless all of the  requirements set forth in the MIP for
the year to which the grant of this  Restricted  Stock Units  Award  relates are
satisfied.

     6.   Restriction on Transfer.

     Until the Restricted Stock Units vest pursuant to Section 3, 4 or 5 hereof,
none of the Restricted Stock Units may be sold, assigned, transferred,  pledged,
attached or  otherwise  encumbered,  and no attempt to transfer  the  Restricted
Stock Units, whether voluntary or involuntary, by operation of law or otherwise,
shall vest the  transferee  with any interest or right in or with respect to the
Restricted Stock Units.

                                        3
<PAGE>


     7.   Conversion of Restricted Stock Units; Issuance of Common Stock.

     No shares of Common Stock shall be issued to you prior to the date on which
the  applicable  Restricted  Stock Units vest, in accordance  with the terms and
conditions of the attached Award Certificate and this Award Agreement. After any
Restricted  Stock Units vest  pursuant to Section 3, 4 or 5 hereof,  the Company
shall  promptly  cause to be issued  in your name one share of Common  Stock for
each  Restricted  Stock Unit.  Following  payment of the applicable  withholding
taxes pursuant to Section 9 hereof,  the Company shall promptly cause the shares
of Common Stock (less any shares withheld to pay taxes) to be delivered,  either
by  book-entry  registration  or in the form of a certificate  or  certificates,
registered  in  your  name  or in  the  names  of  your  legal  representatives,
beneficiaries  or heirs,  as the case may be. The  Company  will not deliver any
fractional share of Common Stock but will pay, in lieu thereof,  the Fair Market
Value of such fractional share of Common Stock.

     8.   Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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 Common Stock such that an adjustment of the  Restricted  Stock Units
is determined by the Committee administering the Plan to be appropriate in order
to prevent  dilution  or  enlargement  of the  benefits  or  potential  benefits
intended to be made  available  under the attached  Award  Certificate  and this
Agreement, then the Committee shall, in such manner as it may deem equitable, in
its sole discretion,  adjust any or all of the number and type of shares subject
to the Restricted Stock Units.

     9.   Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax advisor
regarding  the  income tax  consequences  of the grant of the  Restricted  Stock
Units, the receipt of cash payments pursuant to Section 2(b) hereof, the vesting
of the Restricted Stock Units and the receipt of shares of Common Stock, and any
other matters related to this Agreement.  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
your sole and absolute responsibility, are withheld or collected from you.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable  tax  withholding   obligations  arising  from  the  vesting  of  the
Restricted Stock Units and the  corresponding  receipt of shares of Common Stock
by (i) delivering cash  (including  check,  draft,  money order or wire transfer
made payable to the order of the  Company),  (ii) having the Company  withhold a
portion of the shares of Common Stock  otherwise  to be delivered  having a Fair
Market  Value  equal to the amount of such  taxes,  or (iii)  delivering  to the
Company shares of Common Stock having a

                                       4
<PAGE>



Fair  Market  Value  equal to the amount of such  taxes.  The  Company  will not
deliver any fractional share of Common Stock but will pay, in lieu thereof,  the
Fair Market Value of such fractional  share of Common Stock.  Your election must
be made  on or  before  the  date  that  the  amount  of tax to be  withheld  is
determined.

     10.  General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c)  Reservation  of Shares.  The  Company  shall at all times prior to the
vesting of the Restricted  Stock Units reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.

     (d)  Securities  Matters.  The Company shall not be required to deliver any
shares of Common Stock until the requirements of any federal or state securities
or other  laws,  rules or  regulations  (including  the rules of any  securities
exchange) as may be determined by the Company to be applicable are satisfied.

     (e) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (f) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (g) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                            Darden Restaurants, Inc.
                      Supervisor, Stock Compensation Plans
                             5900 Lake Ellenor Drive
                                Orlando, FL 32809

                                       5
<PAGE>


     (h) Award  Certificate.  This  Restricted  Stock Units Award  Agreement  is
attached to and made a part of an Award  Certificate  and shall have no force or
effect  unless such Award  Certificate  is duly  executed  and  delivered by the
Company to you.

                                 * * * * * * * *





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>6
<FILENAME>exhibit12100704.txt
<DESCRIPTION>EX 12 - RATIO OF CONSOL. EARNINGS TO FIXED CHRGS
<TEXT>


                                                                      Exhibit 12


                            DARDEN RESTAURANTS, INC.
         COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES
                          (Dollar amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                          Quarter Ended
 ---------------------------------------------------------------------------------------------------------
                                                               August 29, 2004        August 24, 2003
 ---------------------------------------------------------------------------------------------------------

<S>                                                                <C>                  <C>
 Consolidated earnings from operations
    before income taxes.....................................       $  109,889             $ 103,984
 Plus fixed charges:
    Gross interest expense..................................           11,954                11,904
    40% of restaurant and equipment minimum
      rent expense..........................................            5,989                 5,288
                                                                   ----------             ---------
        Total fixed charges.................................           17,943                17,192
 Less capitalized interest..................................             (903)               (1,066)
                                                                   ----------             ---------

 Consolidated earnings from operations
    before income taxes available to cover
    fixed charges...........................................       $  126,929             $ 120,110
                                                                   ==========             =========

 Ratio of consolidated earnings to fixed
    charges.................................................             7.07                  6.99
                                                                   ==========             =========
 ---------------------------------------------------------------------------------------------------------
</TABLE>
























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>7
<FILENAME>exhibit31a100704.txt
<DESCRIPTION>EXHIBIT 31A -  LEE 302 CERTIFICATION
<TEXT>


                                                                   Exhibit 31(a)

                  CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Joe R. Lee, certify that:

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

Based on my  knowledge,  this 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 report;

Based on my knowledge, the financial statements, and other financial information
included in this 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 report;

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

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

The  registrant's  other certifying  officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

October 7, 2004


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











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>8
<FILENAME>exhibit31b100704.txt
<DESCRIPTION>EXHIBIT 31B - DIMOPOULOS 302 CERTIFICATION
<TEXT>

                                                                   Exhibit 31(b)

                  CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Linda J. Dimopoulos, certify that:


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

Based on my  knowledge,  this 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 report;

Based on my knowledge, the financial statements, and other financial information
included in this 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 report;

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

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

The  registrant's  other certifying  officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

October 7, 2004


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










</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>9
<FILENAME>exhibit32a100704.txt
<DESCRIPTION>EXHIBIT 32A - LEE 906 CERTIFICATION
<TEXT>

                                                                   Exhibit 32(a)

                            CERTIFICATION 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 August 29, 2004, as filed with the Securities
and Exchange Commission ("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
                                        October 7, 2004









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>10
<FILENAME>exhibit32b100704.txt
<DESCRIPTION>EXHIBIT 32B - DIMOPOULOS 906 CERTIFICATION
<TEXT>

                                                                   Exhibit 32(b)


                            CERTIFICATION 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 August 29, 2004, as filed with the Securities
and  Exchange  Commission  ("Report"),  I,  Linda  J.  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
                                        October 7, 2004











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