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<FILENAME>form8k_052605.txt
<DESCRIPTION>FORM 8K 05/26/05
<TEXT>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

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

         Date of report (Date of earliest event reported): May 26, 2005



                            Darden Restaurants, Inc.
               (Exact Name of Registrant as Specified in Charter)


           Florida                   1-13666                   59-3305930
(State or Other Jurisdiction   (Commission File Number)       (IRS Employer
     of Incorporation)                                    Identification Number)

  5900 Lake Ellenor Drive, Orlando, Florida                        32809

  (Address of Principal Executive Offices)                      (Zip Code)

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



                                 Not Applicable
                         -----------------------------
          (Former Name or Former Address, If Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item 5.03.        Amendments to Articles of Incorporation or Bylaws.

     On May 26,  2005,  Darden  Restaurants,  Inc., a Florida  corporation  (the
"Company")  amended  its  Articles  of  Incorporation  to fix the  designations,
preferences,  limitations  and  relative  rights of its  Series A  Participating
Cumulative Preferred Stock, issuable pursuant to the Rights Agreement,  dated as
of May 16,  2005,  by and  between  the  Company  and  Wachovia  Bank,  National
Association.  The full text of the  articles of amendment is attached as Exhibit
3.1 hereto and  incorporated  by reference  herein.  The full text of the Rights
Agreement  is  attached  as Exhibit  4.1 hereto and  incorporated  by  reference
herein.

Item 9.01         Financial Statements and Exhibits.

(C)    Exhibits.      The following exhibits are filed as part of this report:

        3.1           Articles of Amendment to Articles of Incorporation, dated
                      as of May 26, 2005.

        4.1           Rights Agreement, dated as of May 16, 2005, by and between
                      Darden Restaurants, Inc. and Wachovia Bank, National
                      Association, as Rights Agent (incorporated herein by
                      reference to Exhibit 4.1 to the Company's Current Report
                      on Form 8-K, filed with the Securities and Exchange
                      Commission on May 16, 2005).



                                       2

<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



Date: May 27, 2005

                                   DARDEN RESTAURANTS, INC.

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





                                       3

<PAGE>



                                  EXHIBIT INDEX

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

 3.1           Articles of Amendment to Articles of Incorporation, dated May 26,
               2005.

 4.1           Rights Agreement, dated as of May 16, 2005, by and between Darden
               Restaurants, Inc. and Wachovia Bank, National Association, as
               Rights Agent (incorporated herein by reference to Exhibit 4.1 to
               the Company's Current Report on Form 8-K, filed with the
               Securities and Exchange Commission on May 16, 2005).















                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>articlesofamend052605.txt
<DESCRIPTION>EXHIBIT 3.1 TO 8K 05/26/05
<TEXT>
                                                                     Exhibit 3.1


                              ARTICLES OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                            DARDEN RESTAURANTS, INC.

     The undersigned does hereby certify, on behalf of Darden Restaurants,  Inc.
(the   "Corporation"),   that  pursuant  to  the  authority   contained  in  the
Corporation's  Articles of Incorporation (the "Articles of Incorporation"),  and
in accordance with the provisions of Section 607.0602(4) of the Florida Business
Corporation  Act (the "Act") and  pursuant to a special  meeting of the Board of
Directors of the Corporation in accordance with Section 607.0820 of the Act, the
Board of Directors of the Corporation  duly adopted and approved on May 16, 2005
resolutions  providing  for the  creation of a series of  preferred  stock to be
designated as "Series A Participating  Cumulative Preferred Stock," and pursuant
to Section 607.0602(4) of the Act and Section (2) of Article III of the Articles
of Incorporation, there being no shareholder action required, Article III of the
Articles of  Incorporation is hereby amended by adding the following new Section
(4) to create such  preferred  shares having the  preferences,  limitations  and
relative rights as follows:

             "(4) SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK


     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated as "Series A Participating Cumulative Preferred Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 2,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series A  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Series A Preferred Stock.

     Section 2. Dividends and Distributions.

          (A)  Subject to the rights of the  holders of any shares of any series
     of Preferred Stock (or any similar stock) ranking prior and superior to the
     Series A Preferred  Stock with respect to dividends,  the holders of shares
     of Series A Preferred  Stock, in preference to the holders of Common Stock,
     without par value (the  "Common  Stock"),  of the  Corporation,  and of any
     other junior stock, shall be entitled to receive,  when, as and if declared
     by the Board of Directors out of funds  legally  available for the purpose,
     quarterly  dividends  payable  in cash on the first day of  February,  May,
     August and  November in each year (each such date being  referred to herein
     as a "Quarterly Dividend Payment Date"),  commencing on the first Quarterly
     Dividend  Payment Date after the first issuance of a share or fraction of a
     share of Series A Preferred  Stock,  in an amount per share (rounded to the
     nearest  cent)  equal to the  greater  of (a) $1.00 or (b)  subject  to the
     provision for ad-

                                       1
<PAGE>

     justment  hereinafter set forth, 1,000 times the aggregate per share amount
     of all cash  dividends,  and 1,000  times the  aggregate  per share  amount
     (payable in kind) of all non-cash dividends or other  distributions,  other
     than a dividend  payable in shares of Common Stock or a subdivision  of the
     outstanding  shares of Common  Stock (by  reclassification  or  otherwise),
     declared on the Common  Stock  since the  immediately  preceding  Quarterly
     Dividend  Payment  Date or, with  respect to the first  Quarterly  Dividend
     Payment Date,  since the first issuance of any share or fraction of a share
     of Series A Preferred Stock. In the event the Corporation shall at any time
     declare or pay any dividend on the Common Stock payable in shares of Common
     Stock,  or effect a subdivision  or  combination  or  consolidation  of the
     outstanding shares of Common Stock (by  reclassification  or otherwise than
     by  payment  of a  dividend  in shares of Common  Stock)  into a greater or
     lesser number of shares of Common Stock,  then in each such case the amount
     to which  holders  of shares  of Series A  Preferred  Stock  were  entitled
     immediately prior to such event under clause (b) of the preceding  sentence
     shall be adjusted by multiplying  such amount by a fraction,  the numerator
     of which is the number of shares of Common  Stock  outstanding  immediately
     after  such event and the  denominator  of which is the number of shares of
     Common Stock that were outstanding immediately prior to such event.

          (B) The  Corporation  shall declare a dividend or  distribution on the
     Series A  Preferred  Stock as  provided in  paragraph  (A) of this  Section
     immediately  after it  declares a dividend  or  distribution  on the Common
     Stock (other than a dividend  payable in shares of Common Stock);  provided
     that, in the event no dividend or distribution  shall have been declared on
     the Common Stock during the period between any Quarterly  Dividend  Payment
     Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
     $1.00 per share on the  Series A  Preferred  Stock  shall  nevertheless  be
     payable on such subsequent Quarterly Dividend Payment Date.

          (C) Dividends  shall begin to accrue and be cumulative on  outstanding
     shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
     next  preceding the date of issue of such shares,  unless the date of issue
     of such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case  dividends on such shares shall begin to accrue
     from the date of issue of such  shares,  or  unless  the date of issue is a
     Quarterly  Dividend Payment Date or is a date after the record date for the
     determination  of holders of shares of Series A Preferred Stock entitled to
     receive a quarterly  dividend and before such  Quarterly  Dividend  Payment
     Date, in either of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly  Dividend  Payment Date.  Accrued but unpaid
     dividends shall not bear interest. Dividends paid on the shares of Series A
     Preferred  Stock in an amount less than the total amount of such  dividends
     at the time accrued and payable on such shares shall be allocated  pro rata
     on a  share-by-share  basis among all such shares at the time  outstanding.
     The  Board of  Directors  may fix a record  date for the  determination  of
     holders of shares of Series A Preferred  Stock entitled to receive  payment
     of a dividend or distribution declared thereon,  which record date shall be
     not more than 60 days prior to the date fixed for the payment thereof.

     Section 3. Voting Rights.  In addition to any other voting rights  required
by law,  the  holders  of shares  of Series A  Preferred  Stock  shall  have the
following voting rights:

                                       2
<PAGE>


          (A) Subject to the provision  for  adjustment  hereinafter  set forth,
     each share of Series A Preferred  Stock shall entitle the holder thereof to
     1,000 votes on all matters  submitted to a vote of the  shareholders of the
     Corporation.  In the event the Corporation shall at any time declare or pay
     any  dividend on the Common  Stock  payable in shares of Common  Stock,  or
     effect a subdivision  or combination or  consolidation  of the  outstanding
     shares of Common Stock (by reclassification or otherwise than by payment of
     a dividend in shares of Common  Stock)  into a greater or lesser  number of
     shares of  Common  Stock,  then in each  such case the  number of votes per
     share to which holders of shares of Series A Preferred  Stock were entitled
     immediately  prior to such event  shall be  adjusted  by  multiplying  such
     number by a  fraction,  the  numerator  of which is the number of shares of
     Common Stock  outstanding  immediately after such event and the denominator
     of which is the  number of shares of  Common  Stock  that were  outstanding
     immediately prior to such event.

          (B) Except as  otherwise  provided  herein,  in any other  Articles of
     Amendment  creating a series of Preferred Stock or any similar stock, or by
     law,  the holders of shares of Series A Preferred  Stock and the holders of
     shares of  Common  Stock and any  other  capital  stock of the  Corporation
     having  general  voting  rights  shall  vote  together  as one class on all
     matters submitted to a vote of shareholders of the Corporation.

          (C)  Except as set forth  herein,  or as  otherwise  provided  by law,
     holders of Series A Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with  holders of Common  Stock as set forth  herein) for taking any
     corporate action.

     Section 4. Certain Restrictions.

          (A) Whenever  quarterly  dividends or other dividends or distributions
     payable on the Series A  Preferred  Stock as  provided  in Section 2 are in
     arrears,  thereafter  and  until  all  accrued  and  unpaid  dividends  and
     distributions,  whether or not  declared,  on shares of Series A  Preferred
     Stock outstanding shall have been paid in full, the Corporation shall not:

               (i) declare or pay dividends, or make any other distributions, on
          any shares of stock  ranking  junior  (either as to  dividends or upon
          liquidation,  dissolution  or winding  up) to the  Series A  Preferred
          Stock;

               (ii) declare or pay dividends,  or make any other  distributions,
          on any shares of stock ranking on a parity  (either as to dividends or
          upon  liquidation,  dissolution  or  winding  up)  with  the  Series A
          Preferred  Stock,  except  dividends  paid  ratably  on the  Series  A
          Preferred  Stock  and all such  parity  stock on which  dividends  are
          payable or in arrears in  proportion to the total amounts to which the
          holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise  acquire for  consideration
          shares of any stock  ranking  junior  (either as to  dividends or upon
          liquidation,  dissolution  or winding  up) to the  Series A  Preferred
          Stock, provided that the Corporation may at

                                       3
<PAGE>

          any time  redeem,  purchase or  otherwise  acquire  shares of any such
          junior  stock in exchange  for shares of any stock of the  Corporation
          ranking   junior   (either  as  to  dividends  or  upon   dissolution,
          liquidation or winding up) to the Series A Preferred Stock; or

               (iv) redeem or purchase or  otherwise  acquire for  consideration
          any shares of Series A Preferred Stock, or any shares of stock ranking
          on a parity with the Series A Preferred  Stock,  except in  accordance
          with a purchase offer made in writing or by publication (as determined
          by the Board of  Directors)  to all  holders of such  shares upon such
          terms as the Board of Directors, after consideration of the respective
          annual dividend rates and other relative rights and preferences of the
          respective  series and  classes,  shall  determine  in good faith will
          result in fair and equitable  treatment among the respective series or
          classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration any shares of stock of
     the Corporation  unless the Corporation  could, under paragraph (A) of this
     Section 4,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

     Section  5.  Reacquired  Shares.  Any  shares of Series A  Preferred  Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof. All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Articles of  Incorporation,  or in any other  Articles of  Amendment  creating a
series of Preferred Stock or any similar stock or as otherwise required by law.

     Section 6.  Liquidation,  Dissolution or Winding Up. Upon any  liquidation,
dissolution or winding up of the Corporation,  no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation,  dissolution or winding up) to the Series A Preferred Stock unless,
prior  thereto,  the  holders of shares of Series A  Preferred  Stock shall have
received  $1,000.00  per  share,  plus an amount  equal to  accrued  and  unpaid
dividends and  distributions  thereon,  whether or not declared,  to the date of
such payment,  provided  that the holders of shares of Series A Preferred  Stock
shall be  entitled  to receive  an  aggregate  amount per share,  subject to the
provision  for  adjustment  hereinafter  set  forth,  equal to 1,000  times  the
aggregate  amount to be  distributed  per share to  holders  of shares of Common
Stock,  or (2) to the holders of shares of stock ranking on a parity  (either as
to dividends or upon  liquidation,  dissolution or winding up) with the Series A
Preferred  Stock,  except  distributions  made ratably on the Series A Preferred
Stock and all such parity stock in  proportion to the total amounts to which the
holders of all such shares are entitled upon such  liquidation,  dissolution  or
winding up. In the event the  Corporation  shall at any time  declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  aggregate  amount to which  holders of shares of Series A
Preferred Stock were entitled  immediately prior to such event under the proviso
in clause (1) of the preceding  sentence shall be adjusted by  multiplying  such
amount by a fraction

                                       4
<PAGE>

the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

     Section 7. Consolidation,  Merger, etc. In case the Corporation shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 1,000  times the  aggregate  amount of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

     Section 8. No Redemption.  The shares of Series A Preferred Stock shall not
be redeemable.

     Section 9. Rank. The Series A Preferred  Stock shall rank,  with respect to
the payment of dividends  and the  distribution  of assets,  junior to all other
series of any other class of the Corporation's Preferred Stock.

     Section 10.  Fractional  Shares.  Series A Preferred Stock may be issued in
fractions  of a share which shall  entitle the  holder,  in  proportion  to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series A Preferred Stock.

     Section 11.  Amendment.  The Articles of  Incorporation  of the Corporation
shall not be amended in any manner  which would  materially  alter or change the
powers,  preferences or special rights of the Series A Preferred  Stock so as to
affect them adversely  without the  affirmative  vote of the holders of at least
two-thirds  of the  outstanding  shares  of  Series A  Preferred  Stock,  voting
together as a single class."


                                       5
<PAGE>


     IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
the  foregoing   Articles  of  Amendment  to  the   Corporation's   Articles  of
Incorporation this 26th day of May, 2005.


                                         By: /s/Clarence Otis, Jr.
                                            --------------------------------
                                            Clarence Otis, Jr.
                                            Chief Executive Officer















                                       6
</TEXT>
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