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<ACCESSION-NUMBER>0000940944-05-000178
<TYPE>8-K
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<PERIOD>20050921
<ITEMS>2.02
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20050922
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<CONFORMED-NAME>DARDEN RESTAURANTS INC
<CIK>0000940944
<ASSIGNED-SIC>5812
<IRS-NUMBER>593305930
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<FILE-NUMBER>001-13666
<FILM-NUMBER>051098591
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<BUSINESS-ADDRESS>
<STREET1>5900 LAKE ELLENOR DR
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
<PHONE>4072454000
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<MAIL-ADDRESS>
<STREET1>5900 LAKE ELLENOR DRIVE
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>GENERAL MILLS RESTAURANTS INC
<DATE-CHANGED>19950313
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<FILENAME>form8k_092205.txt
<DESCRIPTION>FORM 8K 09-22-05
<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: September 21, 2005
                        (date of earliest event reported)


                            DARDEN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

                         Commission File Number: 1-13666


               Florida                                          59-3305930
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

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

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

                                 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 2.02  Results of Operations and Financial Condition.

Darden  Restaurants,  Inc.  issued a news  release  dated  September  22,  2004,
entitled "Darden Restaurants Reports a 20% Increase in First Quarter Diluted Net
Earnings Per Share to 53 Cents;  Increases Semi-Annual Dividend 400% to 20 Cents
Per Share;  Re-Affirms  Annual Earnings  Guidance," a copy of which is furnished
herewith as Exhibit 99 to this Current Report on Form 8-K.

The information in this Item 2.02 in this Current Report on Form 8-K,  including
Exhibit 99 hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or otherwise
subject to the liabilities of that section. The information in this Item 2.02 of
this  Current  Report on Form 8-K shall  not be  deemed  to be  incorporated  by
reference in any filing under the  Securities  Act of 1933,  as amended,  or the
Exchange  Act,  except as  expressly  set forth by  specific  reference  in such
filing.

Item 8.01 Other Events.

At  the  Annual  Meeting  of  Shareholders  held  on  September  21,  2005,  the
shareholders of the Company took the following actions:

     1. Elected 14 directors: Leonard L. Berry; Odie C. Donald; David H. Hughes;
Charles A. Ledsinger,  Jr.; Joe R. Lee;  William M. Lewis,  Jr.;  Senator Connie
Mack, III; Andrew H. (Drew) Madsen;  Clarence Otis, Jr.;  Michael D. Rose; Maria
A. Sastre; Jack A. Smith; Blaine Sweatt, III; and Rita P. Wilson.

     2.  Approved  the  appointment  of KPMG  LLP as the  Company's  independent
registered public accounting firm for the fiscal year ending May 28, 2006.

Item 9.01  Financial Statements and Exhibits.

(c) Exhibits.

         The following exhibit is being furnished with this Current Report:

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

              99         Press  Release  dated  September  22,  2005,   entitled
                         "Darden  Restaurants  Reports a 20%  Increase  in First
                         Quarter  Diluted  Net  Earnings  Per Share to 53 Cents;
                         Increases  Semi-Annual  Dividend  400% to 20 Cents  Per
                         Share; Re-Affirms Annual Earnings Guidance."


                                        2
<PAGE>


                                   SIGNATURE

         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.


                                          DARDEN RESTAURANTS, INC.




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




Date:  September 22, 2005


















                                        3
<PAGE>


                                  EXHIBIT INDEX


Exhibit Number           Description of Exhibit

    99                   Press  Release  dated  September  22,  2005,   entitled
                         "Darden  Restaurants  Reports a 20%  Increase  in First
                         Quarter  Diluted  Net  Earnings  Per Share to 53 Cents;
                         Increases  Semi-Annual  Dividend  400% to 20 Cents  Per
                         Share; Re-Affirms Annual Earnings Guidance."

















                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit99_092205.txt
<DESCRIPTION>FORM 8K 09-22-05 - PRESS RELEASE
<TEXT>
                                                                      Exhibit 99
DARDEN RESTAURANTS
Red Lobster(R) Olive Garden(R) Bahama Breeze(R) Smokey Bones(R)
         www.darden.com

                                                     NEWS/INFORMATION
                                                           Corporate Relations
                                                           P.O. Box 593330
                                                           Orlando, FL  32859
                                     Contacts:
                                        (Analysts) Matthew Stroud (407) 245-6458
                                        (Media) Jim DeSimone(407) 245-4567
FOR RELEASE
September 22, 2005
4:30 PM ET


DARDEN RESTAURANTS REPORTS A 20% INCREASE IN FIRST QUARTER DILUTED NET EARNINGS
   PER SHARE TO 53 CENTS; INCREASES SEMI-ANNUAL DIVIDEND 400% TO 20 CENTS PER
                   SHARE; RE-AFFIRMS ANNUAL EARNINGS GUIDANCE


ORLANDO,  FL, September 22 - Darden Restaurants,  Inc. (NYSE:DRI) today reported
sales of $1.41  billion  for the  first  quarter  ended  August  28,  2005,  and
quarterly  diluted net earnings  per share of 53 cents,  up 20% from prior year.
The Company also increased its semi-annual  dividend to 20 cents per share. This
represents  a 400%  increase  from the  previous  4 cents per share  semi-annual
dividend.

"This was an  outstanding  quarter,  with  industry  leading  sales and earnings
growth," said Clarence Otis,  Darden's  Chief  Executive  Officer.  "This strong
start to the fiscal year speaks to the  inherent  strength of our brands and our
restaurant  and restaurant  support  teams,  who bring those brands to life. Our
people are skilled and  well-trained,  but it's their passion for nourishing and
delighting  everyone  we serve  that is at the  heart of this  organization.  It
motivates our teams to provide excellent yet continuously  improving experiences
to our  guests.  It's  evident in the many  things our teams are doing to assist
members  of the  Darden  family  and  others  in our  communities  who have been
severely  affected  by recent  hurricanes.  And it will enable us to fulfill our
mission of being the best in casual dining now and for generations"

Highlights for the quarter ended August 28, 2005, include the following:

o    Net  earnings  in the first  quarter  were $85.5  million,  or 53 cents per
     diluted  share,  on sales of $1.41  billion.  Last year,  net earnings were
     $71.0 million, or 44 cents per diluted share, on sales of $1.28 billion.

o    Total sales of $1.41 billion represent a 10.2% increase over prior year.

o    Olive Garden achieved its 44th consecutive quarter of U.S.  same-restaurant
     sales growth with a 7.4% increase.

o    Red Lobster had U.S.  same-restaurant sales growth of 5.7% for the quarter,
     well above the estimated Knapp-Track industry average excluding Darden.

                                     -MORE-
<PAGE>

                                       -2-

o    The Company continued its share repurchases, buying back 4.1 million shares
     of its common stock in the quarter.

o    The  Company's  Board of Directors  declared a  semi-annual  dividend of 20
     cents per share, a 400% increase from the previous  semi-annual 4 cents per
     share.

o    The Company's Board of Directors also elected Clarence Otis, Jr.,  Darden's
     Chief Executive Officer,  to the additional  position of Chairman of Darden
     effective November 29, 2005.

o    The Company  re-affirmed  its annual  guidance for low  double-digit  range
     diluted net earnings per share growth.



Operating Highlights

OLIVE  GARDEN'S  first  quarter  sales of $643.5  million were 10.8% above prior
year, driven by a U.S.  same-restaurant  sales increase of 7.4% and revenue from
21 net  new  restaurants  in  operation  versus  last  year.  This  is the  44th
consecutive quarter of same-restaurant  sales growth for Olive Garden and builds
on a 2.8%  increase in the first quarter of last year.  The company's  increased
sales,  combined  with lower food and beverage  costs,  restaurant  expenses and
depreciation  expenses  as a  percent  of  sales,  more  than  offset  increased
restaurant  labor costs and selling,  general and  administrative  expenses as a
percent  of  sales.  Olive  Garden  had a  record  quarterly  profit  that  also
represents double-digit operating profit growth over last year.

RED LOBSTER'S  first quarter sales of $634.1 million were 6.6% above prior year,
reflecting  a  U.S.  same-restaurant  sales  increase  of  5.7%.  The  company's
increased sales and lower food and beverage costs and depreciation expenses as a
percent of sales more than offset  higher  restaurant  labor  costs,  restaurant
expenses and selling, general and administrative expenses as a percent of sales.
As a result,  operating  profits increased at a strong  double-digit  percentage
rate over last year.

BAHAMA  BREEZE'S  same-restaurant  sales  declined  0.4% in the  first  quarter,
primarily  as a result  of a  changing  sales  mix.  The  company  continued  to
implement key elements of its turnaround plan, which led to increased  operating
profits over last year.

SMOKEY BONES first quarter sales of $81.7 million were 46% above prior year as a
result of 34 more  restaurants in operation,  including seven  restaurants  that
were opened during the first  quarter,  and a  same-restaurant  sales decline of
0.1%.  Restaurant  level  operating  profit  increased  73% as  increased  sales
combined  with lower food and  beverage  costs and  restaurant  expenses  offset
increased restaurant labor costs on a percent of sales basis.

"We are very pleased with our operating  performance  this  quarter,"  said Drew
Madsen,  President and Chief  Operating  Officer of Darden.  "Once again,  Olive
Garden led the way with strong sales and operating  profit  growth.  Red Lobster
continued to show strong  improvement in its guest  experience,  same-restaurant
sales  and  operating  profit  growth.  And,  Bahama  Breeze  and  Smokey  Bones
demonstrated solid improvement in their operating results.  We are excited about
the  progress  we have made this  quarter in  strengthening  and  improving  the
performance of all our operating companies, which is creating a solid foundation
for accelerated future growth."


                                     -MORE-
<PAGE>

                                       -3-

Other Actions

Darden continued the buyback of its common stock,  purchasing 4.1 million shares
in the first quarter.  Since commencing its share  repurchases in December 1995,
the Company has repurchased a total of 124.6 million shares under authorizations
totaling 137.4 million shares.

Darden's  Board of  Directors  declared an  increase in the cash  dividend to 20
cents per share on the  Company's  outstanding  common  stock.  The  dividend is
payable on November 1, 2005 to  shareholders  of record at the close of business
on October 10, 2005. Based on this 20-cent semi-annual dividend declaration, the
Company's  indicated  annual  dividend  is 40 cents per share.  Previously,  the
Company had paid a semi-annual dividend of 4 cents per share.

The Company's Board of Directors also elected Clarence Otis, Jr., Darden's Chief
Executive  Officer,  to the additional  position of Chairman of Darden effective
November 29, 2005. Otis replaces Joe R. Lee,  Darden's Chairman of the Board and
founding  Chairman  and Chief  Executive  Officer of Darden  since 1995,  who is
retiring.  Lee led the company for 38 years as it grew from a single Red Lobster
restaurant  in Lakeland,  Florida in 1968,  into the largest  company  owned and
operated publicly traded casual dining restaurant company in the world.


Fiscal August 2006 U.S. Same-Restaurant Sales Results

Darden reported U.S. same-restaurant sales for the four-week fiscal August ended
August 28,  2005.  This period is the last month of  Darden's  fiscal 2006 first
quarter.

Same-restaurant  sales at Olive Garden were up 7% to 8% for fiscal  August.  The
increase  reflected a 6% to 7% increase in guest  counts and a 1% to 2% increase
in check average.  The check average  increase was a result of an approximate 2%
increase in pricing and a 0% to 1% decrease  from menu mix  changes.  Last year,
Olive  Garden had a 2% to 3% decrease in  same-restaurant  sales  during  fiscal
August.

Same-restaurant  sales at Red Lobster increased 3% to 4% for fiscal August. This
reflected a 2% to 3%  increase in guest  counts and a 0% to 1% increase in check
average.  The check average  increase was a result of an approximate 1% increase
in pricing and a 0% to 1% decline from menu mix changes.  Last year, Red Lobster
had an approximate 16% decrease in same-restaurant sales during fiscal August.


Fiscal 2006 Outlook

The  Company  estimates  that  Hurricane  Katrina,   which  occurred  in  fiscal
September, will adversely affect September U.S. same-restaurant sales results at
both Red Lobster and Olive  Garden by  approximately  0.1%.  For the full fiscal
year,  total sales for Darden are expected to be adversely  affected by $16.0 to
$17.0  million  and the effect on  operating  profit is  expected to be minimal.
There are currently five restaurants  (three Olive Gardens and two Red Lobsters)
that are closed  indefinitely;  two (one Red Lobster and one Olive  Garden) were
total  losses  and the  three  others  incurred  significant  damage.  Decisions
regarding  rebuilding and reopening are pending clean-up and recovery efforts in
Louisiana and Mississippi.


                                     -MORE-
<PAGE>

                                       -4-


The Company  re-affirmed  its sales and earnings  guidance for fiscal 2006.  The
Company  continues  to expect  diluted net  earnings per share growth for fiscal
2006 in the  low  double-digit  range  based  on its  continued  expectation  of
combined U.S. same-restaurant sales growth of 2% to 4% for Red Lobster and Olive
Garden and new unit growth of approximately 4% to 5%.

Forward-looking  statements  in this news release are made under the Safe Harbor
provisions  of the Private  Securities  Litigation  Reform Act of 1995.  Certain
important   factors  could  cause  results  to  differ   materially  from  those
anticipated by the  forward-looking  statements  including the impact of intense
competition,   changing   economic  or  business   conditions,   the  price  and
availability  of food,  ingredients  and utilities,  labor and insurance  costs,
increased advertising and marketing costs, higher-than-anticipated costs to open
or close  restaurants,  litigation,  unfavorable  publicity,  a lack of suitable
locations,  government  regulations,  a failure  to achieve  growth  objectives,
weather and other  factors  discussed  from time to time in reports filed by the
Company with the Securities and Exchange Commission.


                            DARDEN RESTAURANTS, INC.
                              NUMBER OF RESTAURANTS

        08/28/05                                                        08/29/04
        --------                                                        --------
             650               Red Lobster USA                              650
              31               Red Lobster Canada                            31
         -------               ------------------                        -------
             681               Total Red Lobster                            681

             560               Olive Garden USA                             539
               6               Olive Garden Canada                            6
         -------               -------------------                       -------
             566               Total Olive Garden                           545

              32               Bahama Breeze                                 32

             110               Smokey Bones                                  76

               3               Seasons 52                                     1
         -------                                                         -------

           1,392               Total Restaurants                          1,335



                                     -MORE-


<PAGE>

                                       -5-



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

                                                 13 Weeks Ended
                                                 --------------
                                           8/28/2005               8/29/2004
                                           ---------               ---------
Sales                                    $  1,409,167          $   1,278,644
Costs and expenses:
  Cost of sales:
     Food and beverage                        419,195                391,421
     Restaurant labor                         449,159                405,816
     Restaurant expenses                      214,694                195,017
       Total cost of sales  (1)          $  1,083,048          $     992,254
  Selling, general and administrative         133,035                114,580
  Depreciation and amortization                54,138                 52,760
  Interest, net                                10,948                 10,964
       Total costs and expenses          $  1,281,169          $   1,170,558
Earnings before income taxes                  127,998                108,086
Income taxes                                  (42,484)               (37,074)
Net earnings                                   85,514          $      71,012

Net earnings per share:
 Basic                                   $       0.56          $        0.45
 Diluted                                 $       0.53          $        0.44

Average number of common shares
 outstanding:
 Basic                                        153,300                157,600
 Diluted                                      160,400                163,200




(1) Excludes restaurant depreciation
    and amortization as follows:         $     50,420          $      49,219





                                     -MORE-


<PAGE>

                                       -6-


                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)

                                                    8/28/2005         5/29/2005
                                                    ---------         ---------
ASSETS
Current assets:
   Cash and cash equivalents                     $     244,721     $     42,801
   Short-term investments                              100,000               --
   Receivables                                          40,069           36,510
   Inventories                                         225,717          235,444
   Prepaid expenses and other current assets            35,708           28,927
   Deferred income taxes                                65,153           63,584
          Total current assets                    $    711,368     $    407,266
Land, buildings and equipment                        2,380,936        2,351,454
Other assets                                           183,576          179,051
          Total assets                            $  3,275,880     $  2,937,771

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                               $    228,991     $    191,197
   Accrued payroll                                      99,305          114,602
   Accrued income taxes                                 90,772           52,404
   Other accrued taxes                                  47,125           43,825
   Unearned revenues                                    76,561           88,472
   Current portion of long-term debt                   299,970          299,929
   Other current liabilities                           257,659          254,178
          Total current liabilities               $  1,100,383     $  1,044,607
Long-term debt, less current portion                   646,933          350,318
Deferred income taxes                                  109,072          114,846
Deferred rent                                          133,127          130,872
Other liabilities                                       24,991           24,109
          Total liabilities                       $  2,014,506     $  1,664,752

Stockholders' equity:
   Common stock and surplus                       $  1,743,252     $  1,703,336
   Retained earnings                                 1,491,268        1,405,754
   Treasury stock                                   (1,916,469)      (1,784,835)
   Accumulated other comprehensive income
      (loss)                                            (3,759)          (8,876)
   Unearned compensation                               (52,346)         (41,685)
   Officer notes receivable                               (572)            (675)
          Total stockholders' equity              $  1,261,374     $  1,273,019
                Total liabilities and
                  stockholders' equity            $  3,275,880     $  2,937,771


                                     -MORE-

<PAGE>

                                       -7-


                            DARDEN RESTAURANTS, INC.
                   FIRST QUARTER FY 2006 FINANCIAL HIGHLIGHTS
                      (In Millions, Except per Share Data)
                                   (Unaudited)

                                                         13 Weeks Ended
                                                         --------------
                                                  8/28/2005         8/29/2004
                                                  ---------         ---------
Sales                                            $  1,409.2       $  1,278.6

Net earnings                                     $     85.5       $     71.0

Net earnings per share:
   Basic                                         $     0.56       $     0.45
   Diluted                                       $     0.53       $     0.44

Average number of common shares outstanding:
   Basic                                              153.3            157.6
   Diluted                                            160.4            163.2



                                      -END-


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