As filed with the Securities and Exchange Commission on June 19, 2003
                              Registration No. 333-

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

                                    FORM S-8
                        REGISTRATION STATEMENT Under The
                             Securities Act of 1933


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

             Florida                                          59-3305930
   (State or other jurisdiction                            (I.R.S. employer
of incorporation or organization)                         identification no.)

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


               Darden Restaurants, Inc. 2002 Stock Incentive Plan
                            (Full title of the plan)


                              Paula J. Shives, Esq.
                             Senior Vice President,
                          General Counsel and Secretary
                            Darden Restaurants, Inc.
                             5900 Lake Ellenor Drive
                             Orlando, Florida 32809
                                 (407) 245-4000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

       ------------------------- -------------------- ---------------------- -------------------- -------------------
                                                        Proposed maximum      Proposed maximum
                                                       offering price per    aggregate offering
        Title of securities to      Amount to be      share or stock option         price             Amount of
            be registered          Registered (1)                                                  registration fee
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       <S>                       <C>                       <C>                <C>                    <C>
       Common Stock, without
       par value(2)               8,550,000 shares          $19.12(3)          $163,476,000(3)         $13,226
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       Stock Options (4)                 (4)                   (4)                   (4)                 (4)
       ------------------------- -------------------- ---------------------- -------------------- -------------------

</TABLE>
<PAGE>


(1)  The number being  registered is subject to  adjustment to prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  Includes  rights to  purchase  units of Series A  Participating  Cumulative
     Preferred  Stock,  which  rights are  attached to and trade with the common
     stock.

(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule 457(c ) and (h)(1) under the  Securities Act of 1933,
     as amended,  based on the  average of the high and low sales  prices of the
     common  stock  traded on the New York Stock  Exchange  as  reported  in the
     consolidated reporting system on June 13, 2003.

(4)  Certain stock options  offered under the 2002 Stock  Incentive  Plan may be
     purchased  by  participants  in the Plan.  The shares of common stock to be
     issued  upon the  exercise of such  options  are  included in the shares of
     common stock registered pursuant to this registration statement.


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that we have filed with the Securities and Exchange
Commission are incorporated by reference in this registration statement:

     (a)  our annual report on Form 10-K for the fiscal year ended May 26, 2002;

     (b)  our  quarterly  reports  on Form 10-Q for the  fiscal  quarters  ended
          August 25, 2002, November 24, 2002 and February 23, 2003;

     (c)  our current  reports on Form 8-K dated June 20,  2002,  September  18,
          2002, October 29, 2002, December 17, 2002, December 19, 2002, February
          18, 2003, March 20, 2003 and April 29, 2003; and

     (d)  the  description  of our common  stock and  preferred  stock  purchase
          rights contained in any  registration  statement or report filed by us
          under the  Securities  Exchange Act of 1934, as amended (the "Exchange
          Act"),  including  any  amendment  or report  filed for the purpose of
          updating such description.

     In addition,  all documents filed by us pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold, or which  deregisters  all securities  remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the respective dates of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Douglas E. Wentz,  who has given an opinion of counsel  with respect to the
securities  to which the  registration  statement  relates,  is an employee  and
officer (Senior  Associate  General Counsel and Assistant  Secretary) of Darden.
Mr. Wentz is a  participant  in the Plan.  As of June 17,  2003,  Mr. Wentz held
1,173 shares of Darden common stock,  including 423 shares of restricted  stock,
and options to purchase 24,500 shares of Darden common stock.

                                       2
<PAGE>



Item 6.  Indemnification of Directors and Officers.

     Florida  law  contains  provisions  permitting  and,  in  some  situations,
requiring Florida corporations to provide  indemnification to their officers and
directors for losses and litigation  expense  incurred in connection  with their
service to the corporation in those  capacities.  Our articles of  incorporation
and bylaws  contain  provisions  requiring us to  indemnify  our  directors  and
officers to the fullest  extent  permitted  by law.  Among other  things,  these
provisions   provide   indemnification   for  officers  and  directors   against
liabilities for judgments in and  settlements of lawsuits and other  proceedings
and for the advancement and payment of fees and expenses  reasonably incurred by
the  director  or  officer in defense  of any such  lawsuit or  proceeding.  Our
articles of incorporation also provide that if Florida law is amended to further
eliminate  or limit  the  liability  of  directors,  then the  liability  of our
directors shall be eliminated or limited, without further shareholder action, to
the fullest extent permissible under Florida law as so amended.

     In  addition,  our  articles of  incorporation  and bylaws  authorize us to
purchase  insurance for our directors and officers insuring them against certain
risks as to which we may be unable  lawfully to indemnify them. We maintain such
insurance  coverage for our officers and directors as well as insurance coverage
to reimburse  Darden for  potential  costs of our corporate  indemnification  of
officers and directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1  Articles of Incorporation (incorporated herein by reference to Exhibit
          3(a) to our registration statement on Form 10 effective May 5, 1995).

     4.2  Bylaws  (incorporated by reference to Exhibit 3(b) to our registration
          statement on Form 10 effective May 5, 1995).

     4.3  Rights  Agreement  dated as of May 28, 1995,  as amended May 23, 1996,
          between Darden and Wells Fargo Bank  Minnesota,  National  Association
          (formerly  Norwest  Bank  Minnesota,  N.A.) as amended  May 23,  1996,
          assigned to Wachovia Bank,  National  Association  (formerly  known as
          First Union National  Bank) as Rights Agent,  as of September 29, 1997
          (incorporated  by reference  to Exhibit  4(a) to our annual  report on
          Form 10-K for the fiscal year ended May 31, 1998).

     4.4  Indenture dated as of January 1, 1996,  between Darden and Wells Fargo
          Bank Minnesota, National Association (formerly Norwest Bank Minnesota,
          N.A.), as trustee  (incorporated by reference to our current report on
          Form 8-K filed on February 9, 1996).

     4.5  Darden  Restaurants,  Inc. 2002 Stock Incentive Plan  (incorporated by
          reference to Exhibit  10(a) in our  quarterly  report on Form 10-Q for
          the quarter ended February 23, 2003).

     5.1  Opinion of Counsel.

     23.1 Consent of Counsel (included in Exhibit 5.1).

     23.2 Consent of KPMG LLP.

     24.1 Power of Attorney.

                                       3
<PAGE>


Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of the  registration  statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus filed with the Securities and Exchange  Commission pursuant
          to Rule 424(b)  under the  Securities  Act if, in the  aggregate,  the
          changes in volume and price represent no more than a 20% change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange  Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or paid by a  director,  officer  or other  controlling  person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Orlando, State of Florida, as of the 19th day of June, 2003.


                               DARDEN RESTAURANTS, INC.



                           By: /s/ Paula J. Shives
                               ------------------------------------------------
                               Paula J. Shives,
                               Attorney-in-fact for:
                               Joe R. Lee
                               Chairman of the Board and Chief Executive Officer


     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated as of the 19th day of June, 2003.

                    Signature                                Title
-------------------------------------    ---------------------------------------
-------------------------------------    ---------------------------------------


/s/ Paula J. Shives
                                         Chairman of the Board and Chief
------------------------------------     Executive Officer
Paula J. Shives,                         (principal executive officer)
Attorney-in-fact for:
Joe R. Lee

/s/ Linda J. Dimopoulos
                                         Senior Vice President and Chief
------------------------------------     Financial Officer
Linda J. Dimopoulos                      (principal financial and accounting
                                         officer)


____________________________             Director
Julius Erving, II

/s/ Paula J. Shives
                                         Senior Vice President, General Counsel
------------------------------------     and Secretary
Paula J. Shives
Attorney-in-fact for:

Leonard L. Berry                         Director
Odie C. Donald                           Director
David H. Hughes                          Director
Cornelius McGillicuddy, III              Director
Richard E. Rivera                        Director
Michael D. Rose                          Director
Maria A. Sastre                          Director
Jack A. Smith                            Director
Blaine Sweatt, III                       Director
Rita P. Wilson                           Director

                                       6

<PAGE>


                                  EXHIBIT INDEX

     4.1  Articles of Incorporation (incorporated herein by reference to Exhibit
          3(a) to our registration statement on Form 10 effective May 5, 1995).

     4.2  Bylaws  (incorporated by reference to Exhibit 3(b) to our registration
          statement on Form 10 effective May 5, 1995).

     4.3  Rights  Agreement  dated as of May 28, 1995,  as amended May 23, 1996,
          between Darden and Wells Fargo Bank  Minnesota,  National  Association
          (formerly  Norwest  Bank  Minnesota,  N.A.) as amended  May 23,  1996,
          assigned to Wachovia Bank,  National  Association  (formerly  known as
          First Union National  Bank) as Rights Agent,  as of September 29, 1997
          (incorporated  by reference  to Exhibit  4(a) to our annual  report on
          Form 10-K for the fiscal year ended May 31, 1998).

     4.4  Indenture dated as of January 1, 1996,  between Darden and Wells Fargo
          Bank Minnesota, National Association (formerly Norwest Bank Minnesota,
          N.A.), as trustee  (incorporated by reference to our current report on
          Form 8-K filed on February 9, 1996).

     4.5  Darden  Restaurants,  Inc. 2002 Stock Incentive Plan  (incorporated by
          reference to Exhibit  10(a) in our  quarterly  report on Form 10-Q for
          the quarter ended February 23, 2003).

     5.1  Opinion of Counsel.

     23.1 Consent of Counsel (included in Exhibit 5.1).

     23.2 Consent of KPMG LLP.

     24.1 Power of Attorney.


                                       7
<PAGE>


                                                                     Exhibit 5.1

                                DARDEN RESTAURANTS
--------------------------------------------------------------------------------
Red Lobster(R)     The Olive Garden(R)    Bahama Breeze(R)       Smokey Bones(R)

Douglas E. Wentz
Senior Associate General Counsel

                                  June 19, 2003

Board of Directors
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida  32809


Ladies and Gentlemen:

     I am Senior  Associate  General  Counsel and Assistant  Secretary of Darden
Restaurants,  Inc., a Florida  corporation (the "Company"),  and I have acted as
counsel to the Company in connection with the Company's  registration  statement
on Form S-8 (the "Registration  Statement")  relating to the registration by the
Company of (i) 8,550,000 shares of Common Stock,  without par value (the "Common
Stock") of Darden Restaurants, Inc. ("Darden") and associated rights to purchase
Units of Series A Participating  Cumulative  Preferred Stock ("Rights") and (ii)
stock  options to purchase  shares of Common  Stock (the "Stock  Options") to be
issued from time to time under the Darden Restaurants, Inc. 2002 Stock Incentive
Plan (the "Plan").

     In rendering my opinions set forth below,  I have examined  such  documents
and reviewed such questions of law as I have deemed relevant or necessary as the
basis for my opinions as set forth below.

     Based on the foregoing, I am of the opinion that the shares of Common Stock
and related Rights and the Stock Options, when issued, delivered and paid for in
accordance with the terms of the Plan,  will be validly  issued,  fully paid and
non-assessable.

     My opinion expressed above is limited to the laws of the State of Florida.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement,  and to the use of my name under the caption "Interests
of Named Experts and Counsel".

                                       Very truly yours,

                                       /s/ Douglas E. Wentz

                                       Douglas E. Wentz

5900 Lake Ellenor Drive - P.O. Box 593330 - Orlando,  Florida 32859-3330 - (407)
245-5811 Fax: (407) 245-4844

                            E-mail: dwentz@darden.com

                                       8
<PAGE>



                                                                    Exhibit 23.2

KPMG
111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802


                          Independent Auditors' Consent


The Board of Directors
Darden Restaurants, Inc.:


We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Darden  Restaurants,  Inc. of our report dated June 18,  2002,  with
respect to the  consolidated  balance  sheets of Darden  Restaurants,  Inc.  and
subsidiaries as of May 26, 2002, and May 27, 2001, and the related  consolidated
statements of earnings, changes in stockholders' equity, and cash flows for each
of the years in the three-year  period ended May 26, 2002,  which report appears
in the May 26, 2002, annual report on Form 10-K of Darden Restaurants, Inc.

/s/ KPMG LLP

Orlando, FL
June 19, 2003


<PAGE>


                                                                    Exhibit 24.1
                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that each person whose signature appears below
constitutes  and appoints Joe R. Lee,  Linda J.  Dimopoulos and Paula J. Shives,
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and resubstitution, for and in his or her name, place
and stead, in any and all capacities,  to sign a Registration  Statement on Form
S-8  of  Darden  Restaurants,   Inc.  and  any  or  all  amendments   (including
post-effective  amendments)  thereto,  relating to the Darden Restaurants,  Inc.
2002 Stock Incentive Plan, and to file the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as might or could be done in person,  hereby  ratifying and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitute of substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on this 19th day
of June, 2003, by the following persons.



       /s/ Leonard L. Berry                               /s/ Richard E. Rivera
       ------------------------------------               ---------------------
       Leonard L. Berry                                   Richard E. Rivera



       /s/ Odie C. Donald                                 /s/ Michael D. Rose
       ------------------------------------               -------------------
       Odie C. Donald                                     Michael D. Rose



                                                          /s/ Maria A. Sastre
       ---------------------------                        -------------------
       Julius Erving, II                                  Maria A. Sastre




       /s/David H. Hughes                                 /s/ Jack A. Smith
       ------------------------------------               -----------------
       David H. Hughes                                    Jack A. Smith


       /s/ Joe R. Lee                                     /s/ Blaine Sweatt, III
       ------------------------------------               ----------------------
       Joe R. Lee                                         Blaine Sweatt, III



       /s/ Cornelius McGillicuddy, III                    /s/ Rita P. Wilson
       ------------------------------------               ------------------
       Cornelius McGillicuddy, III                        Rita P. Wilson
[{"type": "S-8", "sequence": "1", "filename": "s8_2002plan.txt", "description": "FORM S-8 2002 PLAN", "secsgml_size_bytes": 24457}]
{"company-data": {"conformed-name": "DARDEN RESTAURANTS INC", "cik": "0000940944", "assigned-sic": "5812", "irs-number": "593305930", "state-of-incorporation": "FL", "fiscal-year-end": "0526"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106278", "film-number": "03750325"}, "business-address": {"street1": "5900 LAKE ELLENOR DR", "city": "ORLANDO", "state": "FL", "zip": "32809", "phone": "4072454000"}, "mail-address": {"street1": "5900 LAKE ELLENOR DRIVE", "city": "ORLANDO", "state": "FL", "zip": "32809"}, "former-company": {"former-conformed-name": "GENERAL MILLS RESTAURANTS INC", "date-changed": "19950313"}}
As filed with the Securities and Exchange Commission on June 19, 2003
                              Registration No. 333-

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

                                    FORM S-8
                        REGISTRATION STATEMENT Under The
                             Securities Act of 1933

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

             Florida                                          59-3305930
   (State or other jurisdiction                            (I.R.S. employer
of incorporation or organization)                         identification no.)

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

               Darden Restaurants, Inc. 2002 Stock Incentive Plan
                            (Full title of the plan)

                              Paula J. Shives, Esq.
                             Senior Vice President,
                          General Counsel and Secretary
                            Darden Restaurants, Inc.
                             5900 Lake Ellenor Drive
                             Orlando, Florida 32809
                                 (407) 245-4000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------- -------------------- ---------------------- -------------------- -------------------
                                                        Proposed maximum      Proposed maximum
                                                       offering price per    aggregate offering
        Title of securities to      Amount to be      share or stock option         price             Amount of
            be registered          Registered (1)                                                  registration fee
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       ------------------------- -------------------- ---------------------- -------------------- -------------------
Common Stock, without
       par value(2)               8,550,000 shares          $19.12(3)          $163,476,000(3)         $13,226
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       Stock Options (4)                 (4)                   (4)                   (4)                 (4)
       ------------------------- -------------------- ---------------------- -------------------- -------------------
(1)  The number being  registered is subject to  adjustment to prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  Includes  rights to  purchase  units of Series A  Participating  Cumulative
     Preferred  Stock,  which  rights are  attached to and trade with the common
     stock.

(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule 457(c ) and (h)(1) under the  Securities Act of 1933,
     as amended,  based on the  average of the high and low sales  prices of the
     common  stock  traded on the New York Stock  Exchange  as  reported  in the
     consolidated reporting system on June 13, 2003.

(4)  Certain stock options  offered under the 2002 Stock  Incentive  Plan may be
     purchased  by  participants  in the Plan.  The shares of common stock to be
     issued  upon the  exercise of such  options  are  included in the shares of
     common stock registered pursuant to this registration statement.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that we have filed with the Securities and Exchange
Commission are incorporated by reference in this registration statement:

     (a)  our annual report on Form 10-K for the fiscal year ended May 26, 2002;

     (b)  our  quarterly  reports  on Form 10-Q for the  fiscal  quarters  ended
          August 25, 2002, November 24, 2002 and February 23, 2003;

     (c)  our current  reports on Form 8-K dated June 20,  2002,  September  18,
          2002, October 29, 2002, December 17, 2002, December 19, 2002, February
          18, 2003, March 20, 2003 and April 29, 2003; and

     (d)  the  description  of our common  stock and  preferred  stock  purchase
          rights contained in any  registration  statement or report filed by us
          under the  Securities  Exchange Act of 1934, as amended (the "Exchange
          Act"),  including  any  amendment  or report  filed for the purpose of
          updating such description.

     In addition,  all documents filed by us pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold, or which  deregisters  all securities  remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the respective dates of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Douglas E. Wentz,  who has given an opinion of counsel  with respect to the
securities  to which the  registration  statement  relates,  is an employee  and
officer (Senior  Associate  General Counsel and Assistant  Secretary) of Darden.
Mr. Wentz is a  participant  in the Plan.  As of June 17,  2003,  Mr. Wentz held
1,173 shares of Darden common stock,  including 423 shares of restricted  stock,
and options to purchase 24,500 shares of Darden common stock.

                                       2
Item 6.  Indemnification of Directors and Officers.

     Florida  law  contains  provisions  permitting  and,  in  some  situations,
requiring Florida corporations to provide  indemnification to their officers and
directors for losses and litigation  expense  incurred in connection  with their
service to the corporation in those  capacities.  Our articles of  incorporation
and bylaws  contain  provisions  requiring us to  indemnify  our  directors  and
officers to the fullest  extent  permitted  by law.  Among other  things,  these
provisions   provide   indemnification   for  officers  and  directors   against
liabilities for judgments in and  settlements of lawsuits and other  proceedings
and for the advancement and payment of fees and expenses  reasonably incurred by
the  director  or  officer in defense  of any such  lawsuit or  proceeding.  Our
articles of incorporation also provide that if Florida law is amended to further
eliminate  or limit  the  liability  of  directors,  then the  liability  of our
directors shall be eliminated or limited, without further shareholder action, to
the fullest extent permissible under Florida law as so amended.

     In  addition,  our  articles of  incorporation  and bylaws  authorize us to
purchase  insurance for our directors and officers insuring them against certain
risks as to which we may be unable  lawfully to indemnify them. We maintain such
insurance  coverage for our officers and directors as well as insurance coverage
to reimburse  Darden for  potential  costs of our corporate  indemnification  of
officers and directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1  Articles of Incorporation (incorporated herein by reference to Exhibit
          3(a) to our registration statement on Form 10 effective May 5, 1995).

     4.2  Bylaws  (incorporated by reference to Exhibit 3(b) to our registration
          statement on Form 10 effective May 5, 1995).

     4.3  Rights  Agreement  dated as of May 28, 1995,  as amended May 23, 1996,
          between Darden and Wells Fargo Bank  Minnesota,  National  Association
          (formerly  Norwest  Bank  Minnesota,  N.A.) as amended  May 23,  1996,
          assigned to Wachovia Bank,  National  Association  (formerly  known as
          First Union National  Bank) as Rights Agent,  as of September 29, 1997
          (incorporated  by reference  to Exhibit  4(a) to our annual  report on
          Form 10-K for the fiscal year ended May 31, 1998).

     4.4  Indenture dated as of January 1, 1996,  between Darden and Wells Fargo
          Bank Minnesota, National Association (formerly Norwest Bank Minnesota,
          N.A.), as trustee  (incorporated by reference to our current report on
          Form 8-K filed on February 9, 1996).

     4.5  Darden  Restaurants,  Inc. 2002 Stock Incentive Plan  (incorporated by
          reference to Exhibit  10(a) in our  quarterly  report on Form 10-Q for
          the quarter ended February 23, 2003).

     5.1  Opinion of Counsel.

     23.1 Consent of Counsel (included in Exhibit 5.1).

     23.2 Consent of KPMG LLP.

     24.1 Power of Attorney.

                                       3
Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of the  registration  statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus filed with the Securities and Exchange  Commission pursuant
          to Rule 424(b)  under the  Securities  Act if, in the  aggregate,  the
          changes in volume and price represent no more than a 20% change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange  Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or paid by a  director,  officer  or other  controlling  person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Orlando, State of Florida, as of the 19th day of June, 2003.

                               DARDEN RESTAURANTS, INC.

                           By: /s/ Paula J. Shives
                               ------------------------------------------------
                               Paula J. Shives,
                               Attorney-in-fact for:
                               Joe R. Lee
                               Chairman of the Board and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated as of the 19th day of June, 2003.

                    Signature                                Title
-------------------------------------    ---------------------------------------
-------------------------------------    ---------------------------------------

/s/ Paula J. Shives
                                         Chairman of the Board and Chief
------------------------------------     Executive Officer
Paula J. Shives,                         (principal executive officer)
Attorney-in-fact for:
Joe R. Lee

/s/ Linda J. Dimopoulos
                                         Senior Vice President and Chief
------------------------------------     Financial Officer
Linda J. Dimopoulos                      (principal financial and accounting
                                         officer)

____________________________             Director
Julius Erving, II

/s/ Paula J. Shives
                                         Senior Vice President, General Counsel
------------------------------------     and Secretary
Paula J. Shives
Attorney-in-fact for:

Leonard L. Berry                         Director
Odie C. Donald                           Director
David H. Hughes                          Director
Cornelius McGillicuddy, III              Director
Richard E. Rivera                        Director
Michael D. Rose                          Director
Maria A. Sastre                          Director
Jack A. Smith                            Director
Blaine Sweatt, III                       Director
Rita P. Wilson                           Director

                                       6
EXHIBIT INDEX

     4.1  Articles of Incorporation (incorporated herein by reference to Exhibit
          3(a) to our registration statement on Form 10 effective May 5, 1995).

     4.2  Bylaws  (incorporated by reference to Exhibit 3(b) to our registration
          statement on Form 10 effective May 5, 1995).

     4.3  Rights  Agreement  dated as of May 28, 1995,  as amended May 23, 1996,
          between Darden and Wells Fargo Bank  Minnesota,  National  Association
          (formerly  Norwest  Bank  Minnesota,  N.A.) as amended  May 23,  1996,
          assigned to Wachovia Bank,  National  Association  (formerly  known as
          First Union National  Bank) as Rights Agent,  as of September 29, 1997
          (incorporated  by reference  to Exhibit  4(a) to our annual  report on
          Form 10-K for the fiscal year ended May 31, 1998).

     4.4  Indenture dated as of January 1, 1996,  between Darden and Wells Fargo
          Bank Minnesota, National Association (formerly Norwest Bank Minnesota,
          N.A.), as trustee  (incorporated by reference to our current report on
          Form 8-K filed on February 9, 1996).

     4.5  Darden  Restaurants,  Inc. 2002 Stock Incentive Plan  (incorporated by
          reference to Exhibit  10(a) in our  quarterly  report on Form 10-Q for
          the quarter ended February 23, 2003).

     5.1  Opinion of Counsel.

     23.1 Consent of Counsel (included in Exhibit 5.1).

     23.2 Consent of KPMG LLP.

     24.1 Power of Attorney.

                                       7
Exhibit 5.1

                                DARDEN RESTAURANTS
--------------------------------------------------------------------------------
Red Lobster(R)     The Olive Garden(R)    Bahama Breeze(R)       Smokey Bones(R)

Douglas E. Wentz
Senior Associate General Counsel

                                  June 19, 2003

Board of Directors
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida  32809

Ladies and Gentlemen:

     I am Senior  Associate  General  Counsel and Assistant  Secretary of Darden
Restaurants,  Inc., a Florida  corporation (the "Company"),  and I have acted as
counsel to the Company in connection with the Company's  registration  statement
on Form S-8 (the "Registration  Statement")  relating to the registration by the
Company of (i) 8,550,000 shares of Common Stock,  without par value (the "Common
Stock") of Darden Restaurants, Inc. ("Darden") and associated rights to purchase
Units of Series A Participating  Cumulative  Preferred Stock ("Rights") and (ii)
stock  options to purchase  shares of Common  Stock (the "Stock  Options") to be
issued from time to time under the Darden Restaurants, Inc. 2002 Stock Incentive
Plan (the "Plan").

     In rendering my opinions set forth below,  I have examined  such  documents
and reviewed such questions of law as I have deemed relevant or necessary as the
basis for my opinions as set forth below.

     Based on the foregoing, I am of the opinion that the shares of Common Stock
and related Rights and the Stock Options, when issued, delivered and paid for in
accordance with the terms of the Plan,  will be validly  issued,  fully paid and
non-assessable.

     My opinion expressed above is limited to the laws of the State of Florida.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement,  and to the use of my name under the caption "Interests
of Named Experts and Counsel".

                                       Very truly yours,

                                       /s/ Douglas E. Wentz

                                       Douglas E. Wentz

5900 Lake Ellenor Drive - P.O. Box 593330 - Orlando,  Florida 32859-3330 - (407)
245-5811 Fax: (407) 245-4844

                            E-mail: dwentz@darden.com

                                       8
Exhibit 23.2

KPMG
111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802

                          Independent Auditors' Consent

The Board of Directors
Darden Restaurants, Inc.:

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Darden  Restaurants,  Inc. of our report dated June 18,  2002,  with
respect to the  consolidated  balance  sheets of Darden  Restaurants,  Inc.  and
subsidiaries as of May 26, 2002, and May 27, 2001, and the related  consolidated
statements of earnings, changes in stockholders' equity, and cash flows for each
of the years in the three-year  period ended May 26, 2002,  which report appears
in the May 26, 2002, annual report on Form 10-K of Darden Restaurants, Inc.

/s/ KPMG LLP

Orlando, FL
June 19, 2003
Exhibit 24.1
                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that each person whose signature appears below
constitutes  and appoints Joe R. Lee,  Linda J.  Dimopoulos and Paula J. Shives,
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and resubstitution, for and in his or her name, place
and stead, in any and all capacities,  to sign a Registration  Statement on Form
S-8  of  Darden  Restaurants,   Inc.  and  any  or  all  amendments   (including
post-effective  amendments)  thereto,  relating to the Darden Restaurants,  Inc.
2002 Stock Incentive Plan, and to file the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as might or could be done in person,  hereby  ratifying and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitute of substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on this 19th day
of June, 2003, by the following persons.

       /s/ Leonard L. Berry                               /s/ Richard E. Rivera
       ------------------------------------               ---------------------
       Leonard L. Berry                                   Richard E. Rivera

       /s/ Odie C. Donald                                 /s/ Michael D. Rose
       ------------------------------------               -------------------
       Odie C. Donald                                     Michael D. Rose

                                                          /s/ Maria A. Sastre
       ---------------------------                        -------------------
       Julius Erving, II                                  Maria A. Sastre

       /s/David H. Hughes                                 /s/ Jack A. Smith
       ------------------------------------               -----------------
       David H. Hughes                                    Jack A. Smith

       /s/ Joe R. Lee                                     /s/ Blaine Sweatt, III
       ------------------------------------               ----------------------
       Joe R. Lee                                         Blaine Sweatt, III

       /s/ Cornelius McGillicuddy, III                    /s/ Rita P. Wilson
       ------------------------------------               ------------------
       Cornelius McGillicuddy, III                        Rita P. Wilson