As filed with the Securities and Exchange Commission on February 4, 2005
                                                      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. Employee Stock Purchase 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>

------------------------- -------------------- -------------------- ------------------- -------------------
<S>                       <C>                  <C>                  <C>                <C>
                                                                         Proposed
                                                   Proposed               maximum
Title of securities to       Amount to be        maximum offering        aggregate           Amount of
    be registered           registered (1)       price per share       offering price     registration fee
------------------------- -------------------- -------------------- ------------------- -------------------
 Common Stock, without
   par value(2)            1,500,000 shares         $29.19(3)           $43,785,000(3)         $5,153.50
------------------------- -------------------- -------------------- ------------------- -------------------
</TABLE>

<PAGE>


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

(2)  Includes  rights to purchase  shares 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 February 2, 2005.


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,  which have been filed with the  Securities  and
Exchange  Commission  (the  "SEC") by Darden  Restaurants,  Inc.  ("we," "us" or
"Darden"), are incorporated by reference in this registration statement:

     (a)  our annual  report on Form 10-K, as amended by Amendment No. 1 on Form
          10-K/A for the fiscal year ended May 30, 2004;

     (b)  our  quarterly  report on Form 10-Q,  as amended by Amendment No. 1 on
          Form  10-Q/A  for the fiscal  quarter  ended  August 29,  2004 and our
          quarterly  report on Form 10-Q for the fiscal  quarter ended  November
          28, 2004;

     (c)  our current  reports on Form 8-K dated September 28, 2004 and December
          15, 2004 (except as to Item 2.02 thereof); 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 Darden  Restaurants,  Inc.  Employee  Stock
Purchase Plan.

                                       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 Annual Report
          on Form 10-K for the fiscal year ended May 25, 2003).

     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).

     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 SEC  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
SEC 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 SEC 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  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,  thereunto  duly
authorized,  in the  City  of  Orlando,  State  of  Florida,  on the  4th day of
February, 2005.


                                       DARDEN RESTAURANTS, INC.



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


     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 on the 4th day of February, 2005.

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



/s/ Clarence Otis, Jr.                   Chief Executive Officer and Director
-------------------------------------    (principal executive officer)
Clarence Otis, Jr.


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


/s/Andrew H. Madsen                      Director
-------------------------------------
Andrew H. Madsen


/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
Joe R. Lee                               Chairman of the Board
Cornelius McGillicuddy, III              Director
Michael D. Rose                          Director
Maria A. Sastre                          Director
Jack A. Smith                            Director
Blaine Sweatt, III                       Director
Rita P. Wilson                           Director


                                        5

<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 Annual Report
          on Form 10-K for the fiscal year ended May 25, 2003).

     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).

     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.
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{"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": "333-122560", "film-number": "05576919"}, "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 February 4, 2005
                                                      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. Employee Stock Purchase 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
                                                   Proposed               maximum
Title of securities to       Amount to be        maximum offering        aggregate           Amount of
    be registered           registered (1)       price per share       offering price     registration fee
------------------------- -------------------- -------------------- ------------------- -------------------
 Common Stock, without
   par value(2)            1,500,000 shares         $29.19(3)           $43,785,000(3)         $5,153.50
------------------------- -------------------- -------------------- ------------------- -------------------
(1)  The  number of shares  of common  stock  being  registered  is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

(2)  Includes  rights to purchase  shares 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 February 2, 2005.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,  which have been filed with the  Securities  and
Exchange  Commission  (the  "SEC") by Darden  Restaurants,  Inc.  ("we," "us" or
"Darden"), are incorporated by reference in this registration statement:

     (a)  our annual  report on Form 10-K, as amended by Amendment No. 1 on Form
          10-K/A for the fiscal year ended May 30, 2004;

     (b)  our  quarterly  report on Form 10-Q,  as amended by Amendment No. 1 on
          Form  10-Q/A  for the fiscal  quarter  ended  August 29,  2004 and our
          quarterly  report on Form 10-Q for the fiscal  quarter ended  November
          28, 2004;

     (c)  our current  reports on Form 8-K dated September 28, 2004 and December
          15, 2004 (except as to Item 2.02 thereof); 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 Darden  Restaurants,  Inc.  Employee  Stock
Purchase Plan.

                                       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 Annual Report
          on Form 10-K for the fiscal year ended May 25, 2003).

     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).

     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 SEC  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
SEC 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 SEC 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  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,  thereunto  duly
authorized,  in the  City  of  Orlando,  State  of  Florida,  on the  4th day of
February, 2005.

                                       DARDEN RESTAURANTS, INC.

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

     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 on the 4th day of February, 2005.

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

/s/ Clarence Otis, Jr.                   Chief Executive Officer and Director
-------------------------------------    (principal executive officer)
Clarence Otis, Jr.

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

/s/Andrew H. Madsen                      Director
-------------------------------------
Andrew H. Madsen

/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
Joe R. Lee                               Chairman of the Board
Cornelius McGillicuddy, III              Director
Michael D. Rose                          Director
Maria A. Sastre                          Director
Jack A. Smith                            Director
Blaine Sweatt, III                       Director
Rita P. Wilson                           Director

                                        5
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 Annual Report
          on Form 10-K for the fiscal year ended May 25, 2003).

     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).

     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.