As filed with the Securities and Exchange Commission on November 24, 1999
                                                  Registration No. 333-_________

                       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.
                        AMENDED AND RESTATED STOCK OPTION
                      AND LONG-TERM INCENTIVE PLAN OF 1995
                            (Full title of the plan)

                                 Paula J. Shives
              Senior Vice President, General Counsel and Secretary
                            Darden Restaurants, Inc.
                             5900 Lake Ellenor Drive
                             Orlando, Florida 32809
                     (Name and address of agent for service)

                                 (407) 245-4000
          (Telephone number, including area code, or agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
       Title of                Amount            Proposed maximum        Proposed maximum
      securities                to be             offering price        aggregate offering          Amount of
   to be registered          registered            per share (1)             price (1)           registration fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                    <C>                      <C>
Common Stock, without     7,200,000 shares           $18.0938              $130,275,360              $36,217
par value
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Pursuant to Rule  457(h)(1),  the proposed  maximum  offering price per
         share and the proposed maximum aggregate  offering price are based upon
         the average of the high and low prices for registrant's Common Stock on
         the New York Stock Exchange on November 22, 1999.




<PAGE>

         Pursuant to General  Instruction E of the General  Instructions to Form
S-8, this  Registration  Statement  incorporates  by reference the  Registrant's
Registration  Statement  on Form S-8 (File No.  33-92704)  which  relates to the
issuance  and  sale  from  time  to  time  of up to  35,300,000  shares  of  the
Registrant's  Common  Stock  pursuant  to  the  Registrant's  Stock  Option  and
Long-Term  Incentive Plan of 1995,  Stock Option and Long-Term  Conversion Plan,
Stock Plan for Non-Employee  Directors,  and Compensation  Plan for Non-Employee
Directors.


                                       1


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  23rd day of
November, 1999.

                                    DARDEN RESTAURANTS, INC.

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 23, 1999.


Name                          Title

/s/ Daniel B. Burke          Director
Daniel B. Burke*

/s/ Odie C. Donald           Director
Odie C. Donald*

/s/ Julius Erving, II        Director
Julius Erving, II*

/s/ Michael D. Rose          Director
Michael D. Rose*

/s/ Hector de J. Ruiz        Director
Hector de J. Ruiz*

/s/ Maria A. Sastre          Director
Maria A. Sastre*

/s/ Jack A. Smith            Director
Jack A. Smith*

/s/ Bradley D. Blum          Director and President, Olive Garden
Bradley D. Blum*

/s/ Joe R. Lee               Director, Chairman of the Board and Chief Executive
Joe R. Lee*                  Officer (principal executive officer)


                                       2


<PAGE>

/s/ Richard E. Rivera        Director and President, Red Lobster
Richard E. Rivera*

/s/ Blaine Sweatt, III       Director and President, New Business Development
Blaine Sweatt, III*

/s/ Linda J. Dimopoulos      Senior Vice President - Corporate Controller and
Linda J. Dimopoulos          Business Information Systems (controller and
                             principal accounting officer)

/s/ Clarence Otis, Jr.       Senior Vice President - Finance and Treasurer
Clarence Otis, Jr.           (principal financial officer)



*BY: /s/ Paula J. Shives
     Paula J. Shives, Attorney-In-Fact


                                       3


<PAGE>

                                  Exhibit Index


Exhibit
Number          Description

    4.1         Articles of Incorporation  (incorporated  herein by reference to
                Exhibit 3(a) to the Company's  Registration Statement on Form 10
                effective May 5, 1995)

    4.2         Bylaws (incorporated herein by reference to Exhibit 3(b) to the
                Company's Registration Statement on Form 10 effective May 5,
                1995)

    4.3         Rights  Agreement  dated as of May 28, 1995  between the Company
                and Norwest  Bank  Minnesota,  N.A.,  as amended  May 23,  1996,
                assigned to First Union  National  Bank, as Rights Agent,  as of
                September 29, 1997 (incorporated by reference to Exhibit 4(a) to
                the  Company's  Annual  Report on Form 10-K for the fiscal  year
                ended May 31, 1998)

    5.1         Opinion of Counsel regarding legality

   23.1         Consent of KPMG LLP (relating to financial statements of the
                Company)

   23.2         Consent of Counsel (included in Exhibit 5.1)

   24.1         Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 7216}]
{"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": "333-91579", "film-number": "99763466"}, "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 November 24, 1999
                                                  Registration No. 333-_________

                       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.
                        AMENDED AND RESTATED STOCK OPTION
                      AND LONG-TERM INCENTIVE PLAN OF 1995
                            (Full title of the plan)

                                 Paula J. Shives
              Senior Vice President, General Counsel and Secretary
                            Darden Restaurants, Inc.
                             5900 Lake Ellenor Drive
                             Orlando, Florida 32809
                     (Name and address of agent for service)

                                 (407) 245-4000
          (Telephone number, including area code, or agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
       Title of                Amount            Proposed maximum        Proposed maximum
      securities                to be             offering price        aggregate offering          Amount of
   to be registered          registered            per share (1)             price (1)           registration fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, without     7,200,000 shares           $18.0938              $130,275,360              $36,217
par value
--------------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Pursuant to Rule  457(h)(1),  the proposed  maximum  offering price per
         share and the proposed maximum aggregate  offering price are based upon
         the average of the high and low prices for registrant's Common Stock on
         the New York Stock Exchange on November 22, 1999.
Pursuant to General  Instruction E of the General  Instructions to Form
S-8, this  Registration  Statement  incorporates  by reference the  Registrant's
Registration  Statement  on Form S-8 (File No.  33-92704)  which  relates to the
issuance  and  sale  from  time  to  time  of up to  35,300,000  shares  of  the
Registrant's  Common  Stock  pursuant  to  the  Registrant's  Stock  Option  and
Long-Term  Incentive Plan of 1995,  Stock Option and Long-Term  Conversion Plan,
Stock Plan for Non-Employee  Directors,  and Compensation  Plan for Non-Employee
Directors.

                                       1
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  23rd day of
November, 1999.

                                    DARDEN RESTAURANTS, INC.

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 23, 1999.

Name                          Title

/s/ Daniel B. Burke          Director
Daniel B. Burke*

/s/ Odie C. Donald           Director
Odie C. Donald*

/s/ Julius Erving, II        Director
Julius Erving, II*

/s/ Michael D. Rose          Director
Michael D. Rose*

/s/ Hector de J. Ruiz        Director
Hector de J. Ruiz*

/s/ Maria A. Sastre          Director
Maria A. Sastre*

/s/ Jack A. Smith            Director
Jack A. Smith*

/s/ Bradley D. Blum          Director and President, Olive Garden
Bradley D. Blum*

/s/ Joe R. Lee               Director, Chairman of the Board and Chief Executive
Joe R. Lee*                  Officer (principal executive officer)

                                       2
/s/ Richard E. Rivera        Director and President, Red Lobster
Richard E. Rivera*

/s/ Blaine Sweatt, III       Director and President, New Business Development
Blaine Sweatt, III*

/s/ Linda J. Dimopoulos      Senior Vice President - Corporate Controller and
Linda J. Dimopoulos          Business Information Systems (controller and
                             principal accounting officer)

/s/ Clarence Otis, Jr.       Senior Vice President - Finance and Treasurer
Clarence Otis, Jr.           (principal financial officer)

*BY: /s/ Paula J. Shives
     Paula J. Shives, Attorney-In-Fact

                                       3
Exhibit Index

Exhibit
Number          Description

    4.1         Articles of Incorporation  (incorporated  herein by reference to
                Exhibit 3(a) to the Company's  Registration Statement on Form 10
                effective May 5, 1995)

    4.2         Bylaws (incorporated herein by reference to Exhibit 3(b) to the
                Company's Registration Statement on Form 10 effective May 5,
                1995)

    4.3         Rights  Agreement  dated as of May 28, 1995  between the Company
                and Norwest  Bank  Minnesota,  N.A.,  as amended  May 23,  1996,
                assigned to First Union  National  Bank, as Rights Agent,  as of
                September 29, 1997 (incorporated by reference to Exhibit 4(a) to
                the  Company's  Annual  Report on Form 10-K for the fiscal  year
                ended May 31, 1998)

    5.1         Opinion of Counsel regarding legality

   23.1         Consent of KPMG LLP (relating to financial statements of the
                Company)

   23.2         Consent of Counsel (included in Exhibit 5.1)

   24.1         Power of Attorney