As filed with the Securities and Exchange Commission on April 27, 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 Savings 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     aggregate offering
        Title of securities to      Amount to be       offering price per           price             Amount of
            be registered          registered (1)             share                                registration fee
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       <S>                        <C>                      <C>                 <C>                    <C>
       Common Stock, without
       par value(2)                100,000 shares           $30.24(3)           $3,024,000(3)            $356
       ------------------------- -------------------- ---------------------- -------------------- -------------------
</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.  In addition,  pursuant to Rule 416(c) under the  Securities  Act of
     1933, as amended (the "Securities  Act"), this Registration  Statement also
     covers an indeterminate  amount of interests to be offered or sold pursuant
     to the employee benefit plan described herein.

(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rules 457(c) and (h)(1) under the Securities Act, 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 April 25, 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"),  or the Darden  Savings Plan, 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)  the report on Form 11-K for the Darden Savings Plan for the year ended
          April 30, 2004;

     (c)  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  reports on Form 10-Q for the fiscal quarters ended November
          28, 2004 and February 27, 2005;

     (d)  our current reports on Form 8-K dated September 28, 2004, December 15,
          2004 (except as to Item 2.02 thereof) and March 22, 2005 (except as to
          Item 2.02 thereof); and

     (e)  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.

         Not applicable.

                                       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).

          5    Determination  Letter  from the  Internal  Revenue  Service  with
               respect to qualification of the Darden Savings Plan under Section
               401 of the Internal  Revenue Code of 1986,  as amended  ("Code"),
               and its status as an  Employee  Stock  Ownership  Plan under Code
               Section 4975(e)(7).

          23   Consent of KPMG LLP.

          24   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 (and,  where  applicable,  each filing of the Darden Savings Plan's
annual  report   pursuant  to  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 27th day of April,
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 27th day of April, 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 and accounting officer)
    Linda J. Dimopoulos


/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>


     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have 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 April
27, 2005.


DARDEN SAVINGS PLAN

By:   Darden Restaurants, Inc., Named Administrative Fiduciary


By:    /s/ Daniel M. Lyons
  ------------------------------------------------
           Daniel M. Lyons
           Senior Vice President, Human Resources


































                                        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 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).

          5    Determination  Letter  from the  Internal  Revenue  Service  with
               respect to qualification of the Darden Savings Plan under Section
               401 of the Internal  Revenue Code of 1986,  as amended  ("Code"),
               and its status as an  Employee  Stock  Ownership  Plan under Code
               Section 4975(e)(7).

          23   Consent of KPMG LLP.

          24   Power of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "s-8dsp042705.txt", "description": "FORM S-8 DSP 4-27-05", "secsgml_size_bytes": 18249}]
{"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": "333-124363", "film-number": "05776813"}, "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 April 27, 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 Savings 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     aggregate offering
        Title of securities to      Amount to be       offering price per           price             Amount of
            be registered          registered (1)             share                                registration fee
       ------------------------- -------------------- ---------------------- -------------------- -------------------
       ------------------------- -------------------- ---------------------- -------------------- -------------------
Common Stock, without
       par value(2)                100,000 shares           $30.24(3)           $3,024,000(3)            $356
       ------------------------- -------------------- ---------------------- -------------------- -------------------
(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.  In addition,  pursuant to Rule 416(c) under the  Securities  Act of
     1933, as amended (the "Securities  Act"), this Registration  Statement also
     covers an indeterminate  amount of interests to be offered or sold pursuant
     to the employee benefit plan described herein.

(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rules 457(c) and (h)(1) under the Securities Act, 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 April 25, 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"),  or the Darden  Savings Plan, 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)  the report on Form 11-K for the Darden Savings Plan for the year ended
          April 30, 2004;

     (c)  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  reports on Form 10-Q for the fiscal quarters ended November
          28, 2004 and February 27, 2005;

     (d)  our current reports on Form 8-K dated September 28, 2004, December 15,
          2004 (except as to Item 2.02 thereof) and March 22, 2005 (except as to
          Item 2.02 thereof); and

     (e)  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.

         Not applicable.

                                       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).

          5    Determination  Letter  from the  Internal  Revenue  Service  with
               respect to qualification of the Darden Savings Plan under Section
               401 of the Internal  Revenue Code of 1986,  as amended  ("Code"),
               and its status as an  Employee  Stock  Ownership  Plan under Code
               Section 4975(e)(7).

          23   Consent of KPMG LLP.

          24   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 (and,  where  applicable,  each filing of the Darden Savings Plan's
annual  report   pursuant  to  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 27th day of April,
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 27th day of April, 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 and accounting officer)
    Linda J. Dimopoulos

/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
Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have 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 April
27, 2005.

DARDEN SAVINGS PLAN

By:   Darden Restaurants, Inc., Named Administrative Fiduciary

By:    /s/ Daniel M. Lyons
  ------------------------------------------------
           Daniel M. Lyons
           Senior Vice President, Human Resources

                                        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 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).

          5    Determination  Letter  from the  Internal  Revenue  Service  with
               respect to qualification of the Darden Savings Plan under Section
               401 of the Internal  Revenue Code of 1986,  as amended  ("Code"),
               and its status as an  Employee  Stock  Ownership  Plan under Code
               Section 4975(e)(7).

          23   Consent of KPMG LLP.

          24   Power of Attorney.