As filed with the Securities and Exchange Commission on December 16, 1998

                                                 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                                    32809
          Orlando, Florida                                     (Zip Code)
(Address of Principal Executive Offices)

                            DARDEN RESTAURANTS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              C. L. Whitehill, Esq.
              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, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
     Title of securities to be        Amount to be      Proposed maximum      Proposed maximum       Amount of
           registered (1)              registered      offering price per    aggregate offering     registration
                                                           share (2)             price (2)              fee
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                 <C>                  <C>
  Common Stock, without par value       1,400,000           $18.344             $25,681,600          $7,139.48
====================================================================================================================
</TABLE>
(1)  This  Registration  Statement  also  relates  to  the  Rights  to  purchase
     fractional  shares of Preferred Stock of the registrant  which are attached
     to all shares of Common Stock  outstanding as of, and issued subsequent to,
     May 28, 1995 pursuant to the terms of the  registrant's  Rights  Agreement,
     dated  as of May  28,  1995  as  amended  as of May  23,  1996.  Until  the
     occurrence of certain  prescribed  events,  the Rights are not exercisable,
     are evidenced by the  certificates  of Common Stock and will be transferred
     with and only with such Common Stock.

     Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee.  Pursuant  to Rule  457(h)(1)  and (c),  based  upon the
     average  of the high and low prices for the  registrant's  Common  Stock as
     reported on the New York Stock Exchange on December 10, 1998.





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents which have been filed by Darden  Restaurants,  Inc.
("Darden" or the "Company")  with the Securities  and Exchange  Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended May 31, 1998.

     (b)  Quarterly  Report on Form 10-Q for the  quarterly  period ended August
          30, 1998.

     (c)  Current Report on Form 8-K filed on June 24, 1998.

     (d)  Current Report on Form 8-K filed on September 25, 1998.

     (e)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration Statement on Form 10 filed with the Commission
          on March 9, 1995, as amended on April 21, 1995, May 2, 1995 and May 5,
          1995,  and any  amendment  or report  filed by the  Company  under the
          Exchange  Act for the  purpose  of  updating  such  description  filed
          subsequent to the date of this Registration Statement and prior to the
          termination of the offering described herein.

     All documents filed by the Company or the Darden Restaurants, Inc. Employee
Stock Purchase Plan (the "Plan") 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.  Any statement contained herein or
in a document all or part of which is  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

     The  description  of the Company's  Common Stock to be offered  pursuant to
this  Registration  Statement  has been  incorporated  by  reference  into  this
Registration Statement as described in Item 3 of this Part II.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant to authority  conferred  by Florida  law,  the Darden  Articles of
Incorporation  contain a provision providing that no director of Darden shall be
personally  liable to it or its  stockholders for monetary damages for breach of
fiduciary  duty as a  director,  unless (i) the  director  breached or failed to
perform his or her duties as director and (ii) the breach or failure constitutes
(a) a violation of criminal law (except where he or she had reasonable  cause to
believe the conduct was lawful or had no reasonable cause to believe the conduct
was  unlawful),  (b) a  transaction  from which the  director  derived  improper
personal benefit,  (c) improper  distributions,  (d) conscious  disregard of the
Company's best interest or willful  conduct,  or (e)  recklessness  or an act or
omission in bad faith.


                                      II-1

<PAGE>

     The Darden  Articles of  Incorporation  also provide that if Florida law is
amended to further  eliminate  or limit the  liability  of  directors,  then the
liability  of a director  of Darden  shall be  eliminated  or  limited,  without
further  shareholder action, to the fullest extent permissible under Florida law
as so amended.

     Florida  law  contains  provisions  permitting  and,  in  some  situations,
requiring Florida  corporations,  such as Darden, 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. The Darden
Articles   of   Incorporation   and   Bylaws   contain   provisions    requiring
indemnification  by Darden of its directors  and officers to the fullest  extent
that  is  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  advance and
payment of fees and expenses  reasonably  incurred by the director or officer in
defense of any such lawsuit or proceeding.  In addition,  the Darden Articles of
Incorporation  and Bylaws  authorize it to purchase  insurance for its directors
and  officers  insuring  them  against  certain  risks as to which Darden may be
unable lawfully to indemnify them. Darden maintains  insurance  coverage for its
officers and  directors as well as  insurance  coverage to reimburse  Darden for
potential costs of its corporate indemnification of officers and directors.

     The Securities and Exchange  Commission has taken the position that insofar
as indemnification  for liabilities arising under the Securities Act of 1933 may
be permitted by a company to its directors and officers, such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     No securities are to be reoffered or resold  pursuant to this  Registration
Statement.

Item 8.  Exhibits

Exhibit
Number                            Description

4.1  Articles of Incorporation (incorporated by reference to Exhibit 3(a) to the
     Company's  Registration  Statement  on Form 10 filed  with  the  Commission
     pursuant  to the  Exchange  Act on March 9,  1995,  as amended on April 21,
     1995,  May 2, 1995 and May 5, 1995 (File No.  1-13666)  (the  "Registration
     Statement on Form 10")).

4.2  Bylaws of the Company  (incorporated  by  reference  to Exhibit 3(b) to the
     Company's Registration Statement on Form 10).

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).

4.4  Indenture dated as of January 1, 1996, between the Company and Norwest Bank
     Minnesota,  N.A.,  as  Trustee  (incorporated  herein by  reference  to the
     Company's Current Report on Form 8-K filed February 9, 1996).

23.1 Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney.


                                      II-2


<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;

               (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  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) 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 Registration  Statement is on Form S-3, Form S-8, or Form F-3,
     and the information  required to be included in a post-effective  amendment
     by  those  paragraphs  is  contained  in  periodic  reports  filed  with or
     furnished by the registrant  pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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 of 1933, each filing of the
registrant's  or the Plan's annual  report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 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 of 1933 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,  therefor,  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.


                                      II-3

<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  15th day of
December, 1998.

                                       DARDEN RESTAURANTS, INC.


                                       By:  /s/ C. L. Whitehill
                                            --------------------------------
                                            C. L. Whitehill
                                            Senior Vice President,
                                            General Counsel and Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capabilities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                     <C>                                                  <C>
/s/ Joe R. Lee*                         Chairman of the Board, Chief Executive               December 15, 1998
-------------------------------         Officer and Director
Joe R. Lee                              (principal executive officer)

/s/ Clarence Otis, Jr.*                 Senior Vice President-Finance and Treasurer          December 15, 1998
-------------------------------         (principal financial officer)
Clarence Otis, Jr.                      

/s/ Linda J. Dimopoulos*                Senior Vice President-Corporate Controller           December 15, 1998
-------------------------------         and Business Information Systems
Linda J. Dimopoulos                     (principal accounting officer)

/s/ H. B. Atwater*                      Director                                             December 15, 1998
-------------------------------
H. B. Atwater

/s/ Bradley D. Blum*                    Director                                             December 15, 1998
-------------------------------
Bradley D. Blum

/s/ Daniel B. Burke*                    Director                                             December 15, 1998
-------------------------------
Daniel B. Burke

/s/ Odie C. Donald*                     Director                                             December 15, 1998
-------------------------------
Odie C. Donald

/s/ Richard E. Rivera*                  Director                                             December 15, 1998
-------------------------------
Richard E. Rivera

/s/ Michael D. Rose*                    Director                                             December 15, 1998
-------------------------------
Michael D. Rose

/s/ Maria A. Sastre*                    Director                                             December 15, 1998
-------------------------------
Maria A. Sastre

</TABLE>

                                      II-4

<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                                                  <C>
/s/ Jack A. Smith*                      Director                                             December 15, 1998
-------------------------------
Jack A. Smith

/s/ Blaine Sweatt, III*                 Director                                             December 15, 1998
-------------------------------
Blaine Sweatt, III

</TABLE>

*By:     /s/ C.L. Whitehill
         --------------------------
         C. L. Whitehill
         Attorney-in-Fact



     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 the 15th
day of December, 1998.

                                       DARDEN RESTAURANTS, INC.
                                       EMPLOYEE STOCK PURCHASE PLAN


                                        By:  /s/ Michael D. Rose*
                                             ---------------------------------
                                             Michael D. Rose, Chairman
                                             Compensation Committee of the
                                             Board of Directors of the Company


*By:     /s/ C.L. Whitehill
         --------------------------
         C.L. Whitehill
         Attorney-in-Fact


                                      II-5


<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                                    Page

23.1     Consent of KPMG Peat Marwick LLP

24.1     Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20747}]
{"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": "333-69037", "film-number": "98770715"}, "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 December 16, 1998

                                                 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                                    32809
          Orlando, Florida                                     (Zip Code)
(Address of Principal Executive Offices)

                            DARDEN RESTAURANTS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              C. L. Whitehill, Esq.
              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, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
     Title of securities to be        Amount to be      Proposed maximum      Proposed maximum       Amount of
           registered (1)              registered      offering price per    aggregate offering     registration
                                                           share (2)             price (2)              fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, without par value       1,400,000           $18.344             $25,681,600          $7,139.48
====================================================================================================================
(1)  This  Registration  Statement  also  relates  to  the  Rights  to  purchase
     fractional  shares of Preferred Stock of the registrant  which are attached
     to all shares of Common Stock  outstanding as of, and issued subsequent to,
     May 28, 1995 pursuant to the terms of the  registrant's  Rights  Agreement,
     dated  as of May  28,  1995  as  amended  as of May  23,  1996.  Until  the
     occurrence of certain  prescribed  events,  the Rights are not exercisable,
     are evidenced by the  certificates  of Common Stock and will be transferred
     with and only with such Common Stock.

     Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee.  Pursuant  to Rule  457(h)(1)  and (c),  based  upon the
     average  of the high and low prices for the  registrant's  Common  Stock as
     reported on the New York Stock Exchange on December 10, 1998.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents which have been filed by Darden  Restaurants,  Inc.
("Darden" or the "Company")  with the Securities  and Exchange  Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended May 31, 1998.

     (b)  Quarterly  Report on Form 10-Q for the  quarterly  period ended August
          30, 1998.

     (c)  Current Report on Form 8-K filed on June 24, 1998.

     (d)  Current Report on Form 8-K filed on September 25, 1998.

     (e)  The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration Statement on Form 10 filed with the Commission
          on March 9, 1995, as amended on April 21, 1995, May 2, 1995 and May 5,
          1995,  and any  amendment  or report  filed by the  Company  under the
          Exchange  Act for the  purpose  of  updating  such  description  filed
          subsequent to the date of this Registration Statement and prior to the
          termination of the offering described herein.

     All documents filed by the Company or the Darden Restaurants, Inc. Employee
Stock Purchase Plan (the "Plan") 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.  Any statement contained herein or
in a document all or part of which is  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

     The  description  of the Company's  Common Stock to be offered  pursuant to
this  Registration  Statement  has been  incorporated  by  reference  into  this
Registration Statement as described in Item 3 of this Part II.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant to authority  conferred  by Florida  law,  the Darden  Articles of
Incorporation  contain a provision providing that no director of Darden shall be
personally  liable to it or its  stockholders for monetary damages for breach of
fiduciary  duty as a  director,  unless (i) the  director  breached or failed to
perform his or her duties as director and (ii) the breach or failure constitutes
(a) a violation of criminal law (except where he or she had reasonable  cause to
believe the conduct was lawful or had no reasonable cause to believe the conduct
was  unlawful),  (b) a  transaction  from which the  director  derived  improper
personal benefit,  (c) improper  distributions,  (d) conscious  disregard of the
Company's best interest or willful  conduct,  or (e)  recklessness  or an act or
omission in bad faith.

                                      II-1
The Darden  Articles of  Incorporation  also provide that if Florida law is
amended to further  eliminate  or limit the  liability  of  directors,  then the
liability  of a director  of Darden  shall be  eliminated  or  limited,  without
further  shareholder action, to the fullest extent permissible under Florida law
as so amended.

     Florida  law  contains  provisions  permitting  and,  in  some  situations,
requiring Florida  corporations,  such as Darden, 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. The Darden
Articles   of   Incorporation   and   Bylaws   contain   provisions    requiring
indemnification  by Darden of its directors  and officers to the fullest  extent
that  is  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  advance and
payment of fees and expenses  reasonably  incurred by the director or officer in
defense of any such lawsuit or proceeding.  In addition,  the Darden Articles of
Incorporation  and Bylaws  authorize it to purchase  insurance for its directors
and  officers  insuring  them  against  certain  risks as to which Darden may be
unable lawfully to indemnify them. Darden maintains  insurance  coverage for its
officers and  directors as well as  insurance  coverage to reimburse  Darden for
potential costs of its corporate indemnification of officers and directors.

     The Securities and Exchange  Commission has taken the position that insofar
as indemnification  for liabilities arising under the Securities Act of 1933 may
be permitted by a company to its directors and officers, such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     No securities are to be reoffered or resold  pursuant to this  Registration
Statement.

Item 8.  Exhibits

Exhibit
Number                            Description

4.1  Articles of Incorporation (incorporated by reference to Exhibit 3(a) to the
     Company's  Registration  Statement  on Form 10 filed  with  the  Commission
     pursuant  to the  Exchange  Act on March 9,  1995,  as amended on April 21,
     1995,  May 2, 1995 and May 5, 1995 (File No.  1-13666)  (the  "Registration
     Statement on Form 10")).

4.2  Bylaws of the Company  (incorporated  by  reference  to Exhibit 3(b) to the
     Company's Registration Statement on Form 10).

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).

4.4  Indenture dated as of January 1, 1996, between the Company and Norwest Bank
     Minnesota,  N.A.,  as  Trustee  (incorporated  herein by  reference  to the
     Company's Current Report on Form 8-K filed February 9, 1996).

23.1 Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney.

                                      II-2
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;

               (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  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) 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 Registration  Statement is on Form S-3, Form S-8, or Form F-3,
     and the information  required to be included in a post-effective  amendment
     by  those  paragraphs  is  contained  in  periodic  reports  filed  with or
     furnished by the registrant  pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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 of 1933, each filing of the
registrant's  or the Plan's annual  report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 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 of 1933 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,  therefor,  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.

                                      II-3
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  15th day of
December, 1998.

                                       DARDEN RESTAURANTS, INC.

                                       By:  /s/ C. L. Whitehill
                                            --------------------------------
                                            C. L. Whitehill
                                            Senior Vice President,
                                            General Counsel and Secretary

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capabilities and on the dates indicated.
/s/ Joe R. Lee*                         Chairman of the Board, Chief Executive               December 15, 1998
-------------------------------         Officer and Director
Joe R. Lee                              (principal executive officer)

/s/ Clarence Otis, Jr.*                 Senior Vice President-Finance and Treasurer          December 15, 1998
-------------------------------         (principal financial officer)
Clarence Otis, Jr.                      

/s/ Linda J. Dimopoulos*                Senior Vice President-Corporate Controller           December 15, 1998
-------------------------------         and Business Information Systems
Linda J. Dimopoulos                     (principal accounting officer)

/s/ H. B. Atwater*                      Director                                             December 15, 1998
-------------------------------
H. B. Atwater

/s/ Bradley D. Blum*                    Director                                             December 15, 1998
-------------------------------
Bradley D. Blum

/s/ Daniel B. Burke*                    Director                                             December 15, 1998
-------------------------------
Daniel B. Burke

/s/ Odie C. Donald*                     Director                                             December 15, 1998
-------------------------------
Odie C. Donald

/s/ Richard E. Rivera*                  Director                                             December 15, 1998
-------------------------------
Richard E. Rivera

/s/ Michael D. Rose*                    Director                                             December 15, 1998
-------------------------------
Michael D. Rose

/s/ Maria A. Sastre*                    Director                                             December 15, 1998
-------------------------------
Maria A. Sastre
II-4
/s/ Jack A. Smith*                      Director                                             December 15, 1998
-------------------------------
Jack A. Smith

/s/ Blaine Sweatt, III*                 Director                                             December 15, 1998
-------------------------------
Blaine Sweatt, III
*By:     /s/ C.L. Whitehill
         --------------------------
         C. L. Whitehill
         Attorney-in-Fact

     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 the 15th
day of December, 1998.

                                       DARDEN RESTAURANTS, INC.
                                       EMPLOYEE STOCK PURCHASE PLAN

                                        By:  /s/ Michael D. Rose*
                                             ---------------------------------
                                             Michael D. Rose, Chairman
                                             Compensation Committee of the
                                             Board of Directors of the Company

*By:     /s/ C.L. Whitehill
         --------------------------
         C.L. Whitehill
         Attorney-in-Fact

                                      II-5
EXHIBIT INDEX

Exhibit                                                                    Page

23.1     Consent of KPMG Peat Marwick LLP

24.1     Powers of Attorney