As filed with the Securities and Exchange Commission on March 22, 2001
                                                    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 of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

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

                            Stock Plan for Directors
                  Compensation Plan for Non-Employee Directors
              Restaurant Management and Employee Stock Plan of 2000
                           (Full titles of the plans)


                                                          Copy to:

               Paula J. Shives, Esq.             Gary L. Tygesson, Esq.
       Senior Vice President, General Counsel     Dorsey & Whitney LL
                 and Secretary                  220 South Sixth Street
             5900 Lake Ellenor Drive          Minneapolis, Minnesota 55402
              Orlando, Florida 32809                (612) 340-2600
       (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                   Amount              Proposed maximum       Proposed
securities                 to be               offering  price        maximum aggregate        Amount of
being registered         registered (1)        price per share (2)    offering price (2)     registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                    <C>                    <C>

Common Stock
(no par value)          3,900,000 shares (3)       $23.03               $89,797,500.00            $22,449.38
====================================================================================================================================
</TABLE>
(1) Pursuant to rule 416(c) under the Securities Act of 1933, this  registration
statement  covers an  indeterminate  amount of  interests  to be offered or sold
pursuant to the employee  benefit  plans  described  herein.  This  registration
statement  shall also cover any  additional  shares of common  stock which shall
become  issuable  under  the Stock  Plan for  Directors,  Compensation  Plan for
Non-Employee  Directors,  and  Restaurant  Management and Employee Stock Plan of
2000 by reason of any stock  dividend,  stock split,  recapitalization  or other
similar transaction  effected without the receipt of consideration which results
in an  increase  in the  number of the  outstanding  shares of the  registrant's
common stock.

(2) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457 (h) and (c), based upon the average of the high and low
prices of the  registrant's  common  stock,  as  reported  on the New York Stock
Exchange on March 15, 2001.
================================================================================

(3) 250,000 shares under the Stock Plan for  Directors,  50,000 shares under the
Compensation  Plan for  Non-Employee  Directors and  3,600,000  shares under the
Restaurant Management and Employee Stock Plan of 2000.

                                      II-5

<PAGE>





                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following  documents  that have been filed by Darden  Restaurants,
Inc.  (the   "Company")   with  the  Securities  and  Exchange   Commission  are
incorporated by reference in this Registration Statement, as of their respective
dates:

        (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
             May 28, 2000;

        (b)  the Company's Quarterly Reports on Form 10-Q for the fiscal
             quarters ended August 27, 2000 and November 26, 2000;

        (c)  the Company's Current Reports on Form 8-K, filed on August 31,
             2000, September 22, 2000, November 13, 2000 and December 21, 2000;
             and

        (d)  the  description  of the Company's  Common Stock  contained in the
             Company's  Registration  Statement on Form 10 dated March 9, 1995,
             as amended on April 21, 1995, May 2, 1995 and May 5, 1995, and any
             amendment  or  report  filed  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  pursuant to Section 13(a),  13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (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.

      The description of the Company's  capital 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 Company's Articles of
Incorporation  contain a  provision  providing  that no  director of the Company
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.

      The Company's  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 the Company 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 the Company, 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
Company's  Articles of  Incorporation  and Bylaws contain  provisions  requiring
indemnification  by the  Company 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 Company's Articles
of Incorporation and Bylaws authorize it to purchase insurance for its directors
and officers  insuring them against certain risks as to which the Company may be
unable lawfully to

                                      II-B

<PAGE>

indemnify them. The Company  maintains  insurance  coverage for its officers and
directors as well as insurance  coverage to reimburse  the Company 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, as
amended (the  "Securities  Act") may be permitted by a company to its  directors
and officers,  such indemnification is against public policy as expressed in the
Securities 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.

      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.

      23.2    Consent of Counsel (included in Exhibit 5.1).

      24.1    Powers of Attorney.

Item 9.  Undertakings.

(a)   POST-EFFECTIVE AMENDMENTS

      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;

              (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  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;

              (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.

                                      II-2
<PAGE>

      Provided,  however,  that paragraphs (a)(1)(i) and (1)(ii) of this section
do 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 to the
Commission  by the  registrant  pursuant  to section 13 or  section15(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 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)   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE

      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  section13(a)  or section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c)   CLAIMS FOR INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or 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, 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 March 22, 2001.

                                       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, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                         Title                               Date

/s/ Joe R. Lee                    Director, Chairman of the      March 22, 2001
Joe R. Lee                        Board and Chief Executive
                                  Officer (principal executive
                                  officer)

/s/ Clarence Otis, Jr.            Senior Vice President - Chief  March 22, 2001
Clarence Otis, Jr.                Financial Officer (principal
                                  financial and accounting
                                  officer)

Bradley D. Blum                   Director                       March 22, 2001
Bradley D. Blum*

Daniel B. Burke                   Director                       March 22, 2001
Daniel B. Burke*

Odie C. Donald                    Director                       March 22, 2001
Odie C. Donald*

                                      II-4
<PAGE>

Julius Erving, II                 Director                       March 22, 2001
Julius Erving, II*

Richard E. Rivera                 Director                       March 22, 2001
Richard E. Rivera*

Michael D. Rose                   Director                       March 22, 2001
Michael D. Rose*

Hector de J. Ruiz                 Director                       March 22, 2001
Hector de J. Ruiz*

Maria A. Sastre                   Director                       March 22, 2001
Maria A. Sastre*

Jack A. Smith                     Director                       March 22, 2001
Jack A. Smith*

Blaine Sweatt, III                Director                       March 22, 2001
Blaine Sweatt, III*

Rita P. Wilson                    Director                       March 22, 2001
Rita P. Wilson*

*By     /s/ Paula J. Shives
        Paula J. Shives
        Attorney-in-Fact

                                      II-5
<PAGE>




                                  EXHIBIT INDEX


      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  Minnestoa,  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.

      23.2    Consent of Counsel (included in Exhibit 5.1).

      24.1    Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19181}]
{"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": "333-57410", "film-number": "1576327"}, "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 March 22, 2001
                                                    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 of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

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

                            Stock Plan for Directors
                  Compensation Plan for Non-Employee Directors
              Restaurant Management and Employee Stock Plan of 2000
                           (Full titles of the plans)

                                                          Copy to:

               Paula J. Shives, Esq.             Gary L. Tygesson, Esq.
       Senior Vice President, General Counsel     Dorsey & Whitney LL
                 and Secretary                  220 South Sixth Street
             5900 Lake Ellenor Drive          Minneapolis, Minnesota 55402
              Orlando, Florida 32809                (612) 340-2600
       (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                   Amount              Proposed maximum       Proposed
securities                 to be               offering  price        maximum aggregate        Amount of
being registered         registered (1)        price per share (2)    offering price (2)     registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock
(no par value)          3,900,000 shares (3)       $23.03               $89,797,500.00            $22,449.38
====================================================================================================================================
(1) Pursuant to rule 416(c) under the Securities Act of 1933, this  registration
statement  covers an  indeterminate  amount of  interests  to be offered or sold
pursuant to the employee  benefit  plans  described  herein.  This  registration
statement  shall also cover any  additional  shares of common  stock which shall
become  issuable  under  the Stock  Plan for  Directors,  Compensation  Plan for
Non-Employee  Directors,  and  Restaurant  Management and Employee Stock Plan of
2000 by reason of any stock  dividend,  stock split,  recapitalization  or other
similar transaction  effected without the receipt of consideration which results
in an  increase  in the  number of the  outstanding  shares of the  registrant's
common stock.

(2) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457 (h) and (c), based upon the average of the high and low
prices of the  registrant's  common  stock,  as  reported  on the New York Stock
Exchange on March 15, 2001.
================================================================================

(3) 250,000 shares under the Stock Plan for  Directors,  50,000 shares under the
Compensation  Plan for  Non-Employee  Directors and  3,600,000  shares under the
Restaurant Management and Employee Stock Plan of 2000.

                                      II-5
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following  documents  that have been filed by Darden  Restaurants,
Inc.  (the   "Company")   with  the  Securities  and  Exchange   Commission  are
incorporated by reference in this Registration Statement, as of their respective
dates:

        (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
             May 28, 2000;

        (b)  the Company's Quarterly Reports on Form 10-Q for the fiscal
             quarters ended August 27, 2000 and November 26, 2000;

        (c)  the Company's Current Reports on Form 8-K, filed on August 31,
             2000, September 22, 2000, November 13, 2000 and December 21, 2000;
             and

        (d)  the  description  of the Company's  Common Stock  contained in the
             Company's  Registration  Statement on Form 10 dated March 9, 1995,
             as amended on April 21, 1995, May 2, 1995 and May 5, 1995, and any
             amendment  or  report  filed  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  pursuant to Section 13(a),  13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (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.

      The description of the Company's  capital 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 Company's Articles of
Incorporation  contain a  provision  providing  that no  director of the Company
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.

      The Company's  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 the Company 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 the Company, 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
Company's  Articles of  Incorporation  and Bylaws contain  provisions  requiring
indemnification  by the  Company 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 Company's Articles
of Incorporation and Bylaws authorize it to purchase insurance for its directors
and officers  insuring them against certain risks as to which the Company may be
unable lawfully to

                                      II-B
indemnify them. The Company  maintains  insurance  coverage for its officers and
directors as well as insurance  coverage to reimburse  the Company 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, as
amended (the  "Securities  Act") may be permitted by a company to its  directors
and officers,  such indemnification is against public policy as expressed in the
Securities 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.

      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.

      23.2    Consent of Counsel (included in Exhibit 5.1).

      24.1    Powers of Attorney.

Item 9.  Undertakings.

(a)   POST-EFFECTIVE AMENDMENTS

      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;

              (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  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;

              (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.

                                      II-2
Provided,  however,  that paragraphs (a)(1)(i) and (1)(ii) of this section
do 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 to the
Commission  by the  registrant  pursuant  to section 13 or  section15(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 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)   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE

      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  section13(a)  or section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c)   CLAIMS FOR INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or 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, 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 March 22, 2001.

                                       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, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                         Title                               Date

/s/ Joe R. Lee                    Director, Chairman of the      March 22, 2001
Joe R. Lee                        Board and Chief Executive
                                  Officer (principal executive
                                  officer)

/s/ Clarence Otis, Jr.            Senior Vice President - Chief  March 22, 2001
Clarence Otis, Jr.                Financial Officer (principal
                                  financial and accounting
                                  officer)

Bradley D. Blum                   Director                       March 22, 2001
Bradley D. Blum*

Daniel B. Burke                   Director                       March 22, 2001
Daniel B. Burke*

Odie C. Donald                    Director                       March 22, 2001
Odie C. Donald*

                                      II-4
Julius Erving, II                 Director                       March 22, 2001
Julius Erving, II*

Richard E. Rivera                 Director                       March 22, 2001
Richard E. Rivera*

Michael D. Rose                   Director                       March 22, 2001
Michael D. Rose*

Hector de J. Ruiz                 Director                       March 22, 2001
Hector de J. Ruiz*

Maria A. Sastre                   Director                       March 22, 2001
Maria A. Sastre*

Jack A. Smith                     Director                       March 22, 2001
Jack A. Smith*

Blaine Sweatt, III                Director                       March 22, 2001
Blaine Sweatt, III*

Rita P. Wilson                    Director                       March 22, 2001
Rita P. Wilson*

*By     /s/ Paula J. Shives
        Paula J. Shives
        Attorney-in-Fact

                                      II-5
EXHIBIT INDEX

      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  Minnestoa,  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.

      23.2    Consent of Counsel (included in Exhibit 5.1).

      24.1    Powers of Attorney.