As filed with the Securities and Exchange Commission on May 7, 2003
                                            Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT Under The
                             Securities Act of 1933


                            DARDEN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

          Florida                                           59-3305930
 (State or other jurisdiction                           (I.R.S. employer
of incorporation or organization)                      identification no.)

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


                     Darden Restaurants, Inc. FlexComp 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              Proposed maximum
   Title of securities      Amount to be      maximum offering price           aggregate             Amount of
     to be registered        registered           per obligation            offering price        registration fee
  ------------------------------------------------------------------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------
 <S>                       <C>                        <C>                   <C>                      <C>

  Deferred Compensation
      Obligations(1)        $100,000,000               100%                  $100,000,000              $8,090
  ------------------------------------------------------------------------------------------------------------------
<FN>

(1)  The Deferred  Compensation  Obligations are unsecured obligations of Darden
     Restaurants,  Inc. to pay deferred compensation in the future in accordance
     with the terms of the Darden Restaurants, Inc. FlexComp Plan.
</FN>
</TABLE>


<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that we have filed with the Securities and Exchange
Commission are incorporated by reference in this registration  statement,  as of
their respective dates:

     (a)  our annual report on Form 10-K for the fiscal year ended May 26, 2002;

     (b)  our current  reports on Form10-Q for the fiscal  quarters ended August
          25, 2002, November 24, 2002 and February 23, 2003;

     (c)  our current  reports on Form 8-K dated June 20,  2002,  September  18,
          2002, October 29, 2002, December 17, 2002, December 19, 2002, February
          18, 2003, March 20, 2003 and April 29, 2003; and

     (d)  the  description  of our common  stock and  preferred  stock  purchase
          rights contained in any  registration  statement or report filed by us
          under the Securities Act of 1933, as amended (the  "Securities  Act"),
          or  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.

     The securities  offered hereby are Deferred  Compensation  Obligations  (as
defined below) of Darden Restaurants,  Inc., which are being offered to eligible
employees  of  Darden  and  our   participating   affiliates  under  the  Darden
Restaurants,  Inc. FlexComp Plan (the "Plan").  The Plan permits participants to
defer, in accordance with the terms of the Plan, a portion of the  participant's
base  salary  and  all  or  a  portion  of  the  participant's   cash  incentive
compensation  (each,  a "Cash  Deferral").  The  amount  of  compensation  to be
deferred by each  participant  will be based on  elections  by each  participant
under the terms of the Plan. The Plan also permits participants to defer certain
additional   amounts   specified  in  the  Plan  related  to  foregone  matching
contributions  under the Darden  Savings Plan and benefits  under our Retirement
Income Plan. All of these deferred amounts constitute the "Deferred Compensation
Obligations"  under the Plan.  The amounts that are deferred in a  participant's
account  will be  credited  with  earnings  and  investment  gains and losses as
described below. The Deferred  Compensation  Obligations are denominated in U.S.
dollars  and  will be  payable  in cash in U.S.  dollars  on the  date or  dates
selected by each participant in accordance with the terms of the Plan or on such
other date or dates as specified in the Plan.

     The deferred  amounts  described  above  (including  the Cash Deferrals and
additional  deferrals for foregone matching  contributions and Retirement Income
Plan  benefits)  that are credited to a  participant's  account will be credited
with  earnings  and  investment  gains and losses by assuming  that the deferred
amounts  were  invested  in one  or  more  investment  options  selected  by the
participant in accordance  with the terms of the Plan.  The  investment  options
include various  investment options with different degrees of risk and a phantom
stock fund whose return  reflects the return on our common  stock.  Participants
may reallocate  amounts among the various  investment  options on a daily basis.
Participants  do not have a right to have  amounts  in their  accounts  actually
invested in the investment options available under the Plan.

     In connection with the Plan, we have created a non-qualified  grantor trust
(the "Trust"),  commonly known as a "Rabbi Trust." The Trust holds an investment
in  trust  owned  life  insurance,  which  may be used to pay a  portion  of the
benefits to Plan beneficiaries in the event of a change in control of Darden. We
do not  expect to fully  fund the

                                       2
<PAGE>

Trust  absent such a change in  control.  The assets of the Trust are subject to
the claims of our general  creditors.  As a result,  the  Deferred  Compensation
Obligations are unsecured  obligations of Darden to pay deferred compensation in
the  future  in  accordance  with the terms of the Plan and are  subject  to the
claims of general  creditors of Darden.  The Deferred  Compensation  Obligations
will rank equally with other unsecured  indebtedness of Darden from time to time
outstanding.

     Darden  reserves  the  right to amend the Plan  prospectively  at any time,
including the right to completely terminate the Plan.

     A participant's rights or the rights of any other person to receive payment
of Deferred Compensation  Obligations may not be anticipated,  alienated,  sold,
transferred, assigned, pledged or encumbered, except by a written designation of
a beneficiary under the Plan.

Item 5.  Interests of Named Experts and Counsel.

     Douglas E. Wentz,  who has given an opinion of counsel  with respect to the
securities  to which the  registration  statement  relates,  is an employee  and
officer (Senior  Associate  General Counsel and Assistant  Secretary) of Darden.
Mr. Wentz is a participant  in the Plan. As of May 5, 2003, Mr. Wentz held 1,173
shares of Darden common stock,  including  423 shares of restricted  stock,  and
options to purchase 24,500 shares of Darden common stock.

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
               registration statement on Form 10 effective May 5, 1995).

          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.)

                                       3
<PAGE>

               (incorporated  by reference to Exhibit 4(a) to our annual  report
               on Form 10-K for the fiscal year ended May 31, 1998).

          4.4  Indenture  dated as of January 1, 1996,  between Darden and Wells
               Fargo Bank Minnesota, National Association (formerly Norwest Bank
               Minnesota,  N.A.), as trustee  (incorporated  by reference to our
               current report on Form 8-K filed on February 9, 1996).

          4.5  Darden Restaurants,  Inc. FlexComp Plan, as amended (incorporated
               by reference  to Exhibit  10(f) in our  quarterly  report on Form
               10-Q for the quarter ended February 23, 2003).

          4.6  Darden  Restaurants,  Inc. Benefits Trust Agreement dated October
               3, 1995,  between us and Norwest Bank Minnesota,  N.A. (now Wells
               Fargo  Bank  Minnesota,   N.A.),  as  trustee   (incorporated  by
               reference to Exhibit  10(i) to our annual report on Form 10-K for
               the fiscal year ended May 25, 1997).

          5.1  Opinion of Counsel.

          23.1 Consent of Counsel (included in Exhibit 5.1).

          23.2 Consent of KPMG LLP.

          24.1 Power of Attorney.

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 (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  Securities  and  Exchange  Commission  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
Securities and Exchange  Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                                       4
<PAGE>


     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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 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.


                                       5
<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, duly
authorized, in the City of Orlando, State of Florida, as of the 6th day of May,
2003.


                            DARDEN RESTAURANTS, INC.



                            By:  /s/ Paula J. Shives
                               -----------------------------
                               Paula J. Shives,
                               Attorney-in-fact for:
                               Joe R. Lee
                               Chairman of the Board and Chief Executive Officer


     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 as of the 6th day of May, 2003.

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



/s/ Paula J. Shives
                               Chairman of the Board and Chief Executive Officer
-----------------------------  (principal executive officer)
Paula J. Shives,
Attorney-in-fact for:
Joe R. Lee

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



/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
       Julius Erving, II                        Director
       David H. Hughes                          Director
       Cornelius McGillicuddy, III              Director
       Richard E. Rivera                        Director
       Michael D. Rose                          Director
       Maria A. Sastre                          Director
       Jack A. Smith                            Director
       Blaine Sweatt, III                       Director
       Rita P. Wilson                           Director



                                       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
               registration statement on Form 10 effective May 5, 1995).

          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.) (incorporated
               by reference  to Exhibit  4(a) to our annual  report on Form 10-K
               for the fiscal year ended May 31, 1998).

          4.4  Indenture  dated as of January 1, 1996,  between Darden and Wells
               Fargo Bank Minnesota, National Association (formerly Norwest Bank
               Minnesota,  N.A.), as trustee  (incorporated  by reference to our
               current report on Form 8-K filed on February 9, 1996).

          4.5  Darden Restaurants,  Inc. FlexComp Plan, as amended (incorporated
               by reference  to Exhibit  10(f) to our  quarterly  report on Form
               10-Q for the quarter ended February 23, 2003).

          4.6  Darden  Restaurants,  Inc. Benefits Trust Agreement dated October
               3, 1995,  between us and Norwest Bank Minnesota,  N.A. (now Wells
               Fargo  Bank  Minnesota,   N.A.),  as  trustee   (incorporated  by
               reference to Exhibit  10(i) to our annual report on Form 10-K for
               the fiscal year ended May 25, 1997).

          5.1  Opinion of Counsel.

          23.1 Consent of Counsel (included in Exhibit 5.1).

          23.2 Consent of KPMG LLP.

          24.1 Power of Attorney.


                                       7
<PAGE>


                                                                     Exhibit 5.1

                               DARDEN RESTAURANTS
  ---------------------------------------------------------------------------
   Red Lobster(R)   The Olive Garden(R)   Bahama Breeze(R)   Smokey Bones(R)


Douglas E. Wentz
Senior Associate General Counsel


                                   May 6, 2003


Board of Directors
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida  32809


Ladies and Gentlemen:

     I am Senior  Associate  General  Counsel and Assistant  Secretary of Darden
Restaurants,  Inc., a Florida  corporation (the "Company"),  and I have acted as
counsel to the Company in connection with the Company's  registration  statement
on Form S-8 (the "Registration  Statement")  relating to the registration by the
Company of  $100,000,000  of deferred  compensation  obligations  (the "Deferred
Compensation  Obligations")  of Darden  Restaurants,  Inc.  ("Darden") under the
Darden Restaurants, Inc. FlexComp Plan (the "Plan").

     I have examined such documents and have reviewed such questions of law as I
have  considered  necessary and  appropriate for the purposes of my opinions set
forth below.

     In rendering my opinions set forth below,  I have examined  such  documents
and reviewed such questions of law as I have deemed relevant or necessary as the
basis for my opinions as set forth below.

     Based on the foregoing,  I am of the opinion that the Deferred Compensation
Obligations  have been duly  authorized and, when created in accordance with the
terms  of the  Plan,  will be  valid  and  binding  obligations  of the  Company
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, or other laws of general application relating
to or affecting  enforcement of creditors'  remedies or by general principles of
equity.

     My  opinions  expressed  above  are  limited  to the  laws of the  State of
Florida.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.

                                                   Very truly yours,

                                                   /s/ Douglas E. Wentz

                                                   Douglas E. Wentz


   5900 Lake Ellenor Drive - P.O. Box 593330 - Orlando, Florida 32859-3330 -
                      (407) 245-5811 - Fax: (407) 245-4844

                            E-mail: dwentz@darden.com

                                       8
<PAGE>



                                                                    Exhibit 23.2

KPMG
111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802


                          Independent Auditors' Consent


The Board of Directors
Darden Restaurants, Inc.:


We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Darden  Restaurants,  Inc. of our report dated June 18,  2002,  with
respect to the  consolidated  balance  sheets of Darden  Restaurants,  Inc.  and
subsidiaries as of May 26, 2002, and May 27, 2001, and the related  consolidated
statements of earnings, changes in stockholders' equity, and cash flows for each
of the years in the three-year  period ended May 26, 2002,  which report appears
in the May 26, 2002, annual report on Form 10-K of Darden Restaurants, Inc.

/s/ KPMG LLP

Orlando, FL
May 2, 2003



                                       9
<PAGE>


                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that each person whose signature appears below
constitutes and appoints Joe R. Lee, Clarence Otis, Jr. and Paula J. Shives, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution,  for and in his or her name, place and
stead, in any and all capacities,  to sign a Registration  Statement on Form S-8
of Darden Restaurants,  Inc. and any or all amendments (including post-effective
amendments) thereto, relating to the Darden Restaurants, Inc. FlexComp Plan, and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all intents and purposes as might or could
be  done  in   person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  of
substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on this 26th day
of July, 2002, by the following persons.



       /s/ Leonard L. Berry                               /s/ Richard E. Rivera
       ------------------------------------               ---------------------
       Leonard L. Berry                                   Richard E. Rivera



       /s/ Odie C. Donald                                 /s/ Michael D. Rose
       ------------------------------------               -------------------
       Odie C. Donald                                     Michael D. Rose



       /s/Julius Erving, II                               /s/ Maria A. Sastre
       ------------------------------------               -------------------
       Julius Erving, II                                  Maria A. Sastre




       /s/David H. Hughes                                 /s/ Jack A. Smith
       ------------------------------------               -----------------
       David H. Hughes                                    Jack A. Smith


       /s/ Joe R. Lee                                     /s/ Blaine Sweatt, III
       ------------------------------------               ----------------------
       Joe R. Lee                                         Blaine Sweatt, III



       /s/ Cornelius McGillicuddy, III                    /s/ Rita P. Wilson
       ------------------------------------               ------------------
       Cornelius McGillicuddy, III                        Rita P. Wilson







                                       10
[{"type": "S-8", "sequence": "1", "filename": "s-8flexcomp_plan.txt", "description": "S-8 FLEXCOMP PLAN", "secsgml_size_bytes": 27825}]
{"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": "333-105056", "film-number": "03686236"}, "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 May 7, 2003
                                            Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT Under The
                             Securities Act of 1933

                            DARDEN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

          Florida                                           59-3305930
 (State or other jurisdiction                           (I.R.S. employer
of incorporation or organization)                      identification no.)

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

                     Darden Restaurants, Inc. FlexComp Plan
                            (Full title of the plan)

                              Paula J. Shives, Esq.
                             Senior Vice President,
                          General Counsel and Secretary
                            Darden Restaurants, Inc.
                             5900 Lake Ellenor Drive
                             Orlando, Florida 32809
                                 (407) 245-4000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                     Proposed              Proposed maximum
   Title of securities      Amount to be      maximum offering price           aggregate             Amount of
     to be registered        registered           per obligation            offering price        registration fee
  ------------------------------------------------------------------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------
Deferred Compensation
      Obligations(1)        $100,000,000               100%                  $100,000,000              $8,090
  ------------------------------------------------------------------------------------------------------------------
(1)  The Deferred  Compensation  Obligations are unsecured obligations of Darden
     Restaurants,  Inc. to pay deferred compensation in the future in accordance
     with the terms of the Darden Restaurants, Inc. FlexComp Plan.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that we have filed with the Securities and Exchange
Commission are incorporated by reference in this registration  statement,  as of
their respective dates:

     (a)  our annual report on Form 10-K for the fiscal year ended May 26, 2002;

     (b)  our current  reports on Form10-Q for the fiscal  quarters ended August
          25, 2002, November 24, 2002 and February 23, 2003;

     (c)  our current  reports on Form 8-K dated June 20,  2002,  September  18,
          2002, October 29, 2002, December 17, 2002, December 19, 2002, February
          18, 2003, March 20, 2003 and April 29, 2003; and

     (d)  the  description  of our common  stock and  preferred  stock  purchase
          rights contained in any  registration  statement or report filed by us
          under the Securities Act of 1933, as amended (the  "Securities  Act"),
          or  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.

     The securities  offered hereby are Deferred  Compensation  Obligations  (as
defined below) of Darden Restaurants,  Inc., which are being offered to eligible
employees  of  Darden  and  our   participating   affiliates  under  the  Darden
Restaurants,  Inc. FlexComp Plan (the "Plan").  The Plan permits participants to
defer, in accordance with the terms of the Plan, a portion of the  participant's
base  salary  and  all  or  a  portion  of  the  participant's   cash  incentive
compensation  (each,  a "Cash  Deferral").  The  amount  of  compensation  to be
deferred by each  participant  will be based on  elections  by each  participant
under the terms of the Plan. The Plan also permits participants to defer certain
additional   amounts   specified  in  the  Plan  related  to  foregone  matching
contributions  under the Darden  Savings Plan and benefits  under our Retirement
Income Plan. All of these deferred amounts constitute the "Deferred Compensation
Obligations"  under the Plan.  The amounts that are deferred in a  participant's
account  will be  credited  with  earnings  and  investment  gains and losses as
described below. The Deferred  Compensation  Obligations are denominated in U.S.
dollars  and  will be  payable  in cash in U.S.  dollars  on the  date or  dates
selected by each participant in accordance with the terms of the Plan or on such
other date or dates as specified in the Plan.

     The deferred  amounts  described  above  (including  the Cash Deferrals and
additional  deferrals for foregone matching  contributions and Retirement Income
Plan  benefits)  that are credited to a  participant's  account will be credited
with  earnings  and  investment  gains and losses by assuming  that the deferred
amounts  were  invested  in one  or  more  investment  options  selected  by the
participant in accordance  with the terms of the Plan.  The  investment  options
include various  investment options with different degrees of risk and a phantom
stock fund whose return  reflects the return on our common  stock.  Participants
may reallocate  amounts among the various  investment  options on a daily basis.
Participants  do not have a right to have  amounts  in their  accounts  actually
invested in the investment options available under the Plan.

     In connection with the Plan, we have created a non-qualified  grantor trust
(the "Trust"),  commonly known as a "Rabbi Trust." The Trust holds an investment
in  trust  owned  life  insurance,  which  may be used to pay a  portion  of the
benefits to Plan beneficiaries in the event of a change in control of Darden. We
do not  expect to fully  fund the

                                       2
Trust  absent such a change in  control.  The assets of the Trust are subject to
the claims of our general  creditors.  As a result,  the  Deferred  Compensation
Obligations are unsecured  obligations of Darden to pay deferred compensation in
the  future  in  accordance  with the terms of the Plan and are  subject  to the
claims of general  creditors of Darden.  The Deferred  Compensation  Obligations
will rank equally with other unsecured  indebtedness of Darden from time to time
outstanding.

     Darden  reserves  the  right to amend the Plan  prospectively  at any time,
including the right to completely terminate the Plan.

     A participant's rights or the rights of any other person to receive payment
of Deferred Compensation  Obligations may not be anticipated,  alienated,  sold,
transferred, assigned, pledged or encumbered, except by a written designation of
a beneficiary under the Plan.

Item 5.  Interests of Named Experts and Counsel.

     Douglas E. Wentz,  who has given an opinion of counsel  with respect to the
securities  to which the  registration  statement  relates,  is an employee  and
officer (Senior  Associate  General Counsel and Assistant  Secretary) of Darden.
Mr. Wentz is a participant  in the Plan. As of May 5, 2003, Mr. Wentz held 1,173
shares of Darden common stock,  including  423 shares of restricted  stock,  and
options to purchase 24,500 shares of Darden common stock.

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
               registration statement on Form 10 effective May 5, 1995).

          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.)

                                       3
(incorporated  by reference to Exhibit 4(a) to our annual  report
               on Form 10-K for the fiscal year ended May 31, 1998).

          4.4  Indenture  dated as of January 1, 1996,  between Darden and Wells
               Fargo Bank Minnesota, National Association (formerly Norwest Bank
               Minnesota,  N.A.), as trustee  (incorporated  by reference to our
               current report on Form 8-K filed on February 9, 1996).

          4.5  Darden Restaurants,  Inc. FlexComp Plan, as amended (incorporated
               by reference  to Exhibit  10(f) in our  quarterly  report on Form
               10-Q for the quarter ended February 23, 2003).

          4.6  Darden  Restaurants,  Inc. Benefits Trust Agreement dated October
               3, 1995,  between us and Norwest Bank Minnesota,  N.A. (now Wells
               Fargo  Bank  Minnesota,   N.A.),  as  trustee   (incorporated  by
               reference to Exhibit  10(i) to our annual report on Form 10-K for
               the fiscal year ended May 25, 1997).

          5.1  Opinion of Counsel.

          23.1 Consent of Counsel (included in Exhibit 5.1).

          23.2 Consent of KPMG LLP.

          24.1 Power of Attorney.

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 (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  Securities  and  Exchange  Commission  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
Securities and Exchange  Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                                       4
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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 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.

                                       5
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, duly
authorized, in the City of Orlando, State of Florida, as of the 6th day of May,
2003.

                            DARDEN RESTAURANTS, INC.

                            By:  /s/ Paula J. Shives
                               -----------------------------
                               Paula J. Shives,
                               Attorney-in-fact for:
                               Joe R. Lee
                               Chairman of the Board and Chief Executive Officer

     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 as of the 6th day of May, 2003.

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

/s/ Paula J. Shives
                               Chairman of the Board and Chief Executive Officer
-----------------------------  (principal executive officer)
Paula J. Shives,
Attorney-in-fact for:
Joe R. Lee

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

/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
       Julius Erving, II                        Director
       David H. Hughes                          Director
       Cornelius McGillicuddy, III              Director
       Richard E. Rivera                        Director
       Michael D. Rose                          Director
       Maria A. Sastre                          Director
       Jack A. Smith                            Director
       Blaine Sweatt, III                       Director
       Rita P. Wilson                           Director

                                       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
               registration statement on Form 10 effective May 5, 1995).

          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.) (incorporated
               by reference  to Exhibit  4(a) to our annual  report on Form 10-K
               for the fiscal year ended May 31, 1998).

          4.4  Indenture  dated as of January 1, 1996,  between Darden and Wells
               Fargo Bank Minnesota, National Association (formerly Norwest Bank
               Minnesota,  N.A.), as trustee  (incorporated  by reference to our
               current report on Form 8-K filed on February 9, 1996).

          4.5  Darden Restaurants,  Inc. FlexComp Plan, as amended (incorporated
               by reference  to Exhibit  10(f) to our  quarterly  report on Form
               10-Q for the quarter ended February 23, 2003).

          4.6  Darden  Restaurants,  Inc. Benefits Trust Agreement dated October
               3, 1995,  between us and Norwest Bank Minnesota,  N.A. (now Wells
               Fargo  Bank  Minnesota,   N.A.),  as  trustee   (incorporated  by
               reference to Exhibit  10(i) to our annual report on Form 10-K for
               the fiscal year ended May 25, 1997).

          5.1  Opinion of Counsel.

          23.1 Consent of Counsel (included in Exhibit 5.1).

          23.2 Consent of KPMG LLP.

          24.1 Power of Attorney.

                                       7
Exhibit 5.1

                               DARDEN RESTAURANTS
  ---------------------------------------------------------------------------
   Red Lobster(R)   The Olive Garden(R)   Bahama Breeze(R)   Smokey Bones(R)

Douglas E. Wentz
Senior Associate General Counsel

                                   May 6, 2003

Board of Directors
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida  32809

Ladies and Gentlemen:

     I am Senior  Associate  General  Counsel and Assistant  Secretary of Darden
Restaurants,  Inc., a Florida  corporation (the "Company"),  and I have acted as
counsel to the Company in connection with the Company's  registration  statement
on Form S-8 (the "Registration  Statement")  relating to the registration by the
Company of  $100,000,000  of deferred  compensation  obligations  (the "Deferred
Compensation  Obligations")  of Darden  Restaurants,  Inc.  ("Darden") under the
Darden Restaurants, Inc. FlexComp Plan (the "Plan").

     I have examined such documents and have reviewed such questions of law as I
have  considered  necessary and  appropriate for the purposes of my opinions set
forth below.

     In rendering my opinions set forth below,  I have examined  such  documents
and reviewed such questions of law as I have deemed relevant or necessary as the
basis for my opinions as set forth below.

     Based on the foregoing,  I am of the opinion that the Deferred Compensation
Obligations  have been duly  authorized and, when created in accordance with the
terms  of the  Plan,  will be  valid  and  binding  obligations  of the  Company
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, or other laws of general application relating
to or affecting  enforcement of creditors'  remedies or by general principles of
equity.

     My  opinions  expressed  above  are  limited  to the  laws of the  State of
Florida.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.

                                                   Very truly yours,

                                                   /s/ Douglas E. Wentz

                                                   Douglas E. Wentz

   5900 Lake Ellenor Drive - P.O. Box 593330 - Orlando, Florida 32859-3330 -
                      (407) 245-5811 - Fax: (407) 245-4844

                            E-mail: dwentz@darden.com

                                       8
Exhibit 23.2

KPMG
111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802

                          Independent Auditors' Consent

The Board of Directors
Darden Restaurants, Inc.:

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Darden  Restaurants,  Inc. of our report dated June 18,  2002,  with
respect to the  consolidated  balance  sheets of Darden  Restaurants,  Inc.  and
subsidiaries as of May 26, 2002, and May 27, 2001, and the related  consolidated
statements of earnings, changes in stockholders' equity, and cash flows for each
of the years in the three-year  period ended May 26, 2002,  which report appears
in the May 26, 2002, annual report on Form 10-K of Darden Restaurants, Inc.

/s/ KPMG LLP

Orlando, FL
May 2, 2003

                                       9
Exhibit 24.1

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that each person whose signature appears below
constitutes and appoints Joe R. Lee, Clarence Otis, Jr. and Paula J. Shives, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution,  for and in his or her name, place and
stead, in any and all capacities,  to sign a Registration  Statement on Form S-8
of Darden Restaurants,  Inc. and any or all amendments (including post-effective
amendments) thereto, relating to the Darden Restaurants, Inc. FlexComp Plan, and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all intents and purposes as might or could
be  done  in   person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  of
substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on this 26th day
of July, 2002, by the following persons.

       /s/ Leonard L. Berry                               /s/ Richard E. Rivera
       ------------------------------------               ---------------------
       Leonard L. Berry                                   Richard E. Rivera

       /s/ Odie C. Donald                                 /s/ Michael D. Rose
       ------------------------------------               -------------------
       Odie C. Donald                                     Michael D. Rose

       /s/Julius Erving, II                               /s/ Maria A. Sastre
       ------------------------------------               -------------------
       Julius Erving, II                                  Maria A. Sastre

       /s/David H. Hughes                                 /s/ Jack A. Smith
       ------------------------------------               -----------------
       David H. Hughes                                    Jack A. Smith

       /s/ Joe R. Lee                                     /s/ Blaine Sweatt, III
       ------------------------------------               ----------------------
       Joe R. Lee                                         Blaine Sweatt, III

       /s/ Cornelius McGillicuddy, III                    /s/ Rita P. Wilson
       ------------------------------------               ------------------
       Cornelius McGillicuddy, III                        Rita P. Wilson

                                       10