As filed with the Securities and Exchange Commission on September 24, 2003.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                               September 24, 2003


                            Darden Restaurants, Inc.
             (Exact name of registrant as specified in its charter)


          Florida                        1-13666                 59-3305930
(State or other jurisdiction     (Commission file number)       (IRS employer
    of incorporation)                                        identification No.)



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



               Registrant's telephone number, including area code:
                                 (407) 245-4000



                                 Not Applicable
          (Former name or former address, if changed since last report)






Item 5.           Other Events.
                  ------------

                  On September 24, 2003, the Company issued a news release
                  entitled "Darden Restaurants Reports First Quarter Earnings
                  Per Diluted Share of 40 Cents," a copy of which is being filed
                  herewith as Exhibit 99.




Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits.

                      Exhibit Number
                      (by reference to
                      Item 601 of
                      Regulation S-K)    Description

                           99            Press Release dated September 24, 2003
                                         entitled "Darden Restaurants Reports
                                         First Quarter Earnings Per Diluted
                                         Share of 40 Cents."

























                                        2








                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



Dated:  September 24, 2003                  DARDEN RESTAURANTS, INC.



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
























                                        3





                                INDEX TO EXHIBITS


Exhibit Number           Description of Exhibit


         99              Press Release dated September 24, 2003, entitled
                         "Darden Restaurants Reports First Quarter Earnings Per
                         Diluted Share of 40 Cents."

























                                        4





                                                                      EXHIBIT 99

DARDEN RESTAURANTS
Red Lobster(R)Olive Garden(R)Bahama Breeze(R)Smokey Bones(R)
         www.darden.com

                                                             NEWS/INFORMATION
                                                             Corporate Relations
                                                             P.O. Box 593330
                                                             Orlando, FL  32859

                                        Contacts:
                                        (Analysts) Matthew Stroud (407) 245-6458
                                        (Media) Jim DeSimone (407) 245-4567

FOR RELEASE
September 24, 2003
4:30 PM EDT


                    DARDEN RESTAURANTS REPORTS FIRST QUARTER
                     EARNINGS PER DILUTED SHARE OF 40 CENTS

ORLANDO,  FL, September 24 - Darden  Restaurants,  Inc. today reported quarterly
sales of $1.26 billion for the first quarter ended August 24, 2003, and earnings
per diluted share of 40 cents.

"This was a challenging quarter for Darden," said Joe Lee, Darden's Chairman and
Chief Executive Officer. "As we previously  indicated,  we did not expect growth
in diluted earnings per share this quarter. Outstanding financial performance at
Olive Garden,  including solid same-restaurant sales growth despite strong sales
comparisons from the prior year,  contributed  greatly to our reported earnings.
However,  crab cost  increases and other  developments  at Red Lobster worked to
offset  some of this  benefit.  Looking  ahead  to the  second  quarter,  we had
expected to report modest  same-restaurant  sales and earnings growth.  However,
due to sales trends below our expectations at some of our businesses thus far in
fiscal September,  we now believe that second quarter diluted earnings per share
will fall short of prior year's  results.  We expect the second quarter  diluted
earnings  per  share to be in the  range of 15 to 18  cents.  We  reiterate  our
expectations  for  diluted  earnings  per share  growth of 8% to 12% this fiscal
year."

Also,  Darden  announced  that Dick Rivera,  its President  and Chief  Operating
Officer,  has assumed additional  responsibility as the President of Red Lobster
effective  immediately.  "Dick is a proven  leader  with  great  talent  and has
committed  himself to putting  Red Lobster  back on the path to strong,  healthy
financial growth," said Lee.

Edna Morris, formerly President of Red Lobster, is leaving the Company to pursue
new career  opportunities.  "We appreciate her many  contributions to Darden and
value her working with Dick to transition  responsibilities smoothly," said Lee.
"We wish her the very best."

Highlights for the quarter ended August 24, 2003, include the following:

o    Earnings after tax in the first quarter were $68.6 million, or 40 cents per
     diluted  share,  on sales of $1.26 billion.  Last year,  earnings after tax
     were  $71.9  million,  or 40 cents  per  diluted  share,  on sales of $1.17
     billion.

                                     -MORE-


                                      -2-


o    Total sales of $1.26 billion represent a 7.2% increase over prior year, and
     establish a new quarterly record for Darden.

o    Olive Garden reported its 36th consecutive quarter of same-restaurant sales
     growth with a 3.9% increase.

o    Red Lobster reported its 23rd consecutive quarter of same-restaurant  sales
     growth with a 1.1% increase.

o    Same-restaurant  sales for Olive  Garden  and Red  Lobster  would have been
     approximately 0.5% higher but were adversely affected by two factors - this
     year's  shift of the  Independence  Day  holiday  from  Thursday in 2002 to
     Friday in 2003 and the power outage that  impacted  several  states  during
     August.

o    The Company continued its share repurchases  buying back 1.4 million shares
     of its common stock in the quarter.

Operating Highlights

OLIVE GARDEN'S first quarter sales of $547.4 million were 9.8% above prior year,
driven by revenue from 31 net new restaurants in operation  versus last year and
a same-restaurant  sales increase of 3.9%. This is the 36th consecutive  quarter
of  comparable-restaurant  sales  growth  for Olive  Garden and builds on a 4.8%
increase in the first quarter last year. The company's increased sales, combined
with lower food and beverage  expense and restaurant labor costs as a percent of
sales,  more than offset  increased  restaurant  expenses as a percent of sales,
resulting  in  a  record   quarterly   profit  that  also  represents  a  strong
double-digit  operating  profit  increase over last year.  This quarter's  total
sales,  operating profit and return-on-sales were the highest for any quarter in
the company's 20-year history.

"It was a tremendous  quarter for Olive Garden," said Drew Madsen,  President of
Olive Garden.  "We are extremely  pleased with our  performance,  especially the
positive  guest  traffic  we  achieved  this  quarter.  We  launched a new menu,
promoted  two new ravioli  entrees  that were very  popular  with our guests and
introduced some powerful new  advertising.  Additionally,  our team continues to
deliver a great  experience  that  delights  our guests  with a genuine  Italian
dining experience and also differentiates us from our competitors."

RED LOBSTER'S  first quarter sales of $633.9 million were 2.5% above prior year,
driven by revenue from 7 net new restaurants in operation versus last year and a
same-restaurant  sales increase of 1.1%. This is the 23rd consecutive quarter of
comparable-restaurant sales growth for Red Lobster and builds on a 6.6% increase
in the first quarter last year. Red Lobster's total sales,  however,  were lower
than   expected.   Despite   lower  labor  costs  and  selling,   general,   and
administrative expenses as a percent of sales, Red Lobster experienced increased
food and beverage costs,  restaurant expenses,  and depreciation as a percent of
sales. This led to a decline in operating profit versus last year.



                                     -MORE-


                                       -3-


"This was a  disappointing  quarter for Red Lobster,"  said Dick Rivera.  "While
guests responded to the 'World of Crab' promotion  featuring  several  different
crab entrees,  sales and operating profit did not reach anticipated levels. And,
much of the  reported  sales  increase  was related to pricing on crab  entrees,
which reflected the higher  year-over-year  cost of crab. Despite these results,
Red  Lobster  remains a strong  brand with  great  consumer  loyalty.  We have a
dedicated  and capable  crew that is intent on  improving  the guest  experience
while  delivering  solid sales and operating profit growth. I am looking forward
to working closely with the entire Red Lobster crew."

BAHAMA BREEZE opened two restaurants since the end of the first quarter,  one in
Cherry  Hill,  NJ and the other in  Towson,  MD,  bringing  the total  number in
operation to 36  restaurants.  Two more  openings are  scheduled for this fiscal
year.

SMOKEY BONES opened five restaurants during the first quarter. In addition,  the
company has opened four more restaurants since the end of the quarter,  bringing
the total number in operation to 48 restaurants.  During this fiscal year, 25 to
30 restaurants are expected to open.

Other Actions

Darden continued the buyback of its common stock,  purchasing 1.4 million shares
in the first quarter.  Since commencing its share  repurchases in December 1995,
the Company has repurchased a total of 99.9 million shares under  authorizations
totaling 115.4 million shares.

The Board of Directors also declared a cash dividend of 4 cents per share on the
Company's  outstanding common stock. The dividend is payable on November 1, 2003
to shareholders of record at the close of business on October 10, 2003. Based on
this 4-cent semi-annual  dividend  declaration,  the Company's  indicated annual
dividend is 8 cents per share.

August 2003 Same-Restaurant Sales Results

Darden  reported  same-restaurant  sales for the  four-week  August fiscal month
ended  August 24,  2003.  This period is the last month of Darden's  fiscal 2004
first quarter.

Same-restaurant sales at Red Lobster were up 11% to 12% for fiscal August, which
reflected a 2% to 3% increase in guest  counts and an 8% to 9% increase in check
average.  The check  average  increase  was a result of a 1% to 2%  increase  in
pricing and a 6% to 7% increase  from menu mix changes.  Last year,  Red Lobster
had a 4% to 5% increase in same-restaurant sales during fiscal August.

Same-restaurant  sales at  Olive  Garden  were up  approximately  6% for  fiscal
August,  which  reflected  a 3% to 4%  increase  in guest  counts and a 2% to 3%
increase in check average. The check average increase was a result of a 2% to 3%
increase in pricing and a 0% to 1% increase  from menu mix  changes.  Last year,
Olive  Garden had a 3% to 4% increase in  same-restaurant  sales  during  fiscal
August.

The Company  estimates  that the power outage in several  states  during  fiscal
August  adversely  affected  August  same-restaurant  sales  results at both Red
Lobster and Olive Garden by approximately 0.4%.


                                     -MORE-


                                       -4-


Darden Restaurants,  Inc.,  headquartered in Orlando, FL, owns and operates over
1,280 Red Lobster,  Olive  Garden,  Bahama  Breeze,  Smokey Bones and Seasons 52
restaurants with annual sales of $4.7 billion.


Forward-looking statements in this news release, if any, are made under the Safe
Harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Certain  important  factors could cause results to differ  materially from those
anticipated by the forward-looking statements,  including the impact of changing
economic or business conditions, the impact of competition,  the availability of
favorable  credit  and  trade  terms,  the  impact  of  changes  in the  cost or
availability of food and real estate, government regulation, construction costs,
weather  conditions  and other  factors  discussed  from time to time in reports
filed by the Company with the Securities and Exchange Commission.




                            DARDEN RESTAURANTS, INC.
                              NUMBER OF RESTAURANTS

        08/24/03                                                        08/25/02
        --------                                                        --------
             645               Red Lobster USA                               638
              31               Red Lobster Canada                             31
          ------               ------------------                         ------
             676               Total Red Lobster                             669

             521               Olive Garden USA                              490
               6               Olive Garden Canada                             6
         -------               -------------------                       -------
             527               Total Olive Garden                            496

              34               Bahama Breeze                                  30

              44               Smokey Bones BBQ                               21

               1               Seasons 52                                      0
         -------                                                         -------

           1,282               Total Restaurants                           1,216


                                     -MORE-


                                      -5-




                            DARDEN RESTAURANTS, INC.
                   FIRST QUARTER FY 2004 FINANCIAL HIGHLIGHTS
                      (In Millions, Except per Share Data)
                                   (Unaudited)


                                                      13 Weeks Ended
                                                  08/24/2003    08/25/2002
                                                  ----------    ----------

Sales                                              $1,259.7      $1,174.6

Net earnings                                          $68.6         $71.9

Net earnings per share:
  Basic                                               $0.42         $0.42
  Diluted                                             $0.40         $0.40

Average number of common shares outstanding:
   Basic                                              164.7         171.6
   Diluted                                            170.5         180.0


                                     -MORE-


                                      -6-





                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In Thousands, Except per Share Data)
                                   (Unaudited)

                                                           13 Weeks Ended
                                                       08/24/2003    08/25/2002
                                                       ----------    ----------
Sales                                                  $1,259,689    $1,174,565
Costs and expenses:
  Cost of sales:
     Food and beverage                                    396,713       365,236
     Restaurant labor                                     392,335       369,362
     Restaurant expenses                                  190,822       169,504
       Total cost of sales (1)                            979,870       904,102
  Selling, general and administrative                     113,641       106,064
  Depreciation and amortization                            51,553        45,141
  Interest, net                                            10,641        10,253
           Total costs and expenses                     1,155,705     1,065,560
Earnings before income taxes                              103,984       109,005
Income taxes                                              -35,390       -37,119
Net earnings                                              $68,594       $71,886

Net earnings per share:
  Basic                                                     $0.42         $0.42
  Diluted                                                   $0.40         $0.40

Average number of common shares outstanding:
Basic                                                     164,700       171,600
Diluted                                                   170,500       180,000


(1) Excludes restaurant depreciation and
amortization as follows:                                  $48,082       $41,823

                                     -MORE-


                                      -7-




                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)

                                                   08/24/2003         05/25/2003
                                                   ----------         ----------
ASSETS
Current assets:
   Cash and cash equivalents                        $96,522             $48,630
   Receivables                                       41,737              29,023
   Inventories                                      173,735             173,644
   Prepaid expenses and other current assets         32,658              25,126
   Deferred income taxes                             51,194              49,206
       Total current assets                        $395,846            $325,629
Land, buildings and equipment                     2,191,119           2,157,132
Other assets                                        181,929             181,872
       Total assets                              $2,768,894          $2,664,633

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                $195,989            $175,991
   Accrued payroll                                   81,122              85,975
   Accrued income taxes                              81,652              67,975
   Other accrued taxes                               37,860              35,069
   Unearned revenues                                 66,687              72,698
   Other current liabilities                        218,917             202,201
       Total current liabilities                   $682,227            $639,909
Long-term debt                                      656,874             658,086
Deferred income taxes                               155,832             150,537
Other liabilities                                    20,304              19,910
       Total liabilities                         $1,515,237          $1,468,442

Stockholders' equity:
   Common stock and surplus                      $1,547,582          $1,525,957
   Retained earnings                              1,048,037             979,443
   Treasury stock                                -1,280,767          -1,254,293
   Accumulated other comprehensive income           -11,638             -10,489
   Unearned compensation                            -48,281             -42,848
   Officer notes receivable                          -1,276              -1,579
       Total stockholders' equity                $1,253,657          $1,196,191
       Total liabilities and
         stockholders' equity                    $2,768,894          $2,664,633


                                     -END-