As filed with the Securities and Exchange Commission on February 25, 2004.


                       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):
                                February 25, 2004


                            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 February 25, 2004, the Company issued a news release
                  entitled "Darden Restaurants Expects Third Quarter Diluted
                  Earnings Per Share In Range Of 45 To 46 Cents," a copy of
                  which is being filed herewith as Exhibit 99.










                                        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:  February 25, 2004                 DARDEN RESTAURANTS, INC.



                                          By:
                                             -----------------------------------
                                             Linda J. Dimopoulos
                                             Senior Vice President
                                             Chief Financial Officer
























                                        3






                                INDEX TO EXHIBITS


Exhibit Number     Description of Exhibit


    99             Press Release dated February 25, 2004, entitled "Darden
                   Restaurants Expects Third Quarter Diluted Earnings Per Share
                   In Range Of 45 To 46 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
February 25, 2004
4:30 PM ET
                    DARDEN RESTAURANTS EXPECTS THIRD QUARTER
              DILUTED EARNINGS PER SHARE IN RANGE OF 45 TO 46 CENTS

     ORLANDO, FL - Darden Restaurants,  Inc., (NYSE: DRI) today reported that it
expected third quarter diluted earnings per share to be in the range of 45 to 46
cents.  The Company's  stronger than expected sales and  profitability in fiscal
January and  February  led to the  increase in  estimated  diluted  earnings per
share. As a result of the foregoing,  the Company now estimates diluted earnings
per share growth to be in the range of 12% to 15% for fiscal 2004.

     Same-restaurant sales at Olive Garden were up 4% to 5% for fiscal February,
which  reflected a 3% to 4% increase in check average and a 0% to 1% increase in
guest counts.  The check average increase was a result of a 2% to 3% increase in
pricing and a 1% increase from menu mix changes.  Last year,  Olive Garden had a
1% increase in same-restaurant sales.

     Same-restaurant  sales at Red Lobster were up 0% to 1% for fiscal February,
which  reflected a 3% to 4% increase in check average and a 3% decrease in guest
counts. The check average increase was a result of an approximate 1% increase in
pricing and a 2% to 3% increase  from menu mix changes.  Last year,  Red Lobster
had a 2% to 3% decrease in same-restaurant sales.

     February's sales results at both Olive Garden and Red Lobster  benefited by
approximately 1% as a result of the net impact of favorable weather  comparisons
to last year,  partially  offset by the  negative  impact of Super  Bowl  Sunday
falling in fiscal February this year as opposed to fiscal January last year.

     Darden will release its fiscal 2004 third  quarter  earnings on  Wednesday,
March 17, 2004,  after the market close. The Company will hold a conference call
the  following  morning  at 8:30 a.m.  ET to  discuss  these  results in greater
detail.  The conference call will be broadcast live over the internet and can be
accessed by logging into the Company's website at www.darden.com.

     Darden Restaurants,  Inc.,  headquartered in Orlando, FL, owns and operates
over 1,300 Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones and Seasons 52
restaurants with annual sales of over $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.


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