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                                  UNITED STATES
                       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: December 15, 2004
                        (Date of earliest event reported)


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

                         Commission File Number: 1-13666


        Florida                                               59-3305930 
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

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

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

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


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

     Darden  Restaurants,  Inc.  (the  "Company")  issued a news  release  dated
December 16, 2004,  entitled "Darden  Restaurants Reports Second Quarter Diluted
Net  Earnings Per Share of 26 Cents;  Increases  Outlook for Fiscal 2005 Diluted
Net  Earnings  Per  Share  Growth;  Reports  Restatement,"  a copy of  which  is
furnished herewith as Exhibit 99 to this Current Report on Form 8-K.

     The  information  under this Item 2.02 in this Current  Report on Form 8-K,
including Exhibit 99 hereto, shall not be deemed "filed" for purposes of Section
18 of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or
otherwise  subject to the  liabilities of that section.  The information in this
Current Report on Form 8-K shall not be deemed to be  incorporated  by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.

Item 4.02  Non-Reliance on Previously  Issued Financial  Statements or a Related
           Audit Report or Completed Interim Review.

     (a) Following a review of its accounting  policy and in  consultation  with
its independent  registered  public  accounting  firm, KPMG LLP, the Company has
determined that it had incorrectly calculated its straight-line rent expense and
related deferred rent liability and has modified its computation to correct this
issue.  As a result,  on December 15,  2004,  the  Company's  Board of Directors
concluded that the Company's  previously  filed financial  statements for fiscal
years 1996 through 2004 and the first quarter of fiscal 2005 should be restated.
Historically,  when accounting for leases with renewal options,  the Company has
recorded rent expense on a straight-line  basis over the initial  non-cancelable
lease  term,  with the term  commencing  when actual rent  payments  began.  The
Company depreciated its buildings,  leasehold  improvements and other long-lived
assets  on  those  properties  over a period  that  included  both  the  initial
non-cancelable  term of the lease and all  option  periods  provided  for in the
lease (or the useful life of the assets if  shorter).  The Company  will restate
its financial statements to recognize rent expense on a straight-line basis over
the entire lease term,  including  cancelable  option  periods  where failure to
exercise such options would result in an economic  penalty.  The lease term will
commence on the date when the Company  becomes  legally  obligated  for the rent
payments.

     The Company estimates that the cumulative effect of the restatement through
fiscal 2004 will be an increase in the deferred rent liability of  approximately
$120 million.  In addition,  the deferred  income tax liability as of the end of
fiscal 2004 will decrease by approximately  $46 million.  As a result,  retained
earnings at the end of fiscal 2004 will decrease by  approximately  $74 million.
Rent  expense  for fiscal  years  ended  2002,  2003 and 2004 will  increase  by
approximately $8 million, $10 million and $7 million,  respectively, and for the
first quarter of fiscal 2005 by approximately $1.8 million. The restatement will
decrease diluted net earnings per share by approximately  $0.03, $0.04 and $0.03
for fiscal  years ended 2002,  2003 and 2004,  respectively,  and  approximately
$0.007 for the first quarter of fiscal 2005. The  restatement  will not have any
impact on the Company's previously reported cash flows, sales or same-restaurant
sales or compliance  with any covenant  under its credit  facility or other debt
instruments.

                                       2


     These  estimates  are  subject  to  change  as  the  Company's  independent
registered  public  accounting firm completes its review.  The Company will file
with the Securities and Exchange  Commission  (SEC) an amended Form 10-K for the
fiscal year ended May 30, 2004,  and an amended Form 10-Q for the fiscal quarter
ended  August  24,  2004,  to  report  these  restatements.  As a result  of the
restatement,  the financial  statements contained in the Company's prior filings
with the SEC should no longer be relied upon.

     The  Company's  Audit  Committee  discussed  the matters  disclosed in this
Current  Report on Form 8-K  pursuant to this Item  4.02(a)  with the  Company's
independent registered public accounting firm, KPMG LLP.

Item 9.01         Financial Statements and Exhibits.

(c) Exhibits.

    The following exhibit is being furnished with this Current Report:

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

     99                   Press  Release  dated  December 16, 2004,  entitled  
                          "Darden Restaurants Reports Second Quarter Diluted Net
                          Earnings Per Share of 26 Cents; Increases Outlook for 
                          Fiscal 2005 Diluted Net Earnings Per Share Growth; 
                          Reports Restatement."


                                       3




                                    SIGNATURE

     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.


                                               DARDEN RESTAURANTS, INC.




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




Date:  December 16, 2004




                                       4






                                  EXHIBIT INDEX


Exhibit Number           Description of Exhibit

         99              Press Release dated December 16, 2004, entitled
                         "Darden Restaurants Reports Second Quarter Diluted
                         Net Earnings Per Share of 26 Cents; Increases Outlook
                         for Fiscal 2005 Diluted Net Earnings Per Share
                         Growth; Reports Restatement."


                                       5



                                                                      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
December 16, 2004
6:30 PM ET

         DARDEN RESTAURANTS REPORTS SECOND QUARTER DILUTED NET EARNINGS
      PER SHARE OF 26 CENTS; INCREASES OUTLOOK FOR FISCAL 2005 DILUTED NET
                 EARNINGS PER SHARE GROWTH; REPORTS RESTATEMENT

ORLANDO,  FL, December 16 - Darden  Restaurants,  Inc. today reported  quarterly
sales of $1.23  billion for the second  quarter  ended  November 28,  2004,  and
diluted net earnings per share of 26 cents,  a 44% increase over the prior year.
These and all other amounts in this press release have been presented on a basis
consistent  with a  restatement  that  the  Company  also  announced,  which  is
described below.

"This quarter's  outstanding  results were driven by continued  industry leading
performance  at Olive Garden and  significant  improvement at Red Lobster," said
Clarence Otis, Chief Executive Officer of Darden.  "Both companies' strong sales
and operating profit results this quarter reflect their focus on brilliance with
the basics in two key areas,  restaurant  operations  and brand  building.  As a
result,  Olive  Garden  continued  to  deliver   competitively   superior  guest
experiences  and Red Lobster  achieved  record guest  satisfaction  results.  We
believe being even more effective across all of Darden in these key areas is how
we'll  achieve  our  goal  of  being  the  best  in  casual  dining  now and for
generations."

Highlights for the quarter ended November 28, 2004, include the following:

o    Net  earnings  in the second  quarter  were  $43.0  million or 26 cents per
     diluted share,  on sales of $1.23 billion,  including an earnings per share
     impact of $0.007 reflecting the restatement described below. Last year, net
     earnings were $30.1  million,  or 18 cents per diluted  share,  on sales of
     $1.14 billion,  including an earnings per share impact of $0.007 reflecting
     the restatement described below.

o    Total sales of $1.23 billion represent a 7.6% increase over prior year.

o    Olive Garden reported its 41st consecutive quarter of same-restaurant sales
     growth with a 5.5% increase.

o    Red Lobster reported same-restaurant sales growth of 3.4% for the quarter.


                                     -MORE-


                                       -2-

o    The Company now expects  diluted net earnings per share growth in the range
     of 22%  to  27% on a GAAP  basis,  which  is a  growth  rate  of 10% to 15%
     excluding the asset  impairment  and  restructuring  charge ($23.1  million
     after tax or $0.14 per diluted share) taken in the fourth quarter of fiscal
     2004.  The Company had  previously  estimated that diluted net earnings per
     share  growth  would  be in the  range  of 8% to 12%  excluding  the  asset
     impairment and  restructuring  charge taken in the fourth quarter of fiscal
     2004.

o    The Company continued its repurchase of shares,  buying back 256,155 shares
     of its common stock in the quarter.

o    Following a review of its accounting  policy and in  consultation  with its
     independent  registered  public  accounting firm, KPMG LLP, the Company has
     corrected its  computation  of  straight-line  rent expense and the related
     deferred  rent  liability  and as a result will  restate  its prior  period
     financial  statements.  As discussed  below,  this restatement has a modest
     impact on diluted  net  earnings  per share and no impact on the  Company's
     cash flows, sales or same-restaurant  sales for prior periods or compliance
     with any covenant under its credit facility or other debt instruments.

Operating Highlights

OLIVE  GARDEN'S  record second  quarter sales of $564.2  million were 8.8% above
prior year, driven by a same-restaurant  sales increase of 5.5% and revenue from
15 net  new  restaurants  in  operation  versus  last  year.  This  is the  41st
consecutive quarter of  comparable-restaurant  sales growth for Olive Garden and
builds on a 4.3%  increase  in the  second  quarter  last  year.  The  company's
increased sales,  combined with lower restaurant  expenses and depreciation as a
percent  of sales  more than  offset  increased  restaurant  labor and  selling,
general and  administrative  expenses as a percent of sales.  This resulted in a
record operating profit for the second quarter.

RED LOBSTER'S second quarter sales of $569.2 million were 4.4% above prior year,
driven by a  same-restaurant  sales  increase of 3.4%.  Red Lobster's  increased
sales along with lower food and beverage  expenses as a percent of sales,  lower
restaurant  labor  costs as a percent of sales,  lower  restaurant  expense as a
percent of sales and lower  selling,  general and  administrative  expenses as a
percent of sales, resulted in record operating profit for the second quarter.

BAHAMA BREEZE delivered improved financial  performance this quarter.  Operating
five fewer restaurants than the prior year, Bahama Breeze achieved lower cost of
sales and labor  expenses  as a percent of sales while  strengthening  the guest
experience it provides.

SMOKEY BONES opened seven  restaurants  during the second quarter,  bringing the
year-to-date total to 14 openings. In addition, the company has opened five more
restaurants since the end of the quarter.  As a result,  Smokey Bones now has 88
restaurants  in  operation.  It expects to open a total of 30 to 40  restaurants
during the fiscal year.

                                     -MORE-




                                       -3-

"This  was  an  outstanding  quarter  at  both  of  our  established   operating
companies," said Drew Madsen,  President and Chief Operating Officer for Darden.
"Olive Garden has a trusted brand, superior in-restaurant  operations and highly
effective  marketing.  They continue to deliver  consistently  strong growth and
exceptional  levels of absolute  performance.  Red Lobster also had a tremendous
quarter,  driven by record guest  satisfaction,  improved cost  management and a
powerful  "Endless Shrimp"  promotion.  They have made  significant  progress in
improving their business fundamentals.  Smokey Bones and Bahama Breeze also made
progress   strengthening   their  business  models  and  improving  their  guest
experience."

Outlook

The Company now expects  diluted net  earnings  per share growth in the range of
22% to 27% on a GAAP basis,  which is a growth rate of 10% to 15%  excluding the
asset impairment and restructuring  charge ($23.1 million after tax or $0.14 per
diluted  share)  taken in the fourth  quarter of fiscal  2004.  The  Company had
previously  estimated that diluted net earnings per share growth would be in the
range of 8% to 12% excluding the asset impairment and restructuring charge taken
in the fourth quarter of fiscal 2004.

Other Actions

Darden continued the buyback of its common stock,  purchasing  256,155 shares in
the second  quarter.  Since  December 1995,  the Company has  repurchased  112.4
million shares under authorizations totaling 137.4 million shares.

Restatement

Following  a  review  of its  accounting  policy  and in  consultation  with its
independent  registered  public  accounting  firm,  KPMG LLP,  the  Company  has
corrected its computation of straight-line rent expense and the related deferred
rent liability.  As a result, the Company will restate its financial  statements
for fiscal 1996  through  fiscal 2004 and for the first  quarter of fiscal 2005.
Historically,  when accounting for leases with renewal options,  the Company has
recorded rent expense on a straight-line  basis over the initial  non-cancelable
lease  term,  with the term  commencing  when actual rent  payments  began.  The
Company depreciated its buildings,  leasehold  improvements and other long-lived
assets  on  those  properties  over a period  that  included  both  the  initial
non-cancelable  term of the lease and all  option  periods  provided  for in the
lease (or the useful life of the assets if  shorter).  The Company  will restate
its financial statements to recognize rent expense on a straight-line basis over
the entire lease term,  including  cancelable  option  periods  where failure to
exercise such options would result in an economic  penalty.  The lease term will
commence on the date when the Company  becomes  legally  obligated  for the rent
payments.

                                     -MORE-





                                       -4-

The Company  estimates that the  cumulative  effect of the  restatement  through
fiscal 2004 will be an increase in the deferred rent liability of  approximately
$120 million.  In addition,  the deferred  income tax liability as of the end of
fiscal 2004 will decrease by approximately  $46 million.  As a result,  retained
earnings at the end of fiscal 2004 will decrease by  approximately  $74 million.
Rent  expense  for fiscal  years  ended  2002,  2003 and 2004 will  increase  by
approximately $8 million, $10 million and $7 million,  respectively, and for the
first quarter of fiscal 2005 by approximately $1.8 million. The restatement will
decrease diluted net earnings per share by approximately  $0.03, $0.04 and $0.03
for the fiscal years ended 2002, 2003 and 2004, respectively,  and approximately
$0.007 for the first quarter of fiscal 2005. The  restatement  will not have any
impact on the Company's previously reported cash flows, sales or same-restaurant
sales or compliance  with any covenant  under its credit  facility or other debt
instruments.

These  estimates are subject to change as the Company's  independent  registered
public  accounting  firm  completes  its  review.  The  Company  will  amend the
appropriate filings with the Securities and Exchange Commission (SEC) to include
the restated financial statements. As a result of the restatement, the financial
statements  contained  in the  Company's  prior  filings  with the SEC should no
longer be relied upon.

November 2005 Same-Restaurant Sales Results

Darden reported  same-restaurant  sales for the four-week  November fiscal month
ended November 28, 2004.  This period is the last month of Darden's  fiscal 2005
second quarter.

Same-restaurant  sales at Olive  Garden  were up 4% to 5% for  fiscal  November,
which  reflected  a 3% to 4%  increase  in guest  counts  and  approximately  1%
increase  in check  average.  The check  average  increase  was a result of a 2%
increase in pricing and a 1% decrease  from menu mix changes.  Last year,  Olive
Garden  had an  increase  of 8% to 9% in  same-restaurant  sales  during  fiscal
November.

Same-restaurant  sales  at Red  Lobster  were  up  approximately  2% for  fiscal
November,  which reflected a decrease of approximately 2% in guest counts and an
increase of approximately 4% in check average from menu mix changes.  Last year,
Red Lobster realized an 8% to 9% decrease in same-restaurant sales during fiscal
November.

The  Company  estimates  that this  year's  shift of  Thanksgiving  from  fiscal
December to fiscal November  adversely affected November  same-restaurant  sales
results at both Olive Garden and Red Lobster by  approximately 2 to 3 percentage
points.

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 $5.0 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 completion of the
accounting restatement,  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. 

                                     -MORE-



                                       -5-

                            DARDEN RESTAURANTS, INC.
                              NUMBER OF RESTAURANTS

        11/28/04                                                        11/23/03
        --------                                                        --------
             649               Red Lobster USA                               649
              31               Red Lobster Canada                             31
          ------               ------------------                         ------
             680               Total Red Lobster                             680

             541               Olive Garden USA                              526
               6               Olive Garden Canada                             6
          ------               -------------------                       -------
             547               Total Olive Garden                            532

              32               Bahama Breeze                                  37

              83               Smokey Bones BBQ                               53

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

           1,343               Total Restaurants                           1,303








                            DARDEN RESTAURANTS, INC.
                   SECOND QUARTER FY 2005 FINANCIAL HIGHLIGHTS
                      (In millions, except per share data)
                                   (Unaudited)


                                 13 Weeks Ended               26 Weeks Ended
                                 --------------               --------------

                                           Restated                    Restated
                             11/28/2004   11/23/2003      11/28/2004  11/23/2003
                             ----------   ----------      ----------  ----------

Sales                       $ 1,229.4     $  1,142.5     $  2,508.0   $  2,402.2

Net earnings                $    43.0     $     30.1     $    114.0   $     97.5
                                                       
Net earnings per share:
  Basic                     $    0.27     $     0.18     $     0.73   $     0.59
  Diluted                   $    0.26     $     0.18     $     0.70   $     0.57

Average number of common 
shares outstanding:
  Basic                         156.8          164.9          157.2        164.8
  Diluted                       163.4          171.0          163.4        170.7





                                     -MORE-






                                       -6-



                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)
                                   (Unaudited)




                                                        13 Weeks Ended                 26 Weeks Ended
                                                        --------------                 --------------
                                                                     Restated                      Restated
                                                    11/28/2004      11/23/2003     11/28/2004     11/23/2003
                                                    ----------      ----------     ----------     ----------
                                                                                           
Sales                                              $ 1,229,373      $ 1,142,543   $ 2,508,017    $ 2,402,232
Costs and expenses:
  Cost of sales:
     Food and beverage                                 368,036          346,200       759,457        742,913
     Restaurant labor                                  400,714          375,614       806,530        767,949
     Restaurant expenses                               202,225          192,939       397,225        385,677
       Total cost of sales (1)                     $   970,975      $   914,753   $ 1,963,212    $ 1,896,539
  Selling, general and administrative                  130,785          120,320       245,365        233,961
  Depreciation and amortization                         53,176           52,048       105,936        103,601
  Interest, net                                         11,007           10,725        21,971         21,366
       Total costs and expenses                    $ 1,165,943      $ 1,097,846   $ 2,336,484    $ 2,255,467
  Earnings before income taxes                          63,430           44,697       171,533        146,765
  Income taxes                                         (20,416)         (14,638)      (57,497)       (49,298)
                                                   $    43,014      $    30,059   $   114,036    $    97,467

Net earnings per share:
  Basic                                            $      0.27      $      0.18   $      0.73    $      0.59    
  Diluted                                          $      0.26      $      0.18   $      0.70    $      0.57   

Average number of common shares outstanding:
  Basic                                                156,800          164,900       157,200        164,800
  Diluted                                              163,400          171,000       163,400        170,700

    (1) Excludes restaurant depreciation 
        and amortization as follows:               $    49,486      $    48,443   $    98,705    $    96,525





                                     -MORE-



                                       -7-

                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                         SUMMARY OF RESTATEMENT IMPACTS
                            13 WEEKS ENDED 11/23/2003
                      (In thousands, except per share data)
                                   (Unaudited)



                                                     As reported    Adjustments        As restated
                                                    ------------    -----------        -----------
                                                                                     
 Sales                                             $ 1,142,543        $      --         $ 1,142,543
 Costs and expenses:
   Cost of sales:
      Food and beverage                                346,200               --             346,200
      Restaurant labor                                 375,614               --             375,614
      Restaurant expenses                              191,010            1,929             192,939
        Total cost of sales                        $   912,824        $   1,929             914,753
   Selling, general and administrative                 120,320               --             120,320
   Depreciation and amortization                        52,048               --              52,048
   Interest, net                                        10,725               --              10,725
        Total costs and expenses                   $ 1,095,917        $   1,929         $ 1,097,846
 Earnings before income taxes                           46,626           (1,929)             44,697         
 Income taxes                                          (15,373)             735             (14,638)
 Net earnings                                      $    31,253        $  (1,194)        $    30,059

 Net earnings per share:
   Basic                                           $      0.19        $   (0.01)        $      0.18              
   Diluted                                         $      0.18        $      --         $      0.18
                                                                          
 Average number of common shares outstanding:
   Basic                                               164,900               --             164,900
   Diluted                                             171,000               --             171,000




                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                         SUMMARY OF RESTATEMENT IMPACTS
                            26 WEEKS ENDED 11/23/2003
                      (In thousands, except per share data)
                                   (Unaudited)



                                                     As reported    Adjustments        As restated
                                                     -----------    -----------        -----------
                                                                                     
Sales                                               $ 2,402,232        $     --       $ 2,402,232
Costs and expenses:
  Cost of sales:
     Food and beverage                                  742,913              --           742,913
     Restaurant labor                                   767,949              --           767,949
     Restaurant expenses                                381,832           3,845           385,677
       Total cost of sales                          $ 1,892,694        $  3,845       $ 1,896,539
  Selling, general and administrative                   233,961              --           233,961
  Depreciation and amortization                         103,601              --           103,601
  Interest, net                                          21,366              --            21,366
       Total costs and expenses                     $ 2,251,622        $  3,845       $ 2,255,467
Earnings before income taxes                            150,610          (3,845)          146,765
Income taxes                                            (50,763)          1,465           (49,298)
Net earnings                                        $    99,847        $ (2,380)      $    97,467

Net earnings per share:
  Basic                                             $      0.61        $  (0.02)      $      0.59                   
  Diluted                                           $      0.58        $  (0.01)      $      0.57
                                                                    
Average number of common shares outstanding:
  Basic                                                 164,800              --           164,800
  Diluted                                               170,700              --           170,700



                                                        -MORE-





                                       -8-

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

                                                                       Restated
                                                    11/28/2004         5/30/2004
                                                    ----------         ---------
ASSETS
Current assets:

   Cash and cash equivalents                      $    60,431       $    36,694
   Receivables                                         30,905            30,258
   Inventories                                        236,441           198,781
   Assets held for sale                                   889                --
   Prepaid expenses and other current assets           22,670            25,316
   Deferred income taxes                               60,338            55,258
       Total current assets                       $   411,674       $   346,307
Land, buildings and equipment                       2,292,062         2,250,616
Other assets                                          184,182           183,425
       Total assets                               $ 2,887,918       $ 2,780,348

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                               $   162,142       $   174,624
   Short-term debt                                         --            14,500
   Accrued payroll                                     92,600           103,327
   Accrued income taxes                                91,495            48,753
   Other accrued taxes                                 36,083            38,440
   Unearned revenues                                   71,154            75,513
   Current portion of long-term debt                  149,931                --
   Other current liabilities                          246,493           228,324
       Total current liabilities                  $   849,898       $   683,481
Long-term debt, less current portion                  502,574           653,349
Deferred income taxes                                 123,944           130,370
Deferred rent liability                               133,394           128,952
Other liabilities                                      15,093            12,661
       Total liabilities                          $ 1,624,903       $ 1,608,813

Stockholders' equity:
   Common stock and surplus                       $ 1,632,633       $ 1,584,115
   Retained earnings                                1,231,684         1,123,900
   Treasury stock                                  (1,547,759)       (1,483,768)
   Accumulated other comprehensive income (loss)       (7,478)          (10,173)
   Unearned compensation                              (45,281)          (41,401)
   Officer notes receivable                              (784)           (1,138)
       Total stockholders' equity                 $ 1,263,015       $ 1,171,535
       Total liabilities and stockholders' 
        equity                                    $ 2,887,918       $ 2,780,348




                                     -MORE-






                                       -9-


                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                    5/30/2004
                                 (In thousands)
                                   (Unaudited)




                                                    As Reported             Adjustments          As Restated 
                                                    -----------             -----------          -----------  
                                                                                    
ASSETS
Current assets:
   Cash and cash equivalents                        $     36,694         $        --         $     36,694
   Receivables                                            30,258                  --               30,258
   Inventories                                           198,781                  --              198,781
   Prepaid expenses and other current assets              25,316                  --               25,316
   Deferred income taxes                                  55,258                  --               55,258
       Total current assets                         $    346,307         $        --         $    346,307
Land, buildings and equipment                          2,250,616                  --            2,250,616
Other assets                                             183,425                  --              183,425
       Total assets                                 $  2,780,348         $        --         $  2,780,348

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                 $    174,624         $        --         $    174,624
   Short-term debt                                        14,500                  --               14,500
   Accrued payroll                                       103,327                  --              103,327
   Accrued income taxes                                   48,753                  --               48,753
   Other accrued taxes                                    38,440                  --               38,440
   Unearned revenues                                      75,513                  --               75,513
   Other current liabilities                             228,324                  --              228,324
       Total current liabilities                    $    683,481         $        --         $    683,481
Long-term debt, less current portion                     653,349                  --              653,349
Deferred income taxes                                    176,216             (45,846)             130,370
Deferred rent liability                                       --             128,952              128,952
Other liabilities                                         21,532              (8,871)              12,661
       Total liabilities                            $  1,534,578         $    74,235         $  1,608,813

Stockholders' equity:
   Common stock and surplus, no par value. 
       Authorized 500,000 shares: issued 264,907 
       and 261,463, shares, respectively; 
       outstanding 158,431 and 164,950 shares,
       respectively                                 $  1,584,115         $        --         $  1,584,115
    Preferred stock, no par value.  
       Authorized 25, 000 shares;
       none issued and outstanding                            --                  --                   --
   Retained earnings                                   1,197,921             (74,021)           1,123,900
   Treasury stock, 106,476 and 96,513 shares, 
       at cost, respectively                          (1,483,768)                 --           (1,483,768)
   Accumulated other comprehensive income (loss)          (9,959)               (214)             (10,173)
   Unearned compensation                                 (41,401)                 --              (41,401)
   Officer notes receivable                               (1,138)                 --               (1,138)
       Total stockholders' equity                   $  1,245,770         $   (74,235)        $  1,171,535
       Total liabilities and stockholders' equity   $  2,780,348      $           --         $  2,780,348





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