As filed with the Securities and Exchange
                         Commission on March 17, 2004.

                             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):
                                 March 17, 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 March 17, 2004, the Company issued a news release entitled
                  "Darden Restaurants Reports Record Third Quarter Earnings Per
                  Diluted Share Of 46 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 March 17, 2004,
                                           entitled "Darden  Restaurants Reports
                                           Record Third Quarter Earnings per
                                           Diluted Share of 46 Cents."



     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:  March 17, 2004                 DARDEN RESTAURANTS, INC.

                                        By:/s/ Linda J. Dimopoulos
                                           Linda J. Dimopoulos
                                           Senior Vice President and
                                           Chief Financial Officer


                                INDEX TO EXHIBITS

Exhibit Number           Description of Exhibit

         99              Press Release dated March 17, 2004, entitled "Darden
                         Restaurants Reports Record Third Quarter Earnings
                         Per Diluted Share Of 46 Cents."


                                                                      EXHIBIT 99

Red Lobster(R)Olive Garden(R)Bahama Breeze(R)Smokey Bones(R)
                                                      Corporate Relations
                                                      P.O. Box 593330
                                                      Orlando, FL  32859

                                     (Analysts) Matthew Stroud (407) 245-6458
                                     (Media)    Mike Bernstein (407) 245-4567
March 17, 2004
4:30 PM ET


ORLANDO, FL, March 17 - Darden Restaurants,  Inc. today reported quarterly sales
of $1.24 billion for the third quarter ended February 22, 2004, and earnings per
diluted share of 46 cents, a 31% increase versus last year.

"This was a strong  quarter  for  Darden  Restaurants,"  said Joe Lee,  Darden's
Chairman  and Chief  Executive  Officer.  "We  delivered  record  third  quarter
earnings per diluted share,  driven by  exceptional  performance at Olive Garden
and improved  performance  at Red Lobster.  We are more  committed  than ever to
improving the dining experiences we offer while maintaining a dedicated focus on
profitability. Our excellent earnings this quarter reflect that commitment. I am
pleased with our direction as we continue to build a casual dining  company that
will last for generations."

Highlights for the quarter ended February 22, 2004, include the following:

o    Earnings after tax in the third quarter were $77.9 million, or 46 cents per
     diluted  share,  on sales of $1.24 billion.  Last year,  earnings after tax
     were  $61.8  million,  or 35 cents  per  diluted  share,  on sales of $1.18

o    Total sales of $1.24 billion represent a 5.1% increase over prior year.

o    Olive Garden reported its 38th consecutive quarter of same-restaurant sales
     growth with a 5.4% increase.

o    Red Lobster's  same-restaurant  sales declined 5.1% but its same-restaurant
     traffic  declines  moderated  from the  decline  experienced  in the second

o    Third  quarter  same-restaurant  sales results at both Olive Garden and Red
     Lobster benefited by approximately 1% from favorable weather comparisons to
     last year.


o    The Company  reported a third quarter tax rate of 31.1%,  compared to 33.8%
     last  year.  The  decrease  in the tax  rate was a  result  of a  favorable
     resolution of prior year tax matters. The earnings benefit derived from the
     lower  tax rate was  offset  primarily  by an  increase  in the  amount  of
     discretionary charitable contributions to the Darden Restaurants Foundation
     and the costs associated with Red Lobster's advertising agency change.

o    The Company continued its share repurchase program, buying back 4.1 million
     shares of its common stock in the third quarter.

Operating Highlights

OLIVE GARDEN'S third quarter sales of $551.3 million were 9.1% above prior year,
driven by a  same-restaurant  sales increase of 5.4% and revenue from 18 net new
restaurants in operation versus last year. This is the 38th consecutive  quarter
of comparable-restaurant  sales growth for Olive Garden. The company's increased
sales and traffic,  combined  with lower food and beverage  expense,  restaurant
expenses,  and selling,  general,  and  administrative  costs as a percentage of
sales,  resulted  in a record  operating  profit that also  represents  a strong
double-digit increase over last year.

"It was  another  outstanding  quarter  for Olive  Garden,"  said  Drew  Madsen,
President of Olive Garden. "We delivered record financial  performance in sales,
operating profit and return on sales. Compelling promotional features,  combined
with our commitment to delight guests with a genuine Italian dining  experience,
resulted in this record-setting  achievement.  I want to thank our team at Olive
Garden for their efforts to make all our guests feel like family when they visit
our restaurants."

RED LOBSTER'S  third quarter sales of $603.6 million were 2.8% below prior year,
resulting  from a  same-restaurant  sales  decrease  of 5.1% that was  partially
offset by revenue from eight net new restaurants in operation  versus last year.
Despite  lower sales and  traffic  versus  last year,  Red  Lobster  experienced
decreased  food and beverage  costs,  restaurant  labor  expenses,  and selling,
general, and administrative costs as a percentage of sales, which were partially
offset by higher  depreciation  expenses as a percentage of sales. These factors
led to a strong double-digit increase in operating profit versus last year.

"This was a  challenging  quarter  for Red  Lobster,"  said Joe Lee.  "While our
performance  during the quarter started off slowly,  momentum continued to build
throughout,  culminating  with  the  launch  of  this  year's  `LobsterFest'  in
February.  And,  despite sales that were down for the quarter versus prior year,
operating  profit  increased  dramatically  primarily  because  of our  focus on
sustainable cost management to strengthen our business.  We have more work ahead
of us, but we know we are making progress on improving our operations, marketing
and menu.  I want to thank the crew for their  dedication  to making Red Lobster
America's favorite place for seafood. "

BAHAMA  BREEZE has opened  three  restaurants  year-to-date,  bringing the total
number of restaurants in operation to 37. One more opening is scheduled for this
fiscal year in Pittsburgh, Pennsylvania.



SMOKEY BONES opened six new restaurants  during the third quarter,  bringing the
year-to-date total to 20 net new openings.  In addition,  the company has opened
five more restaurants  since the end of the quarter.  As a result,  Smokey Bones
now has 64 restaurants in operation. During this fiscal year, 30 restaurants are
expected to open.

Other Actions

Darden continued the buyback of its common stock,  purchasing 4.1 million shares
in the third quarter.  Since December 1995, the Company has  repurchased a total
of 104.8 million shares under authorizations totaling 115.4 million shares.

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 $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

         2/22/04                                                         2/23/03
         -------                                                         -------
             649               Red Lobster USA                               641
              31               Red Lobster Canada                             31
          ------               ------------------                         ------
             680               Total Red Lobster                             672

             528               Olive Garden USA                              510
               6               Olive Garden Canada                             6
          ------               -------------------                       -------
             534               Total Olive Garden                            516

              37               Bahama Breeze                                  32

              59               Smokey Bones BBQ                               34

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

           1,311               Total Restaurants                           1,254



                            DARDEN RESTAURANTS, INC.
                      (In thousands, except per share data)

                                                             13 Weeks Ended                    39 Weeks Ended

                                                       02/22/2004     2/23/2003             2/22/2004     2/23/2003
                                                       ----------     ---------             ---------     ---------
Sales                                                  $1,241,952    $1,181,383            $3,644,184    $3,427,479
Costs and expenses:
  Cost of sales:
     Food and beverage                                    372,544       364,328             1,115,457     1,060,518
     Restaurant labor                                     391,019       375,320             1,158,968     1,098,456
     Restaurant expenses                                  188,709       181,464               570,541       521,695
       Total cost of sales(1)                             952,272       921,112             2,844,966     2,680,669
  Selling, general and administrative                     113,552       108,145               347,513       317,406
  Depreciation and amortization                            52,179        48,132               155,780       139,203
  Interest, net                                            10,944        10,669                32,310        31,651
           Total costs and expenses                     1,128,947     1,088,058             3,380,569     3,168,929
Earnings before income taxes                              113,005        93,325               263,615       258,550
Income taxes                                              -35,106       -31,539               -85,869       -87,400
Net earnings                                              $77,899       $61,786              $177,746      $171,150

Net earnings per share:
  Basic                                                     $0.47         $0.36                 $1.08         $1.00
  Diluted                                                   $0.46         $0.35                 $1.04         $0.96

Average number of common shares outstanding:
  Basic                                                   164,200       170,700               164,600       171,100
  Diluted                                                 170,100       177,500               170,600       178,700

(1) Excludes restaurant depreciation and
amortization as follows:                                  $48,690       $44,911              $145,215      $128,884



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

                                                                          2/22/2004            05/25/2003
Current Assets:
   Cash and cash equivalents                                                $43,870               $48,630
   Receivables                                                               35,176                29,023
   Inventories                                                              262,761               173,644
   Assets held for disposal                                                     710                    --
   Prepaid expenses and other current assets                                 21,950                25,126
   Deferred income taxes                                                     58,162                49,206
       Total current assets                                                $422,629              $325,629
Land, buildings and equipment                                             2,264,048             2,157,132
Other assets                                                                185,660               181,872
       Total assets                                                      $2,872,337            $2,664,633

Current liabilities:
   Accounts payable                                                        $188,132              $175,991
   Short-term debt                                                           14,600                    --
   Accrued payroll                                                           93,003                85,975
   Accrued income taxes                                                      66,948                67,975
   Other accrued taxes                                                       36,237                35,069
   Unearned revenues                                                         91,679                72,698
   Other current liabilities                                                250,197               202,201
       Total current liabilities                                           $740,796              $639,909
Long-term debt                                                              654,309              $658,086
Deferred income taxes                                                       169,998               150,537
Other liabilities                                                            21,570                19,910
       Total liabilities                                                 $1,586,673            $1,468,442

Stockholders' equity:
   Common stock and surplus                                              $1,572,219            $1,525,957
   Retained earnings                                                      1,150,614               979,443
   Treasury stock                                                        -1,381,631            -1,254,293
   Accumulated other comprehensive income                                   -10,181               -10,489
   Unearned compensation                                                    -44,173               -42,848
   Officer notes receivable                                                  -1,184                -1,579
       Total stockholders' equity                                        $1,285,664            $1,196,191
       Total liabilities and stockholders' equity                        $2,872,337            $2,664,633



                            DARDEN RESTAURANTS, INC.
                      (In millions, except per share data)

                                                            13 Weeks Ended                     39 Weeks Ended

                                                       2/22/2004      2/23/2003             2/22/2004     2/23/2003
                                                       ---------      ---------             ---------     ---------
Sales                                                   $1,242.0       $1,181.4              $3,644.2      $3,427.5

Net Earnings                                               $77.9          $61.8                $177.7        $171.2

Net Earnings per Share:
  Basic                                                    $0.47          $0.36                 $1.08         $1.00
  Diluted                                                  $0.46          $0.35                 $1.04         $0.96

Average Number of Common Shares Outstanding:
  Basic                                                    164.2          170.7                 164.6         171.1
  Diluted                                                  170.1          177.5                 170.6         178.7