As filed with the Securities and Exchange Commission on August 11, 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):
                                 August 11, 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 and Regulation FD Disclosure.

              On August 11, 2004,  the Company  issued a news release  entitled
              "Darden Announces Succession Plan - Casual Dining Leader Announces
              Phased  Retirement of Its Long-Time  Chairman and CEO," a copy of
              which is furnished  herewith as Exhibit 99 to this current Report
              on Form 8-K.



     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:  August 11, 2004                DARDEN RESTAURANTS, INC.

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


                                INDEX TO EXHIBITS

Exhibit Number      Description of Exhibit
--------------      ----------------------

      99            Press  Release  dated  August  11,  2004,  entitled  "Darden
                    Announces Succession Plan - Casual Dining  Leader  Announces
                    Phased Retirement of Its Long-Time Chairman and CEO."


                                                                      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)     Jim DeSimone   (407) 245-4567
August 11, 2004
4:30 PM ET

                        Darden Announces Succession Plan
             Casual Dining Leader Announces Phased Retirement of Its
                           Long-Time Chairman and CEO

ORLANDO,  Fla. (Aug. 11, 2004) Darden  Restaurants  Inc. (NYSE:  DRI), owner and
operator of Red Lobster,  Olive Garden,  Bahama Breeze,  Smokey Bones Barbeque &
Grill and Seasons 52  restaurants,  announced  today the  implementation  of its
long-term succession plan.

Joe R. Lee, 63, who  currently  serves as Darden's  Chairman and CEO,  will step
down as CEO in December 2004. To enable the company to benefit from his years of
experience  and  to  assure  a  smooth  and  effective  transition  to  the  new
leadership,  Lee  will  remain  as  Chairman  of the  Board  until  his  planned
retirement in December 2005.

Effective December 2004:

o    Clarence  Otis,  Jr.,  48,  who has been with the  company  nine  years and
     currently  serves as  President  of its Smokey Bones  business  unit,  will
     become Darden's Chief Executive  Officer and upon Lee's retirement in 2005,
     is expected to become Chairman.

o    Andrew H. (Drew)  Madsen,  48, who has been with the company and its former
     parent company,  General Mills, a total of 18 years and currently serves as
     President  of Olive  Garden,  will  become  Darden's  President  and  Chief
     Operating Officer.

Messrs.  Otis and Madsen have also been  nominated for election to the Company's
Board of Directors at the Company's  annual meeting of shareholders in September

The Company's Board of Directors  voted  unanimously to implement the succession

"Joe has long  championed  a smooth  succession  as he  approached  his  planned
retirement  at age 65," said Odie Donald,  Lead Director for the Darden Board of
Directors.  "He has built strong  leadership  teams within Darden and he and the
Board have worked  continuously  to ensure a thoughtful and seamless  transition
for the company."


Also effective December 2004:

o    David  Pickens,  49, who has been with the  company 32 years and  currently
     serves as Executive  Vice  President of Operations  at Olive  Garden,  will
     succeed Mr. Madsen as President of Olive Garden;

o    James  J.  (J.J.)  Buettgen,   44,  most  recently   President  of  Brinker
     International  Inc.'s Big Bowl Asian Kitchen,  and who previously served as
     Senior Vice President,  Marketing,  for Olive Garden, will succeed Mr. Otis
     as President of Smokey Bones; and

o    Valerie  Insignares,  36, who has been with the company  seven years and is
     currently  Senior Vice President of Olive Garden's  Dallas  Division,  will
     succeed  Mr.  Pickens  as  Olive  Garden's   Executive  Vice  President  of

"Our mission is to be the best in casual dining,  now and for generations," said
Mr. Lee, who has been  Darden's only chairman and CEO since the company spun off
from consumer foods leader General Mills, Inc. in 1995. "An effective succession
plan is  critical  to  Darden's  mission,  and this is a  talented,  dynamic and
seasoned leadership team with a passion for the business."

"Clarence and Drew bring a breadth of business acumen and restaurant  experience
to their new  positions,"  Lee said.  "They are a great team with  complementary
strengths that are critical to our business and a  demonstrated  ability to work
together with great mutual respect."

Otis has deep and successful financial and corporate management  experience.  He
has served as Darden's  Executive Vice President  since April 2002 and President
of Smokey Bones Barbeque & Grill since December of that year. Among other posts,
he has served as the company's Chief Financial Officer. He joined Darden in 1995
from Chemical Securities,  Inc. (now JP Morgan Securities,  Inc.), an investment
banking firm, where he had been Managing Director and Manager of Public Finance.
He serves on the board of directors of St. Paul Travelers Companies and VF Corp.

Madsen  has  strong,  successful  marketing  and  operating  company  leadership
experience.  He has been Darden's  Senior Vice  President and President of Olive
Garden  since April 2002.  He joined the company in December  1998 as  Executive
Vice President of Marketing for Olive Garden.  Prior to joining  Darden,  he was
President of International Master Publishers, Inc., a company that developed and
marketed consumer  information  products.  He also held leadership  positions at
James River  Corporation (now part of  Georgia-Pacific  Corporation),  including
Vice  President/General  Manager for the Dixie consumer  products  unit.  Madsen
began  his  career  at  General  Mills  where  he held a  variety  of  marketing
leadership positions.

Both  executives  are  active in the  community.  Otis  serves on the  Boards of
Directors of  Enterprise  Florida Inc.  and  Preserve  Eatonville  Inc. and is a
member of the Executive  Leadership  Council.  Madsen serves on the Board of the
Florida Citrus Sports  Association  and is active as a volunteer  coach of youth

As Chief Executive Officer, Otis will focus on maintaining a strong values-based
culture, developing corporate strategy and driving its execution,  strengthening
enterprise leadership, building and deploying organizational resources, ensuring
industry leading consumer and workforce  insight  capabilities and capturing new
business growth opportunities.



Madsen will focus as President and Chief Operating Officer on ensuring operating
company  excellence in restaurant  operations,  brand  management and leadership
development,   generating  and  consistently  utilizing  powerful  consumer  and
workforce  insights,  creating a  competitively  superior  and highly  efficient
restaurant  support  structure,  and more  aggressive new  restaurant  growth in
existing businesses.

Lee has been Darden's Chief  Executive  Officer since December 1994 and Chairman
of the Board since April 1995.  He joined Red Lobster in 1967 as a member of its
opening management team, and was named its President in 1975. From 1970 to 1995,
he held various  positions  with General Mills,  including Vice Chairman,  Chief
Financial  Officer and  Executive  Vice  President,  Finance  and  International

Pickens has over 30 years of  operations  experience at Darden,  including  nine
years on the Olive  Garden  Executive  Team,  with five of those  years  leading
operations to "best-ever" performance.  In addition to his Olive Garden service,
he has a wide  breadth of  experience  at Darden  having  also  worked  with Red
Lobster  and China  Coast.  He is well  regarded as an  executive  who sets high
standards, models Darden values and develops people.

Buettgen returns to Darden where he served as Senior Vice President of Marketing
on the Olive Garden  executive  team and spent a total of nine years,  including
positions  with General Mills.  He also held marketing  positions with Hollywood
Video and Disneyland  Resorts.  Prior to his most recent  responsibility  at Big
Bowl,  he was Senior Vice  President  of  Marketing  and Brand  Development  for
Brinker International, Inc.

Insignares has a significant  track record of leading  Purchasing,  Distribution
and Operations  teams. She established  Darden's Supplier  Diversity  initiative
which has delivered  world-class levels of performance.  Her leadership of Olive
Garden's  Dallas  Division  during the last three years  resulted in outstanding
performance. She is recognized as a strong role model and talented leader in the
restaurant industry.

Darden  Restaurants,  Inc.,  headquartered in Orlando,  Florida,  is the largest
publicly  held casual dining  restaurant  company in the world serving more than
300  million  meals  during  fiscal  2004.  The  company   operates  over  1,300
restaurants  in the United  States and Canada with 140,000  employees and annual
sales of $5 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.