SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 10-K
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(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended May 26, 2002

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number: 1-13666

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

Florida 59-3305930
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, without par value New York Stock Exchange
and Preferred Stock Purchase Rights

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate market value of Common Stock held by non-affiliates of the
Registrant, based on the closing price of $19.81 per share as reported on the
New York Stock Exchange on July 22, 2002: $3,393,518,829.

Number of shares of Common Stock outstanding as of July 22, 2002:
171,303,323 (excluding 87,543,707 shares held in the Company's treasury).

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement dated August 16, 2002 are
incorporated by reference into Part III, and portions of the Registrant's 2002
Annual Report to Shareholders are incorporated by reference into Parts I, II and
IV of this Report.

PART I

Item 1. BUSINESS

Introduction

Darden Restaurants, Inc. is the largest publicly held casual dining
restaurant company in the world.* As of May 26, 2002, we operated 1,211
restaurants in the United States and Canada. In the United States, we operated
1,174 restaurants in 49 states (the exception being Alaska), including 636 Red
Lobster(R), 490 Olive Garden(R), 29 Bahama Breeze(R), and 19 Smokey Bones(R) BBQ
Sports Bar restaurants. In Canada, we operated 37 restaurants, including 31 Red
Lobster and six Olive Garden restaurants. We operate all of our restaurants in
the United States and Canada, with no franchising. In Japan, we licensed 33 Red
Lobster restaurants to an unaffiliated Japanese corporation that operates the
restaurants under an Area Development and Franchise Agreement.

Darden is a Florida corporation incorporated in March 1995, and is the
parent company of GMRI, Inc., also a Florida corporation. GMRI and our other
subsidiaries own the operating assets of the restaurants. GMRI was originally
incorporated in March 1968 as Red Lobster Inns of America, Inc.

Our principal executive offices and restaurant support center are located
at 5900 Lake Ellenor Drive, Orlando, Florida 32809, telephone (407) 245-4000.
Unless the context indicates otherwise, all references to Darden, "we", "our" or
"us" include Darden, GMRI and our respective subsidiaries.

Background

We opened our first restaurant, a Red Lobster, in Lakeland, Florida in
1968. Red Lobster was founded by William B. Darden, for whom we are named. We
were acquired by General Mills, Inc. in 1970. In May 1995, we became a separate
publicly held company when General Mills distributed all outstanding Darden
stock to General Mills' stockholders.

In recent years our two largest restaurant concepts have resumed growth in
the number of restaurants. The number of Red Lobster and Olive Garden
restaurants open at the end of fiscal 2002 increased by six and 19,
respectively, as compared to the end of fiscal 2001. Red Lobster has grown from
six restaurants in operation at the end of fiscal 1970 to 667 units in North
America by the end of fiscal 2002. Olive Garden, an internally developed
concept, opened its first restaurant in fiscal 1983, and by the end of fiscal
2002 had expanded to 496 restaurants and one food court cafe in North America.

Bahama Breeze is an internally developed concept with a Caribbean theme. In
fiscal 1996, Bahama Breeze opened its first restaurant in Orlando, Florida. At
the end of fiscal 2002, there were 29 Bahama Breeze restaurants.

Our newest restaurant concept is Smokey Bones BBQ Sports Bar, an internally
developed concept. The first restaurant was opened in fiscal 2000 in Orlando,
Florida. At the end of fiscal 2002, there were 19 Smokey Bones restaurants.

The table on the following page shows our growth and lists the number of
restaurants operated by Red Lobster, Olive Garden, Bahama Breeze and Smokey
Bones as of the end of each fiscal year since 1970. The final column in the
table lists our total sales for the years indicated.
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*Source: Nation's Restaurant News, "Special Report: Top 100," June 24, 2002
(based on revenues from company owned restaurants).

Company-Operated Restaurants Open at Fiscal Year End

Fiscal Red Olive Bahama Smokey Total Total Company Sales
Year Lobster Garden (1) Breeze Bones Restaurants(1)(2) ($ in Millions)(3)(4)
---- ------- ---------- ------ ----- ----------------- ------------------

1970 6 6 3.5
1971 24 24 9.1
1972 47 47 27.1
1973 70 70 48.0
1974 97 97 72.6
1975 137 137 108.5
1976 174 174 174.1
1977 210 210 229.2
1978 236 236 291.4
1979 244 244 337.5
1980 260 260 397.6
1981 291 291 528.4
1982 328 328 614.3
1983 360 1 361 718.5
1984 368 2 370 782.3
1985 372 4 376 842.2
1986 401 14 415 917.3
1987 433 52 485 1,097.7
1988 443 92 535 1,300.8
1989 490 145 635 1,621.5
1990 521 208 729 1,927.7
1991 568 272 840 2,212.3
1992 619 341 960 2,542.0
1993 638 400 1,038 2,737.0
1994 675 458 1,133 2,963.0
1995 715 477 1,192 3,163.3
1996 729 487 1 1,217 3,191.8
1997 703 477 2 1,182 3,171.8
1998 682 466 3 1,151 3,261.6
1999 669 464 6 1,139 3,432.4
2000 654 469 14 2 1,139 3,675.5
2001 661 477 21 9 1,168 3,992.4
2002 667 496 29 19 1,211 4,368.7

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<FN>

(1) Does not include one Olive Garden Cafe restaurant.
(2) Includes only Red Lobster, Olive Garden, Bahama Breeze and Smokey Bones
restaurants. Does not include other restaurant concepts operated by us in
these years that are no longer in operation or which are no longer owned by
us.
(3) Includes total sales from all of our operations, including sales from
restaurant concepts besides Red Lobster, Olive Garden, Bahama Breeze and
Smokey Bones that are no longer in operation or which are no longer owned
by us.
(4) Emerging Issues Task Force Issue 00-14 "Accounting for Certain Sales
Incentives" requires sales incentives to be classified as a reduction of
sales. We adopted Issue 00-14 in the fourth quarter of fiscal 2002. For
purposes of this presentation, sales incentives have been reclassified as a
reduction of sales for fiscal 1998 through 2002. Sales incentives for
fiscal years prior to 1998 have not been reclassified.
</FN>

Strategy

The restaurant industry is generally considered to be comprised of four
segments: quick service, midscale, casual dining and fine dining. The industry
is highly fragmented and includes many independent operators and small chains.
We believe that capable operators of strong multi-unit concepts have the
opportunity to increase their share of the casual dining segment. We plan to
grow by increasing the number of restaurants in each of our existing concepts
and by developing or acquiring additional concepts that can be expanded
profitably.

While we are a leader in the casual dining segment, we know we cannot be
successful without a clear sense of who we are. Our core purpose is "To nourish
and delight everyone we serve." This core purpose is supported by our core
values:

o Integrity and fairness;
o Respect and caring;
o Diversity;
o Always learning/always teaching;
o Being "of service";
o Teamwork; and
o Excellence.

To support our core purpose, we have established a framework of three
strategic imperatives or "building blocks":

o leadership development as a core competency;
o service and hospitality excellence; and
o culinary and beverage excellence.

We support these strategic imperatives by developing two key enablers -
diversity literacy and technology literacy - throughout the organization. We
believe that our continuing focus on these three building blocks, supported by
our commitment to diversity and technology, provides a strong foundation for
future growth.

Restaurant Concepts

Red Lobster

Red Lobster is the largest casual dining, seafood-specialty restaurant
operator in the United States. It offers an extensive menu featuring fresh fish,
shrimp, crab, lobster, scallops and other seafood in a casual atmosphere. The
menu includes a variety of specialty seafood and non-seafood entrees, appetizers
and desserts.

Dinner entree prices range from $8.99 to $24.99, with fresh fish and
certain lobster items available at market price. Lunch entree prices range from
$5.25 to $9.99. The entree price also includes side items and our signature
Cheddar Bay biscuits. During fiscal 2002, the average check per person was
between $15.50 and $16.50, with alcoholic beverages accounting for about nine
percent of Red Lobster's sales. Red Lobster maintains approximately 128
different menus to reflect geographic differences in consumer preferences,
prices and selections in its trade areas, as well as a lower-priced children's
menu.

Fiscal 2002 was a record year in both sales and profits for Red Lobster.
Total sales of $2.34 billion for the 2002 fiscal year were 7.1 percent above
last year and average sales per restaurant for the year were $3.5 million -
record levels for Red Lobster. Operating profit for the fiscal year increased at
a double-digit percentage rate and established a new record for Red Lobster. As
of the end of fiscal 2002, Red Lobster had enjoyed 18 consecutive quarters of
U.S. same-restaurant sales increases.

Olive Garden

Olive Garden is the market share leader among casual dining Italian
restaurants in the United States. Olive Garden's menu includes a variety of
authentic Italian foods featuring fresh ingredients, and an expanded wine list
that includes a broad selection of wines imported from Italy. The menu includes
antipasti (appetizers); soups, salad and garlic breadsticks; baked pastas;
sauteed specialties with chicken, seafood and fresh vegetables; grilled meats;
and a variety of desserts. Olive Garden also uses coffee imported from Italy for
its espresso and cappuccino.

Dinner entree prices range from $7.50 to $17.95, and most lunch entree
prices range from $5.75 to $8.95. The price of each entree also includes as much
fresh salad or soup as a guest desires. During fiscal 2002, the average check
per person was $12.50 to $13.50, with alcoholic beverages accounting for about
nine percent of Olive Garden's sales. Olive Garden maintains approximately 24
different dinner menus and 23 lunch menus to reflect geographic differences in
consumer preferences, prices and selections in its trade areas, as well as two
different lower-priced children's menus.

Fiscal 2002 was a record year for both sales and profits at Olive Garden.
Olive Garden's total sales for the 2002 fiscal year were $1.86 billion, up 9.5
percent from the prior year, and its annual average sales per restaurant
increased to $3.9 million - both record levels. Olive Garden had a double-digit
percentage increase in operating profit for the seventh consecutive fiscal year,
reaching a new high in operating profit as well. Olive Garden has had 31
consecutive quarters of U.S. same-restaurant sales increases as of the end of
fiscal 2002.

Bahama Breeze

Bahama Breeze is a Caribbean-themed restaurant that offers guests a
distinctive island dining experience. The first Bahama Breeze opened in 1996 and
met with strong positive consumer response. We continued to test the concept by
opening a limited number of additional restaurants in each of the following
years, and began national expansion of the concept in 1998. In fiscal 2002,
sales at Bahama Breeze surpassed $125 million and we opened eight new
restaurants in five new markets, bringing the total to 29 restaurants in 20
markets. The concept continues to be well received by guests, with strong sales
volumes. We plan to open six to ten new Bahama Breeze restaurants in fiscal
2003.

Smokey Bones

Our newest casual dining concept, Smokey Bones BBQ Sports Bar, combines
barbeque with a relaxed sports bar atmosphere. We opened the first Smokey Bones
in September 1999, and began national expansion of the concept in fiscal 2002.
There are currently 19 Smokey Bones restaurants, and we plan to open 20 to 25
new Smokey Bones restaurants in fiscal 2003. We believe that Smokey Bones has
strong expansion potential and could become at least a $1.5 billion operating
concept in the future.

Recent and Planned Growth

During fiscal 2002, we opened 49 new restaurants (excluding the relocation
of existing restaurants to new sites and the rebuilding of restaurants at
existing sites) and closed seven restaurants. This resulted in a net increase of
42 restaurants in operation (or 43, including relocations, which net each other
out, and rebuilds). We plan to open approximately 54 to 72 new Red Lobster,
Olive Garden, Bahama Breeze and Smokey Bones restaurants during fiscal 2003
(excluding relocations and rebuilds). Our actual and projected new openings by
concept (excluding relocations and rebuilds ) are shown below.

Actual New Projected New
Restaurant Openings Restaurant Openings
Fiscal 2002 Fiscal 2003
----------- -----------

Red Lobster................................ 11 8-12
Olive Garden............................... 20 20-25
Bahama Breeze.............................. 8 6-10
Smokey Bones............................... 10 20-25
---- -----
Totals............................... 49 54-72
==== =====

Our objective is to continue to expand our current portfolio of restaurant
concepts, and to develop or acquire additional concepts that can be expanded
profitably. We are currently testing new ideas and concepts, and expanding
Bahama Breeze and Smokey Bones nationally in light of favorable consumer
response. We also regularly evaluate potential acquisition candidates to assess
whether they would satisfy our strategic and financial objectives. At present,
we have not identified any specific acquisitions.

We will continue to focus on improving operational returns at Olive Garden
and Red Lobster, and will limit new restaurant expansion of those concepts to
the highest-potential sites. Olive Garden's expansion will include its recently
developed "Tuscan Farmhouse" design, an outgrowth of our collaboration with
Rocca delle Macie, a family-owned winery in Tuscany. In addition, we plan to
expand Bahama Breeze and Smokey Bones at a pace that will enable each new
restaurant to capture the concept's full potential. The specific number of
openings will depend on many factors, such as our ability to locate appropriate
sites, negotiate acceptable purchase or lease terms, obtain necessary local
governmental permits, complete construction and recruit and train restaurant
management and hourly personnel.

We consider location to be a critical factor in determining a restaurant's
long-term success, and we devote significant effort to the site selection
process. Prior to entering a market, we conduct a thorough study to determine
the optimal number and placement of restaurants. Our site selection process
incorporates a variety of analytical techniques to evaluate key factors. These
factors include trade area demographics, such as target population density and
household income levels; competitive influences in the trade area; the site's
visibility, accessibility and traffic volume; and proximity to activity centers
such as shopping malls, hotel/motel complexes, offices and universities. Members
of senior management evaluate, inspect and approve each restaurant site prior to
its acquisition. Constructing and opening a new restaurant typically takes 120
to 180 days after the site is acquired and permits are obtained.

The following table illustrates the approximate average capital investment,
size and dining capacity of the 11 Red Lobster and 20 Olive Garden restaurants
that were opened during fiscal 2002 (excluding relocations, rebuilds and
conversion of existing restaurants).

Capital Square Dining Dining
Investment(1) Feet(2) Seats(3) Tables(4)

Red Lobster........................ $3,634,000 6,865 204 60
Olive Garden....................... $3,814,000 7,838 213 50

<FN>

(1) Includes net present value of leases, but excludes working capital.
(2) Includes all space under the roof, including the coolers and freezers, but
excludes gazebos, pavilions and porte cocheres.
(3) Includes bar dining seats and patio seating, but excludes bar stools.
(4) Includes patio dining tables.
</FN>

We systematically review the performance of our restaurants to ensure that
each meets our standards. When a restaurant falls below minimum standards, we
conduct a thorough analysis to determine the causes, and implement marketing and
operational plans to improve that restaurant's performance. If performance does
not improve to acceptable levels, the restaurant is evaluated for relocation,
closing or conversion to one of our other concepts.

During fiscal 2002, we permanently closed five, rebuilt one and relocated
six Red Lobster restaurants in the United States, and closed one Red
Lobster restaurant in Canada. During the same period, we permanently closed one
and relocated one Olive Garden restaurant in the United States, and none in
Canada.

Restaurant Operations

We believe that high-quality restaurant management is critical to our
long-term success. We also believe that our leadership position, strong
success-oriented culture and various short-term and long-term incentive
programs, including stock options and restricted stock, help attract and retain
highly motivated restaurant managers.

Our restaurant management structure varies by concept and restaurant size.
Each restaurant is led by a general manager and one to four additional managers,
depending on the operating complexity and sales volume of the restaurant. Each
restaurant also employs approximately 65 to 140 hourly employees, most of whom
work part-time. We issue detailed operations manuals covering all aspects of
restaurant operations, as well as food and beverage manuals which detail the
preparation procedures of our formulated recipes. The restaurant management
teams are responsible for the day-to-day operation of each restaurant and for
ensuring compliance with our operating standards. At our two largest concepts,
Red Lobster and Olive Garden, restaurant general managers report to directors,
and each director is responsible for seven to 14 restaurants. Restaurants are
visited regularly by all levels of supervision to help ensure strict adherence
to all aspects of our standards.

Each concept's vice president or director of training, together with senior
operations executives, is responsible for developing and maintaining that
concept's operations training programs. These efforts include a 12-to 15-week
training program for management trainees, and continuing development programs
for managers, supervisors and directors. The emphasis of the training and
development programs varies by restaurant concept, but includes leadership,
restaurant business management and culinary skills. We also use a highly
structured training program to open new restaurants, including deploying
training teams experienced in all aspects of restaurant operations. The opening
training teams typically begin work one week prior to opening and remain at the
new restaurant one week following the opening. They are redeployed as
appropriate to enable a smooth transition to the restaurant's operating staff.

Quality Assurance

Our Quality Assurance Department helps ensure that all restaurants provide
high-quality food in a clean and safe environment. Through rigorous physical
evaluation and testing at our North American laboratories and through "Point
Source Inspection" in southeastern Asia, we seek to purchase only seafood that
meets or exceeds our specifications. Since 1976, we have maintained a
microbiological laboratory to routinely test seafood and other commodities for
quality and microbiological safety. In addition, quality assurance managers
visit each restaurant periodically throughout the year to review food handling
and to provide education and training in food safety and sanitation. The quality
assurance managers also serve as a liaison to regulatory agencies on issues
relating to food safety. We use independent third party auditors to inspect and
evaluate commodity vendors. In this manner, we attempt to ensure that our
suppliers maintain good manufacturing practices and operate with the
comprehensive industry standard Hazard Analysis Critical Control Points programs
in place.

Purchasing and Distribution

Our ability to ensure a consistent supply of high-quality food and supplies
at competitive prices to all of our restaurant concepts depends upon procurement
from reliable sources. Our purchasing staff sources, negotiates and purchases
food and supplies from more than 2,500 suppliers in 45 countries. Suppliers must
meet strict quality control standards in the development, harvest, catch and
production of food products. Competitive bids, long-term contracts and long-term
vendor relationships are routinely used to manage availability and cost of
products.

We believe that our seafood purchasing capabilities are a significant
competitive advantage. Our purchasing staff travels routinely within the United
States and internationally to source more than 100 varieties of top-quality
seafood at competitive prices. We believe that we have established excellent
long-term relationships with key seafood vendors, and source product directly
from producers (not brokers or middlemen) predominantly and whenever possible.
We operate a procurement office in Singapore to source products directly from
Asia. While the supply of certain seafood species is volatile, we believe that
we have the ability to identify alternative seafood products and to adjust our
menus as necessary. All other essential food products are available, or can be
made available upon short notice, from alternative qualified suppliers. Because
of the relatively rapid turnover of perishable food products, inventories in the
restaurants have a modest aggregate dollar value in relation to revenues.
Controlled inventories of specified products are distributed to all restaurants
through national distribution companies.

Advertising and Marketing

We believe that we have developed significant marketing and advertising
capabilities. Our size enables us to be a dominant advertiser in the casual
dining segment of the restaurant industry. We leverage the efficiency of

national network television advertising and supplement it with local market
television advertising. Our restaurants appeal to a broad spectrum of consumers
and we use advertising and product promotions to attract customers. We implement
periodic promotions as appropriate to maintain and increase our sales and
profits. We also rely on radio and newspaper advertising, as well as newspaper
and direct mail couponing programs, as appropriate, to attract customers. We
have developed and consistently use sophisticated consumer marketing research
techniques to monitor customer satisfaction and evolving expectations.

Employees

At the end of fiscal 2002, we employed approximately 133,200 persons. Of
these employees, approximately 1,300 were corporate or concept personnel located
in our restaurant support center in Orlando, Florida, approximately 5,800 were
restaurant management personnel in the restaurants or in field offices, and the
remainder were hourly restaurant personnel. Of the restaurant support center
employees, approximately 58% were management personnel and the balance were
administrative or office employees. Our operating executives have an average of
more than 14 years of experience with us. The restaurant general managers
average 11 years with us. We believe that we provide working conditions and
compensation that compare favorably with those of our competitors. Most
employees, other than restaurant management and corporate management, are paid
on an hourly basis. None of our employees are covered by a collective bargaining
agreement. We consider our employee relations to be good.

Management Information Systems

We strive for leadership in the restaurant business by using technology as
a competitive advantage. Since 1975, computers located in the restaurants have
been used to assist in the management of the restaurants. We have implemented
systems targeted at improved financial control, cost management, enhanced guest
service and improved employee effectiveness. Management information systems are
designed to be used across restaurant concepts, yet are flexible enough to meet
the unique needs of each restaurant concept. During fiscal 2002, we implemented
a suite of web-enabled financial systems and a high-speed data network
connecting all restaurants to all current and future applications. We are
currently completing an upgrade of our human resource (including payroll and
benefits) systems using web-enabled and fully integrated application suites.

Restaurant hardware and software support is provided or coordinated from
the restaurant support center in Orlando, Florida, seven days a week, 24 hours a
day. A communications network sends and receives critical business data to and
from the restaurants throughout the day and night, providing timely and
extensive information on business activity in every location. The restaurant
support center houses our data center, which contains sufficient computing power
to process information from all restaurants quickly and efficiently. Our
information is processed in a secured environment to protect both the actual
data and the physical assets. We guard against business interruption by
maintaining a disaster recovery plan, which includes storing critical business
information off-site, testing the disaster recovery plan at a hot-site facility
and providing on-site power backup via a large diesel generator. We use
internally developed proprietary software, as well as purchased software, with
proven, non-proprietary hardware. This allows processing power to be distributed
effectively to each of our restaurants.

Our management believes its current systems and the upgrades currently
underway will position us well to support current needs and future growth. We
are committed to maintaining an industry leadership position in information
systems and computing technology. We use a strategic information systems
planning process that involves senior management and is integrated into our
overall business planning. Information systems projects are prioritized based
upon strategic, financial, regulatory and other business advantage criteria.

Competition

The restaurant industry is intensely competitive with respect to food
quality, price, service, restaurant location, concept, attractiveness of
facilities, and effectiveness of advertising and marketing programs. The
restaurant business is often affected by changes in consumer tastes; national,
regional or local economic conditions; demographic trends; traffic patterns; the
type, number and location of competing restaurants; and consumers' discretionary
purchasing power. We compete within each market with national and regional
chains as well as locally-owned restaurants, not only for customers but also for
management and hourly personnel and suitable real estate sites. Restaurants also
face growing competition from the supermarket industry, which offers "convenient

meals" in the form of improved entrees and side dishes from the deli section. We
expect intense competition to continue in all of these areas.

Other factors pertaining to our competitive position in the industry are
addressed under the sections entitled "Forward-Looking Statements," "Purchasing
and Distribution," "Advertising and Marketing," and "Management Information
Systems," elsewhere in this report.

Trademarks and Related Agreements

We regard our Darden Restaurants(R), Red Lobster(R), Olive Garden(R),
Bahama Breeze(R) and Smokey Bones(R) BBQ Sports Bar service marks, and other
variations of these service marks, as having significant value and as being
important in marketing the restaurants. Our policy is to pursue registration of
our important service marks and trademarks whenever possible and to oppose
vigorously any infringement of them.

Our only restaurant operations outside of North America historically have
been conducted through an Area Development and Franchise Agreement with Red
Lobster Japan Co., Ltd. (Red Lobster Japan), an unaffiliated Japanese
corporation. In December 2001, the parent company of Red Lobster Japan agreed to
sell all the shares of Red Lobster Japan to another Japanese corporation,
subject to our approval. In February 2002, we entered into an amendment to the
Franchise Agreement to provide our approval, and to make certain modifications
to the terms of the agreement. Red Lobster Japan operated 33 Red Lobster
restaurants in Japan as of May 26, 2002. We do not have an ownership interest in
Red Lobster Japan, but receive royalty income under the Franchise Agreement. The
amount of this income is not material to our consolidated financial statements.

Seasonality

Our sales volumes fluctuate seasonally. During fiscal years 2002, 2001 and
2000, our sales were highest in the spring, lowest in the fall, and comparable
during winter and summer. Holidays, severe weather, storms and similar
conditions may impact sales volumes seasonally in some operating regions.

Government Regulation

We are subject to various federal, state and local laws affecting our
business. Each of our restaurants must comply with licensing requirements and
regulations by a number of governmental authorities, which include health,
safety and fire agencies in the state or municipality in which the restaurant is
located. The development and operation of restaurants depend on selecting and
acquiring suitable sites, which are subject to zoning, land use, environmental,
traffic and other regulations. To date, we have not been significantly affected
by any difficulty, delay or failure to obtain required licenses or approvals.

Presently about nine percent of our sales are attributable to the sale of
alcoholic beverages. Regulations governing their sale require licensure by each
site (in most cases, on an annual basis), and licenses may be revoked or
suspended for cause at any time. These regulations relate to many aspects of
restaurant operation, including the minimum age of patrons and employees, hours
of operation, advertising, wholesale purchasing, inventory control and handling,
and storage and dispensing of alcoholic beverages. The failure of a restaurant
to obtain or retain these licenses would adversely affect the restaurant's
operations. We also are subject in certain states to "dram-shop" statutes, which
generally provide an injured party with recourse against an establishment that
wrongfully serves alcoholic beverages to an intoxicated person, who then causes
injury. We carry liquor liability coverage as part of our comprehensive general
liability insurance.

We also are subject to federal and state minimum wage laws and other laws
governing such matters as overtime, tip credits, working conditions, safety
standards, and hiring and employment practices. Changes in these laws during
fiscal 2002 have not had a material effect on our operations.

We currently are operating under a Tip Rate Alternative Commitment ("TRAC")
agreement with the Internal Revenue Service. Through increased educational and
other efforts in the restaurants, the TRAC agreement reduces the likelihood of
potential chain-wide employer-only FICA assessments for unreported tips.

We are subject to federal and state environmental regulations, but these
rules have not had a material effect on our operations. During fiscal 2002,
there were no material capital expenditures for environmental control facilities
and no such expenditures are anticipated.

Our facilities must comply with the applicable requirements of the
Americans With Disabilities Act of 1990 ("ADA") and related state statutes.
Under the ADA and related state laws, when constructing or undertaking
significant remodeling of our restaurants, we must make them more readily
accessible to disabled persons, to better provide service to disabled persons,
or make reasonable accommodation for the employment of disabled persons.

Executive Officers

Our executive officers as of August 19, 2002 are:

Joe R. Lee, age 61, has been our Chief Executive Officer since December
1994 and Chairman of the Board since April 1995. Mr. Lee 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, Inc., a
manufacturer and marketer of consumer food products and our former parent,
including Vice Chairman, with responsibility for various consumer foods
businesses and corporate staff functions, Chief Financial Officer and Executive
Vice President, Finance and International Restaurants.

Bradley D. Blum, age 48, has been our Vice Chairman since March 2002, and
acting President of Smokey Bones since August 2002.**. He was our Executive Vice
President from September 1997 until March 2002, and President of Olive Garden
from December 1994 until March 2002, and has been a Director since 1997. He
joined us in 1994 as Senior Vice President of Marketing for Olive Garden and
served as our Senior Vice President from 1995 until 1997. Prior to that time, he
held various positions during a 16-year career with General Mills, Inc., a
manufacturer and marketer of consumer food products and our former parent.

Richard E. Rivera, age 55, has been our Vice Chairman since March 2002, and
acting President of Bahama Breeze since August 2002.** He was our Executive Vice
President, President of Red Lobster Restaurants and a Director from December
1997 until March 2002. He served as President and Chief Executive Officer of
Chart House Restaurants, Inc. from July until December 1997, as President and
Chief Executive Officer of RARE Hospitality International, Inc., the owner of
LongHorn Steakhouse restaurants, from 1994 to 1997, and as President and Chief
Executive Officer of TGI Friday's, Inc. from 1988 to 1994. He began his career
with Steak & Ale Restaurants of America and has held various leadership
positions in the industry over the last 25 years, including Director of the
National Restaurant Association.

Blaine Sweatt, III, age 54, has been our Executive Vice President since
April 1995, President, New Business Development since September 1996, and a
Director since 1995. He joined Red Lobster in 1976 and was named Director of New
Restaurant Concept Development in 1981. From 1976 to 1995, he held various
positions with General Mills, Inc., a manufacturer and marketer of consumer food
products and our former parent. He led the teams that developed the Olive
Garden, Bahama Breeze and Smokey Bones concepts, among others.

Laurie B. Burns, age 40, has been our Senior Vice President, Development
since September 2000. She joined us in April 1999 as Vice President of
Development for Red Lobster. She was a private real estate consultant from
October 1998 until joining us in April 1999, and was Regional Vice President for
Development for the Eastern United States at Homestead Village, an extended-stay
hotel company, from 1995 to 1998.

Linda J. Dimopoulos, age 51, has been our Senior Vice President, Chief
Information Officer with overall responsibility for information services and
systems since December 1999. She joined us in 1982, and was named Director,
Corporate Analysis in 1985. In 1986, she was named Vice President, Controller
for Red Lobster, and then Vice President, Information Services. She served as
Senior Vice President, Financial Operations of Red Lobster from 1993 to July
1998, and as our Senior Vice President, Corporate Controller and Business
Information Systems from July 1998 until assuming her current position.

Gary Heckel, age 49, served as our Senior Vice President from June 1999,
and President of Bahama Breeze from July 1998, until his resignation in August
2002.** He joined us in 1995 as Vice President, Operations in our New Business
Development division. He served as Senior Vice President, Operations for Bahama
Breeze from August 1997 until July 1998. His career in the restaurant industry
includes employment with several major quick service and casual dining
restaurant companies, such as Burger King Corporation, Taco Bell Corp. and TGI
Friday's, Inc.

Stephen E. Helsel, age 57, has been our Senior Vice President, Corporate
Controller since December 1999. He joined us in 1973 as an accountant with Red
Lobster, and was named Vice President, Controller of Red Lobster in 1989. He
served as our Vice President, Controller, Accounting Services from 1991 to 1996,
and as Senior Vice President, Information Services from 1996 until December
1999.

Daniel M. Lyons, age 49, has been our Senior Vice President, Human
Resources since January 1997. He joined us in 1993 as Senior Vice President of
Personnel for Olive Garden. Prior to joining Olive Garden, he spent 18 years
with the Quaker Oats Company.

Andrew Madsen, age 46, has been our Senior Vice President and President of
Olive Garden since March 2002. He joined us in December 1998 as Executive Vice
President of Marketing for Olive Garden. From 1997 until joining us, he was
President of International Master Publishers, Inc., a company that developed and
marketed consumer information products such as magazines and compact discs. From
1993 until 1997, he worked at James River (now part of Georgia-Pacific
Corporation, a diversified paper and building products manufacturer), where he
held various positions, including Vice President/General Manager for the Dixie
consumer products unit.

Robert W. Mock, age 50, served as our Senior Vice President from July 1998,
and President of Smokey Bones from September 1999, until leaving those roles in
August 2002.** He joined us in 1969. He served as Executive Vice President and
General Manager of Red Lobster Canada from 1992 to 1994, and as Executive Vice
President, Operations for Olive Garden from 1994 until July 1998.

Edna Morris, age 50, has been our Senior Vice President and President of
Red Lobster since March 2002. She joined us in October 1998 and served from then
until March 2002 as Executive Vice President of Operations for Red Lobster. From
1992 until joining us, she held various positions with Advantica Restaurant
Group, Inc., the parent of Denny's and other restaurant companies, including
President of Quincy's Family Steakhouse from 1996 to 1998 and Executive Vice
President during 1998.

Barry Moullet, age 44, has been our Senior Vice President, Purchasing,
Distribution and Food Safety since June 1999. He joined us in July 1996 as
Senior Vice President, Purchasing and Distribution. Prior to joining us, he
spent 15 years in the purchasing field in various positions with Restaurant
Services, Inc., a Burger King purchasing co-operative, Kentucky Fried Chicken
and the Pillsbury Company.

Clarence Otis, Jr., age 46, has been our Executive Vice President, Chief
Financial Officer since March 2002. He was our Senior Vice President, Chief
Financial Officer from December 1999 until March 2002. He joined us in 1995 as
Vice President and Treasurer. He served as our Senior Vice President, Investor
Relations and Treasurer from July 1997 to July 1998, and as Senior Vice
President, Finance and Treasurer from July 1998 until December 1999. Prior to
joining us, he was employed by Chemical Securities, Inc., an investment banking
firm, where he had been Managing Director and Manager of Public Finance since
1991.

Paula J. Shives, age 51, has been our Senior Vice President, General
Counsel and Secretary since June 1999. She served as Senior Vice President,
General Counsel and Secretary (1995-1999) and Associate General Counsel
(1985-1995) of Long John Silver's Restaurants, Inc., until May 1999.

Richard J. Walsh, age 50, has been our Senior Vice President, Corporate
Relations since 1994. He joined General Mills, Inc., our former parent, in 1984
as Manager of Government Affairs for Red Lobster. He served as Vice President of
Government and Community Relations for General Mills Restaurants, Inc. from 1987
until assuming his current position in December 1994.

** On August 19, 2002, we announced that Vice Chairman Brad Blum will serve
as acting President of Smokey Bones, and that Smokey Bones President Bob Mock
was leaving his role as President of Smokey Bones and Senior Vice President of
Darden in order to take a personal leave of absence to devote more time to
personal and family priorities. Also on August 19, 2002, we announced that Vice
Chairman Dick Rivera will serve as acting President of Bahama Breeze, and that
Bahama Breeze President Gary Heckel had announced his resignation. Mr. Heckel
will serve in a consulting role for Bahama Breeze.

Forward-Looking Statements

Certain information included in this report and other materials filed or to be
filed by us with the Commission (as well as information included in oral or
written statements made by us or on our behalf), may contain forward-looking
statements about our future performance, plans and objectives, long-term goals,
forecasts of market trends and other matters. These statements may be contained
in our filings with the Securities and Exchange Commission, in our press
releases, in other written communications, and in oral statements made by or
with the approval of one of our authorized officers. Words or phrases such as
"believe," "plan," "will likely result," "expect," "intend," "will continue,"
"is anticipated," "estimate," "project" and similar expressions are intended to
identify forward-looking statements. These statements, and any other statements
that are not historical facts, are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, as codified in Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, as amended from time to time (the "Act"). These forward-looking
statements include, but are not limited to, projections regarding: casual dining
sales growth; the ability of the casual dining segment to weather economic
downturns; demographic trends; our expansion plans, business development
activities and future sales expectations; and our long-term goal of increasing
market share.

In connection with the "safe harbor" provisions of the Act, we are filing
the following cautionary statements to identify important factors, risks and
uncertainties that could cause our actual results to differ materially from
those projected in forward-looking statements made by us, or on our behalf.
These cautionary statements are to be used as a reference in connection with any
forward-looking statements. The factors, risks and uncertainties identified in
these cautionary statements are in addition to those contained in any other
cautionary statements, written or oral, which may be made or otherwise addressed
in connection with a forward-looking statement or contained in any of our
subsequent filings with the Securities and Exchange Commission. Because of these
factors, risks and uncertainties, we caution against placing undue reliance on
forward-looking statements. Although we believe that the assumptions underlying
its forward-looking statements are reasonable, any of the assumptions could be
incorrect, and there can be no assurance that the forward-looking statements
will prove to be accurate. Forward-looking statements speak only as of the date
on which they are made. We do not undertake any obligation to modify or revise
any forward-looking statement to take into account or otherwise reflect
subsequent events, or circumstances arising after the date that the
forward-looking statement was made.

The following factors, risks and uncertainties, have affected, and may
continue to affect, our operating results and the environment within which we
conduct our business. If our projections and estimates regarding these key
factors differ materially from what actually occurs, our actual results could
vary significantly from the performance projected in its forward-looking
statements.

Competition. The casual dining sector of the restaurant industry is
intensely competitive in pricing, service, location, personnel, and type and
quality of food. We compete with national, regional and local organizations
primarily through the quality, variety and value perception of menu items. The
number and location of restaurants, quality and efficiency of service,
attractiveness of facilities and effectiveness of advertising and marketing
programs are also important factors. We anticipate that intense competition will
continue in all of these areas.

Economic, Market and Other Conditions. The casual dining sector of the
restaurant industry is affected by changes in national, regional and local
economic conditions; the seasonality of our business; consumer preferences,
including changes in consumer tastes and the level of consumer acceptance of our
restaurant concepts; consumer spending patterns; demographic trends; consumer
perceptions of food safety, that could be negatively impacted by publicity
concerning food-borne illnesses; employee availability; weather; traffic
patterns; and the type, number and location of competing restaurants. Factors
such as inflation, food costs, labor and benefit costs, legal claims, and the
availability of management and hourly employees also affect restaurant
operations and administrative expenses. Our ability to undertake new restaurant
development, as well as improvements and additions to existing restaurants, is
affected by economic conditions, including interest rates, and government
policies impacting land and construction costs and the cost and availability of
borrowed funds.

Changes in Food Costs and Other Costs. Our profitability is significantly
dependent on our ability to anticipate and react to changes in the cost of food,
labor, advertising and media, employee benefits and similar costs over which we
have little control. The price and availability of commodities, including but
not limited to items such as shrimp, lobster and dairy products, are subject to
fluctuation and could increase or decrease more than we expect. We are subject
to the general risk of inflation, and possible shortages or interruptions in
supply caused by adverse weather or other conditions that could adversely affect
the availability and cost of these and other items we buy. There can be no
assurance that management will be able to anticipate and react to increased
costs without a material adverse effect on profitability.

Importance of Locations. The success of our restaurants depends in large
part on location. There can be no assurance that current locations will continue
to be attractive, as demographic patterns change. Possible declines in
neighborhoods where restaurants are located, or economic conditions surrounding
those neighborhoods, could result in reduced sales in those locations.

Government Regulation. We are subject to various federal, state and local
laws affecting our business. The development and operation of restaurants depend
to a significant extent on the selection and acquisition of suitable sites,
which are subject to zoning, land use, environmental, traffic and other
regulations. Restaurant operations are also subject to licensing and regulation
by state and local departments relating to health, liquor licenses, sanitation
and safety standards, federal and state labor laws (including applicable minimum
wage requirements, overtime, working and safety conditions, and citizenship
requirements), federal and state laws which prohibit discrimination and other
laws regulating the design and operation of facilities, such as the Americans
With Disabilities Act of 1990. We cannot predict the effect on our operations of
these laws and regulations or the future enactment of additional legislation
regulating these and other areas.

Growth Plans. There can be no assurance that we will be able to achieve our
growth objectives or that new restaurants opened or acquired will be profitable.
The opening and success of restaurants depends on various factors, including the
identification and availability of suitable and economically viable locations;
sales levels at existing restaurants; the negotiation of acceptable lease or
purchase terms for new locations; obtaining all required governmental permits,
including zoning approvals and liquor licenses, on a timely basis; other
regulatory compliance; the availability of necessary contracts and
subcontractors and the ability to meet construction schedules; our ability to
manage union activities such as picketing, which could delay construction; the
availability of capital at affordable cost to finance growth; changes in the
weather or other acts of God that could result in construction delays and
adversely affect the results of one or more restaurants for an indeterminate
amount of time; our ability to hire and train qualified management personnel;
and general economic and business conditions.

Item 2. PROPERTIES

As of May 26, 2002, we operated 1,211 restaurants (including 667 Red
Lobster, 496 Olive Garden, 29 Bahama Breeze and 19 Smokey Bones restaurants) and
one Olive Garden Cafe in the following locations:

Alabama (19) Iowa (14) Nevada (11) South Dakota (3)
Arizona (27) Kansas (11) New Hampshire (3) Tennessee (26)
Arkansas (10) Kentucky (14) New Jersey (27) Texas (104)
California (90) Louisiana (7) New Mexico (8) Utah (11)
Colorado (25) Maine (3) New York (47) Vermont (1)
Connecticut (9) Maryland (20) North Carolina (27) Virginia (40)
Delaware (4) Massachusetts (8) North Dakota (4) Washington (21)
Florida (124) Michigan (49) Ohio (70) West Virginia (5)
Georgia (46) Minnesota (21) Oklahoma (17) Wisconsin (19)
Hawaii (1) Mississippi (7) Oregon (10) Wyoming (2)
Idaho (6) Missouri (27) Pennsylvania (57) Canada (37)
Illinois (54) Montana (2) Rhode Island (2)
Indiana (37) Nebraska (7) South Carolina (18)

Of our 1,211 restaurants and the one Olive Garden Cafe open on May 26,
2002, 777 were located on owned sites and 435 were located on leased sites. The
435 leases are classified as follows:

Land-Only Leases (we own buildings and equipment)............................ 320
Ground and Building Leases................................................... 61
Space/In-Line/Other Leases................................................... 54
----

Total............................................................... 435
===

During fiscal 1999, we formed two subsidiary corporations, each of which
elected to be taxed as a Real Estate Investment Trust ("REIT") under Sections
856 through 860 of the Internal Revenue Code. These elections limit the
activities of both corporations to holding certain real estate assets. The
formation of these two REITs is designed primarily to assist us in managing our
real estate portfolio and possibly to provide a vehicle to access capital
markets in the future.

Both REITs are non-public REITs. Through our subsidiary companies, we
indirectly own 100 percent of all voting stock and greater than 99.5 percent of
the total value of each REIT. For financial reporting purposes, both REITs are
included in our consolidated group.

We own our executive offices, culinary center and training facilities in
Orlando, Florida. Except in limited instances, our restaurant sites and other
facilities are not subject to mortgages or encumbrances securing money borrowed
by us from outside sources. In the opinion of our management, all buildings and
equipment are in good condition, suitable for their purposes and adequate for
our current and foreseeable needs.

See also Note 4 "Land, Buildings and Equipment" and Note 11 "Leases" of
Notes to Consolidated Financial Statements on pages 33 and 37, respectively, of
the Company's 2002 Annual Report to Shareholders, incorporated herein by
reference.

Item 3. LEGAL PROCEEDINGS

From time to time, we are made a party to legal proceedings arising in the
ordinary course of business. We do not believe that the results of these legal
proceedings, even if unfavorable to us, will have a materially adverse impact on
our financial position, results of operations or cash flows. See the section
entitled "Government Regulation" for a discussion of various federal, state and
local regulatory matters.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information concerning the dividends and high and low intraday sales
prices for our common shares on the New York Stock Exchange for each full
quarterly period during fiscal 2001 and 2002 contained in Note 18, "Quarterly
Data", on page 43 of our 2002 Annual Report to Shareholders is incorporated
herein by reference. As of July 22, 2002, there were approximately 38,027 record
holders of our common shares.

Item 6. SELECTED FINANCIAL DATA

The information for fiscal 1998 through 2002, contained in the Five-Year
Financial Summary on page 44 of our 2002 Annual Report to Shareholders, is
incorporated herein by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information set forth in the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 18
through 23 of our 2002 Annual Report to Shareholders is incorporated herein by
reference.

Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The text under the heading "Quantitative and Qualitative Disclosures About
Market Risk" contained within "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on page 23 of our 2002 Annual Report to
Shareholders is incorporated herein by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Independent Auditors' Report, Consolidated Statements of Earnings,
Consolidated Balance Sheets, Consolidated Statements of Changes in Stockholders'
Equity and Accumulated Other Comprehensive Income, Consolidated Statements of
Cash Flows, and Notes to Consolidated Financial Statements on pages 24 through
44 of our 2002 Annual Report to Shareholders are incorporated herein by
reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information contained in the sections entitled "Who Are This Year's
Nominees?" on pages 6 through 8, "What Are the Committees of the Board?" on
pages 17 through 18, and "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 36 of our definitive Proxy Statement dated August 16, 2002,
is incorporated herein by reference. Information regarding executive officers is
contained in Part I above under the heading "Executive Officers."

Item 11. EXECUTIVE COMPENSATION

The information contained in the sections entitled "How Are Directors
Compensated?" on page 18, "Summary Compensation Table" on pages 23-24, "Option
Grants in Last Fiscal Year" on page 25, "Stock Option Exercises and Holdings" on
page 26, "Long-Term Incentive Plans - Awards in Last Fiscal Year" on page 25,
"Do Executive Officers Currently Participate in a Defined Benefit Retirement
Plan?" on page 27, "Do Executive Officers Participate in a Non-Qualified
Deferred Compensation Plan" on page 27, "Do Executive Officers Have Any
Change-in-Control Arrangements?" on page 27, and "Compensation Committee
Interlocks and Insider Participation" on page 32 of our definitive Proxy
Statement dated August 16, 2002, is incorporated herein by reference. The
information appearing in the Proxy Statement under the heading "Compensation
Committee Report" (except under the heading "Compensation Committee Interlocks
and Insider Participation") is not incorporated herein.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information contained in the sections entitled "Security Ownership of
Principal Shareholders" on page 22, "Security Ownership of Management" on pages
20-21 and "Equity Compensation Plan Information", including the material under
the questions "What Are the Key Features of the 1995 Plan?", "What Are the Key
Features of the 2002 Plan?", What Are the Key Features of the Director Stock
Plan?", and "What Are the Key Features of the Compensation Plan for Non-Employee
Directors?" on pages 14-16 of our definitive Proxy Statement dated August 16,
2002, is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained in the sections entitled "Do We Provide
Incentives for Executives to Meet Their Share Ownership Guidelines?" on page 28,
and "Are There Any Other Relationships or Related Transactions Between Us and
Our Management?" on page 28 of our definitive Proxy Statement dated August 16,
2002, is incorporated herein by reference.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements:

Consolidated Statements of Earnings for the fiscal years ended May 26,
2002, May 27, 2001, and May 28, 2000 (incorporated by reference to page 25 of
our 2002 Annual Report to Shareholders).

Consolidated Balance Sheets at May 26, 2002 and May 27, 2001 (incorporated
by reference to page 26 of our 2002 Annual Report to Shareholders).

Consolidated Statements of Changes in Stockholders' Equity and Accumulated
Other Comprehensive Income for the fiscal years ended May 26, 2002, May 27,
2001, and May 28, 2000 (incorporated by reference to page 27 of our 2002 Annual
Report to Shareholders).

Consolidated Statements of Cash Flows for the fiscal years ended May 26,
2002, May 27, 2001, and May 28, 2000 (incorporated by reference to page 28 of
our 2002 Annual Report to Shareholders).

Notes to Consolidated Financial Statements (incorporated by reference to
pages 29 through 44 of our 2002 Annual Report to Shareholders).

2. Financial Statements Schedules:

Not applicable.

3. Exhibits:

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain
instruments defining the rights of holders of certain of our long-term debt are
not filed, and in lieu thereof, we agree to furnish copies thereof to the
Securities and Exchange Commission upon request.

Exhibit Number Title

3(a) Articles of Incorporation (incorporated herein by reference
to Exhibit 3(a) to our Registration Statement on Form 10
effective May 5, 1995).

3(b) Bylaws (incorporated herein by reference to Exhibit 3(b) to
our Registration Statement on Form 10 effective May 5,
1995).

4(a) Rights Agreement dated as of May 28, 1995 between us and
Wells Fargo Bank Minnesota, National Association (formerly
known as Norwest Bank Minnesota, N.A.), as amended May 23,
1996, assigned to Wachovia Bank, National Association
(formerly known as First Union National Bank), as Rights
Agent, as of September 29, 1997 (incorporated by reference
to Exhibit 4(a) to our Annual Report on Form 10-K for the
fiscal year ended May 31, 1998).

4(b) Indenture dated as of January 1, 1996, between us and Wells
Fargo Bank Minnesota, National Association (formerly known
as Norwest Bank Minnesota, N.A.), as Trustee (incorporated
herein by reference to our Current Report on Form 8-K filed
February 9, 1996).

* 10(a) Darden Restaurants, Inc. Amended and Restated Stock Option
and Long-Term Incentive Plan of 1995, as amended as of July
26, 2002.

* 10(b) Darden Restaurants, Inc. FlexComp Plan, as amended as of
July 26, 2002.

* 10(c) Darden Restaurants, Inc. Stock Option and Long-Term
Incentive Conversion Plan, as amended (incorporated herein
by reference to Exhibit 10(c) to our Annual Report on Form
10-K for the fiscal year ended May 26, 1996).

* 10(d) Supplemental Pension Plan of Darden Restaurants,
Inc.(incorporated herein by reference to Exhibit 10(d) to
our Registration Statement on Form 10 effective May 5,
1995).

* 10(e) Executive Health Plan of Darden Restaurants, Inc.
(incorporated herein by reference to Exhibit 10(e) to our
Registration Statement on Form 10 effective May 5, 1995).

* 10(f) Darden Restaurants, Inc. Stock Plan for Directors, as
amended as of July 26, 2002.

* 10(g) Darden Restaurants, Inc. Compensation Plan for
Non-Employee Directors, as amended as of July 26, 2002.

* 10(h) Darden Restaurants, Inc. Management and Professional
Incentive Plan, as amended (incorporated by reference to
Exhibit 10(h) to our Annual Report on Form 10-K for the
fiscal year ended May 28, 2000).

* 10(i) Benefits Trust Agreement dated as of October 3, 1995,
between us and Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota,
N.A.), as Trustee (incorporated herein by reference to
Exhibit 10(i) to our Annual Report on Form 10-K for the
fiscal year ended May 25, 1997).

* 10(j) Form of Management Continuity Agreement, as amended,
between us and certain of our executive officers
(incorporated herein by reference to Exhibit 10(j) to our
Annual Report on Form 10-K for the fiscal year ended May 25,
1997).

* 10(k) Form of documents for our Fiscal 1998 Stock
Purchase/Option Award program, including a Non-Negotiable
Promissory Note and a Stock Pledge Agreement (incorporated
herein by reference to Exhibit 10(k) to our Annual Report on
Form 10-K for the fiscal year ended May 27, 2001).

* 10(l) Darden Restaurants, Inc. Restaurant Management and
Employee Stock Plan of 2000, as amended as of July 26, 2002.

12 Computation of Ratio of Consolidated Earnings to Fixed
Charges.

13 Portions of 2002 Annual Report to Shareholders.

21 Subsidiaries of Darden Restaurants, Inc.

23 Independent Accountants' Consent.

24 Powers of Attorney.

99(a) Statement under oath of Principal Executive Officer
regarding facts and circumstances relating to Exchange Act
filings, dated August 19, 2002;

99(b) Statement under oath of Principal Financial Officer
regarding facts and circumstances relating to Exchange Act
filings, dated August 19, 2002;

99(c) Written statement of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, dated August
19, 2002.

99(d) Written statement of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 dated August
19, 2002.

* Items that are management contracts or compensatory plans or arrangements
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K and
Item 601(b)(10)(iii)(A) of Regulation S-K.

We will furnish copies of any exhibit listed above upon request upon the
payment of a reasonable fee to cover our expenses in furnishing such
exhibit.

(b) Reports on Form 8-K. During the last quarter covered by this report,
we filed the following current reports on Form 8-K:

(i) Current report on Form 8-K dated March 4, 2002, reporting the
sale of $150,000,000 in Medium Term Notes.

(ii) Current report on Form 8-K dated March 21, 2002, reporting
certain financial results for the third quarter of fiscal 2002
and announcing a 3-for-2 stock split.

(iii)Current report on Form 8-K dated March 26, 2002, announcing new
leadership structure.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: August 19, 2002 DARDEN RESTAURANTS, INC.

By: /s/ Joe R. Lee
---------------------------------
Joe R. Lee
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

Signature Title Date

/s/ Joe R. Lee Director, Chairman of the Board and Chief August 19, 2002
- -------------------------------
Joe R. Lee Executive Officer (Principal executive officer)

/s/ Clarence Otis, Jr. Executive Vice President and Chief Financial Officer August 19, 2002
- -------------------------------
Clarence Otis, Jr. (Principal financial and accounting officer)

/s/ Bradley D. Blum* Director
- -------------------------------
Bradley D. Blum

/s/ Leonard L. Berry* Director
- -------------------------------
Leonard L. Berry

/s/ Odie C. Donald* Director
- -------------------------------
Odie C. Donald

/s/ Julius Erving, II* Director
Julius Erving, II

/s/ David H. Hughes* Director
- -------------------------------
David H. Hughes

/s/ Cornelius McGillicuddy, III* ** Director
- ------------------------------------
Cornelius McGillicuddy, III

/s/ Richard E. Rivera* Director
- -------------------------------
Richard E. Rivera

/s/ Michael D. Rose* Director
- -------------------------------
Michael D. Rose

/s/ Maria A. Sastre* Director
- -------------------------------
Maria A. Sastre

/s/ Jack A. Smith* Director
- -------------------------------
Jack A. Smith

/s/ Blaine Sweatt, III* Director
Blaine Sweatt, III

/s/ Rita P. Wilson* Director
- -------------------------------
Rita P. Wilson

*BY: /s/ Paula J. Shives
---------------------------
Paula J. Shives,
Attorney-In-Fact
August 19, 2002

** Popularly known as Senator Connie Mack, III. Senator Mack signs legal
documents, including this Form 10-K, under his legal name of Cornelius
McGillicuddy, III.

EXHIBIT INDEX

Exhibit
Number Title

3(a) Articles of Incorporation (incorporated herein by reference
to Exhibit 3(a) to our Registration Statement on Form 10
effective May 5, 1995).

3(b) Bylaws (incorporated herein by reference to Exhibit 3(b) to
our Registration Statement on Form 10 effective May 5,
1995).

* 10(a) Darden Restaurants, Inc. Amended and Restated Stock
Option and Long-Term Incentive Plan of 1995, as amended as
of July 26, 2002.

* 10(b) Darden Restaurants, Inc. FlexComp Plan as amended as of
July 26, 2002.

* 10(d) Supplemental Pension Plan of Darden Restaurants, Inc.
(incorporated herein by reference to Exhibit 10(d) to our
Registration Statement on Form 10 effective May 5, 1995).

* 10(e) Executive Health Plan of Darden Restaurants, Inc.
(incorporated herein by reference to Exhibit 10(e) to our
Registration Statement on Form 10 effective May 5, 1995).

* 10(f) Darden Restaurants, Inc. Stock Plan for Directors, as
amended as of July 26, 2002.

* 10(g) Darden Restaurants, Inc. Compensation Plan for
Non-Employee Directors, as amended as of July 26, 2002.

*10(l) Darden Restaurants, Inc. Restaurant Management and
Employee Stock Plan of 2000, as amended as of July 26, 2002.

12 Computation of Ratio of Consolidated Earnings to Fixed
Charges.

13 Portions of 2002 Annual Report to Shareholders.

21 Subsidiaries of Darden Restaurants, Inc.

23 Independent Accountants' Consent.

24 Powers of Attorney.

99(a) Statement under oath of Principal Executive Officer
regarding facts and circumstances relating to Exchange Act
filings, dated August 19, 2002;

99(b) Statement under oath of Principal Financial Officer
regarding facts and circumstances relating to Exchange Act
filings, dated August 19, 2002;

99(c) Written statement of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, dated August
19, 2002.

99(d) Written Statement of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, dated August
19, 2002.

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* Items marked with an asterisk are management contracts or compensatory plans
or arrangements required to be filed as an exhibit pursuant to Item 14 of Form
10-K and Item 601(b)(10)(iii)(A) of Regulation S-K.