SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Amendment No. 1
                                   FORM 10-K/A

(Mark One)

/ X / ANNUAL  REPORT  PURSUANT  TO  SECTION 13  OR  15(d)  OF  THE  SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

                    For the fiscal year ended May 26, 1996

/   / TRANSITION  REPORT  PURSUANT TO  SECTION 13  OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                      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     (I.R.S. Employer Identification No.)
     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


       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. [ X ]


      Aggregate  market  value of Common  Stock  held by  non-affiliates  of the
Registrant,  based on the  closing  price of $8.750 per share as reported on the
New York Stock Exchange on July 22, 1996: $1,371 million.

      Number   of  shares  of   Common   Stock   outstanding   as  of  July  22,
1996:157,723,887 (excluding 2,065,213 shares held in the treasury).


                     DOCUMENTS    INCORPORATED   BY   REFERENCE
         Portions of Registrant's Proxy Statement dated August 2, 1996
  are incorporated by reference into Part III, and portions of Registrant's
                        Annual Report to Stockholders
             are incorporated by reference into Parts I, II and IV




      This Amendment is being submitted for the purpose of adjusting the
document count, tags and headers for the exhibits contained in the electronic 
filing of the registrant's annual report on Form 10-K for the fiscal year ended 
May 26, 1996, in accordance with the requirements of the Electronic Data 
Gathering and Retrieval (EDGAR) System.  In all other respects, the 
exhibits submitted with this Amendment are identical to those previously filed 
with the registrant's Form 10-K.



                              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: October 29, 1996                      DARDEN RESTAURANTS, INC.
                                                  By: /s/ C.L. Whitehill
                                                      C.L. Whitehill
                                                  Senior Vice President,
                                              General Counsel and Secretary