SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q
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(MarkOne)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended August 29, 1999

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

For the transition period from ............ to ............

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1-13666
Commission File Number
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DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)

Florida 59-3305930
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

-------------------------

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. X Yes No
----- -----

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APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of shares of common stock outstanding as of September 27, 1999:
131,418,755 (excluding 34,050,825 shares held in treasury).

DARDEN RESTAURANTS, INC.

TABLE OF CONTENTS

Page
Part I - Financial Information

Item 1. Financial Statements

Consolidated Statements of Earnings 3

Consolidated Balance Sheets 4

Consolidated Statements of Changes in
Stockholders' Equity 5

Consolidated Statements of Cash Flows 6

Notes to Consolidated Financial Statements 7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8

Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K 10

Signatures 11

Index to Exhibits 12

PART I
FINANCIAL INFORMATION

Item 1. Financial Statements

DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands, Except per Share Data)
(Unaudited)

Thirteen Weeks Ended
- -------------------------------------------------------------------------------------------------------
August 29, 1999 August 30, 1998
- -------------------------------------------------------------------------------------------------------

Sales ...................................................... $ 929,391 $ 886,057
Costs and Expenses:
Cost of sales:
Food and beverages...................................... 298,828 296,415
Restaurant labor........................................ 295,119 282,550
Restaurant expenses..................................... 132,121 131,987
---------- ----------
Total Cost of Sales................................... $ 726,068 $ 710,952
Selling, general and administrative....................... 94,150 84,787
Depreciation and amortization............................. 31,370 31,012
Interest, net............................................. 4,576 5,435
---------- ----------
Total Costs and Expenses............................ $ 856,164 $ 832,186
---------- ----------

Earnings before Income Taxes................................ 73,227 53,871
Income Taxes................................................ (25,914) (18,692)
---------- ----------

Net Earnings................................................ $ 47,313 $ 35,179
========== ==========

Net Earnings per Share:
Basic..................................................... $ 0.36 $ 0.25
========== ==========
Diluted................................................... $ 0.35 $ 0.24
========== ==========

Average Number of Common Shares Outstanding:
Basic..................................................... 132,200 139,700
========== ==========
Diluted................................................... 136,400 145,900
========== ==========

See accompanying notes to consolidated financial statements.

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

(Unaudited)
- -----------------------------------------------------------------------------------------------------
August 29, 1999 May 30, 1999
- -----------------------------------------------------------------------------------------------------

ASSETS
Current Assets:
Cash and cash equivalents................................. $ 30,285 $ 40,960
Receivables............................................... 22,526 20,256
Inventories............................................... 192,492 144,115
Net assets held for disposal.............................. 35,692 35,269
Prepaid expenses and other current assets................. 16,327 21,475
Deferred income taxes..................................... 60,890 65,662
----------- -----------
Total Current Assets.................................... $ 358,212 $ 327,737
Land, Buildings and Equipment............................... 1,468,629 1,473,535
Other Assets................................................ 102,482 104,388
----------- -----------

Total Assets.......................................... $ 1,929,323 $ 1,905,660
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable.......................................... $ 156,202 $ 144,725
Short-term debt........................................... 27,000 23,500
Current portion of long-term debt......................... 2,386 2,386
Accrued payroll........................................... 63,946 74,265
Accrued income taxes...................................... 18,923 16,544
Other accrued taxes....................................... 26,573 25,965
Other current liabilities................................. 231,377 246,830
----------- -----------
Total Current Liabilities............................... $ 526,407 $ 534,215
Long-term Debt.............................................. 313,490 314,065
Deferred Income Taxes....................................... 72,389 72,086
Other Liabilities........................................... 21,334 21,258
----------- -----------
Total Liabilities..................................... $ 933,620 $ 941,624
----------- -----------

Stockholders' Equity:
Common stock and surplus.................................. $ 1,341,274 $ 1,328,796
Retained earnings......................................... 225,321 178,008
Treasury stock............................................ (493,869) (466,902)
Accumulated other comprehensive income.................... (12,458) (12,115)
Unearned compensation..................................... (64,565) (63,751)
----------- -----------
Total Stockholders' Equity............................ $ 995,703 $ 964,036
----------- -----------

Total Liabilities and Stockholders' Equity.......... $ 1,929,323 $ 1,905,660
=========== ===========

See accompanying notes to consolidated financial statements.

DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Thirteen Weeks Ended August 29, 1999 and August 30, 1998
(In Thousands)
(Unaudited)

- ----------------------------------------------------------------------------------------------------------------------------
Common Accumulated
Stock Other Total
and Retained Treasury Comprehensive Unearned Stockholders'
Surplus Earnings Stock Income Compensation Equity
- ----------------------------------------------------------------------------------------------------------------------------

Balance at May 30, 1999.................... $1,328,796 $178,008 $(466,902) $(12,115) $(63,751) $ 964,036
Comprehensive income:
Net earnings............................. 47,313 47,313
Other comprehensive income, foreign
currency adjustment.................... (343) (343)
----------
Total comprehensive income........... 46,970
Stock option exercises (602 shares)........ 5,314 5,314
Issuance of restricted stock (158 shares),
net of forfeiture adjustments............ 2,181 (2,153) 28
Earned compensation........................ 739 739
ESOP note receivable repayments............ 600 600
Income tax benefit credited to equity...... 3,361 3,361
Proceeds from issuance of equity put
options.................................. 1,139 1,139
Purchases of common stock for treasury
(1,367 shares)........................... (27,425) (27,425)
Issuance of treasury stock under Employee
Stock Purchase Plan (52 shares) ......... 483 458 941
- ----------------------------------------------------------------------------------------------------------------------------
Balance at August 29, 1999................. $1,341,274 $225,321 $(493,869) $(12,458) $(64,565) $ 995,703
- ----------------------------------------------------------------------------------------------------------------------------

Balance at May 31, 1998.................... $1,286,191 $ 48,327 $(239,876) $(11,749) $(63,048) $1,019,845
Comprehensive income:
Net earnings............................. 35,179 35,179
Other comprehensive income, foreign
currency adjustment.................... (1,981) (1,981)
----------
Total comprehensive income........... 33,198
Stock option exercises (1,167 shares)...... 9,881 9,881
Issuance of restricted stock (288 shares),
net of forfeiture adjustments............ 3,263 (3,235) 28
Earned compensation........................ 472 472
Income tax benefit credited to equity...... 3,633 3,633
Proceeds from issuance of equity put
options.................................. 826 826
Purchases of common stock for treasury
(3,219 shares)........................... (52,626) (52,626)
- ----------------------------------------------------------------------------------------------------------------------------
Balance at August 30, 1998................. $1,303,794 $83,506 $(292,502) $(13,730) $(65,811) $1,015,257
- ----------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

Thirteen Weeks Ended
- ------------------------------------------------------------------------------------------------------------------
August 29, 1999 August 30, 1998
- ------------------------------------------------------------------------------------------------------------------

Cash Flows--Operating Activities
Net earnings.................................................... $ 47,313 $ 35,179
Adjustments to reconcile net earnings to cash flow:
Depreciation and amortization................................. 31,370 31,012
Amortization of unearned compensation and loan costs.......... 1,406 1,099
Change in current assets and liabilities...................... (50,484) 19,990
Change in other liabilities .................................. 76 266
Loss (gain) on disposal of land, buildings and equipment...... 214 (866)
Deferred income taxes......................................... 5,075 4,524
Other, net.................................................... 381 (574)
--------- ---------
Net Cash Provided by Operating Activities................... $ 35,351 $ 90,630
--------- ---------

Cash Flows--Investing Activities
Purchases of land, buildings and equipment...................... (40,602) (24,364)
Purchases of intangibles........................................ (583) (508)
Decrease (increase) in other assets............................. 1,271 (207)
Proceeds from disposal of land, buildings and equipment
(including net assets held for disposal)...................... 7,073 12,825
--------- ---------
Net Cash Used by Investing Activities....................... $ (32,841) $ (12,254)
--------- ---------

Cash Flows--Financing Activities
Proceeds from issuance of common stock.......................... 6,246 9,881
Income tax benefit credited to equity........................... 3,361 3,633
Purchases of treasury stock..................................... (27,425) (52,626)
ESOP note receivable repayment.................................. 600
Increase (decrease) in short-term debt.......................... 3,500 (45,600)
Repayment of long-term debt..................................... (606) (5)
Proceeds from issuance of equity put options.................... 1,139 826
--------- ---------
Net Cash Used by Financing Activities....................... $ (13,185) $ (83,891)
--------- ---------

Decrease in Cash and Cash Equivalents.............................. (10,675) (5,515)
Cash and Cash Equivalents - Beginning of Period.................... 40,960 33,505
--------- ---------

Cash and Cash Equivalents - End of Period.......................... $ 30,285 $ 27,990
========= =========

Cash Flow from Changes in Current Assets and Liabilities
Receivables..................................................... (2,270) 4,211
Inventories..................................................... (48,377) 37,222
Prepaid expenses and other current assets....................... (2,210) 384
Accounts payable................................................ 11,477 (28,534)
Accrued payroll................................................. (10,319) (13,011)
Accrued income taxes............................................ 2,379 22,083
Other accrued taxes............................................. 608 1,342
Other current liabilities....................................... (1,772) (3,707)
--------- ---------
Change in Current Assets and Liabilities...................... $ (50,484) $ 19,990
========= =========

See accompanying notes to consolidated financial statements.

DARDEN RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar Amounts in Thousands, Except per Share Data)

Note 1. Background
----------

These consolidated financial statements do not include certain information
and footnotes required by generally accepted accounting principles for complete
financial statements. However, in the opinion of management, all adjustments
considered necessary for a fair presentation have been included and are of a
normal recurring nature. Operating results for the thirteen weeks ended August
29, 1999 are not necessarily indicative of the results that may be expected for
the fiscal year ended May 28, 2000.

These statements should be read in conjunction with the consolidated
financial statements and footnotes included in our annual report on Form 10-K
for the year ended May 30, 1999. The accounting policies used in preparing these
consolidated financial statements are the same as those described in our annual
report on Form 10-K.

Note 2. Consolidated Statements of Cash Flows
-------------------------------------

During the thirteen weeks ended August 29, 1999, Darden paid $7,902 for
interest (net of amount capitalized) and $16,274 for income taxes. During the
thirteen weeks ended August 30, 1998, Darden paid $8,673 for interest (net of
amount capitalized) and received income tax refunds of $10,051.

Note 3. Net Earnings Per Share
----------------------

Outstanding stock options issued by the Company represent the only dilutive
effect reflected in diluted weighted average shares outstanding. Options to
purchase 2,621,129 and 3,000 shares of common stock were excluded from the
calculation of diluted earnings per share for the thirteen weeks ended August
29, 1999 and August 30, 1998, respectively, because their exercise prices
exceeded the average market price of common shares for the period.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following table sets forth selected restaurant operating data as a
percentage of sales for the periods indicated. All information is derived from
the consolidated statements of earnings for the thirteen weeks ended August 29,
1999 and August 30, 1998.

Thirteen Weeks Ended
- --------------------------------------------------------------------------------
August 29, 1999 August 30, 1998
- --------------------------------------------------------------------------------

Sales..................................... 100.0% 100.0%
Costs and Expenses:
Cost of sales:
Food and beverages.................... 32.1 33.4
Restaurant labor...................... 31.8 31.9
Restaurant expenses................... 14.2 14.9
------ ------
Total Cost of Sales................. 78.1% 80.2%
Selling, general and administrative..... 10.1 9.6
Depreciation and amortization........... 3.4 3.5
Interest, net........................... 0.5 0.6
------ ------
Total Costs and Expenses.......... 92.1% 93.9%
------ ------
Earnings before Income Taxes.............. 7.9 6.1
Income Taxes.............................. (2.8) (2.1)
------ ------

Net Earnings.............................. 5.1% 4.0%
====== ======

For the fiscal 2000 first quarter ended August 29, 1999, earnings after tax
were $47.3 million or 35 cents per diluted share, compared to earnings after tax
of $35.2 million or 24 cents per diluted share in the first quarter of last
year. The increase in first quarter earnings was primarily attributable to
strong same-restaurant sales at both Red Lobster and Olive Garden. Sales of
$929.4 million for the first quarter were 4.9% higher than last year's first
quarter.

Food and beverage costs for the first quarter were 32.1% of sales, compared
to 33.4% of sales last year primarily attributable to reduced costs, pricing and
a lower margin promotion run by Red Lobster during the first quarter last year.
Restaurant labor costs amounting to 31.8% of sales were comparable to last
year's 31.9% of sales. Restaurant expenses decreased to 14.2% of sales compared
to 14.9% last year primarily due to the fixed component of these expenses which
are not impacted by higher sales volumes. The increase in first quarter selling,
general and administrative expenses to 10.1% of sales compared to 9.6% of sales
last year was primarily attributable to increased marketing expenses and
additional labor costs associated with strong financial performance and new
concept expansion and development. Depreciation and amortization as a percentage
of sales decreased to 3.4% compared to last year's 3.5% primarily as a result of
higher sales volume.

The effective tax rate for the first quarter of fiscal 2000 was 35.4%
compared to 34.7% in last year's first quarter. The increase in the effective
tax rate reflects a higher level of expected pre-tax income for fiscal 2000.

Inventories totaled $192.5 million as of August 29, 1999, up from $144.1
million at May 30, 1999. The increase resulted primarily from purchases of
seafood at prices which the Company believes were favorable. This additional
seafood is expected to be used during the current fiscal year.

Division Results
- ----------------

Red Lobster sales of $522.5 million were 1.8% above last year's first
quarter. Same-restaurant sales in the United States were up 4.0% for the
quarter, marking the seventh consecutive quarter of same-restaurant sales
increases. First quarter operating profit improved significantly over the prior
year primarily as a result of favorable food and beverage costs and restaurant
expenses as a percentage of sales. These results were achieved even though Red
Lobster operated 29 fewer restaurants than the same period last year and did not
repeat its high volume "Bottomless Crab" promotion that helped to generate its
high sales and traffic volumes in the first quarter of last year.

Olive Garden continued its positive momentum in the first quarter with a
7.8% increase in sales to $396.0 million. Same-restaurant sales in the United
States increased 8.1%, representing the twentieth consecutive quarter of
same-restaurant sales increases. First quarter operating profits were
substantially improved over the prior year primarily due to increased sales and
lower food and beverage costs and restaurant expenses as a percentage of sales.

Bahama Breeze continues to produce strong sales at each of its six
restaurants. Six additional restaurants are currently under construction, all of
which have expected fiscal 2000 opening dates.

The table below details the number of restaurants open at the end of the
first quarter of fiscal 2000, compared with the number open at the end of May
1999 and the end of last fiscal year's first quarter. In addition, the Company
opened its first Smokey Bones BBQ and Hometown Sports Bar restaurant on
September 13, 1999 in Orlando, Florida.

NUMBER OF RESTAURANTS

- --------------------------------------------------------------------------------
August 29, 1999 May 30, 1999 August 30, 1998
- --------------------------------------------------------------------------------

Red Lobster - USA............ 617 635 646
Red Lobster - Canada......... 34 34 34
------ ------ ------
Total................... 651 669 680

Olive Garden - USA........... 459 459 459
Olive Garden - Canada........ 5 5 5
------ ------ ------
Total................... 464 464 464

Bahama Breeze................ 6 6 3
------ ------ ------

Total................... 1,121 1,139 1,147
====== ====== ======

Year 2000
- ---------

The total costs to the Company of Year 2000 activities has not been and is
not anticipated to be material to its financial position or results of
operations in any given year. As of August 29, 1999, the Company had spent
approximately $3.2 million on Year 2000 issues. This amount does not include the
costs incurred to develop and install new systems resulting from the Company's
seafood inventory accounting system project which was already contemplated for
replacement. The total costs to the Company of addressing Year 2000 issues is
estimated to be less than $5 million. These total costs are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events, including the continued availability of certain resources,
third-party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved, and actual results could differ
from those estimates.

Forward-Looking Statements
- --------------------------

Certain information included in this report and other materials filed or to
be filed by the Company with the Securities and Exchange Commission (as well as
information included in oral statements or written statements made or to be made
by the Company) may contain statements that are forward-looking within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements include
information relating to current expansion plans, business development
activities, and Year 2000 compliance. Such forward-looking information is based
on assumptions concerning important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such
results may differ from those expressed in any forward-looking statements made
by or on behalf of the Company. These risks and uncertainties include, but are
not limited to, those relating to real estate development and construction
activities, the issuance and renewal of licenses and permits for restaurant
development and operation, economic conditions, changes in federal or state laws
or the administration of such laws, and the Year 2000 readiness of suppliers,
banks, vendors and others having a direct or indirect business relationship with
the Company.

PART II
OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

*Exhibit 10(a) Darden Restaurants, Inc. Amended and Restated
Stock Option and Long-Term Incentive Plan of
1995, as approved September 23, 1999

Exhibit 12 Computation of Ratio of Consolidated Earnings to
Fixed Charges

Exhibit 27 Financial Data Schedule

(b) Reports on Form 8-K.

(i) On June 22, 1999, the Company filed a current report on Form
8-K to announce fourth quarter financial results for fiscal
year 1999.

(ii) On June 28, 1999, the Company filed a current report on Form
8-K to announce the appointment of Barry Moullet to Senior
Vice President of Darden Restaurants.

- ------------------------
* Items that are management contracts or compensatory plans or arrangements
required to be filed as an exhibit pursuant to Item 6(a) of Form 10-Q.

SIGNATURES

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 thereunto duly authorized.

DARDEN RESTAURANTS, INC.

Dated: October 7, 1999 By: /s/ Paula J. Shives
------------------------------------------
Paula J. Shives
Senior Vice President,
General Counsel and Secretary

Dated: October 7, 1999 By: /s/ Linda Dimopoulos
------------------------------------------
Linda Dimopoulos
Senior Vice President - Corporate
Controller and Business Information
Systems (Principal accounting officer)

INDEX TO EXHIBITS

Exhibit
Number Exhibit Title Page
- ------- ------------- ----

*10(a) Darden Restaurants, Inc. Amended and Restated
Stock Option and Long-Term Incentive Plan of
1995, as approved September 23, 1999 13

12 Computation of Ratio of Consolidated Earnings
to Fixed Charges 20

27 Financial Data Schedule 21

- ------------------------
* Items that are management contracts or compensatory plans or arrangements
required to be filed as an exhibit pursuant to Item 6(a) of Form 10-Q.