As filed with the Securities and Exchange Commission on May 11, 2004.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                  May 11, 2004


                            Darden Restaurants, Inc.
             (Exact name of registrant as specified in its charter)


         Florida                      1-13666                    59-3305930
(State or other jurisdiction    (Commission file number)       (IRS employer
     of incorporation)                                       identification No.)



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



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



                                 Not Applicable
          (Former name or former address, if changed since last report)







Item 5.           Other Events.
                  ------------

                  On May 11, 2004, the Company issued a news release entitled
                  "Darden Restaurants Reports Asset Impairment and Restructuring
                  Charge," a copy of which is being filed herewith as Exhibit
                  99.

























                                        2








                                   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 hereunto duly authorized.



Dated:  May 11, 2004                  DARDEN RESTAURANTS, INC.



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
























                                        3











                                INDEX TO EXHIBITS


Exhibit Number           Description of Exhibit


         99              Press Release dated May 11, 2004, entitled "Darden
                         Restaurants Reports Asset Impairment and Restructuring
                         Charge."
































                                        4







                                                                      EXHIBIT 99
DARDEN RESTAURANTS

Red Lobster(R)Olive Garden(R)Bahama Breeze(R)Smokey Bones(R)
         www.darden.com
                                                      NEWS/INFORMATION
                                                      Corporate Relations
                                                      P.O. Box 593330
                                                      Orlando, FL  32859
                                    Contacts:
                                    (Analysts) Matthew Stroud (407) 245-6458
                                    (Media)    Jim DeSimone   (407) 245-4567
FOR RELEASE
May 11, 2004
8:00 AM ET

                        DARDEN RESTAURANTS REPORTS ASSET
                       IMPAIRMENT AND RESTRUCTURING CHARGE

     ORLANDO, FL - Darden Restaurants,  Inc., (NYSE: DRI) today reported that it
closed six Bahama Breeze  restaurants and will record an estimated $22.5 million
non-cash,  after-tax  charge ($36.7 million pre-tax) for asset impairment in the
fourth  quarter  ending May 30,  2004.  In addition to the closing of six Bahama
Breeze restaurants, this charge includes a write down of the value of four other
Bahama  Breeze  restaurants,  one Olive  Garden and one Red Lobster  restaurant,
which will remain in operation.  The Company will also record an estimated  $0.6
million after-tax charge ($1.0 million pre-tax) for restaurant  closing costs in
the fourth  quarter.  These  actions  will  reduce  fourth  quarter  earnings by
approximately 14 cents per diluted share.
     The Company estimates that the growth in annual earnings per diluted share,
including  this  charge,  will  be in the  range  of 2% to 5% for  fiscal  2004.
Excluding this charge,  the Company estimates that the growth in annual earnings
per diluted  share will be in the range of 12% to 15% for fiscal 2004,  which is
consistent with the Company's previously announced expectations.
     "This action  strengthens  Bahama  Breeze,"  said Joe R. Lee,  Chairman and
Chief  Executive  Officer of Darden  Restaurants.  "By  closing  underperforming
restaurants,  we have  cleared the way for Bahama  Breeze to become a meaningful
contributor to Darden's future earnings.  This action follows the recent opening
of a new,  reduced-investment  prototype in  Pittsburgh,  which we believe could
offer  the  opportunity  for  future  expansion.  We  remain  excited  about the
long-term potential for Bahama Breeze."
     "Our decision,  while difficult, is the right decision," said Laurie Burns,
President of Bahama Breeze.  "These sites were not in the best locations for our
brand and were a financial drain on the rest of our company. The changes we made
over the past year to broaden our appeal and improve  financial  performance are
working.  Our business is  improving  at both lunch and dinner in our  remaining
restaurants   and   guests   continue   to  tell  us  they  love  our   terrific
Caribbean-inspired,   food,  drink  and  atmosphere.  Our  newest  prototype  in
Pittsburgh  has sales  volumes and guest  satisfaction  measures that exceed our
expectations. We're now positioned for growth and excited about our future."

                                     -MORE-






                                       -2-

     The employees and  management of each closed  restaurant  will be given the
opportunity to pursue transferring to other Bahama Breeze or Darden restaurants.
Following  these  actions,  Bahama  Breeze  will  operate 32  restaurants  in 14
markets.  Annual  sales for Bahama  Breeze in fiscal 2004,  excluding  the sales
contributions of the closed  restaurants,  are expected to be $159 million.  The
Company  expects a pre-tax  cash flow  benefit of  approximately  $11 million in
fiscal 2005  resulting  from the sales  proceeds of these six closed  properties
plus the elimination of their operating  losses.  The Company now estimates that
Bahama Breeze will be accretive to earnings in fiscal 2005.
     Darden Restaurants,  Inc.,  headquartered in Orlando, FL, owns and operates
over 1,300 Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones and Seasons 52
restaurants, with annual sales of over $4.7 billion.

Forward-looking statements in this news release, if any, are made under the Safe
Harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Certain  important  factors could cause results to differ  materially from those
anticipated by the forward-looking statements,  including the impact of changing
economic or business conditions, the impact of competition,  the availability of
favorable  credit  and  trade  terms,  the  impact  of  changes  in the  cost or
availability of food and real estate, government regulation, construction costs,
weather  conditions  and other  factors  discussed  from time to time in reports
filed by the Company with the Securities and Exchange Commission.

                                      -END-