UNITED STATES
                       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 16, 2005



                            Darden Restaurants, Inc.
               (Exact Name of Registrant as Specified in Charter)


        Florida                         1-13666                   59-3305930
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
    of Incorporation)                                     Identification Number)

        5900 Lake Ellenor Drive, Orlando, Florida                    32809

        (Address of Principal Executive Offices)                   (Zip Code)

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



                                 Not Applicable
                      -------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))





                                        
Item 1.01.     Entry into a Material Definitive Agreement.

               Item 3.03 below is incorporated herein by reference.

Item 3.03      Material Modification to Rights of Security Holders.

     On May 16, 2005,  the Board of Directors of Darden  Restaurants,  Inc. (the
"Company"),  a Florida corporation,  declared a dividend (the "Dividend") of one
preferred share purchase right (a "Right") for each outstanding  share of common
stock,  without par value. The dividend is payable on May 25, 2005 to holders of
record as of the close of  business  on such  date.  The  specific  terms of the
Rights are contained in the Rights  Agreement,  dated as of May 16, 2005, by and
between the Company and Wachovia Bank, National Association, as Rights Agent.

     The Board of Directors has authorized the adoption of a Rights Agreement to
protect  shareholders from coercive or otherwise unfair takeover tactics and the
Rights will replace certain  preferred share purchase rights that will expire as
of the close of business on May 24, 2005. In general terms,  the Rights impose a
significant penalty upon any person or group which acquires beneficial ownership
of 15% or more of the  Company's  outstanding  common  stock  without  the prior
approval of the Board of  Directors.  The Company,  its  subsidiaries,  employee
benefit plans of the Company or any of its subsidiaries,  and any entity holding
common stock for or pursuant to the terms of any such plan will be excepted.

     Following is a summary of the terms of the Rights Agreement.  The following
summary is qualified  in its  entirety by the full text of the Rights  Agreement
which is attached as Exhibit 4.1 hereto and incorporated by reference herein.

The Rights.  The Rights will initially trade with, and will be inseparable from,
the common stock.  The Rights will be evidenced  only by the  certificates  that
represent shares of common stock, and not by separate  certificates.  New Rights
will  accompany any new shares of common stock we issue after May 25, 2005 until
the  earlier of the  Distribution  Date  described  below or the  redemption  or
expiration of the Rights.

Exercise  Price.  Each Right will allow its holder to purchase  from our Company
one  one-thousandth  of a share of Series A Participating  Cumulative  Preferred
Stock (a "Preferred Share") for $120, once the Rights become  exercisable.  Each
one-thousandth of a Preferred Share will give the shareholder  approximately the
same dividend and liquidation  rights as would one share of common stock.  Prior
to  exercise,  the Right  does not give its  holder  any  dividend,  voting,  or
liquidation rights.

Exercisability. The Rights will not be exercisable until:

o    10 days after the public  announcement that a person or group has become an
     "Acquiring Person" by obtaining  beneficial ownership of 15% or more of our
     outstanding common stock, or, if earlier,

o    10  business  days (or a later date  determined  by the Board of  Directors
     before any person or group  becomes an Acquiring  Person) after a person or
     group begins a tender or exchange

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     offer which, if consummated,  would result in that person or group becoming
     an Acquiring Person.

     We  refer  to  the  date  when  the  Rights  become   exercisable   as  the
"Distribution  Date." Until that date, the common stock  certificates  will also
evidence the Rights,  and any transfer of shares of common stock will constitute
a transfer of Rights.  After that date, the Rights will separate from the common
stock and be evidenced by book-entry  credits or by Rights  certificates that we
will  mail to all  eligible  holders  of common  stock.  Any  Rights  held by an
Acquiring Person are void and may not be exercised.

     The Board of Directors  may reduce the threshold at which a person or group
becomes an  Acquiring  Person  from 15% to not less than 10% of the  outstanding
common stock subject to the limitation  that the Board may not cause a person or
group to become an Acquiring Person solely by virtue of the Board's reducing the
threshold below the percentage interest that such person or group already owns.

Consequences of a Person or Group Becoming an Acquiring Person.
--------------------------------------------------------------

o    Flip In. If a person or group becomes an Acquiring  Person,  all holders of
     Rights except the Acquiring Person may, for $120 per Right, purchase shares
     of our common stock with a market value of $240,  based on the market price
     of the common stock prior to such acquisition.

o    Flip  Over.  If our  Company  is  later  acquired  in a merger  or  similar
     transaction  after the  Distribution  Date for the  Rights,  all holders of
     Rights except the Acquiring Person may, for $120 per Right, purchase shares
     of the  acquiring  corporation  with a market  value of $240,  based on the
     market price of the acquiring corporation's stock prior to such merger.

Preferred Share Provisions.
--------------------------

Each one one-thousandth of a Preferred Share, if issued:

o    will not be redeemable.

o    will entitle holders to quarterly  dividend payments of $.001, or an amount
     equal to the  dividend  paid on one share of  common  stock,  whichever  is
     greater.

o    will entitle holders upon liquidation  either to receive $1.00 or an amount
     equal to the  payment  made on one  share of  common  stock,  whichever  is
     greater.

o    will have the same voting power as one share of common stock.

o    will entitle  holders to a per share  payment  equal to the payment made on
     one share of common stock if shares of our common stock are  exchanged  via
     merger, consolidation, or a similar transaction.

The  value  of a  one  one-thousandth  interest  in  a  Preferred  Share  should
approximate the value of one share of common stock.

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Expiration.  The Rights will  expire at the close of  business on May 25,  2015,
unless earlier redeemed or exchanged, as discussed below.

Redemption. The Board of Directors shall have the right to redeem the Rights for
$.01 per Right at any time  before  any  person or group  becomes  an  Acquiring
Person. If the Board redeems any Rights, it must redeem all of the Rights.  Once
the Rights are  redeemed,  the only  right of the  holders of Rights  will be to
receive the redemption  price of $.01 per Right.  The  redemption  price will be
adjusted if we have a stock split or stock  dividends with respect to our common
stock.

Exchange.  After a person or group  becomes an Acquiring  Person,  but before an
Acquiring  Person owns 50% or more of our  outstanding  common stock,  the Board
shall have the right to extinguish  the Rights by exchanging one share of common
stock or an  equivalent  security for each Right,  other than Rights held by the
Acquiring Person.

Anti-Dilution Provisions.  The Board shall have the right to adjust the purchase
price of the Preferred  Shares,  the number of Preferred Shares issuable and the
number of  outstanding  Rights to prevent  dilution  that may occur from a stock
dividend,  a stock split, a  reclassification  of the Preferred Shares or common
stock. No adjustments to the Exercise Price of less than 1% will be made.

Amendments.  The Board  shall  have the  right to amend the terms of the  Rights
Agreement without the consent of the holders of the Rights.  However,  the Board
shall not have the right to amend the Rights Agreement to lower the threshold at
which a  person  or group  becomes  an  Acquiring  Person  to  below  10% of our
outstanding  common  stock.  In addition,  the Board shall not have the right to
cause a person or group to become an Acquiring Person by lowering this threshold
below the  percentage  interest that such person or group already owns.  After a
person or group becomes an Acquiring Person,  the Board shall not have the right
to amend the agreement in a way that adversely affects holders of the Rights.

Item 9.01         Financial Statements and Exhibits.

(C)    Exhibits.    The following exhibits are filed as part of this report:

          4.1       Rights  Agreement,  dated as of May 16, 2005, by and between
                    Darden   Restaurants,   Inc.  and  Wachovia  Bank,  National
                    Association, as Rights Agent.

          99.1      Press Release, dated May 16, 2005.








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                                   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.



Date: May 16, 2005

                                       DARDEN RESTAURANTS, INC.

                                       By:  /s/ Paula J. Shives      
                                           ---------------------------------
                                           Name: Paula J. Shives
                                           Title: Senior Vice President, General
                                                  Counsel and Secretary




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                                  EXHIBIT INDEX

Exhibit
Number                            Description


  4.1          Rights Agreement, dated as of May 16, 2005, by and between Darden
               Restaurants,  Inc. and Wachovia Bank,  National  Association,  as
               Rights Agent.

  99.1         Press Release, dated May 16, 2005.














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