DARDEN RESTAURANTS INC
8-K, 1996-05-09
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                       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 9, 1996


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


           Florida                   1-13666                 59-3305930
(State or other jurisdiction       (Commission              (IRS employer
      of incorporation)           file number)           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)



<PAGE>


Item 1.     Changes in Control of Registrant.

            Not applicable.

Item 2.     Acquisition or Disposition of Assets.

            Not applicable.

Item 3.     Bankruptcy or Receivership.

            Not applicable.

Item 4.     Changes in Registrant's Certifying Accountant.

            Not applicable.

Item 5.     Other Events.

            On May 9,  1996,  the  Registrant  issued  a news  release  entitled
            "Darden   Restaurants  Fourth  Quarter  Update"  announcing  revised
            earnings expectations for its fourth quarter and fiscal year 1996.

Item 6.     Resignations of Registrant's Directors.

            Not applicable.

Item 7.     Financial Statements and Exhibits.

            (a)   Financial statements of businesses acquired.

                  Not applicable.

            (b)   Pro forma financial information.

                  Not applicable.

            (c)   Exhibits.

                  The   following  is  filed   herewith.   The  exhibit   number
                  corresponds with Item 601(b) of Regulation S-K.

                  Exhibit No.       "Darden    Restaurants    Fourth   Quarter
                  99.1              Update" released May 9, 1996.



<PAGE>



                                   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 9, 1996                       DARDEN RESTAURANTS, INC.



                                          By:   /s/ C.L. Whitehill
                                                C. L. Whitehill
                                                Senior Vice President,
                                                General Counsel and Secretary



<PAGE>


                                INDEX TO EXHIBITS




Exhibit Number                                                      Page

99.1  "Darden Restaurants Fourth Quarter Update" released May 9, 1996. 5



<PAGE>


                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE
May 9, 1996

                   DARDEN RESTAURANTS FOURTH QUARTER UPDATE

ORLANDO,  FL -- Darden  Restaurants stated that sales and earnings for the first
two months of the fourth  fiscal  quarter,  ending May 26,  1996,  are below the
company's  previous  expectations.  As a result,  fourth  quarter  earnings  are
expected to be approximately even with last year.

Reduced expectations in fourth-quarter  earnings are attributable to a shortfall
in programmed  earnings at both Red Lobster and The Olive Garden.  Red Lobster's
increased  marketing  spending and the introduction of a new dinner menu did not
result in  anticipated  guest traffic and sales.  The Olive Garden  continues to
show improved sales and earnings for the seventh consecutive  quarter,  although
at a slower rate than during the previous three quarters of the fiscal year.

"While earnings for the fiscal year are  anticipated to show a low  double-digit
gain,"  said Joe Lee,  Chairman  and CEO,  "results  will  likely  be below  our
previous  expectations  because of the softness in the fourth quarter." Lee also
said, "We continue to expect good earnings growth in fiscal 1997."

Darden  Restaurants,  with  headquarters  in  Orlando,  Florida,  is the world's
largest casual dining company,  with 1,197  restaurants  operating under the Red
Lobster,  The Olive Garden and Bahama Breeze brands,  over 115,000 employees and
annual sales of $3.2 billion.



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