SecProbe.io

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                               DARDEN RESTAURANTS
        _______________________________________________________________
        Red Lobster(R) Olive Garden(R) Bahama Breeze(R) Smokey Bones(R)

December 14, 2005

By EDGAR Electronic Transmission

Ms. Linda Cvrkel
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E. Mail Stop 3561
Washington, D.C. 20549

Re:  Darden Restaurants, Inc.
     Form 10-K for the fiscal year ended May 29, 2005 Filed July 29, 2005
     File No. 1-13666

Dear Ms. Cvrkel:

We are  responding to your letter dated November 30, 2005, in which you provided
a comment on the Darden Restaurants, Inc. ("Company") Annual Report on Form 10-K
for the fiscal year ended May 29, 2005.  We appreciate  the Staff's  comment and
our response is set forth below.

Annual Report on Form 10-K for the fiscal year ended May 29, 2005
Notes to Consolidated Financial Statements, page 22
Note 1.  Summary of Significant Accounting Policies, page 22
Food and Beverage Costs, page 23

1.   Supplementally  tell us, with a view toward  expanded  disclosure in future
     filings,  the nature of the arrangements  related to your vendor allowances
     received  and  how  you  determined  that  your  accounting   treatment  is
     appropriate.  Further,  tell us the accounting  literature  supporting your
     accounting treatment.

     In the ordinary  course of our business,  we enter into  long-term food and
     beverage  agreements with vendors.  The terms of certain agreements include
     allowances to be provided by the vendors  based on the volume  purchased by
     us each year.  Advance  payments are made by the vendors based on estimates
     of volume to be purchased  from the vendors and the terms of the agreement.
     Differences   between   estimated  and  actual  purchases  are  settled  in
     accordance with the terms of the agreements, typically each year.

     As disclosed under "Food and Beverage Costs" in Note 1 to our  Consolidated
     Financial Statements, upon receiving the advance allowances, we recognize a
     liability on the balance sheet.  As we make purchases from the vendors each
     period,  we  recognize  the pro rata  portion  of  allowances  earned  as a
     reduction of food and beverage costs for that period.

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     We  believe  our  accounting   treatment  of  these  vendor  allowances  is
     appropriate based on the criteria established in EITF 02-16, "Accounting by
     a Customer (Including a Reseller) for Certain Consideration Received from a
     Vendor."  EITF  02-16  concluded  that  cash  consideration  received  by a
     customer  from a vendor is presumed to be a reduction  of the prices of the
     vendor's products or services and should,  therefore, be characterized as a
     reduction  of  cost of  sales  when  recognized  in the  customer's  income
     statement.  EITF 02-16 provides two situations in which this presumption is
     overcome.  We do not  believe  the terms of our  agreements  meet these two
     situations.  We  also  believe  our  policy  of  recognizing  the  advanced
     allowances  earned each period  based on the  purchases  from  vendors,  as
     determined by the agreements,  meets the probable and reasonably  estimable
     requirements of EITF 02-16.

     In future  filings,  we will enhance our disclosure for vendor  allowances,
     including  providing  discussion of the impact of product volumes purchased
     on the recognition of vendor allowances in our results of operations.

We acknowledge that:

o    the Company is responsible  for the adequacy and accuracy of the disclosure
     in the filings;
o    staff  comments or changes to disclosure  in response to staff  comments do
     not  foreclose  the  Commission  from taking any action with respect to the
     filing; and
o    the Company may not assert  staff  comments as a defense in any  proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

We trust that this letter is fully  responsive  to your  comment.  Please do not
hesitate to contact the  undersigned at  407-245-5224  or Douglas Wentz,  Senior
Associate General Counsel at 407-245-5811, if you have any further questions.

Respectfully,

DARDEN RESTAURANTS, INC.

By: /s/Linda J. Dimopoulos
   --------------------------
   Linda J. Dimopoulos
   Senior Vice President and Chief Financial Officer

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