Darden Restaurants, Inc.
                             5900 Lake Ellenor Drive
                                Orlando, FL 32809
                                  407-245-5811
VIA EDGAR

July 29, 2005

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC  20549

Re:      Darden Restaurants, Inc. (File No. 1-13666)
         Annual Report on Form 10-K for year ended May 29, 2005
         Instruction D(3) - Changes in accounting practices

Ladies and Gentlemen:

On behalf of Darden Restaurants,  Inc. ("Darden"),  I am submitting herewith for
filing with the Commission by EDGAR Darden's  Annual Report on Form 10-K for the
year ended May 29, 2005 (the "Form 10-K").

Pursuant to General  Instruction  D(3) to Form 10-K,  please be advised that the
financial  statements in the Form 10-K, included as Exhibit 13, reflect a change
from the preceding year in accounting principles or practices,  or in the method
of applying such principles or practices.

As  previously  disclosed,  following a December  2004 review of the  accounting
adjustments  citied in  several  recent  Form 8-K  filings  by other  restaurant
companies, and in consultation with our independent registered public accounting
firm,  KPMG  LLP,  Darden  Restaurants,  Inc.  ("we,"  "our"  or the  "Company")
determined  that  one  of the  adjustments  in  those  filings  relating  to the
treatment of lease accounting and leasehold depreciation applied to us, and that
it was  appropriate to adjust certain of our prior  financial  statements.  As a
result,  on  December  15,  2004,  our  Board of  Directors  concluded  that our
previously-filed financial statements for the fiscal years 1996 through 2004 and
for the first  quarter of fiscal 2005 should be  restated  (the  "Restatement").
Historically,  when accounting for leases with renewal options, we recorded rent
expense on a  straight-line  basis over the initial  non-cancelable  lease term,
with the term  commencing  when actual rent payments  began.  We depreciate  our
buildings,   leasehold   improvements  and  other  long-lived  assets  on  those
properties  over a period that  includes both the initial  non-cancelable  lease
term and all option periods provided for in the lease (or the useful life of the
assets if shorter).  We previously  believed that these longstanding  accounting
treatments were appropriate under generally accepted accounting  principles.  We
restated our financial  statements to recognize rent expense on a  straight-line
basis over the expected lease term,  including  cancelable  option periods where
failure to exercise such options would result in an economic penalty.  The lease
term  commences  on the  date  when we  become  legally  obligated  for the rent
payments. These adjustments were not attributable to any material non-compliance
by us, as a result of any misconduct,  with any financial reporting requirements
under the  securities  laws.  We filed  Amendment  No. 1 on Form  10-K/A  ("Form
10-K/A")  to our Annual  Report on Form 10-K for the  fiscal  year ended May 30,
2004, initially filed with the Securities and Exchange Commission (the "SEC") on
August 12,  2004 (the  "Original  Filing")  to reflect  restatements  of (i) our
consolidated  balance  sheets  at May 30,  2004  and May 25,  2003  and (ii) our
consolidated  statements  of  earnings,  changes  in  stockholders'  equity  and
accumulated other  comprehensive  income (loss),  and cash flows, for the fiscal
years ended May 30, 2004,  May 25, 2003 and May 26, 2002,  and the notes related
thereto.

Our financial  statements in our Form 10-K, included as Exhibit 13, for the year
ended May 29, 2005,  include the same  accounting  principles  and  practices as
those included in our Form 10-K/A, in all material respects.

Thank you, and please call me at 407-245-5811 if you have any questions.

Very truly yours,

/s/ Douglas E. Wentz

Douglas E. Wentz
Senior Associate General Counsel and
Assistant Secretary

Enclosure