SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GEORGE DAVID C

(Last)

(First)

(Middle)

5900 LAKE ELLENOR DRIVE

(Street)

ORLANDO

32809

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres of LongHorn Steakhouse

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2007		A⁽¹⁾		1,517	A	$0.00	1,517	D
Common Stock	10/01/2007		A⁽¹⁾		1,549	A	$0.00	3,066	D
Common Stock	10/01/2007		A⁽¹⁾		1,670	A	$0.00	4,736	D
Common Stock	10/01/2007		A⁽²⁾		4,332	A	$0.00	9,068	D
Common Stock	10/01/2007		A		7,801	A	$0.00	16,869	D
Common Stock	10/01/2007		F		1,538	D	$43	15,331	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option	$16.77	10/01/2007		A⁽³⁾		17,888		10/01/2007	12/31/2010	Common Stock	17,888	$0	17,888	D
Non-Qualified Stock Option (Right-to-Buy)	$16.77	10/01/2007		A⁽³⁾		2,071		10/01/2007	12/31/2010	Common Stock	2,071	$0	2,071	D
Non-Qualified Stock Option (Right-to-Buy)	$13.55	10/01/2007		A⁽³⁾		1,491		10/01/2007	10/25/2011	Common Stock	1,491	$0	1,491	D
Non-Qualified Stock Option (Right-to-Buy)	$13.55	10/01/2007		A⁽³⁾		2,945		10/01/2007	10/25/2011	Common Stock	2,945	$0	2,945	D
Non-Qualified Stock Option (Right-to-Buy)	$19.6	10/01/2007		A⁽³⁾		3,937		10/01/2007	07/01/2012	Common Stock	3,937	$0	3,937	D
Incentive Stock Option	$19.6	10/01/2007		A⁽³⁾		1,940		10/01/2007	07/01/2012	Common Stock	1,940	$0	1,940	D
Non-Qualified Stock Option (Right-to-Buy)	$17.6	10/01/2007		A⁽³⁾		1,893		10/01/2007	09/30/2012	Common Stock	1,893	$0	1,893	D
Incentive Stock Option	$17.6	10/01/2007		A⁽³⁾		934		10/01/2007	09/30/2012	Common Stock	934	$0	934	D
Non-Qualified Stock Option (Right-to-Buy)	$20.63	10/01/2007		A⁽³⁾		3,510		10/01/2007	12/30/2012	Common Stock	3,510	$0	3,510	D
Incentive Stock Option	$20.63	10/01/2007		A⁽³⁾		1,729		10/01/2007	12/30/2012	Common Stock	1,729	$0	1,729	D
Non-Qualified Stock Option (Right-to-Buy)	$20.93	10/01/2007		A⁽³⁾		4,452		10/01/2007	03/31/2013	Common Stock	4,452	$0	4,452	D
Non-Qualified Stock Option (Right-to-Buy)	$22.19	10/01/2007		A⁽³⁾		34,959		10/01/2007	05/05/2013	Common Stock	34,959	$0	34,959	D
Incentive Stock Option	$22.19	10/01/2007		A⁽³⁾		4,961		10/01/2007	05/05/2013	Common Stock	4,961	$0	4,961	D
Non-Qualified Stock Option (Right-to-Buy)	$24.4	10/01/2007		A⁽³⁾		6,611		10/01/2007	06/30/2013	Common Stock	6,611	$0	6,611	D
Non-Qualified Stock Option (Right-to-Buy)	$25.25	10/01/2007		A⁽³⁾		933		10/01/2007	10/21/2013	Common Stock	933	$0	933	D
Incentive Stock Option	$25.25	10/01/2007		A⁽³⁾		1		10/01/2007	10/21/2013	Common Stock	1	$0	1	D
Non-Qualified Stock Option (Right-to-Buy)	$30.6	10/01/2007		A⁽³⁾		6,392		10/01/2007	02/10/2014	Common Stock	6,392	$0	6,392	D
Incentive Stock Option	$30.6	10/01/2007		A⁽³⁾		3,149		10/01/2007	02/10/2014	Common Stock	3,149	$0	3,149	D
Non-Qualified Stock Option (Right-to-Buy)	$29.48	10/01/2007		A⁽³⁾		4,829		10/01/2007	04/20/2014	Common Stock	4,829	$0	4,829	D
Incentive Stock Option	$29.48	10/01/2007		A⁽³⁾		160		10/01/2007	04/20/2014	Common Stock	160	$0	160	D
Non-Qualified Stock Option (Right-to-Buy)	$29.48	10/01/2007		A⁽³⁾		8,871		10/01/2007	04/20/2014	Common Stock	8,871	$0	8,871	D
Non-Qualified Stock Option (Right-to-Buy)	$30.22	10/01/2007		A⁽³⁾		4,990		10/01/2007	07/20/2014	Common Stock	4,990	$0	4,990	D
Non-Qualified Stock Option (Right-to-Buy)	$34.03	10/01/2007		A⁽³⁾		2,217		10/01/2007	10/19/2014	Common Stock	2,217	$0	2,217	D
Non-Qualified Stock Option (Right-to-Buy)	$35.51	10/01/2007		A⁽³⁾		7,841		10/01/2007	02/08/2016	Common Stock	7,841	$0	7,841	D
Non-Qualified Stock Option (Right-to-Buy)	$35.51	10/01/2007		A⁽³⁾		10,682		10/01/2007	02/08/2016	Common Stock	10,682	$0	10,682	D
Non-Qualified Stock Option (Right-to-Buy)	$35.94	10/01/2007		A⁽³⁾		10,947		10/01/2007	02/13/2017	Common Stock	10,947	$0	10,947	D
Restricted Stock Units	$0⁽⁶⁾	10/01/2007		A⁽⁵⁾		2,104		⁽⁶⁾	⁽⁶⁾	Common Stock	2,104	$0	2,104	D
Non-Qualified Stock Option (Right-to-Buy)	$43	10/01/2007		A		36,143		⁽⁴⁾	10/01/2017	Common Stock	36,143	$0	36,143	D

Explanation of Responses:

1. Pursuant to the merger of RARE Hospitality International, Inc. ("RARE") into a wholly-owned subsidiary of Darden Restaurants, Inc. ("Darden") on October 1, 2007 (the "Merger"), 100% of the shares of restricted stock granted to the reporting person under the RARE Hospitality International, Inc. Amended and Restated 2002 Long-Term Incentive Plan relating to the common stock of RARE vested, and pursuant to the Merger, such shares were converted into shares of Darden common stock that were issued to the reporting person.

2. Pursuant to the Merger, two-thirds of the performance-based restricted stock units were automatically converted into Darden shares of restricted stock relating to the number of shares Darden common stock indicated.

3. Pursuant to the Merger, an option granted to the reporting person to purchase shares of RARE common stock under the RARE Hospitality International, Inc. 1997 Long-Term Incentive Plan or the RARE Hospitality International, Inc. Amended and Restated 2002 Long-Term Incentive Plan vested in its entirety, and pursuant to the Merger, such option was converted into an option to purchase the number of shares of Darden common stock indicated.

4. Option vests in equal installments on October 1, 2010 and on October 1, 2011.

5. Pursuant to Merger, one-third of the performance-based restricted stock units were automatically converted into Darden restricted stock units relating to the number of shares of Darden common stock indicated.

6. All Darden restricted stock units settle in shares of Darden common stock on a one-for-one basis on January 2, 2008.

Remarks:

This filing is amended to (i) include footnotes which were inadvertently omitted from the original filing, (ii) delete the fourth row of Table I and move the previously reported disposition of 2,104 shares of Darden common stock to the 27th row of Table II to reflect the actual acquisition of 2,104 Darden restricted stock units instead, (iii) adjust the totals in fifth and sixth rows of Table I, column 6, to reflect this change, and (iv) add the last line in Table I to reflect shares of Darden common stock withheld for taxes. The remainder of the form was restated in its entirety without change.

	By: Douglas E. Wentz, Attorney-in-Fact for David C. George	10/09/2007
	** Signature of Reporting Person	Date
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