FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

LEDSINGER CHARLES A JR	2. Issuer Name and Ticker or Trading Symbol

DARDEN RESTAURANTS INC [ DRI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

1000 DARDEN CENTER DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2014		
(Street)

ORLANDO, FL 32837
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	 	 	 	  	 	 	 	1505.0000  	D  	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Phantom Stock Units (Cash)   (1)	  (2)	2/21/2014  	 	A  	  	423.9360   	  	  (1)	  (1)	Common Stock  	423.9360  	$51.0100  	5621.6574   (3)	D  	 	
Stock Option (Right to Buy)  	$51.0100  	2/21/2014  	 	A  	  	1414.0000   	  	8/21/2014  	2/21/2024  	Common Stock  	1414.0000  	$15.3030   (4)	1414.0000  	D  	 	

Explanation of Responses:	
(  1) 	The Reporting Person elected to defer a portion of the quarterly Director's compensation under the Darden Restaurants, Inc. Director Compensation Program, to be paid out in cash upon the reporting person's termination of board service.	
(  2) 	The actual conversion rate is 1-for-1. Each Phantom Stock Unit is the economic equivalent of one share of Darden common stock.	
(  3) 	The number of shares of phantom stock reported is based on a recent plan statement and is derived from an undivided interest in a fund consisting of both Darden common stock and a small cash position that fluctuates from time to time. The number of shares reported may change based on the size of the cash position at the time of reporting and also includes phantom stock acquired pursuant to dividend equivalent reinvestments.	
(  4) 	The Reporting Person elected to receive a portion of the quarterly cash retainer for serving as a director in the form of stock options, the number of stock options issued being the amount of cash allocated divided by the price indicated.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
LEDSINGER CHARLES A JR
1000 DARDEN CENTER DRIVE
ORLANDO, FL 32837	X				

Signatures		
Bruce A. Brown, Attorney-in-fact for LEDSINGER, CHARLES A.		2/25/2014	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.