8-K

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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): APRIL 29, 1998





                              STARBUCKS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          WASHINGTON                    0-20322                  91-1325671
 (State or other jurisdiction         (Commission             (I.R.S. Employer
      of incorporation)              File Number)            Identification No.)




                             2401 Utah Avenue South
                            Seattle, Washington 98134
  (Address of principal executive offices, including zip code, of Registrants)

                                 (206) 447-1575
              (Registrants' telephone number, including area code)


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ITEM 5. OTHER EVENTS

        Attached hereto as Exhibit 99.1, and incorporated herein by reference,
is the text of a press release of Starbucks Corporation, dated April 29, 1998.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS:

    (c)  EXHIBITS
         99.1  Press Release dated April 29, 1998.
     
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                                   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.



                                              Starbucks Corporation
                                              (Registrant)



Dated:  May 12, 1998                          By:  /s/  MICHAEL CASEY
                                                 -------------------------------
                                                   Michael Casey
                                                   executive vice president,
                                                     chief financial officer
                                                     and chief administrative
                                                     officer

EX-99.1

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                                 EXHIBIT 99.1

                  STARBUCKS TO ACQUIRE SEATTLE COFFEE COMPANY,
              THE UNITED KINGDOM'S LEADING SPECIALTY COFFEE COMPANY

                         Overseas Growth Plans Announced

SEATTLE, April 29, 1998 - Seattle-based Starbucks Coffee Company announced today
that it plans to enter the European market with the acquisition of Seattle
Coffee Company in the United Kingdom.

Starbucks has agreed to acquire Seattle Coffee Company in exchange for
approximately 1.8 million shares of Starbucks common stock in a transaction that
will be accounted for as a pooling of interests. The acquisition is scheduled to
close by the end of May.

This transaction is expected to result in dilution to Starbucks after-tax
earnings per share from ongoing operations of approximately $0.06 in 1998 and
$0.05 in 1999 as Starbucks continues the aggressive growth plan initiated by
Seattle Coffee Company in the United Kingdom and builds the foundation for
expansion into Europe. It is also expected to result in one-time transaction and
other acquisition-related after-tax charges of approximately $0.14 per share in
the third fiscal quarter of 1998.

"We are excited about this acquisition because we believe it will serve as our
springboard into the European market," said Howard Schultz, chairman and ceo of
Starbucks Coffee Company. "Europe has always represented a major strategic
opportunity to achieve our goal of creating and building an enduring global
brand. London, a city where creativity and innovation have always flourished,
provides a perfect home for Starbucks and a significant gateway into Europe.

"In fact, this acquisition is a first step towards achieving our new goal of
opening 500 retail locations in Europe by the end of 2003. We also are pleased
to announce that our plans in the Pacific Rim and Asia now include 500 stores by
the end of 2003," said Schultz.

"Our success in Asia and the Pacific Rim validates international customers'
desire for high quality coffee and Starbucks ability to build our brand
globally," said Howard Behar, president of Starbucks Coffee International.

"This acquisition represents an excellent opportunity to expand the Starbucks
brand throughout the United Kingdom and Europe, while continuing our successful
operations and expansion in the Asia Pacific region, " said Behar.

Seattle natives Scott and Ally Svenson founded Seattle Coffee Company in 1995
and will continue running the integrated business in the UK, with the support of
Starbucks Coffee International. With 56 Starbucks-style retail stores across the
UK, Seattle Coffee Company is the leading specialty coffee company in the UK and
has plans to open in excess of 30 additional locations by the end of the
calendar year.



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"The Seattle Coffee Company management team has done a tremendous job in
expanding the specialty coffee category in a very challenging market," said
Behar. "Their leadership, talent and dedication to both their employees and
customers make them a natural addition to the Starbucks family."

"Following our 1990 move to London, Ally and I missed Seattle and Starbucks so
much that we eventually decided to re-create a Starbucks-like experience here,"
said Scott Svenson, Seattle Coffee Company CEO. "Our success to date validates
the tremendous opportunity that exists in this market, and with Starbucks we are
now poised to really drive that momentum."

Ally Svenson said, "Joining forces with Starbucks feels like a true homecoming
for us as the two companies share a common culture, a commitment to great
coffee, similar company values and a mutual respect for people. To a certain
extent, we have spent the last three years getting the UK streets warmed up for
the arrival of Starbucks."

The United Kingdom will represent Starbucks first market in Europe.

Starbucks Coffee Company is the leading retailer, roaster and brand of specialty
coffee in North America. In addition to its 1,636 retail locations in North
America and the Pacific Rim, Starbucks sells whole bean coffees through its
specialty sales group, direct response business and supermarkets. Additionally,
through its joint venture partnerships, Starbucks produces and sells bottled
Frappuccino(TM) coffee drink and a line of premium ice creams.

The shares of Starbucks Corporation common stock, no par value per share, to be
exchanged in the transaction described above for the entire share capital of
Seattle Coffee Holdings Limited (including all issued ordinary shares of 10p
nominal value per share and all ordinary shares issuable pursuant to options)
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States except
pursuant to an effective registration statement or an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.