8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

October 14, 2005
Date of Report (Date of earliest event reported)

STARBUCKS CORPORATION

(Exact name of registrant as specified in its charter)

Washington	0-20322	91-1325671
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2401 Utah Avenue South
Seattle, Washington 98134

(Address of principal executive offices) (Zip Code)

(206) 447-1575

(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

Item 1.01. Entry into a Material Definitive Agreement.

     On October 14, 2005, Starbucks Corporation (the “Company”) entered into an employment letter with Martin Coles, president, Starbucks Coffee International (the “Coles Letter”). The Coles Letter supersedes Mr. Coles’s prior employment arrangement with the Company and is being entered into in order to terminate the Company’s obligation under such arrangement to provide severance payments to Mr. Coles upon termination of his employment with the Company. The Coles Letter is filed with this report as Exhibit 10.1, and is incorporated by reference into this report.

     Under the terms of the Coles Letter, Mr. Coles will continue to be employed as president, Starbucks Coffee International on an “at will” basis. The material terms and conditions of the Coles Letter are summarized below, which descriptions are qualified in their entirety by reference to the provisions of the Coles Letter filed with this report as Exhibit 10.1.

Base Salary

     As president, Starbucks Coffee International, Mr. Coles will continue to be paid his current base salary, which annualizes to $610,000.

Bonus

     Mr. Coles will continue to be eligible to participate in the Company’s Executive Management Bonus Plan at an incentive target of 65% of eligible base salary. The performance criteria for such incentive target have been established for Mr. Coles by the independent members of the Company’s Board of Directors.

Stock Awards

     Mr. Coles will continue to be eligible to receive stock awards under the Key Employee Sub-Plan to the Company’s 2005 Long-Term Equity Incentive Plan.

Management Deferred Compensation Plan

     Mr. Coles will continue to be eligible to participate in the Company’s Management Deferred Compensation Plan for so long as he remains on the Company’s U.S. payroll.

Executive Life Insurance

     Mr. Coles will continue to receive the maximum partner life insurance coverage benefit paid for by the Company of $2,000,000.

Partner Benefits

     Mr. Coles will continue to be eligible to participate in the Company’s benefits, stock and savings programs.

Non-Competition Agreements

     Mr. Coles will continue to be bound by the terms and conditions of the non-competition agreement he entered into with the Company.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	Employment Agreement dated October 14, 2005 between Starbucks Corporation and Martin Coles.

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
Dated: October 14, 2005	By: /s/ Michael Casey
	Michael Casey
	executive vice president, chief financial officer and       chief administrative officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Agreement dated October 14, 2005 between Starbucks Corporation and Martin Coles.

EX-10.1

Exhibit 10.1

[LETTERHEAD OF STARBUCKS CORPORATION]

October 3, 2005

Mr. Martin P. Coles
2401 Utah Avenue S.
Seattle, WA 98134

Dear Martin:

This document is designed to provide you with information regarding the terms and conditions of your employment as president, Starbucks Coffee International.

Base Salary
You will continue to be paid bi-weekly at a base salary that annualizes to $610,000.

Bonus
You will continue to participate in the Executive Management Bonus Plan at an incentive target of 65% of your eligible base salary.

Stock Awards
You will continue to be eligible to receive stock awards under the Key Employee Stock Plan.

Management Deferred Compensation Plan
You will continue to be eligible to participate in the Management Deferred Compensation Plan (MDCP) if you are on our U.S. payroll.

Executive Life Insurance
You will continue to receive the maximum partner life coverage benefit paid for by Starbucks of $1,000,000, which increases to $2,000,000 effective October 1, 2005.

Insider Trading
As president, Starbucks Coffee International , you will continue to be prohibited from trading Starbucks securities (or, in some circumstances, the securities of companies doing business with Starbucks) from time to time in accordance with the Company’s Insider Trading Policy and Blackout Procedures, a copy of which you have been provided.

Coffee Hedging
As an officer of Starbucks, you are prohibited from trading in coffee commodity futures for your own account.

Other Benefits
You will continue to be eligible to participate in the benefits, savings and stock programs outlined in Your Special Blend, a copy of which has been provided to you. Please note that although it is Starbucks intention to continue these plans, they may be amended or terminated at any time without notice.

“At will” employment
You will remain employed “at will,” meaning that either you or Starbucks can end the employment relationship at any time, for any reason not prohibited by law.

Non-Competition Agreement
You will continue to be bound to the terms and conditions of the Non-Competition Agreement, dated March 3, 2004 between you and Starbucks.

Mr. Martin P. Coles
October 3, 2005
Page 2

Miscellaneous
This letter, and the agreements and documents referred to herein, constitute the entire agreement regarding your employment with Starbucks and supersede all prior or contemporaneous agreements or arrangements, written or oral, concerning your employment. This letter will be governed by the laws of the State of Washington, without regard to such state’s conflicts of laws rules.

* * * * *

Warm regards,

/s/ James L. Donald

James L. Donald
president and chief executive officer

Accepted by:

/s/ Martin P. Coles	10/14/05
Martin P. Coles	Date

cc:   Partner File
Stock Administration