SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

STARBUCKS CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock,
Par Value $0.001 per share
(Title of Class of Securities) 855244109
(CUSIP Number of Class of Securities
(Underlying Common Stock))

Paula E. Boggs
executive vice president, general counsel and secretary
Starbucks Corporation
2401 Utah Avenue South
Seattle, Washington 98134
(206) 447-1575
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Person)

Copies To:
Sue Morgan
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 359-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$57,921,172	$	3,232

*

Estimated solely for purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all options to purchase shares of the issuer’s common stock that may be eligible for exchange in the offer will be tendered pursuant to the offer. These options cover an aggregate of 24,952,467 shares of the issuer’s common stock and have an aggregate value of $57,921,172 as of April 24, 2009, calculated based on a Black-Scholes option pricing model.

**

The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the Amount of Filing Fee and should not be used for any other purpose.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$3,232	Filing Party:	Starbucks Corporation
Form or Registration No.:	005-45059	Date Filed:	May 1, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	ITEM 1. SUMMARY TERM SHEET
	ITEM 2. SUBJECT COMPANY INFORMATION
	ITEM 4. TERMS OF THE TRANSACTION
	ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 12. EXHIBITS
SIGNATURE
EXHIBIT INDEX
EX-99.(A)(1)(U)
EX-99.(A)(1)(V)

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on May 1, 2009, relating to an offer by Starbucks Corporation, a Washington corporation (the “Company” or “Starbucks”), to certain partners (at Starbucks and in this Amendment No. 1, Starbucks employees are referred to as partners), subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of the Company’s common stock, par value $0.001 per share (the “Exchange Offer”).

Amended Terms and Conditions of the Exchange Offer

For regulatory purposes, the Company has amended the terms and conditions of the Exchange Offer, as set forth in the Offer to Exchange Certain Stock Options for New Stock Options, dated May 1, 2009 (the “Offer to Exchange”), filed as Exhibit (a)(1)(A) to the Schedule TO, as follows. The following amendments to the Offer to Exchange also apply to the other documents filed as exhibits to the Schedule TO, as amended, to the extent the original provisions of such other documents would conflict or be inconsistent with the Offer to Exchange, as amended.

1.

Eligibility Criteria. All references in the Offer to Exchange that, in order to be eligible to participate in the Exchange Offer, partners must remain employed by the Company or one of its subsidiaries through the date the new stock options are granted, including but not limited to those on the cover page, in Question 2 of Summary Term Sheet—Questions and Answers and in The Exchange Offer: Section 1, Eligible Stock Options; Eligible Partners; Expiration Date, are revised to state that, in order to be eligible to participate in the Exchange Offer, partners must remain employed by the Company or one of its subsidiaries through the expiration of the Exchange Offer. In addition, all references in the Offer to Exchange to the Company’s ability to exclude partners located outside the United States and statements that the Company reserves the right to withdraw the Exchange Offer in any jurisdiction, including but not limited to those on the cover page, in Question 2 of Summary Term Sheet—Questions and Answers and in The Exchange Offer: Section 1, Eligible Stock Options; Eligible Partners; Expiration Date, are revised to state that the Company may exclude partners located outside the United States, and the Company reserves the right to withdraw the Exchange Offer in a particular jurisdiction, if the Company determines that extending the Exchange Offer in that jurisdiction would have tax, regulatory or other implications that are inconsistent with the Company’s compensation policies and practices.

2.

Conditions of the Exchange Offer. The section of the Offer to Exchange entitled The Exchange Offer: Section 6, Conditions of the Exchange Offer is revised as follows:

a.	The phrase “(including any act or omission by us)” in the first paragraph is deleted.
b.	Paragraph (a) is deleted and replaced with the following:

     “(a) There shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal, before any court, authority, agency or tribunal that challenges the making of the Exchange Offer, the cancellation of surrendered eligible stock options and the grant of new stock options pursuant to the Exchange Offer, or otherwise relates in any manner to the Exchange Offer or that, in our reasonable judgment, could materially and adversely affect our business, financial condition, operating results, operations or prospects, or otherwise materially impair in any way the contemplated future conduct of our business or materially impair the contemplated benefits of the Exchange Offer to us;”

c. The introductory clause of paragraph (b), before the bullet points, is deleted and replaced with the following:

     “(b) There shall have been any action pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Exchange Offer or us, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:”

d. In paragraph (c):

i.	In the second bullet point, the phrase “any significant change in the market price of the shares of our common stock” is deleted and replaced with the phrase “a material change in the market price of the shares of our common stock that would result in the Exchange Offer no longer having the intended compensatory purpose”, and the word “or” is inserted at the end.
ii.	The word “or” is deleted from the end of the third bullet point.

iii. The fourth bullet point of paragraph (c) is deleted.

e.	The word “or” is inserted at the end of paragraph (e).
f.	Paragraph (f) is deleted, and accordingly paragraph (g) is re-ordered as paragraph (f).

Amended Items of Schedule TO

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 amends and restates only the items and exhibits to the Schedule TO that are being amended and restated, and unaffected items and exhibits are not included herein. This Amendment No. 1 should be read in conjunction with the Schedule TO.

ITEM 1. SUMMARY TERM SHEET.

The information set forth under Summary Term Sheet—Questions and Answers in the Offer to Exchange, as amended by this Amendment No. 1, is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a)	Name and Address.
	The Company is the issuer of the securities subject to the Offer to Exchange. The Company’s principal executive offices are located at 2401 Utah Avenue South, Seattle, Washington 98134, and the telephone number at that address is (206) 447-1575.
(b)	Securities.
	The Schedule TO, as amended by this Amendment No. 1, relates to an offer by the Company to certain partners, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of the Company’s common stock, par value $0.001 per share. A stock option will be eligible for exchange and referred to herein as an “Eligible Stock Option” if it has an exercise price per share greater than $19.00 and was granted prior to December 1, 2007 under the Company’s Amended and Restated 2005 Long-Term Equity Incentive Plan (the “2005 Plan”), the Amended and Restated Key Employee Stock Option Plan-1994 or the 1991 Company-Wide Stock Option Plan (all three together, the “Plans”). Partners surrendering Eligible Stock Options will receive in exchange new stock options (the “New Stock Options”) to be granted under the 2005 Plan.
	The Company is making the offer to all U.S. and international partners who hold Eligible Stock Options and, as of the date the offer commences, are actively employed by the Company or one of its subsidiaries (excluding the Company’s executive officers and other senior officers designated by the Compensation and Management Development Committee of the board of directors (the “Compensation Committee”), members of the board of directors and certain otherwise eligible partners located outside the United States if the Company determines that extending the Exchange Offer in a jurisdiction would have tax, regulatory or other implications that are inconsistent with the Company’s compensation policies and practices). These partners are collectively referred to as the “Eligible Partners.” To remain eligible to surrender Eligible Stock Options for exchange, and receive New Stock Options, the Eligible Partners must be employed by the Company or one of its subsidiaries on the date the Exchange Offer commences and remain employed through the date the Exchange Offer expires. The Eligible Partner also must be eligible to participate in the 2005 Plan.
	The actual number of shares of common stock subject to the stock options to be exchanged in the offer will depend on the number of shares of common stock subject to Eligible Stock Options surrendered by Eligible Partners and accepted for exchange. The Company is making the offer upon the terms and subject to the conditions set forth in the Offer to Exchange, as amended by this Amendment No. 1, and in the related accompanying Election Form, filed as Exhibit (a)(1)(H) to the Schedule TO.
	The information set forth in the Offer to Exchange, as amended by this Amendment No. 1, under Summary Term Sheet—Questions and Answers, Risk Factors, and The Exchange Offer: Section 1, Eligible Stock Options; Eligible Partners; Expiration Date; Section 5, Acceptance of Eligible Stock Options; New Stock Options; Section 7, Price Range of Our Common Stock; and Section 8, Source and Amount of Consideration; Terms of New Stock Options, is incorporated herein by reference.

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(c)	Trading Market and Price.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 7, Price Range of Our Common Stock, is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a)	Material Terms.
	The information set forth in the Offer to Exchange, as amended by this Amendment No. 1, under Summary Term Sheet—Questions and Answers, and The Exchange Offer: Section 1, Eligible Stock Options; Eligible Partners; Expiration Date; Section 3, Procedures for Surrendering Eligible Stock Options; Section 4, Withdrawal Rights; Section 5, Acceptance of Eligible Stock Options; New Stock Options; Section 6, Conditions of the Exchange Offer; Section 8, Source and Amount of Consideration; Terms of New Stock Options; Section 9, Information Concerning Us; Financial Information; Section 11, Status of Eligible Stock Options Acquired by Us in the Exchange Offer; Accounting Consequences of the Exchange Offer; Section 12, Legal Matters; Regulatory Approvals; Section 13, Material U.S. Federal Income Tax Consequences; and Section 14, Extension of the Exchange Offer; Termination; Amendment, and Schedules A-O, is incorporated herein by reference.
(b)	Purchases.
	Members of the Company’s board of directors, executive officers and other designated senior officers are not eligible to participate in the Exchange Offer. The information set forth in the Offer to Exchange under The Exchange Offer: Section 3, Procedures for Surrendering Eligible Stock Options; and Section 10, Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities, is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)	Source of Funds.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 8, Source and Amount of Consideration; Terms of New Stock Options; and Section 15, Fees and Expenses, is incorporated herein by reference.
(b)	Conditions.
	The information set forth in the Offer to Exchange, as amended by this Amendment No. 1, under The Exchange Offer: Section 6, Conditions of the Exchange Offer, is incorporated herein by reference.
(d)	Borrowed Funds.
	Not applicable.

ITEM 12. EXHIBITS.

Exhibit No.	Document
(a)(1)(A)*	Offer to Exchange Certain Stock Options for New Stock Options, dated May 1, 2009
(a)(1)(B)*	Form of Cover Letter from Howard Schultz to Eligible Partners, dated May 1, 2009, Regarding Offer to Exchange and Related Matters
(a)(1)(C)*	Letter from Howard Schultz to All Partners, dated May 1, 2009, Announcing Commencement of Stock Option Exchange Program
(a)(1)(D)*	Supplemental Frequently Asked Questions
(a)(1)(E)*	Form of Partner Presentation Materials and Transcript of Presentation to Partners
(a)(1)(F)*	Form of Online Exchange Instructions
(a)(1)(G)*	Screenshots from Stock Option Exchange Program Website
(a)(1)(H)*	Form of Election Form
(a)(1)(I)*	Form of Election Form Rejection Letter

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Exhibit No.	Document
(a)(1)(J)*	Form of Notice of Withdrawal
(a)(1)(K)*	Form of Notice of Withdrawal Rejection Letter
(a)(1)(L)*	Form of Reminder Communication to Eligible Partners Regarding Expiration Date
(a)(1)(M)*	Form of Australia Specific Documents
(a)(1)(N)*	Form of Germany Specific Documents
(a)(1)(O)*	Form of Netherlands Specific Documents
(a)(1)(P)*	Form of U.K. Specific Documents
(a)(1)(Q)*	Memo to Partners Regarding Stock Option Exchange Program Informational Sessions
(a)(1)(R)	Annual Report on Form 10-K for the fiscal year ended September 28, 2008 (filed with the Securities and Exchange Commission on November 24, 2008 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(S)	Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 (filed with the Securities and Exchange Commission on February 4, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(T)	Current Report on Form 8-K (filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(U)	Script for Voicemail to Partners
(a)(1)(V)	Memo to Eligible Partners in Australia Regarding Potential Change in Tax Consequences of Participating in the Exchange Offer, dated May 21, 2009
(b)	Not applicable
(d)(1)	Starbucks Corporation 2005 Amended and Restated Long-Term Equity Incentive Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(2)	2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 10, 2006 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(3)	2005 Company-Wide Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2005 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(4)	Starbucks Corporation Amended and Restated Key Employee Stock Option Plan-1994, as amended and restated effective March 18, 2009 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(5)	Starbucks Corporation 1991 Company-Wide Stock Option Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(g)	Not applicable
(h)	Not applicable

* Previously filed as an exhibit to the Schedule TO

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STARBUCKS CORPORATION
By:	/s/ Troy Alstead
	Troy Alstead
	executive vice president, chief financial officer and chief administrative officer

Date: May 21, 2009

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EXHIBIT INDEX

Exhibit No.	Document
(a)(1)(A)*	Offer to Exchange Certain Stock Options for New Stock Options, dated May 1, 2009
(a)(1)(B)*	Form of Cover Letter from Howard Schultz to Eligible Partners, dated May 1, 2009, Regarding Offer to Exchange and Related Matters
(a)(1)(C)*	Letter from Howard Schultz to All Partners, dated May 1, 2009, Announcing Commencement of Stock Option Exchange Program
(a)(1)(D)*	Supplemental Frequently Asked Questions
(a)(1)(E)*	Form of Partner Presentation Materials and Transcript of Presentation to Partners
(a)(1)(F)*	Form of Online Exchange Instructions
(a)(1)(G)*	Screenshots from Stock Option Exchange Program Website
(a)(1)(H)*	Form of Election Form
(a)(1)(I)*	Form of Election Form Rejection Letter
(a)(1)(J)*	Form of Notice of Withdrawal
(a)(1)(K)*	Form of Notice of Withdrawal Rejection Letter
(a)(1)(L)*	Form of Reminder Communication to Eligible Partners Regarding Expiration Date
(a)(1)(M)*	Form of Australia Specific Documents
(a)(1)(N)*	Form of Germany Specific Documents
(a)(1)(O)*	Form of Netherlands Specific Documents
(a)(1)(P)*	Form of U.K. Specific Documents
(a)(1)(Q)*	Memo to Partners Regarding Stock Option Exchange Program Informational Sessions
(a)(1)(R)	Annual Report on Form 10-K for the fiscal year ended September 28, 2008 (filed with the Securities and Exchange Commission on November 24, 2008 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(S)	Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 (filed with the Securities and Exchange Commission on February 4, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(T)	Current Report on Form 8-K (filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(U)	Script for Voicemail to Partners
(a)(1)(V)	Memo to Eligible Partners in Australia Regarding Potential Change in Tax Consequences of Participating in the Exchange Offer, dated May 21, 2009
(b)	Not applicable
(d)(1)	Starbucks Corporation 2005 Amended and Restated Long-Term Equity Incentive Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(2)	2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 10, 2006 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(3)	2005 Company-Wide Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2005 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(4)	Starbucks Corporation Amended and Restated Key Employee Stock Option Plan-1994, as amended and restated

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Exhibit No.	Document
	effective March 18, 2009 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(5)	Starbucks Corporation 1991 Company-Wide Stock Option Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(g)	Not applicable
(h)	Not applicable

* Previously filed as an exhibit to the Schedule TO

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EX-99.(A)(1)(U)

Exhibit (a)(1)(U)

Script for Voicemail to Starbucks Partners Regarding Stock Option Exchange Program

Hi Partners, Cliff here with a reminder that the Stock Option Exchange Program is scheduled to expire on Friday, May 29, at 5:00 p.m., Pacific time. The stock option exchange program is a voluntary, one-time opportunity for eligible partners to surrender eligible outstanding underwater stock options in exchange for a lesser amount of new stock options with a lower exercise price. It’s a way to reward our partners’ contributions by allowing them to benefit from potential increases in our stock price.

The exchange offer packets were sent in early May to eligible partners. In addition to the information contained in the packet, I want to make sure that you are aware of other available resources so you can make an informed decision about whether to participate.

By logging onto LifeAtSbux.com you can access a pre-recorded Stock Option Exchange Presentation which will help you in understanding the key components of how the exchange program works, and how to participate. You will be guided through the presentation with an audio explanation of the material. Please make your teams aware of this resource as well.

If you choose to participate you may do so either online or by hard copy. Check your packets or LifeAtSbux.com for details.

Thanks for listening.

# # #

EX-99.(A)(1)(V)

Exhibit (a)(1)(V)

21 May 2009

To Eligible Partners in Australia:

As recently communicated to you, on 1 May 2009 we commenced an offer to voluntarily exchange eligible stock options for a lesser amount of new stock options with a lower exercise price (the “Exchange Offer”). The terms of Exchange Offer are set forth in the Offer to Exchange Certain Stock Options for New Stock Options (the “Offer to Exchange document”), which was previously sent to you along with several other documents relating to the Exchange Offer. Included in the Offer to Exchange document was a discussion of the material tax consequences of participating in the Exchange Offer for eligible partners subject to tax in Australia (provided in Schedule A of the Offer to Exchange document).

Recent actions by the Australian Government may significantly change the tax treatment of the new stock options that may be granted to you if you elect to participate in the Exchange Offer.

The Australian Budget for 2009-2010 contains a proposal that, if enacted, will significantly change the tax treatment of the new stock options that may be granted to you if you participate in the Exchange Offer. However, it is not yet certain whether the Budget proposal will be enacted or whether it will be amended while under review by the Australian Parliament. Accordingly, the tax treatment of the new stock options that may be granted to you if you participate in the Exchange Offer is uncertain. You are strongly advised to consider these potential changes, as further described below, in deciding whether to participate in the Exchange Offer.

If you have already elected to surrender eligible stock options in exchange for new stock options in the Exchange Offer and you would like to change your election, you may withdraw your surrendered eligible stock options by notifying BNY Mellon Shareowner Services (“BNYMellon”) of your withdrawal election in one of the following two ways:

• By revising your election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online withdrawal election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

• By completing and returning the paper notice of withdrawal included in the materials mailed to you with this Offer to Exchange document, and delivering it to BNYMellon according to the instructions contained in the materials so that BNYMellon receives it before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your withdrawal election by the deadline.

If you have difficulty accessing the Stock Option Exchange Program Website or need another copy of the notice of withdrawal form, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at 800-327-61460.

Potential Changes to the Taxation of New Stock Options:

The Australian Government recently announced the Budget for 2009-2010, which if enacted into law will mean that all shares or rights provided under an employee share scheme after 12 May 2009 (which would include the new stock options) will be assessed in the income year that they are acquired. That is, there will no longer be any ability for an employee in receipt of such shares or rights to be taxed at a later time (e.g., when options are exercised).

1

In the context of the Exchange Offer, this means that you will (if the change in law as currently proposed is enacted as legislation) be subject to taxation upon the grant of the new stock options. Accordingly, you will have to include an amount in your assessable income in the income year (i.e., the financial year ending 30 June) in which the new stock options are granted. The Medicare Levy contributions likely would be due at the same time. If this proposed change in law is enacted, the amount included in your assessable income will likely be the “market value” of the new stock options at the time of receipt less any consideration paid for the acquisition of the new stock options. The “market value” of the new stock options will be the greater of (i) the market value of the shares¹ underlying the new stock options less the exercise price, and (ii) the value of the new stock options determined in accordance with a statutory formula. Please refer to Attachment A to this letter to see how the statutory formula is calculated.

Provided that you have not been required by the Australian Tax Office (ATO) to pay your tax liability on a quarterly, semi-annual, or annual basis under Australia’s pay as you go (PAYG) installment regime, you will be required to pay the applicable taxes due with respect to the grant of the new stock options under the proposed change in law only once an assessment has been raised by the ATO after the lodgment of your income tax return for the income year in which the new options are granted. It is not clear at this time whether you will be able to obtain a refund of the taxes paid in the income year in which the new stock options are granted if you subsequently forfeit the new stock options before vesting (but a refund may be available).

This measure is stated to apply to shares and rights (including stock options) acquired after 7:30 p.m. Australian Eastern Standard Time on May 12, 2009. It is noted that the Budget announcement provides limited detail on the operation of the proposed measure and the enacting legislation to give effect to this measure has not been introduced as yet. Furthermore, it is possible that, in enacting the legislation, the Australian Parliament may introduce amendments to the measure proposed in the Budget announcement. Due to the absence of enacting legislation and the possibility of amendments to the Budget proposal, the tax treatment of your new stock options and the sale of the underlying shares is uncertain at this time. You are strongly advised to seek appropriate professional advice as to how the proposed measures will affect you.

Yours sincerely,

Starbucks Corporation

¹ For Australian tax purposes, the market value of the shares on a given day is determined as the weighted average of prices at which the shares were traded on the relevant stock market (in Starbucks case, this is the NASDAQ Global Select Market) during the one-week period up to and including that day.

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ATTACHMENT A

STATUTORY FORMULA FOR CALCULATING MARKET VALUE OF A STOCK OPTION

The market value of a stock option on a particular day (as determined in accordance with the applicable statutory formula) is calculated as follows:

Market Value of Stock Option = Table Percentage X Exercise Price of the Option

Exercise Price of the Option is the price at which the stock option may be exercised.

Table Percentage is a percentage ranging from 0% to 24.7% that is set forth in a statutory table. For additional information on calculating the Table Percentage, or calculating the market value of stock options generally, please see Section 139FM (Table 1 and instructions) of the Income Tax Assessment Act 1936, which can be found at the following website:

http://www.comlaw.gov.au/comlaw/Legislation/ActCompilation1.nsf/framelodgmentattachments/C6
5C510239F310CBCA2571A7001F80E5

The calculation of the market value of a stock option is complex. Therefore, we strongly advise you to consult a tax professional with respect to calculating the market value of the new stock options.

CORRESP

Perkins Coie LLP

1201 Third Avenue, Suite 4800
Seattle, WA 98101-3099
Phone: 206 359-8000
Fax: 206 359-9000
www.perkinscoie.com

May 21, 2009

Mellissa Campbell Duru
Special Counsel
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628

Dear Ms. Duru:

Re: Starbucks Corporation
Schedule TO-I
Filed May 1, 2009
SEC File No. 5-45059

     On behalf of our client, Starbucks Corporation (the “Company”), set forth below are the Company’s responses to your letter dated May 19, 2009 (the “Comment Letter”) containing the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company’s Schedule TO-I, filed May 1, 2009 (the “Schedule TO”). For your convenience, we have included the Staff’s comments below and have numbered our responses accordingly. In addition, we are enclosing an Amendment No. 1 (“Amendment No. 1”) to the Company’s Schedule TO, which was transmitted to the SEC today and filed via the EDGAR system.

Schedule TO-I

Exhibit 99(A)(1): Offering Memorandum

Summary Term Sheet

Comment No. 1

     Please confirm, if true, that there is no variation in the number of shares underlying each option that is exchanged for a new option. That is, confirm if true, that securityholders who tender options (each of which is exercisable for one share) would receive a lesser number of options (based on the exchange ratio), each of which is also exercisable for one share.

Mellissa Duru
Securities and Exchange Commission
May 21, 2009
Page 2 of 9

Response to Comment No. 1

     The Company confirms to the Staff that there will be no variation in the number of shares underlying each option that is exchanged for a new option, based on the fixed exchange ratios described in the Schedule TO and the exhibits thereto. As discussed in Q&A 12 and Section 1 of the Offer to Exchange document, there are four fixed exchange ratios that apply to each of four exercise price bands for eligible stock options. Each individual who tenders one or more eligible stock option grants will receive a like number of new stock option grants, each of which will be exercisable for a reduced number of shares. The number of shares underlying each new stock option grant is based solely on (1) the number of shares underlying, and exercise price of, the eligible stock options being tendered, and (2) the disclosed applicable exchange ratios. Each eligible individual has been provided with a paper election form that lists his or her eligible stock options on a grant-by-grant basis showing the exact number of underlying shares that will be subject to the new stock option grant that replaces the eligible stock option grant if the individual elects to participate in the exchange offer. This personalized grant-by-grant information is also available to each eligible individual on the Company’s stock option exchange program website. The mechanics of the exchange offer are demonstrated in the following example. If an eligible individual holds two eligible stock option grants, one exercisable for 100 shares at an exercise price of $20.00 and one exercisable for 200 shares at an exercise price of $30.00, that individual will receive two new stock option grants, one exercisable for 50 shares (100 / 2.01 = 49.75, rounded to the nearest whole share, as disclosed) and one exercisable for 57 shares (200 / 3.54 = 56.50, rounded to the nearest whole share).

Summary Term Sheet-Questions and Answers, page 1

“Who is eligible to participate in the Exchange Offer...”, page 2

Comment No. 2

     You disclose that although you intend to include all partners outside the United States, you may “exclude partners if, for any reason, [you] believe that their participation would be illegal, inadvisable or impractical...” You also note that you “reserve the right to withdraw the Exchange Offer in any jurisdiction...” Please note that the all-holders provision in Exchange Act Rule 13e-4(f)(8) applies equally to U.S. holders as well as non-U.S. holders. Refer to the interpretive guidance in section II.G.l. of SEC Release 33-8957. If you are relying on the global exemptive order applicable to employee stock option exchanges, please be advised that exemptive relief is premised on the compensatory reasons for the exclusion of employees. Accordingly, please revise your disclosure to clarify that any exclusions of participants residing outside of the U.S. would be related to the overall compensatory purpose of the offer or advise as to how the company is complying with the all-holders provision in Rule 13e-4(f)(8).

Mellissa Duru
Securities and Exchange Commission
May 21, 2009
Page 3 of 9

Response to Comment No. 2

     In response to the Staff’s comment, the Company has asked us to advise the Staff that it believes the Company’s ability to exclude international employees from the exchange offer is permissible under the Commission’s March 21, 2001 Global Exemptive Order because the criteria for any exclusion would be compensation-related based on local country objectives in attracting and retaining employees and maintaining compliance with local regulatory requirements, and because the exchange offer otherwise meets all the requirements of the Exemptive Order, as follows:

1.	the Company is eligible to use Form S-8, the options subject to the exchange offer were issued under an employee benefit plan as defined in Rule 405 under the Securities Act of 1933, as amended, and the securities offered in the exchange offer will be issued under such an employee benefit plan;
2.	the exchange offer is being conducted for compensatory purposes;
3.	the Company has disclosed in the Offer to Exchange document the essential features and significance of the exchange offer, including risks that option holders should consider in deciding whether to accept the offer; and
4.	except as exempted in the Exemptive Order, the Company complies with Rule 13e-4.

Accordingly, the Company has revised the above referenced language on page 2 of the Offer to Exchange document and the other places it appears in the Offer to Exchange document and the Schedule TO to provide that international partners may be excluded if the Company determines that extending the exchange offer in a particular jurisdiction would have tax, regulatory or other implications that are inconsistent with the Company’s compensation policies and practices.

Comment No. 3

     Please be advised that all conditions of the offer, other than the receipt of governmental approvals, must be satisfied or waived before the expiration of the offer. Notwithstanding the fact that the new options will not vest for twelve months, the condition requiring that individuals remain employees as of the grant date, which, as currently structured, will be after the expiration date, does not appear to comply with that requirement. Please revise your disclosure accordingly.

Response to Comment No. 3

     In response to the Staff’s comment, the Company has revised the disclosure in the Schedule TO and the Offer to Exchange document to clarify that to be an eligible participant an individual must remain an employee of the Company through the expiration date of the exchange offer. The Company has asked us to advise the Staff that the Company’s 2005 Long-Term

Mellissa Duru
Securities and Exchange Commission
May 21, 2009
Page 4 of 9

Equity Incentive Plan (“the 2005 Plan”), under which the new stock options will be granted, requires that any individual receiving an equity grant must be an employee on the date such grant is made. All individuals participating in the 2005 Plan and its predecessor plans have been fully informed of the eligibility requirements of the plans and received the original eligible stock options with full knowledge of such eligibility requirements. Thus, the Company believes that the disclosure should continue to provide that to be eligible to receive new stock option grants an individual must remain eligible under the Company’s 2005 Long-Term Equity Incentive Plan through the date the new stock options are granted.

Section 6. Conditions of the Exchange Offer, page 18

Comment No. 4

     A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control of the bidder, and are drafted with sufficient specificity to allow for objective verification whether or not the conditions have been satisfied. Please advise us, with a view toward revised disclosure, of the purpose of the language in the introductory paragraph that suggests any “action or omission” by the company may constitute a bona fide triggering event for offer conditions.

Response to Comment No. 4

     In response to the Staff’s comment, the Company has revised the referenced paragraph to delete the parenthetical “(including any action or omission by us)”.

Comment No. 5

     With the previous comment in mind, please clarify the statements in paragraph (a) regarding actions by “any other person, domestic or foreign” who may bring action against the company that “directly or indirectly” challenges the making of the offer. Similarly, you disclose that a triggering event includes events which, in your determination, could have a material adverse impact on your business or condition “(financial or other)”. Revise to explain what “other” aspect of your business could be impacted in a manner that would constitute a triggering event.

Response to Comment No. 5

     In response to the Staff’s comment, the Company has revised the referenced paragraph to delete the phrases “or by any other person, domestic or foreign” and “directly or indirectly” and to make the following revision to the language referenced in the second sentence of the

Mellissa Duru
Securities and Exchange Commission
May 21, 2009
Page 5 of 9

comment: “could materially and adversely affect our business, financial condition, operating results, operations or prospects”.

Comment No. 6

     Please refer to paragraph (b), You disclose that a triggering event includes any action that is “threatened..., any order or injunction threatened, proposed, sought or...deemed to be applicable by [you]”. This condition does not appear to be outside of your direct or indirect control. Please revise your disclosure accordingly.

Response to Comment No. 6

     In response to the Staff’s comment, the Company has revised the referenced paragraph (b) to delete the terms “threatened” or “proposed” in each instance where they appear.

Comment No. 7

     Refer to paragraph (c), bullet point two. Please disclose what constitutes a “significant change”.

Response to Comment No. 7

     In response to the Staff’s comment, the Company has revised the beginning of the referenced bullet to read: “a material change in the market price of the shares of our common stock that would result in the exchange offer no longer having the intended compensatory purpose.”

Comment No. 8

Please refer to paragraph (f) in which you condition the offer on whether there has been “any change or changes in [y]our business, condition (financial or other),...as a result of unforeseen significant events beyond [y]our control that, in [y]our reasonable judgment, are or may be material” to you or otherwise make it inadvisable to proceed with the exchange offer. Please revise to clarify that your authority to amend or terminate the offer could be asserted only if an objectively verifiable condition was triggered.

Response to Comment No. 8

     In response to the Staff’s comment, the Company has deleted the referenced paragraph.

Mellissa Duru
Securities and Exchange Commission
May 21, 2009
Page 6 of 9

Comment No. 9

     Please refer to the last paragraph of this section relating to your failure to exercise any of the rights described in this section. Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s). Depending on the materiality of the waived condition and the number of days remaining in the offer, you maybe required to extend the offer and re-circulate new disclosure to security holders. You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so. Please confirm your understanding in your response letter.

Response to Comment No. 9

     The Company has asked us to advise the Staff that the Company hereby confirms its understanding with respect to the Staff’s position regarding the matters set forth in comment 9.

Comment No. 10

     Please see our comment above. When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the company should inform holders of Eligible Options how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration. Please confirm the company’s understanding in your response letter.

Response to Comment No. 10

     The Company has asked us to advise the Staff that the Company hereby confirms its understanding with respect to the Staff’s position regarding the matters set forth in comment 10.

* * *

     The Company has asked us to advise the Staff that:

1.	the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings;
2.	the Company acknowledges that Staff comments or changes to disclosures in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings; and

Mellissa Duru
Securities and Exchange Commission
May 21, 2009
Page 7 of 9

3. the Company will not assert the SEC’s review of the Schedule TO as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

     If you require further clarification or have any additional questions or comments concerning the foregoing or the Schedule TO, please do not hesitate to call me or Andrew Moore at (206) 359-8888.

Sincerely,

/s/ Sue Morgan

Sue Morgan

cc:	Paula E. Boggs Sophie Hager Hume Sarah Mock Casey M. Nault Devin Stockfish (Starbucks Corporation)
	Andrew B. Moore (Perkins Coie LLP)