8-A12G/A

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                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) of the
                         SECURITIES EXCHANGE ACT OF 1934



                              STARBUCKS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                                                              
                     WASHINGTON                                               91-1325671
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification Number)

        2401 UTAH AVENUE SOUTH, SEATTLE, WASHINGTON                             98134
           (Address of Principal Executive Offices)                           (Zip Code)




If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]

Securities Act registration statement file number to which this form relates:

                                                                 ---------------
                                                                 (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

       Title of Each Class                    Name of each Exchange on Which
       to be so Registered                    Each Class is to be Registered
       -------------------                    ------------------------------

- ------------------------------------       ------------------------------------

- ------------------------------------       ------------------------------------


Securities to be registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, $0.001 PAR VALUE PER SHARE


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ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED

        This amendment on Form 8-A/A is being filed to reflect the change in the
par value of the Registrant's Common Stock and Preferred Stock from no par value
per share to $.001 par value per share.

GENERAL

        The authorized capital stock of the Registrant consists of 300,000,000
shares of Common Stock, $.001 par value per share, and 7,500,000 shares of
Preferred Stock, $.001 par value per share. On March 19, 2001, there were
189,886,229 shares of Common Stock outstanding and no shares of Preferred Stock
outstanding. The Common Stock of the Registrant is traded on the National Market
tier of The Nasdaq Stock Market, Inc., under the trading symbol "SBUX."

COMMON STOCK

        Holders of shares of Common Stock are entitled to one vote per share on
all matters to be voted on by the shareholders. Subject to the rights of holders
of outstanding shares of Preferred Stock, if any, the holders of Common Stock
are entitled to receive such dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds legally available
therefor, and upon liquidation or dissolution of the Registrant, are entitled to
receive all assets available for distribution to shareholders. The Common Stock
has no preemptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to such shares. All
outstanding shares of Common Stock are fully paid and nonassessable.

PREFERRED STOCK

        The Board of Directors has the authority to issue up to 7,500,000 shares
of Preferred Stock in one or more series and to fix the rights, preferences,
privileges, qualifications, limitations, and restrictions thereof, including
dividend rights, voting rights, terms of redemption, redemption prices,
liquidation preferences, and the number of shares constituting any series or the
designation of any such series, without further vote or action by the
shareholders. The issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Registrant without further action by the
shareholders. The issuance of Preferred Stock with voting and conversion rights
may adversely affect the voting power of the holders of Common Stock, including
the loss of voting control to others. The Registrant has no present plans to
issue any shares of Preferred Stock.

PROVISIONS REGARDING CONTROL OF THE REGISTRANT

        The Registrant's Amended and Restated Articles of Incorporation and
Washington law contain certain provisions that may have the effect of
entrenching current management and delaying or discouraging a hostile takeover
of the Registrant. Section 5.2 of the Registrant's

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Amended and Restated Articles of Incorporation provide for a staggered Board of
Directors, with each director serving a three-year term. In addition, Chapter
23B.19 of the Washington Business Corporation Act prohibits, subject to certain
exceptions, a corporation from entering into any "significant business
transactions" with an "Acquiring Person" (defined generally as a person or
affiliated group who acquires 10% or more of the outstanding voting securities
of a corporation) without the prior approval of the corporation's board of
directors, for a period of five years after such person or affiliated group
becomes an Acquiring Person.

TRANSFER AGENT AND REGISTRAR

        The transfer agent and registrar for the Registrant's Common Stock is
Mellon Investor Services LLC.

ITEM 2. EXHIBITS.

1.      Starbucks Corporation Amended and Restated Articles of Incorporation.

2.      Amended and Restated Bylaws of Starbucks Corporation (incorporated
        herein by reference to Exhibit 3.2 to the Registrant's Form 10-K for the
        fiscal year ending October 1, 2000, filed with the Securities and
        Exchange Commission on December 22, 2000).

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                  STARBUCKS CORPORATION


                                  By: /s/ Michael Casey
                                      ------------------------------------------
                                      Michael Casey
                                      executive vice president,  chief financial
                                      officer and chief administrative officer


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\                                 EXHIBIT INDEX

EXHIBIT NO.                          DESCRIPTION
- -----------                          -----------

    1.              Starbucks Corporation Amended and Restated Articles of
                    Incorporation.

    2.              Amended and Restated Bylaws of Starbucks Corporation
                    (incorporated herein by reference to Exhibit 3.2 to the
                    Registrant's Form 10-K for the fiscal year ending October 1,
                    2000, filed with the Securities and Exchange Commission on
                    December 22, 2000).

EX-1

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                                                                       Exhibit 1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                              STARBUCKS CORPORATION

        Starbucks Corporation, a Washington corporation, hereby submits the
following Amended and Restated Articles of Incorporation for filing. The
following Articles of Incorporation were approved and adopted by the Board of
Directors of the corporation on November 14, 2000 in accordance with RCW
23B.10.020 and RCW 23B.10.070 and supercede all amendments and prior
restatements of the corporation's Articles of Incorporation as of the date of
such adoption.

                                 ARTICLE 1. NAME

        The name of the corporation is Starbucks Corporation.

                               ARTICLE 2. DURATION

        The period of the corporation's duration is perpetual.

                               ARTICLE 3. PURPOSES

        The corporation is organized for the purposes of transacting any and all
business for which corporations may be incorporated under Title 23B of the
Revised Code of Washington, as amended, including, but not limited to
establishing and operating retail coffee and espresso bars in the State of
Washington and in other states.

                                ARTICLE 4. SHARES

        The corporation shall have authority to issue 307,500,000 shares of
capital stock, of which 300,000,000 shares will be common stock, and, 7,500,000
shares will be preferred stock.

        4.1 Common Stock. The corporation shall have authority to issue up to
300,000,000 shares of common stock, .001 par value per share.

        4.2 Preferred Stock. The corporation shall have authority to issue up to
7,500,000 shares of preferred stock, .001 par value per share. The Board of
Directors shall have all rights afforded by applicable law to establish series
of said preferred shares, the rights and preferences of each such series to be
set forth in appropriate resolutions of the Board of Directors.

                              ARTICLE 5. DIRECTORS

        5.1 Number of Directors. The number of directors of the corporation
shall be fixed in the Bylaws and may be increased or decreased from time to time
in the manner specified therein.

        5.2 Terms of Directors. Beginning with the Board of Directors elected at
the first Annual Meeting of Shareholders held after all series of Preferred
Stock outstanding as of May 20, 1992 are converted to Common Stock, the terms of
office of all directors shall be staggered by dividing the total number of
directors into three groups that are as equal in number as

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possible. The terms of directors in the first group will expire at the first
annual shareholders' meeting after their election, the terms of the second group
will expire at the second annual shareholders' meeting after their election, and
the terms of the third group will expire at the third annual shareholders'
meeting after their election. At each annual shareholders' meeting held
thereafter, directors shall be chosen for a term of three years to succeed those
directors whose terms expire.

                          ARTICLE 6. PREEMPTIVE RIGHTS

        6.1 Common Stock. Shareholders of the Common Stock of the corporation
shall not have preemptive rights to acquire shares of stock or securities
convertible into shares of stock issued by the corporation.

        6.2 Preferred Stock. Holders of Preferred Stock shall have preemptive
rights subject to the rights and preferences as described under Article 4 of
these Articles of Incorporation.

                          ARTICLE 7. CUMULATIVE VOTING

        Shareholders of the corporation shall not have the right to cumulate
votes in the election of directors.

               ARTICLE 8. AMENDMENTS OF ARTICLES OF INCORPORATION

        The corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, in the manner now or hereafter
prescribed by law. All rights and powers conferred herein on shareholders and
directors are subject to this reserved power.

                   ARTICLE 9. LIMITATION OF DIRECTOR LIABILITY

        To the full extent that the Washington Business Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of the corporation shall
not be liable to the corporation or its shareholders for monetary damages for
his or her acts or omissions as a director. Any amendment to or repeal of this
Article 9 shall not adversely affect any right or protection of a director of
the corporation for or with respect to any acts or omissions occurring prior to
such amendment or repeal.