SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

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

STARBUCKS CORPORATION

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

Transaction Valuation*		Amount of Filing Fee*
Not Applicable*		Not applicable*

* Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications.

o

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:		N/A		Filing Party:		N/A
Form of Registration No.:		N/A		Date Filed:		N/A

þ

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

Attached are (i) the Notice of Annual Meeting of Shareholders and Definitive Proxy Statement for the Annual Meeting of Shareholders of Starbucks Corporation (the “Company”) to be held on March 18, 2009 (the “Proxy Statement”), which contains a proposal submitted to the Company’s shareholders to approve amendments to the Company’s existing equity plans to permit a one-time voluntary stock option exchange program (the “Option Exchange Program”); (ii) a communication sent by the Company’s chairman, president and chief executive officer to the Company’s partners (employees) on January 22, 2009 regarding the submission of the proposal for approval by the Company’s shareholders to amend the Company’s existing equity plans to permit the Option Exchange Program (the “Partner Communication”); and (iii) frequently asked questions, sent to the Company’s partners on January 22, 2009 regarding the proposed Option Exchange Program (“Partner FAQs”). The Proxy Statement, Partner Communication and Partner FAQs do not constitute an offer to holders of the Company’s outstanding stock options to exchange those options. The Option Exchange Program will only be commenced, if at all, if shareholders approve the amendments to the Company’s existing equity plans to permit the Option Exchange Program.

The Option Exchange Program described in the Proxy Statement, Partner Communication and Partner FAQs has not commenced and will not commence unless the requisite shareholder approval is obtained at the Company’s 2009 Annual Meeting of Shareholders. Even if the requisite shareholder approval is obtained, the Company may still decide later not to implement the Option Exchange Program. The Company will file a Tender Offer Statement on Schedule TO with the SEC upon the commencement of the Option Exchange Program. Persons who may be eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO, including the offer to exchange and other related materials, when those materials become available because they will contain important information about the Option Exchange Program. Starbucks shareholders and option holders will be able to obtain these written materials and other documents filed by Starbucks with the SEC free of charge from the SEC’s website at www.sec.gov.

Item 12. Exhibits.

Exhibit No.		Document
99.1		Notice of Annual Meeting of Shareholders and Proxy Statement for the 2009 Annual Meeting of Shareholders (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 22, 2009)
99.2		Communication to Partners, dated January 22, 2009
99.3		Partner Frequently Asked Questions, dated January 22, 2009