EXHIBIT 3.1.1

                     ARTICLES OF AMENDMENT OF
                   ARTICLES OF INCORPORATION OF
                      STARBUCKS CORPORATION

ARTICLES OF AMENDMENT of the Articles of Incorporation of
Starbucks Corporation, (the "Corporation") are herein executed by
said Corporation, pursuant to the provisions of RCW 23B.10.060
and 23B.10.020(4), as follows:

FIRST:  The name of the Corporation is Starbucks Corporation.

SECOND:  Article 4 of the Articles of Incorporation is amended to
read as follows:


ARTICLE  4.  SHARES

The Corporation shall have authority to issue 107,500,000
shares of capital stock of which 100,000,000 shares shall be
common stock, and 7,500,000 shares shall be preferred stock.

4.1  Common Stock.  The Corporation shall have authority to
issue up to 100,000,000 shares of common stock, each share
without par value.

4.2  Preferred Stock  The Corporation shall have authority
to issue up to 7,500,000 shares of preferred stock, each
share without par value.  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.

THIRD:  This amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

FOURTH:  The date of the adoption of said Amendment by the
Directors of said Corporation was the 26th day of September,
1995, and said Amendment shall become effective December 1, 1995.

FIFTH:  The amendment was adopted by resolution of the Board of
Directors without shareholder action.  Pursuant to RCW
23B.10.020(4), shareholder action is not required.

The foregoing is executed under penalty of perjury by the
undersigned, who is authorized to do so on behalf of the
Corporation.


DATED this 21st day of November, 1995.


                                      Starbucks Corporation


                                      By:  /s/ G. Scott Greenburg
                                           ----------------------
                                      G. Scott Greenburg
                                      Corporate Secretary