Corn starch was reacted with urethane prepolymer in order to modifying starch and preparing new hydrophobic copolymers. These copolymers were prepared by two-step reactions. The polycaprolactone terminated hexamethylene diisocyanate (HDI) (as prepolymer) was prepared by introducing diisocyanate on both ends of PCL at a molar ratio of 1:2 (PCL:HDI). The grafting was performed by addition of polycaprolactone based prepolymer to starch solution of DMSO with different weight ratio of starch and prepolymer. The samples were characterized and examined by FTIR and ¹H NMR spectroscopy, DSC analysis, and scanning electron microscopy (SEM). By introducing NCO groups onto the PCL terminals, the FTIR spectrum shows a new sharp peak, representing the NCO groups and formation of prepolymer. By grafting this prepolymer onto starch a NH and urethane band were appeared. The effect of prepolymer percentage on hydrophobicity was measured through contact angle and it was found that increases with increasing amount of prepolymer. Glass transition temperature (T_g) is also affected with increasing amount of urethane linkages. Surface morphology of modified starch was studied by SEM. It was observed that the surfaces of modified starch are rougher and disordered than the surface of unmodified starch particles. This confirms the grafting and modification of starch. This modified starch can be used as filler in biodegradable starch based polymers.