Registration Statement No. 33-48029
                                                   Filed Pursuant to Rule 424(c)

                              MICHAELS STORES, INC.

              SUPPLEMENT DATED AUGUST 25, 1994 TO PROSPECTUS DATED
                                  MAY 15, 1992

     With respect to the resale prospectus covering 1,255,717 shares of Common
Stock of Michaels Stores, Inc. filed with the Form S-3 Registration Statement
No. 33-48029:

     The section entitled "Plan of Distribution" is hereby amended by adding the
following paragraph at the end of such section on page five of this Prospectus:

          F. Jay Taylor intends to offer 5,000 shares of Common Stock to be
     acquired by him upon the exercise of currently exercisable options.  Sales
     of the Common Stock pursuant to this offer will be effected by the
     brokerage firm of Southwest Securities, Inc., Dallas, Texas.  Aggregate
     commissions of $800 will be paid.

     On August 24, 1994, the closing price of the Common Stock on the Nasdaq
National Market was $41 5/8.

     The section entitled "Selling Shareholders" in this Prospectus is hereby
amended by adding the following disclosure at the end of such section on page
seven of this Prospectus:

          This Prospectus Supplement covers the offer and sale by F. Jay Taylor
     of 5,000 shares of Common Stock to be acquired pursuant to presently
     exercisable options.

     The following table sets forth information as of August 25, 1994 concerning
the Common Stock held by Dr. Taylor who does not have, nor within the past three
years has had, any position, office or other material relationship with the
Company or any of its predecessors or affiliates, except as noted below.

                                           Common Stock
                      Beneficial        Offered for Selling
                     Ownership of          Stockholder's
                     Common Stock           Account Upon       Percent of Class
                   Prior to Offering          Exercise          After Offering
                   -----------------          --------          --------------

F. Jay Taylor          36,000(1)               5,000                  *

(1)  Includes 15,000 shares subject to presently exercisable options.

*    Indicates shares held are less than 1% of class.

     Dr. Taylor serves as a Director of the Company.

          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 25, 1994.