Registration Statement No. 33-54726
                                                 Filed Pursuant to Rule 424(c)


                            MICHAELS STORES, INC.

             SUPPLEMENT DATED AUGUST 25, 1994 TO PROSPECTUS DATED
                              NOVEMBER 20, 1992

   With respect to the resale prospectus covering 2,051,087 shares of Common
Stock of Michaels Stores, Inc. filed with the Form S-8 Registration Statement
No. 33-54726:

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

      Robert H. Rudman intends to offer 15,000 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 Charles Schwab & Co., Inc., San Francisco, California.
   Aggregate commissions of $828.75 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 two of this Prospectus:

      This Prospectus Supplement covers the offer and sale by Robert H. Rudman
   of 15,000 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 Mr. Rudman 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
                  -----------------  -------------------    ----------------

                                                   

Robert H. Rudman      37,918(1)             15,000                  *


(1) Includes 37,600 shares subject to presently exercisable options (or
    exercisable within 60 days), includes 318 shares held directly (based on
    Employees Stock Purchase Plan statement dated August 12, 1994), and
    Plan statement dated October 31, 1993).

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





   Mr. Rudman serves as Senior Vice President - Merchandising/Marketing of
the Company.


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