SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                           INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 AND RULE  13a-17
                               OR 15d-17 THEREUNDER


                              MICHAELS STORES, INC.
                (Exact name of Issuer as specified in charter)


                           5931 CAMPUS CIRCLE DRIVE
                             IRVING, TEXAS 75063
                               P.O. BOX 619566
                             DFW, TEXAS 75261-9566
                    (Address of principal executive offices)

                              (214) 714-7000
                 (Issuer's telephone number, including area code)




                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the 
number of shares outstanding:

1.  Title of security:  Common Stock, par value $.10 per share

2.  Number of shares outstanding before the change: 21,482,195

3.  Number of shares outstanding after the change:  23,504,110

4.  Effective date of change:  April 4, 1996

5.  Method of change:  (i)   Issuance and sale of Common Stock;
                       (ii)  Issuance and sale of Common Stock;
                       (iii) Issuance and sale of Common Stock;
                       (iv)  Revision to shares contributed to Issuer's 
                             401(k) plan;
                       (v)   Exercise of stock options.



Give brief description of transaction.

   (i)    Issuance and sale of 900,000 shares of Common Stock pursuant to a 
          Stock Purchase Agreement, dated March 29, 1996 between the Issuer and
          Locke Limited, an Isle of Man corporation;

   (ii)   Issuance and sale of 666,667 shares of Common Stock pursuant 
          to a Stock Purchase Agreement, dated March 29, 1996 between the Issuer
          and Quayle Limited, an Isle of Man corporation;

   (iii)  Issuance and sale of 433,333 shares of Common Stock pursuant 
          to a Stock Purchase Agreement, dated March 29, 1996 between the Issuer
          and Fugue Limited, an Isle of Man corporation;

   (iv)   Reduction by 13,665 shares of Common Stock returned to the 
          Issuer as a result of overfunding of the Issuer's 401(k) plan; and

   (v)    Exercise of options to acquire 8,250 shares of Common Stock.


                         II. CHANGE IN NAME OF ISSUER

                                 Not applicable.

Date:  April 15, 1996                      /s/ R. DON MORRIS
                                          --------------------------------------
                                           R. Don Morris
                                           Executive Vice President & Chief
                                           Financial Officer


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