8-K

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 8-K


                                CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of Earliest Event Reported):  June 9, 2000



                             MICHAELS STORES, INC.
            (Exact Name of Registrant as Specified in its Charter)



   DELAWARE                        0-11822                     75-1943604
  (State of                      (Commission                 (IRS Employer
Incorporation)                   File Number)              Identification No.)


8000 BENT BRANCH DRIVE
IRVING, TEXAS                                                  75063-6041
P.O. BOX 619566
DFW, TEXAS                                                     75261-9566
(Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code:  (972) 409-1300

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ITEM 5.  OTHER EVENTS.

    On June 9, 2000, Michaels Stores, Inc. issued a press release announcing
that it has elected to redeem all of its outstanding 4 3/4% / 6 3/4% Step-up
Convertible Subordinated Notes Due 2003 (the "Securities").  As described
more fully in the press release, holders of the Securities may submit their
Securities for conversion into shares of the Company's common stock prior to
5:00 p.m. Eastern Time on June 22, 2000.  All Securities not submitted for
conversion by such time will be automatically redeemed on June 29, 2000.  A
copy of the press release is attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

    (c)  Exhibits:



Exhibit
Number         Description
- -------        -----------
            
99.1           Press Release, dated June 9, 2000 (filed herewith)






























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                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                       MICHAELS STORES, INC.



                                       By: /s/ Bryan M. DeCordova
                                          ------------------------------------
                                          Bryan M. DeCordova
                                          Executive Vice President --
                                          Chief Financial Officer

Date:  June 12, 2000

















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                               INDEX TO EXHIBITS



Exhibit
Number      Description
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 99.1       Press Release, dated June 9, 2000 (filed herewith)

EX-99.1

                                 [LETTERHEAD]

Contact: Bryan M. DeCordova
Executive Vice President --
Chief Financial Officer
(972) 409-1581

Christopher J. Holland
Vice President -- Finance
(972) 409-1667

NEWS RELEASE

FOR IMMEDIATE RELEASE


        MICHAELS CALLS FOR REDEMPTION OF CONVERTIBLE SUBORDINATED NOTES

IRVING, Texas - June 9, 2000 - Michaels Stores, Inc. (Nasdaq: MIKE) today
announced that it has called for the redemption on June 29, 2000 of the
Company's 4.75%/6.75% Step-up Convertible Subordinated Notes Due 2003 (the
"Securities").  The aggregate principal amount of the Securities outstanding
is approximately $96.9 million.

    Pursuant to the terms of the Indenture governing the Securities, prior to
5:00 p.m., Eastern Time, on June 22, 2000, holders may convert their
Securities into shares of Michaels common stock at a price of $38.00 per
share.  Cash will be paid in lieu of fractional shares.  No interest will be
paid on Securities surrendered for conversion.  The last reported sale price
on June 8, 2000 of Michaels common stock on The NASDAQ Stock Market was
$44.125.

    Alternatively, holders may have their Securities redeemed at a total
redemption price of $1,051.25 per $1,000 principal amount of Securities,
including a $20.50 premium for early redemption and accrued interest of
$30.75.  Any Securities not surrendered for conversion on or before 5:00
p.m., Eastern Time on June 22, 2000 will be automatically redeemed on June
29, 2000, on and after which date interest will cease to accrue.

    A Notice of Redemption is being mailed to all registered holders of the
Securities.  Copies of the Notice of Redemption may be obtained from The Bank
of New York by calling Mr. Remo Reale at (212) 815-3703.

    Bryan DeCordova, Chief Financial Officer, said, "We are in the enviable
position of having more than sufficient resources to redeem these Securities,
and by doing so we will in effect repurchase over 2.5 million shares of our
common stock, consistent with our previously announced Stock Repurchase
Program.  If, however, the debt is converted to common stock, it will improve
our balance sheet and cash flow and will have a slightly positive impact on
our diluted earnings per share this year."

Michaels Stores, Inc. (http://www.michaels.com) is the world's largest
retailer of arts, crafts, framing, floral, decorative wall decor and seasonal
merchandise for the hobbyist and do-it-yourself home decorator.  The Company
owns and operates 590 Michaels stores in 48 states, Canada, and Puerto Rico,
and 100 Aaron Brothers stores, located primarily on the West Coast and one
wholesale store located in Dallas, Texas.

Certain statements contained herein which are not historical facts are
forward looking statements that involve risks and uncertainties, including,
but not limited to, customer demand and trends in the arts and crafts
industry, related inventory risks due to shifts in customer demand, the
effect of economic conditions, the impact of competitors' locations or
pricing, the availability of acceptable locations for new stores,
difficulties with respect to new information system technologies, supply
constraints or difficulties, the results of financing efforts, the
effectiveness of advertising strategies and other risks detailed in the
Company's Securities and Exchange Commission filings

    To receive a fax copy of this press release, dial 1-800-758-5804 and
enter company code 115769.  This press release is also available to First
Call subscribers and on the Michaels Stores, Inc. web site
(http://www.michaels.com).