Registration Statement No. 33-53883
                                                  Filed Pursuant to Rule 424(c)


                             MICHAELS STORES, INC.

            SUPPLEMENT DATED SEPTEMBER 14, 1994 TO PROSPECTUS DATED
                               AUGUST 15, 1994


     With respect to the resale prospectus covering 455,000 shares of Common
Stock of Michaels Stores, Inc. filed with the Form S-3 Registration Statement
No. 33-53883:

     On September 13, 1994, the closing price of the Common Stock on the Nasdaq
National Market was $43.

     The section entitled "Selling Stockholders" in this Prospectus is hereby
amended by adding the following disclosure following the last paragraph on
page three of this Prospectus:

          This Prospectus Supplement covers the offer and sale by Donna Fenn
     of 8,362 shares of Common Stock.

     The following table sets forth information as of September 14, 1994
concerning the Common Stock held by Ms. Fenn 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.



                BENEFICIAL             COMMON STOCK          BENEFICIAL
               OWNERSHIP OF         OFFERED FOR SELLING     OWNERSHIP OF      PERCENT OF
               COMMON STOCK            STOCKHOLDER'S        COMMON STOCK     CLASS AFTER
             PRIOR TO OFFERING            ACCOUNT          AFTER OFFERING     OFFERING
             -----------------            -------          --------------     --------
                                                                  
Donna Fenn         8,362                   8,362                  0               *


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


         THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 14, 1994