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


                              MICHAELS STORES, INC.

               SUPPLEMENT DATED SEPTEMBER 30, 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:

      Douglas B. Sullivan intends to offer 10,000 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 Legg, Mason, Wood, Walker, Inc.,
   Winston-Salem, North Carolina. Mr. Sullivan will pay such brokerage
   firm a commission for the sale of the Common Stock, which commission
   shall be $.065 per share of Common Stock sold.

   On September 29, 1994, the closing price of the Common Stock on The Nasdaq
National Market was $42.

   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 of 10,000 shares of
   Common Stock held by Douglas B. Sullivan.

   The following table sets forth information as of September 30, 1994
concerning the Common Stock held by Mr. Sullivan 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.






                             Beneficial      Common Stock
                            Ownership of      Offered for
                            Common Stock        Selling         Percent of
                              Prior to       Stockholder's     Class After
                              Offering          Account        Offering(2)
                              --------          -------        -----------
                                                          
Douglas B. Sullivan           105,214           10,000              *


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

(1)  Includes 85,000 shares subject to presently exercisable options.
(2)  Assumes the exercise of all Options and the sale of the Common Stock
     acquired thereby.
(3)  Excludes 4,478 shares indirectly held by 401(k) Plan Trust (based on
     401(k) statement dated as of 10/31/93).


     Mr. Sullivan serves as Executive Vice President of the Company.

     THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 30, 1994.