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


                              MICHAELS STORES, INC.

             SUPPLEMENT DATED SEPTEMBER 29, 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:

          R. Don Morris intends to offer 16,000 shares of Common Stock held
     by him.  Sales of the Common Stock pursuant to this offer will be
     effected by the brokerage firm of Southwest Securities, Inc., Dallas,
     Texas.  Mr. Morris will pay such brokerage firm a commission for the
     sale of the Common Stock, which commission shall be $.12 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 by R. Don
     Morris of 16,000 shares of Common Stock held by R. Don Morris.

     The following table sets forth information as of September 29, 1994
concerning the Common Stock held by Mr. Morris 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 Selling
                    Common Stock           Stockholder's       Percent of Class
                  Prior to Offering           Account           After Offering
                  -----------------     -------------------    ----------------

                                                      
R. Don Morris       108,850(1)(2)             16,000                   *


(1)  Includes 77,500 shares subject to presently exercisable options.
(2)  Excludes 2,286 shares indirectly held in 401(K) Plan Trust (based on 401(K)
     Plan Statement dated 10/31/93).

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


     Mr. Morris serves as Executive Vice President and Chief Financial Officer
of the Company.

          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 29, 1994.