Registration Statement No. 33-55537
                                                   Filed Pursuant to Rule 424(c)

                              MICHAELS STORES, INC.

             SUPPLEMENT DATED NOVEMBER 8, 1994 TO PROSPECTUS DATED
                               SEPTEMBER 21, 1994

     With respect to the resale prospectus covering 901,066 shares of Common
Stock of Michaels Stores, Inc. (the "Company") filed with the Form S-3
Registration Statement No. 33-55537:

     On November 7, 1994, the closing price of the Common Stock on The Nasdaq
National Market was $43.

     The section entitled "Selling Shareholders" in this Prospectus is hereby
amended by adding the following disclosure as part of the Selling Stockholder
table on page four of this Prospectus.  Such disclosure (i) reflects a
distribution of Common Stock by Prudential-Bache Capital Partners I., L.P. to
its partners and (ii) sets forth information as of November 8, 1994, concerning
the indicated Selling Stockholders, who do not have, nor within the past three
years have had, any position, office or other material relationship with the
Company or any of its predecessors or affiliates, except as noted below.




                                          Shares Beneficially Owned
                                            Prior to the Offering(1)                               Shares Beneficially Owned After
                                            ---------------------          Common Stock Offered             the Offering(1)
                                                                        for Selling Stockholders'           ------------
          Name of Beneficial Owner         Number         Percent               Account(2)            Number             Percent
          ------------------------         ------         -------               -------               ------             -------
                                                                                                          
Alan Altschuler(3)                             5,368         *                          4,967               401             *

William H. Anderson                              455         *                            232               223             *

Peter W. Comber                                   93         *                             83                10             *

David R. Copley                                  554         *                            433               121             *

Estate of William L. Custard                   1,559         *                          1,159               400             *

Alan L. Edgar                                    325         *                            291                34             *

Nathan S. Howard                                 233         *                            174                59             *

George A. Khouri                                 429         *                            290               139             *

Clark C. King, III                               240         *                            189                51             *

L. James Lewis                                   224         *                            224                 0             *

Fred H. Muhs                                   1,169         *                            869               300             *

John R. Muse                                     734         *                            587               147             *

Lawrence L. Nathanson                            178         *                            143                35             *

Photios Paulson                                  303         *                            220                83             *

Cornelius C. Perry                               324         *                            290                34             *

J. Douglas Pitts                                 831         *                            649               182             *




                                          Shares Beneficially Owned
                                            Prior to the Offering(1)                               Shares Beneficially Owned After
                                            ---------------------          Common Stock Offered             the Offering(1)
                                                                        for Selling Stockholders'           ------------
          Name of Beneficial Owner         Number         Percent               Account(2)            Number             Percent
          ------------------------         ------         -------               -------               ------             -------
                                                                                                          
Richard Poirier                                  139         *                            139                 0             *

James C. Wylie                                   172         *                            139                33             *

Christian Y. Wyser-Pratte                        727         *                            649                78             *

Harrison Young                                   201         *                            162                39             *
                                              ------        ---                        ------             -----            ---

TOTAL                                         14,258         *                         11,889             2,369             *


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

(1.) Includes shares indirectly held through ownership of limited partnership
     interests in partnerships that own shares of Common Stock.

(2.) The Shares listed in this Selling Stockholder Table do not include the
     Escrowed Shares (as defined in this Prospectus).  In the event that the
     former capital stockholders of Leewards (as defined in this Prospectus) in
     fact receive all or part of the Escrowed Shares, this Selling Stockholder
     Table will be amended or supplemented to include such Shares and to include
     the following former capital stockholders of Leewards that may also receive
     a portion of the Escrowed Shares: Jon H. Browne (a former director and/or
     officer of Leewards), GIPEN & Co., MONY Life Insurance Company of America
     and The Mutual Life Insurance Company of New York.

(3.) This reference to Alan Altschuler is intended to supersede and replace the
     reference to Mr. Altschuler listed in the supplement to this Prospectus
     dated October 24, 1994, which prior reference overstated Mr. Altschuler's
     beneficial ownership by roughly 1,159 shares of Common Stock.


          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 8, 1994.

  THIS PROSPECTUS WAS PREVIOUSLY SUPPLEMENTED BY A PROSPECTUS SUPPLEMENT DATED
                                OCTOBER 24, 1994.