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


                            MICHAELS STORES, INC.
             SUPPLEMENT DATED MARCH 30, 1995 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 10,000 shares of Common Stock, 6,000
     of which are held by him and 4,000 of which will 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 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 $.10 per share of Common Stock sold.

     On March 29, 1995, the closing price of the Common Stock on the Nasdaq
National Market was $33.

     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
10,000 shares of Common Stock held by R. Don Morris.

     The following table sets forth information as of March 29, 1995 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     90,037(1)(2)            10,000                     *



 (1) Includes 69,000 shares subject to presently exercisable options.
 (2) Excludes 2,434 shares indirectly held in 401(K) Plan Trust (based on
     401(K) Plan Statement dated 7/31/94).



  *  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 MARCH 30, 1995.