FILED PURSUANT TO RULE 424(b)(3)
                                                      REGISTRATION NO. 333-29421


                              PROSPECTUS SUPPLEMENT
                       (To Prospectus Dated June 20, 1997)

                                1,450,000 SHARES

                              MICHAELS STORES, INC.

                                  Common Stock

         This Prospectus Supplement supplements the Prospectus dated June 20,
1997, of Michaels Stores relating to (i) the offer and sale by Michaels Stores
of up to 940,000 Shares of Michaels Stores' Common Stock, par value $0.10 per
share, 740,000 of which are issuable by Michaels Stores upon exercise of the
1994 Options granted to eligible persons pursuant to the provisions of the
Michaels Stores Amended and Restated 1994 Non-Statutory Stock Option Plan, and
the remaining 200,000 of which are issuable by Michaels Stores upon the exercise
of the Rouleau Options granted to R. Michael Rouleau pursuant to the provisions
of the Michaels Stores Stock Option Agreement, dated June 6, 1997, between
Michaels Stores and Rouleau, and the subsequent offer and resale of such Shares
from time to time by certain of such persons or permitted transferees as Selling
Stockholders, (ii) such indeterminate number of additional shares of Common
Stock as may become subject to awards under the Plan and the Agreement as a
result of the antidilution provisions contained therein, and (iii) the offer and
sale by the Selling Stockholders listed herein of up to 510,000 additional
Shares, acquired or to be acquired by such Selling Stockholders upon the
exercise of other options granted pursuant to the Plan or the Agreement, which
may be offered and sold from time to time by such Selling Stockholders. Terms
used in this Prospectus Supplement that are defined in the Prospectus are used
herein as so defined.

         This Prospectus Supplement restates in its entirety the information set
forth under the caption "Selling Stockholders" in the Prospectus.


                                 ----------------


          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 3, 1999.




                              SELLING STOCKHOLDERS

         This Prospectus covers the purchase from Michaels Stores of an
aggregate of up to 940,000 Shares plus such indeterminate number of additional
shares of Common Stock as may become subject to awards under the Plan and the
Agreement as a result of the antidilution provisions contained therein, by the
holders of Options upon the exercise of the Options and the subsequent offer and
resale of Shares previously acquired or to be acquired by certain holders of
Options upon the exercise of those Options.

         The entire number of 1994 Options authorized to be granted to eligible
individuals pursuant to the Plan were granted as of July 25, 1997, and from that
date no further 1994 Options may be granted pursuant to the Plan. Unless sooner
terminated by action of the Board, the Plan terminates on December 31, 2014.

         Pursuant to the Agreement, Michaels Stores granted the Rouleau Options
to R. Michael Rouleau. The Rouleau Options and all rights incident thereto
terminate on April 1, 2000.

         The following table sets forth certain information as of August 31,
1999, with respect to Selling Stockholders who currently hold Options to
purchase Shares, including any positions, offices or other material
relationships of certain Selling Stockholders with Michaels Stores. Michaels
Stores is unaware whether the Selling Stockholders listed below intend to
exercise the Options or to sell the Shares acquired upon exercise of Options.

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                                                              COMMON STOCK         NUMBER OF         COMMON STOCK
                                                                OWNERSHIP          SHARES OF           OWNERSHIP
                                                        PRIOR TO OFFERING (1)(2)  COMMON STOCK     AFTER OFFERING (2)
                                                        ------------------------ -------------- ----------------------
                   NAME AND POSITION                       NUMBER    PERCENTAGE  OFFERED HEREBY    NUMBER   PERCENTAGE
- ------------------------------------------------------- ------------ ----------- -------------- ---------   ----------
                                                                                             
Yurta Faf Limited (3)                                       900,000     2.9%        100,000       800,000      2.6%
Soulieana Limited (4)                                       100,000       *          50,000        50,000        *
Dortmund Limited (5)                                        140,000       *          30,000       110,000        *
Sam Wyly (6)                                              2,402,962     7.6%        633,333     1,769,629      5.7%
  Chairman of the Board of Directors
Stargate, Ltd. (7)                                          800,000     2.6%         18,080       781,920      2.5%
R. Michael Rouleau (8)                                      780,577     2.5%        238,587       541,990      1.8%
   Chief Executive Officer



 *     Less than 1% of class.

(1)    Based on ownership as of August 31, 1999. Persons holding shares of
       Common Stock pursuant to the Michaels Stores Employees 401(k) Plan
       generally have sole voting power, and investment power with respect to
       such shares.

(2)    Based on 30,188,944 shares of Common Stock issued and outstanding as of
       August 31, 1999.

(3)    Includes 100,000 Shares to be acquired upon exercise of options granted
       under the Plan, all of which are presently exercisable. Also includes
       800,000 shares of Common Stock to be acquired upon exercise of options
       granted under other stock option plans of Michaels Stores.

(4)    Includes 50,000 Shares to be acquired upon exercise of options granted
       under the Plan, all of which are presently exercisable. Also includes
       50,000 shares of Common Stock to be acquired upon exercise of options
       granted under other stock option plans of Michaels Stores.

(5)    Includes 30,000 Shares to be acquired upon exercise of options granted
       under the Plan, all of which are presently exercisable. Also includes
       110,000 shares of Common Stock to be acquired upon exercise of options
       granted under other stock option plans of Michaels Stores.

(6)    Includes 633,333 Shares to be acquired upon exercise of 1994 Options
       granted under the Plan, all of which are presently exercisable and
       891,667 shares to be acquired upon exercise of options under other stock
       option plans of Michaels Stores.

(7)    Includes 18,080 Shares to be acquired upon exercise of 1994 Options
       granted under the Plan, all of which are presently exercisable and
       781,920 shares of Common Stock to be acquired upon exercise of options
       granted under other stock option plans of Michaels Stores. Mr. Charles J.
       Wyly, Jr. is a general partner and limited partner of Stargate Ltd., a
       limited partnership.

(8)    Includes 150,000 Shares to be acquired upon exercise of options granted
       under the Agreement, all of which are presently exercisable and 88,587
       Shares to be acquired upon exercise of 1994 Options granted under the
       Plan, all of which are presently exercisable. Also includes 511,413
       shares of Common Stock to be acquired upon exercise of options under
       other stock option plans of Michaels Stores and 2,457 shares of Common
       Stock held pursuant to the 401(k) Plan.

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