<PAGE>

   As filed with the Securities and Exchange Commission on November 17, 1995.
                                                    Registration No. 33-
______________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933


                             MICHAELS STORES, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                        75-1943604
 (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

       5931 CAMPUS CIRCLE DRIVE
         IRVING, TEXAS 75063
           P.O. BOX 619566
             DFW, TEXAS                                     75261-9566
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                          ___________________________

                             MICHAELS STORES, INC.
                     1994 NON-STATUTORY STOCK OPTION PLAN
                           (FULL TITLE OF THE PLAN)

                                 R. DON MORRIS
                           5931 CAMPUS CIRCLE DRIVE
                             IRVING, TEXAS   75063
                                (214) 714-7000
               (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT OF SERVICE)
                          ___________________________

                                  COPIES TO:
         MARK V. BEASLEY, ESQ.             CHARLES D. MAGUIRE, JR., ESQ.
        Michaels Stores, Inc.                 Jackson & Walker, L.L.P.
      5931 Campus Circle Drive               901 Main Street, Suite 6000
           Irving, Texas                         Dallas, Texas 75202
          P.O. Box 619566
      DFW, Texas 75261-9566

              APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                             PURSUANT TO THE PLAN:
    From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------
     Title of                         Proposed Maximum      Proposed Maximum
 Securities to be     Amount to be    Offering Price Per    Aggregate Offering       Amount of
  Registered           Registered          Share(1)              Price(1)         Registration Fee
- --------------------------------------------------------------------------------------------------
 <S>                    <C>                 <C>               <C>                    <C>
Common Stock,
$.10 par value           50,000            $16.00               $800,000               $276
- --------------------------------------------------------------------------------------------------

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices
     of the Common Stock, as reported on The Nasdaq National Market, on
     November 11, 1995.


<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which have been filed with the
Commission by the Company, or where applicable the Plan, are
incorporated herein by reference and made a part hereof:  (i)
Annual Report on Form 10-K for the year ended January 29, 1995;
(ii) Quarterly Report on Form 10-Q for the quarter ended April
30, 1995; (iii) Form 10-Q for the quarter ended July 30, 1995;
(iv) Annual Report on Form 11-K for the year ended January 31,
1995; (v) definitive Proxy Statement, dated May 8, 1995, relating
to the Company's Annual Meeting of Stockholders held on June 6,
1995; and (vi) Registration Statement on Form 8-A (No. 0-11822),
effective as of September 11, 1991 and any amendments filed
thereto.

    All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.

    Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law empowers
a corporation to indemnify its directors and officers or former
directors or officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors
and officers.  Such law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under
the corporation's certificate of incorporation, bylaws, any
agreement or otherwise.


<PAGE>

    Reference is made to Article Nine of the Registrant's
Restated Certificate of Incorporation, as amended, Exhibit 4.1 of
this Registration Statement, which provides for indemnification
of directors and officers.

    Reference is made to Article IX of the Registrant's Amended
Bylaws, Exhibit 4.2 to this Registration Statement, which
provides for indemnification of directors and officers.

    In addition, the Registrant has entered into Indemnity
Agreements with certain of its directors and executive officers.

    The Registrant has procured insurance that purports (i) to
insure it against certain costs of indemnification that may be
incurred by it pursuant to the provisions referred to above or
otherwise and (ii) to insure the directors and officers of the
Registrant against certain liabilities incurred by them in the
discharge of their functions as directors and officers except for
liabilities arising from their own malfeasance.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    The following is a list of all exhibits filed as a part of
this Registration Statement on Form S-8, including those
incorporated herein by reference.

<TABLE>
<CAPTION>

    Exhibit No.             Description of Exhibit
    -----------             -----------------------
     <S>                 <C>
     4.1    Restated Certificate of Incorporation of the Company. (1)

     4.2    Bylaws of the Company, as amended and restated. (2)

     4.3    Form of Common Stock Certificate. (3)

     4.4    Common Stock and Warrant Agreement dated as of October
            16, 1984 between Michaels Stores, Inc. and Peoples
            Restaurants, Inc., including form of Warrant. (4)

     4.5    First Amendment to Common Stock and Warrant Agreement
            dated October 31, 1984 between The First Dallas Group,
            Ltd. and Michaels Stores, Inc. (4)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

     <S>                 <C>
     4.6    Second Amendment to Common Stock and Warrant Agreement
            dated November 28, 1984 between First Dallas
            Investments-Michaels I, Ltd. and Michaels Stores,
            Inc. (4)

     4.7    Third Amendment to Common Stock and Warrant Agreement
            dated February 27, 1985 between First Dallas
            Investments-Michaels I, Ltd., The First Dallas Group,
            Ltd., Sam Wyly, Charles J. Wyly, Jr. and Michaels
            Stores, Inc. (3)

     4.8    Amendment to Common Stock and Warrant Agreement dated
            September 1, 1992 between Michaels Stores, Inc., The
            Andrew David Sparrow Wyly Trust, Charles J. Wyly, Jr.,
            The Martha Caroline Wyly Trust, The Charles Joseph
            Wyly, III Trust, The Emily Ann Wyly Trust, The Jennifer
            Lynn Wyly Trust, Donald R. Miller, Jr., Evan A. Wyly,
            The Laurie Louise Wyly Trust, The Lisa Lynn Wyly Trust,
            The Sam Wyly and Rosemary Wyly Children's Trust No. 1
            of 1965 fbo Kelly Wyly and Tallulah, Ltd. (1)

     4.9    Indenture, dated as of January 22, 1993, between
            Michaels Stores, Inc. and NationsBank of Texas, N.A.,
            as Trustee, including the form of 4 3/4%/6 3/4% Step-up
            Convertible Subordinated Note, included therein. (4)

     5      Opinion of Jackson & Walker, L.L.P. (1)

    15      None.

    23.1    Consent of Ernst & Young LLP. (5)

    23.2    Consent of Jackson & Walker, L.L.P. (included in its
            opinion filed as Exhibit 5 to this Registration
            Statement). (5)

    24      Power of Attorney (appearing on page II-5 of this
            Registration Statement). (5)

    25      None.

    27      None.

    28      None.

    99      1994 Non-Statutory Stock Option Plan. (5)
</TABLE>

___________

(1)   Previously filed as an Exhibit to the Company's Registration Statement
      on Form S-8 (No. 33-54726) and incorporated herein by reference.

(2)   Previously filed as an exhibit to the Company's Annual Report on Form
      10-K for the year ended January 30, 1994 and incorporated herein by
      reference.

(3)   Previously filed as an Exhibit to the Company's Registration Statement
      on Form S-1 (No. 33-9456) and incorporated herein by reference.



<PAGE>

(4)   Previously filed as an exhibit to the Company's Annual Report on Form
      10-K for the year ended January 31, 1993 and incorporated herein by
      reference.

(5)   Filed herewith.


ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or
      sales are being made, a post-effective amendment to this
      registration statement:

                        (i)   To include any prospectus required by
            section 10(a)(3) of the Securities Act of 1933;

                        (ii)  To reflect in the prospectus any facts
            or events arising after the effective date of the
            registration statement (or the most recent post-
            effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the
            information set forth in the registration statement.
            Notwithstanding the foregoing, any increase or decrease
            in volume of securities offered (if the total dollar
            value of securities offered would not exceed that which
            was registered) and any deviation from the low or high
            end of the estimated maximum offering range may be
            reflected in the form of prospectus filed with the
            Commission pursuant to Rule 424(b) if, in the
            aggregate, the changes in volume and price represent no
            more than a 20% change in the maximum aggregate
            offering price set forth in the "Calculation of
            Registration Fee" table in the effective registration
            statement;

                        (iii)  To include any material information
            with respect to the plan of distribution not previously
            disclosed in the registration statement or any material
            change to such information in the registration
            statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining any liability
      under the Securities Act of 1933, each such post-effective
      amendment shall be deemed to be a new registration statement
      relating to the securities offered therein, and the offering
      of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-
      effective amendment any of the securities being registered
      which remain unsold at the termination of the offering.


<PAGE>

      (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Irving, State of Texas, on the 16th day of November,
1995.


                                         MICHAELS STORES, INC.



                                         By: /s/ SAM WYLY
                                             ---------------------------
                                             Sam Wyly
                                             Chairman of the Board and
                                             Chief Executive Officer





                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and
appoints each of R. Don Morris, Douglas B. Sullivan and Mark V.
Beasley as his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.


<PAGE>

      Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

       Signatures                  Title                     Date
       ----------                  -----                     ----
                              Chairman of the
     /s/ SAM WYLY          Board of Directors and
- -------------------------      Chief Executive           November 16, 1995
       Sam Wyly              Officer (Principal
                             Executive Officer)

/s/ CHARLES J. WYLY, JR.
- -------------------------    Vice Chairman of the
  Charles J. Wyly, Jr.        Board of Directors         November 16, 1995


- -------------------------    President and Chief         November __, 1995
  Douglas B. Sullivan         Operating Officer


- -------------------------        Director                November __, 1995
   Richard E. Hanlon


- -------------------------        Director                November __, 1995
    F. Jay Taylor

  /S/ MICHAEL C. FRENCH
- -------------------------        Director                November 16, 1995
   Michael C. French

   /s/ EVAN A. WYLY
- -------------------------        Director                November 16, 1995
      Evan A. Wyly

/s/ DONALD R. MILLER, JR.
- -------------------------    Vice President-Market       November 16, 1995
  Donald R. Miller, Jr.     Development, and Director


  /s/ R. DON MORRIS          Executive Vice President
- -------------------------   and Chief Financial Officer  November 16, 1995
    R. Don Morris            (Principal Financial and
                               Accounting Officer)



<PAGE>

                               INDEX TO EXHIBITS

Exhibit
 Number              Description of Exhibit
- -------              ----------------------

 5    Opinion of Jackson & Walker, L.L.P.

23.1  Consent of Ernst & Young LLP.

23.2  Consent of Jackson & Walker, L.L.P.*

24    Power of Attorney.**

_____________

*     Included in the opinion of Jackson & Walker, L.L.P., filed
      herewith.
**    Included in the signature pages hereto.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19538}]
{"company-data": {"conformed-name": "MICHAELS STORES INC", "cik": "0000740670", "assigned-sic": "5945", "irs-number": "751943604", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64379", "film-number": "95594583"}, "business-address": {"street1": "5931 CAMPUS CIRCLE DR", "city": "IRVING", "state": "TX", "zip": "75063", "phone": "2147147000"}, "mail-address": {"street1": "PO BOX 619566", "city": "DFW", "state": "TX", "zip": "75261"}}
As filed with the Securities and Exchange Commission on November 17, 1995.
                                                    Registration No. 33-
______________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                             MICHAELS STORES, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                        75-1943604
 (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

       5931 CAMPUS CIRCLE DRIVE
         IRVING, TEXAS 75063
           P.O. BOX 619566
             DFW, TEXAS                                     75261-9566
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                          ___________________________

                             MICHAELS STORES, INC.
                     1994 NON-STATUTORY STOCK OPTION PLAN
                           (FULL TITLE OF THE PLAN)

                                 R. DON MORRIS
                           5931 CAMPUS CIRCLE DRIVE
                             IRVING, TEXAS   75063
                                (214) 714-7000
               (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT OF SERVICE)
                          ___________________________

                                  COPIES TO:
         MARK V. BEASLEY, ESQ.             CHARLES D. MAGUIRE, JR., ESQ.
        Michaels Stores, Inc.                 Jackson & Walker, L.L.P.
      5931 Campus Circle Drive               901 Main Street, Suite 6000
           Irving, Texas                         Dallas, Texas 75202
          P.O. Box 619566
      DFW, Texas 75261-9566

              APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                             PURSUANT TO THE PLAN:
    From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
     Title of                         Proposed Maximum      Proposed Maximum
 Securities to be     Amount to be    Offering Price Per    Aggregate Offering       Amount of
  Registered           Registered          Share(1)              Price(1)         Registration Fee
- --------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value           50,000            $16.00               $800,000               $276
- --------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices
     of the Common Stock, as reported on The Nasdaq National Market, on
     November 11, 1995.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which have been filed with the
Commission by the Company, or where applicable the Plan, are
incorporated herein by reference and made a part hereof:  (i)
Annual Report on Form 10-K for the year ended January 29, 1995;
(ii) Quarterly Report on Form 10-Q for the quarter ended April
30, 1995; (iii) Form 10-Q for the quarter ended July 30, 1995;
(iv) Annual Report on Form 11-K for the year ended January 31,
1995; (v) definitive Proxy Statement, dated May 8, 1995, relating
to the Company's Annual Meeting of Stockholders held on June 6,
1995; and (vi) Registration Statement on Form 8-A (No. 0-11822),
effective as of September 11, 1991 and any amendments filed
thereto.

    All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.

    Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law empowers
a corporation to indemnify its directors and officers or former
directors or officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors
and officers.  Such law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under
the corporation's certificate of incorporation, bylaws, any
agreement or otherwise.
Reference is made to Article Nine of the Registrant's
Restated Certificate of Incorporation, as amended, Exhibit 4.1 of
this Registration Statement, which provides for indemnification
of directors and officers.

    Reference is made to Article IX of the Registrant's Amended
Bylaws, Exhibit 4.2 to this Registration Statement, which
provides for indemnification of directors and officers.

    In addition, the Registrant has entered into Indemnity
Agreements with certain of its directors and executive officers.

    The Registrant has procured insurance that purports (i) to
insure it against certain costs of indemnification that may be
incurred by it pursuant to the provisions referred to above or
otherwise and (ii) to insure the directors and officers of the
Registrant against certain liabilities incurred by them in the
discharge of their functions as directors and officers except for
liabilities arising from their own malfeasance.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    The following is a list of all exhibits filed as a part of
this Registration Statement on Form S-8, including those
incorporated herein by reference.
Exhibit No.             Description of Exhibit
    -----------             -----------------------
4.1    Restated Certificate of Incorporation of the Company. (1)

     4.2    Bylaws of the Company, as amended and restated. (2)

     4.3    Form of Common Stock Certificate. (3)

     4.4    Common Stock and Warrant Agreement dated as of October
            16, 1984 between Michaels Stores, Inc. and Peoples
            Restaurants, Inc., including form of Warrant. (4)

     4.5    First Amendment to Common Stock and Warrant Agreement
            dated October 31, 1984 between The First Dallas Group,
            Ltd. and Michaels Stores, Inc. (4)
4.6    Second Amendment to Common Stock and Warrant Agreement
            dated November 28, 1984 between First Dallas
            Investments-Michaels I, Ltd. and Michaels Stores,
            Inc. (4)

     4.7    Third Amendment to Common Stock and Warrant Agreement
            dated February 27, 1985 between First Dallas
            Investments-Michaels I, Ltd., The First Dallas Group,
            Ltd., Sam Wyly, Charles J. Wyly, Jr. and Michaels
            Stores, Inc. (3)

     4.8    Amendment to Common Stock and Warrant Agreement dated
            September 1, 1992 between Michaels Stores, Inc., The
            Andrew David Sparrow Wyly Trust, Charles J. Wyly, Jr.,
            The Martha Caroline Wyly Trust, The Charles Joseph
            Wyly, III Trust, The Emily Ann Wyly Trust, The Jennifer
            Lynn Wyly Trust, Donald R. Miller, Jr., Evan A. Wyly,
            The Laurie Louise Wyly Trust, The Lisa Lynn Wyly Trust,
            The Sam Wyly and Rosemary Wyly Children's Trust No. 1
            of 1965 fbo Kelly Wyly and Tallulah, Ltd. (1)

     4.9    Indenture, dated as of January 22, 1993, between
            Michaels Stores, Inc. and NationsBank of Texas, N.A.,
            as Trustee, including the form of 4 3/4%/6 3/4% Step-up
            Convertible Subordinated Note, included therein. (4)

     5      Opinion of Jackson & Walker, L.L.P. (1)

    15      None.

    23.1    Consent of Ernst & Young LLP. (5)

    23.2    Consent of Jackson & Walker, L.L.P. (included in its
            opinion filed as Exhibit 5 to this Registration
            Statement). (5)

    24      Power of Attorney (appearing on page II-5 of this
            Registration Statement). (5)

    25      None.

    27      None.

    28      None.

    99      1994 Non-Statutory Stock Option Plan. (5)
___________

(1)   Previously filed as an Exhibit to the Company's Registration Statement
      on Form S-8 (No. 33-54726) and incorporated herein by reference.

(2)   Previously filed as an exhibit to the Company's Annual Report on Form
      10-K for the year ended January 30, 1994 and incorporated herein by
      reference.

(3)   Previously filed as an Exhibit to the Company's Registration Statement
      on Form S-1 (No. 33-9456) and incorporated herein by reference.
(4)   Previously filed as an exhibit to the Company's Annual Report on Form
      10-K for the year ended January 31, 1993 and incorporated herein by
      reference.

(5)   Filed herewith.

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or
      sales are being made, a post-effective amendment to this
      registration statement:

                        (i)   To include any prospectus required by
            section 10(a)(3) of the Securities Act of 1933;

                        (ii)  To reflect in the prospectus any facts
            or events arising after the effective date of the
            registration statement (or the most recent post-
            effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the
            information set forth in the registration statement.
            Notwithstanding the foregoing, any increase or decrease
            in volume of securities offered (if the total dollar
            value of securities offered would not exceed that which
            was registered) and any deviation from the low or high
            end of the estimated maximum offering range may be
            reflected in the form of prospectus filed with the
            Commission pursuant to Rule 424(b) if, in the
            aggregate, the changes in volume and price represent no
            more than a 20% change in the maximum aggregate
            offering price set forth in the "Calculation of
            Registration Fee" table in the effective registration
            statement;

                        (iii)  To include any material information
            with respect to the plan of distribution not previously
            disclosed in the registration statement or any material
            change to such information in the registration
            statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining any liability
      under the Securities Act of 1933, each such post-effective
      amendment shall be deemed to be a new registration statement
      relating to the securities offered therein, and the offering
      of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-
      effective amendment any of the securities being registered
      which remain unsold at the termination of the offering.
(b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Irving, State of Texas, on the 16th day of November,
1995.

                                         MICHAELS STORES, INC.

                                         By: /s/ SAM WYLY
                                             ---------------------------
                                             Sam Wyly
                                             Chairman of the Board and
                                             Chief Executive Officer

                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and
appoints each of R. Don Morris, Douglas B. Sullivan and Mark V.
Beasley as his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

       Signatures                  Title                     Date
       ----------                  -----                     ----
                              Chairman of the
     /s/ SAM WYLY          Board of Directors and
- -------------------------      Chief Executive           November 16, 1995
       Sam Wyly              Officer (Principal
                             Executive Officer)

/s/ CHARLES J. WYLY, JR.
- -------------------------    Vice Chairman of the
  Charles J. Wyly, Jr.        Board of Directors         November 16, 1995

- -------------------------    President and Chief         November __, 1995
  Douglas B. Sullivan         Operating Officer

- -------------------------        Director                November __, 1995
   Richard E. Hanlon

- -------------------------        Director                November __, 1995
    F. Jay Taylor

  /S/ MICHAEL C. FRENCH
- -------------------------        Director                November 16, 1995
   Michael C. French

   /s/ EVAN A. WYLY
- -------------------------        Director                November 16, 1995
      Evan A. Wyly

/s/ DONALD R. MILLER, JR.
- -------------------------    Vice President-Market       November 16, 1995
  Donald R. Miller, Jr.     Development, and Director

  /s/ R. DON MORRIS          Executive Vice President
- -------------------------   and Chief Financial Officer  November 16, 1995
    R. Don Morris            (Principal Financial and
                               Accounting Officer)
INDEX TO EXHIBITS

Exhibit
 Number              Description of Exhibit
- -------              ----------------------

 5    Opinion of Jackson & Walker, L.L.P.

23.1  Consent of Ernst & Young LLP.

23.2  Consent of Jackson & Walker, L.L.P.*

24    Power of Attorney.**

_____________

*     Included in the opinion of Jackson & Walker, L.L.P., filed
      herewith.
**    Included in the signature pages hereto.