<PAGE>

As filed with the Securities and Exchange Commission on July 14, 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            IDENTIFICATION NUMBER)
         ORGANIZATION)

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

                      MICHAELS STORES, INC.
                      EMPLOYEES 401(K) 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    1,000,000         $23.25            $23,250,000         $8,018.00
- ----------------------------------------------------------------------------------------

(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
    July 10, 1995.
</TABLE>

    In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount  of  interests  to  be offered or  sold  pursuant  to  the
Michaels Stores, Inc. Employees 401(k) Plan described herein.


<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)  Annual  Report on Form 11-K for the  year  ended
January  31,   1994;   (iv)  definitive  Proxy  Statement,  dated
May  8,  1995,  relating  to  the  Company's  Annual  Meeting  of
Stockholders   held   on June  6,  1995;  and   (v)  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.

    Certain legal matters in connection with the validity of  the
securities  offered hereby have been passed upon for the  Company
by Jackson & Walker, L.L.P., Dallas, Texas.  Michael C. French, a
partner  in  Jackson  &  Walker, L.L.P., is  a  director  of  the
Company.

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
  -----------               ----------------------
    <C>   <S>
     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>
    <C>   <S>
     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.

    99.1  Michaels Stores, Inc. Employees 401(k) Plan. (2)

    99.2  Michaels Stores, Inc. Employees 401(k) Trust. (6)
<FN>
__________
(1)  Previously filed as an Exhibit to the Company's Registration
     Statement on Form S-8 (No. 33-54726) and incorprated  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.
</TABLE>


<PAGE>

<TABLE>
<C>  <S>
(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.

(6)  Previously filed as an exhibit to the Company's Registration
     Statement on Form S-8 (No. 33-11985) and incorporated herein
     by reference.
</TABLE>

      In  accordance  with  Form S-8 Item  8(b)  the  undersigned
registrant hereby undertakes to submit the Michaels Stores,  Inc.
Employees  401(k) Plan and any amendment thereto (the "Plan")  to
the  Internal Revenue Service ("IRS") in a timely manner and  has
made  or  will make all changes required by the IRS in  order  to
qualify the Plan.

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


<PAGE>

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.

<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  13th   day   of
July, 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, Jack E. Bush 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
       ----------                -----                  ----
     /s/ SAM WYLY           Chairman of the
________________________   Board of Directors        July 14, 1995
       Sam Wyly            and Chief Executive
                           Officer (Principal
                           Executive Officer)

/s/ CHARLES J. WYLY, JR.  Vice Chairman of the
________________________   Board of Directors        July 14, 1995
    Charles J. Wyly, Jr.

  /s/ JACK E. BUSH          President, Chief
________________________   Operating Officer         July 14, 1995
    Jack E. Bush              and Director


 /s/ RICHARD E. HANLON
________________________       Director              July 14, 1995
   Richard E. Hanlon


<PAGE>

  /s/ F. JAY TAYLOR
________________________       Director              July 14, 1995
    F. Jay Taylor

 /s/ MICHAEL C. FRENCH
________________________       Director              July 14, 1995
   Michael C. French

   /s/ EVAN A. WYLY
________________________       Director              July 14, 1995
     Evan A. Wyly

/s/ DONALD R. MILLER, JR.
________________________     Vice President-         July 14, 1995
 Donald R. Miller, Jr.     Market Development,
                              and Director

                              Executive Vice
  /s/ R. DON MORRIS        President and Chief
________________________    Financial Officer        July 14, 1995
    R. Don Morris         (Principal Financial
                            and Accounting
                               Officer)


<PAGE>


      Pursuant to the requirements of the Securities Act of 1933,
the  trustees have 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
July 14, 1995.



                                   MICHAELS STORES, INC.
                                   EMPLOYEES 401(K) PLAN


                                   By: /s/ R. DON MORRIS
                                       _____________________
                                        Trustee


<PAGE>

                       INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER             DESCRIPTION OF EXHIBIT
- -------            ----------------------
<C>  <S>
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.**
<FN>
_____________
*    Included in the opinion of Jackson & Walker, L.L.P., filed
     herewith.
**   Included in the signature pages hereto.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21163}]
{"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": "033-61055", "film-number": "95554162"}, "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 July 14, 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            IDENTIFICATION NUMBER)
         ORGANIZATION)

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

                      MICHAELS STORES, INC.
                      EMPLOYEES 401(K) 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    1,000,000         $23.25            $23,250,000         $8,018.00
- ----------------------------------------------------------------------------------------

(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
    July 10, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount  of  interests  to  be offered or  sold  pursuant  to  the
Michaels Stores, Inc. Employees 401(k) Plan described herein.
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)  Annual  Report on Form 11-K for the  year  ended
January  31,   1994;   (iv)  definitive  Proxy  Statement,  dated
May  8,  1995,  relating  to  the  Company's  Annual  Meeting  of
Stockholders   held   on June  6,  1995;  and   (v)  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.

    Certain legal matters in connection with the validity of  the
securities  offered hereby have been passed upon for the  Company
by Jackson & Walker, L.L.P., Dallas, Texas.  Michael C. French, a
partner  in  Jackson  &  Walker, L.L.P., is  a  director  of  the
Company.

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.

    99.1  Michaels Stores, Inc. Employees 401(k) Plan. (2)

    99.2  Michaels Stores, Inc. Employees 401(k) Trust. (6)
__________
(1)  Previously filed as an Exhibit to the Company's Registration
     Statement on Form S-8 (No. 33-54726) and incorprated  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.

(6)  Previously filed as an exhibit to the Company's Registration
     Statement on Form S-8 (No. 33-11985) and incorporated herein
     by reference.
In  accordance  with  Form S-8 Item  8(b)  the  undersigned
registrant hereby undertakes to submit the Michaels Stores,  Inc.
Employees  401(k) Plan and any amendment thereto (the "Plan")  to
the  Internal Revenue Service ("IRS") in a timely manner and  has
made  or  will make all changes required by the IRS in  order  to
qualify the Plan.

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  13th   day   of
July, 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, Jack E. Bush 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
       ----------                -----                  ----
     /s/ SAM WYLY           Chairman of the
________________________   Board of Directors        July 14, 1995
       Sam Wyly            and Chief Executive
                           Officer (Principal
                           Executive Officer)

/s/ CHARLES J. WYLY, JR.  Vice Chairman of the
________________________   Board of Directors        July 14, 1995
    Charles J. Wyly, Jr.

  /s/ JACK E. BUSH          President, Chief
________________________   Operating Officer         July 14, 1995
    Jack E. Bush              and Director

 /s/ RICHARD E. HANLON
________________________       Director              July 14, 1995
   Richard E. Hanlon
/s/ F. JAY TAYLOR
________________________       Director              July 14, 1995
    F. Jay Taylor

 /s/ MICHAEL C. FRENCH
________________________       Director              July 14, 1995
   Michael C. French

   /s/ EVAN A. WYLY
________________________       Director              July 14, 1995
     Evan A. Wyly

/s/ DONALD R. MILLER, JR.
________________________     Vice President-         July 14, 1995
 Donald R. Miller, Jr.     Market Development,
                              and Director

                              Executive Vice
  /s/ R. DON MORRIS        President and Chief
________________________    Financial Officer        July 14, 1995
    R. Don Morris         (Principal Financial
                            and Accounting
                               Officer)
Pursuant to the requirements of the Securities Act of 1933,
the  trustees have 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
July 14, 1995.

                                   MICHAELS STORES, INC.
                                   EMPLOYEES 401(K) PLAN

                                   By: /s/ R. DON MORRIS
                                       _____________________
                                        Trustee
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.