<PAGE>

      As filed with the Securities and Exchange Commission on June 17, 1997.
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          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 No.)

                                8000 BENT BRANCH DRIVE
                                 IRVING, TEXAS 75063
                                   P.O. BOX 619566
                                DFW, TEXAS 75261-9566
                                    (972) 409-1300

       (Address, including zip code, and telephone number, including area code,
                     of registrant's principal executive offices)

                                MICHAELS STORES, INC.
                               STOCK OPTION AGREEMENT,
                                 DATED JUNE 6, 1997,
                 BETWEEN MICHAELS STORES, INC. AND R. MICHAEL ROULEAU
                               (Full title of the plan)

                                  R. MICHAEL ROULEAU
                        President and Chief Executive Officer
                                Michaels Stores, Inc.
                                8000 Bent Branch Drive
                                 Irving, Texas  75063
                                    (972) 409-1300
                       (Name, address, including zip code, and
                        telephone number, including area code,
                                of agent for service)

                                   WITH COPIES TO:

            MARK V. BEASLEY, ESQ.                  ROBERT L. ESTEP, ESQ.
            MICHAELS STORES, INC.               JONES, DAY, REAVIS & POGUE
           8000 BENT BRANCH DRIVE              2300 TRAMMELL CROW CENTER
            IRVING, TEXAS 75063                      2001 ROSS AVENUE
              (972) 409-1300                       DALLAS, TEXAS 75201
                                                     (214) 220-3939

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

                           CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
                                             Proposed     Proposed
                                              Maximum      Maximum
Title of                      Amount         Offering     Aggregate     Amount of
Securities to                 to be          Price per    Offering     Registration
be Registered              Registered (1)    Share (2)    Price (2)       Fee (2)
------------------------------------------------------------------------------------
<S>                          <C>             <C>           <C>           <C>
Common Stock, par value
 $0.10 per share ..........  300,000          $12.50      $3,750,000      $1,137
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>
   1.    Represents shares issuable upon exercise of options granted under a
         Stock Option Agreement, dated June 6, 1997 (the "Agreement"), between
         Michaels Stores, Inc. and R. Michael Rouleau, the President and Chief
         Executive Officer of the Company.  Pursuant to Rule 416, there are
         also registered hereunder such indeterminate number of additional
         shares as may become subject to awards under the Agreement as a result
         of the antidilution provisions contained therein.
   2.    The registration fee with respect to these shares has been computed in
         accordance with paragraph (h) of Rule 457, based upon the stated
         exercise price of the options granted under the Agreement.

<PAGE>

                              EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the
description of the Michaels Stores, Inc. Stock Option Agreement, dated June 6,
1997 (the "Agreement"), between Michaels Stores, Inc. (the "Company") and
R. Michael Rouleau, to be delivered to persons purchasing shares pursuant to
the Agreement.  Pursuant to the Note to Part I of Form S-8, this information
is not being filed with or included in this Form S-8.

                                   PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



    ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated by
reference, as of their respective dates, in this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
         February 1, 1997; 

    (b)  The Company's Quarterly Report on Form 10-Q for the period ended
         May 3, 1997; and

    (c)  The description of the Company's common stock, par value $0.10 per
         share (the "Common Stock"), contained in the Company's Registration
         Statement on Form 8-A (Commission File No. 0-11822), filed August 30,
         1991.

In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jones, Day, Reavis &
Pogue, Dallas, Texas.  Michael C. French, a consultant to Jones, Day, Reavis &
Pogue, 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 a corporation's
certificate of incorporation, bylaws, any agreement or otherwise.

                                    II-1
<PAGE>

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

    Reference is also made to Article IX of the Company's amended Bylaws which
appear as Exhibit 4.2 to this Registration Statement and provides for
indemnification of directors and officers.

    Additionally, the Company has entered into Indemnity Agreements with
certain of its executive officers and directors.

    The Company 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 Company 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, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

    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
  Number    Description of Exhibit
  ------    ----------------------
   4.1      Restated Certificate of Incorporation of the Registrant. (1)
   4.2      Amended and Restated Bylaws of the Registrant. (2)
   4.3      Form of Common Stock Certificate. (2)
   5.1      Opinion of Jones, Day, Reavis & Pogue. (3)
  23.1      Consent of Ernst & Young LLP. (3)
  23.2      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
            filed as Exhibit 5.1 hereto.
  24.1      Power of attorney. (Included on Signature Page hereof.)
  99.1      Michaels Stores, Inc. Stock Option Agreement, dated June 6, 1997,
            between the Company and R. Michael Rouleau. (3)

_______________
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
    on Form S-8 (No. 33-54726) and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
    10-K for the year ended January 30, 1994 and incorporated herein by
    reference.
(3) Filed herewith.

                                      II-2
<PAGE>

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;

              (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 a
         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; and

              (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         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 Exchange Act that are
    incorporated by reference in this Registration Statement.

         (2)  that, for the purpose of determining any liability under the
    Securities Act, 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; and

         (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, each filing of the
undersigned Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                    II-3
<PAGE>

                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 17, 1997.

                                       MICHAELS STORES, INC.


                                       By:   /s/ Bryan M. DeCordova
                                          ----------------------------------
                                             Executive Vice President -
                                               Chief Financial Officer


    Each person whose signature appears below authorizes R. Michael Rouleau,
Bryan M. DeCordova and Mark V. Beasley, each of whom may act without joinder
of the other, to execute in the name of each such person who is then an
officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which
are the subject of this Registration Statement, which amendments may make
such changes in the Registration Statement as such attorney may deem
appropriate.

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

Signatures                         Title
----------                         -----

------------------------      Chairman of the                     June 17, 1997
Sam Wyly                     Board of Directors

/s/ Charles J. Wyly, Jr.
------------------------    Vice Chairman of the                  June 17, 1997
Charles J. Wyly, Jr.          Board of Directors

/s/ R. Michael Rouleau
------------------------        President and                     June 17, 1997
R. Michael Rouleau         Chief Executive Officer
                        (Principal Executive Officer)

/s/ Bryan M. DeCordova
------------------------  Executive Vice President -              June 17, 1997
Bryan M. DeCordova         Chief Financial Officer
                          (Principal Financial and
                             Accounting Officer)

/s/ Evan A. Wyly
------------------------      Managing Director                   June 17, 1997
Evan A. Wyly

/s/ Donald R. Miller, Jr.
------------------------   Managing Director and Vice
Donald R. Miller, Jr.      President - Market Development         June 17, 1997

/s/ Michael C. French
------------------------      Managing Director                   June 17, 1997
Michael C. French

/s/ Dr. F. Jay Taylor
------------------------         Director                         June 17, 1997
Dr. F. Jay Taylor

/s/ Richard E. Hanlon
------------------------         Director                         June 17, 1997
Richard E. Hanlon


                                       II-4

<PAGE>
                                  INDEX TO EXHIBITS
Exhibit
Number    Description of Exhibit
--------  ----------------------
 4.1      Restated Certificate of Incorporation of the Registrant. (1)

 4.2      Amended and Restated Bylaws of the Registrant. (2)

 4.3      Form of Common Stock Certificate. (2)

 5.1      Opinion of Jones, Day, Reavis & Pogue. (3)

23.1      Consent of Ernst & Young LLP. (3)

23.2      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
          filed as Exhibit 5.1 hereto.

24.1      Power of attorney.  (Included on Signature Page hereof.)

99.1      Michaels Stores, Inc. Stock Option Agreement, dated June 6, 1997,
          between the Company and R. Michael Rouleau. (3)

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

(1) Previously filed as an Exhibit to the Registrant's Registration Statement
    on Form S-8 (No. 33-54726) and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
    10-K for the year ended January 30, 1994 and incorporated herein by
    reference.
(3) Filed herewith.





                                     II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19212}]
{"company-data": {"conformed-name": "MICHAELS STORES INC", "cik": "0000740670", "assigned-sic": "5945", "irs-number": "751943604", "state-of-incorporation": "DE", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29417", "film-number": "97625464"}, "business-address": {"street1": "8000 BENT BRANCH DR", "street2": "PO BOX 619566", "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 June 17, 1997.
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          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 No.)

                                8000 BENT BRANCH DRIVE
                                 IRVING, TEXAS 75063
                                   P.O. BOX 619566
                                DFW, TEXAS 75261-9566
                                    (972) 409-1300

       (Address, including zip code, and telephone number, including area code,
                     of registrant's principal executive offices)

                                MICHAELS STORES, INC.
                               STOCK OPTION AGREEMENT,
                                 DATED JUNE 6, 1997,
                 BETWEEN MICHAELS STORES, INC. AND R. MICHAEL ROULEAU
                               (Full title of the plan)

                                  R. MICHAEL ROULEAU
                        President and Chief Executive Officer
                                Michaels Stores, Inc.
                                8000 Bent Branch Drive
                                 Irving, Texas  75063
                                    (972) 409-1300
                       (Name, address, including zip code, and
                        telephone number, including area code,
                                of agent for service)

                                   WITH COPIES TO:

            MARK V. BEASLEY, ESQ.                  ROBERT L. ESTEP, ESQ.
            MICHAELS STORES, INC.               JONES, DAY, REAVIS & POGUE
           8000 BENT BRANCH DRIVE              2300 TRAMMELL CROW CENTER
            IRVING, TEXAS 75063                      2001 ROSS AVENUE
              (972) 409-1300                       DALLAS, TEXAS 75201
                                                     (214) 220-3939

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

                           CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
                                             Proposed     Proposed
                                              Maximum      Maximum
Title of                      Amount         Offering     Aggregate     Amount of
Securities to                 to be          Price per    Offering     Registration
be Registered              Registered (1)    Share (2)    Price (2)       Fee (2)
------------------------------------------------------------------------------------
Common Stock, par value
 $0.10 per share ..........  300,000          $12.50      $3,750,000      $1,137
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
1.    Represents shares issuable upon exercise of options granted under a
         Stock Option Agreement, dated June 6, 1997 (the "Agreement"), between
         Michaels Stores, Inc. and R. Michael Rouleau, the President and Chief
         Executive Officer of the Company.  Pursuant to Rule 416, there are
         also registered hereunder such indeterminate number of additional
         shares as may become subject to awards under the Agreement as a result
         of the antidilution provisions contained therein.
   2.    The registration fee with respect to these shares has been computed in
         accordance with paragraph (h) of Rule 457, based upon the stated
         exercise price of the options granted under the Agreement.
EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the
description of the Michaels Stores, Inc. Stock Option Agreement, dated June 6,
1997 (the "Agreement"), between Michaels Stores, Inc. (the "Company") and
R. Michael Rouleau, to be delivered to persons purchasing shares pursuant to
the Agreement.  Pursuant to the Note to Part I of Form S-8, this information
is not being filed with or included in this Form S-8.

                                   PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated by
reference, as of their respective dates, in this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
         February 1, 1997; 

    (b)  The Company's Quarterly Report on Form 10-Q for the period ended
         May 3, 1997; and

    (c)  The description of the Company's common stock, par value $0.10 per
         share (the "Common Stock"), contained in the Company's Registration
         Statement on Form 8-A (Commission File No. 0-11822), filed August 30,
         1991.

In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jones, Day, Reavis &
Pogue, Dallas, Texas.  Michael C. French, a consultant to Jones, Day, Reavis &
Pogue, 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 a corporation's
certificate of incorporation, bylaws, any agreement or otherwise.

                                    II-1
Reference is made to Article Nine of the Company's Restated Certificate of
Incorporation, as amended, which appears as Exhibit 4.1 to this Registration
Statement, which provides for indemnification of directors and officers.

    Reference is also made to Article IX of the Company's amended Bylaws which
appear as Exhibit 4.2 to this Registration Statement and provides for
indemnification of directors and officers.

    Additionally, the Company has entered into Indemnity Agreements with
certain of its executive officers and directors.

    The Company 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 Company 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, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

    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
  Number    Description of Exhibit
  ------    ----------------------
   4.1      Restated Certificate of Incorporation of the Registrant. (1)
   4.2      Amended and Restated Bylaws of the Registrant. (2)
   4.3      Form of Common Stock Certificate. (2)
   5.1      Opinion of Jones, Day, Reavis & Pogue. (3)
  23.1      Consent of Ernst & Young LLP. (3)
  23.2      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
            filed as Exhibit 5.1 hereto.
  24.1      Power of attorney. (Included on Signature Page hereof.)
  99.1      Michaels Stores, Inc. Stock Option Agreement, dated June 6, 1997,
            between the Company and R. Michael Rouleau. (3)

_______________
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
    on Form S-8 (No. 33-54726) and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
    10-K for the year ended January 30, 1994 and incorporated herein by
    reference.
(3) Filed herewith.

                                      II-2
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;

              (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 a
         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; and

              (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         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 Exchange Act that are
    incorporated by reference in this Registration Statement.

         (2)  that, for the purpose of determining any liability under the
    Securities Act, 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; and

         (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, each filing of the
undersigned Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                    II-3
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 17, 1997.

                                       MICHAELS STORES, INC.

                                       By:   /s/ Bryan M. DeCordova
                                          ----------------------------------
                                             Executive Vice President -
                                               Chief Financial Officer

    Each person whose signature appears below authorizes R. Michael Rouleau,
Bryan M. DeCordova and Mark V. Beasley, each of whom may act without joinder
of the other, to execute in the name of each such person who is then an
officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which
are the subject of this Registration Statement, which amendments may make
such changes in the Registration Statement as such attorney may deem
appropriate.

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

Signatures                         Title
----------                         -----

------------------------      Chairman of the                     June 17, 1997
Sam Wyly                     Board of Directors

/s/ Charles J. Wyly, Jr.
------------------------    Vice Chairman of the                  June 17, 1997
Charles J. Wyly, Jr.          Board of Directors

/s/ R. Michael Rouleau
------------------------        President and                     June 17, 1997
R. Michael Rouleau         Chief Executive Officer
                        (Principal Executive Officer)

/s/ Bryan M. DeCordova
------------------------  Executive Vice President -              June 17, 1997
Bryan M. DeCordova         Chief Financial Officer
                          (Principal Financial and
                             Accounting Officer)

/s/ Evan A. Wyly
------------------------      Managing Director                   June 17, 1997
Evan A. Wyly

/s/ Donald R. Miller, Jr.
------------------------   Managing Director and Vice
Donald R. Miller, Jr.      President - Market Development         June 17, 1997

/s/ Michael C. French
------------------------      Managing Director                   June 17, 1997
Michael C. French

/s/ Dr. F. Jay Taylor
------------------------         Director                         June 17, 1997
Dr. F. Jay Taylor

/s/ Richard E. Hanlon
------------------------         Director                         June 17, 1997
Richard E. Hanlon

                                       II-4
INDEX TO EXHIBITS
Exhibit
Number    Description of Exhibit
--------  ----------------------
 4.1      Restated Certificate of Incorporation of the Registrant. (1)

 4.2      Amended and Restated Bylaws of the Registrant. (2)

 4.3      Form of Common Stock Certificate. (2)

 5.1      Opinion of Jones, Day, Reavis & Pogue. (3)

23.1      Consent of Ernst & Young LLP. (3)

23.2      Consent of Jones, Day, Reavis & Pogue is contained in the opinion
          filed as Exhibit 5.1 hereto.

24.1      Power of attorney.  (Included on Signature Page hereof.)

99.1      Michaels Stores, Inc. Stock Option Agreement, dated June 6, 1997,
          between the Company and R. Michael Rouleau. (3)

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

(1) Previously filed as an Exhibit to the Registrant's Registration Statement
    on Form S-8 (No. 33-54726) and incorporated herein by reference.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
    10-K for the year ended January 30, 1994 and incorporated herein by
    reference.
(3) Filed herewith.

                                     II-5