<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.
                      1997 EMPLOYEES STOCK PURCHASE PLAN
                           (Full title of the plan)

                              R. Michael Rouleau
                           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. . . . .    1,000,000      $20.75    $20,750,000     $6,288
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

1. Represents shares issuable under the Michaels Stores, Inc. 1997 Employees 
   Stock Purchase Plan (the "Plan").  Pursuant to Rule 416, there are also 
   registered hereunder such indeterminate number of additional shares as may 
   become subject to the Plan as a result of the antidilution provisions 
   contained therein.

2. The registration fee with respect to these shares has been computed in 
   accordance with paragraphs (c) and (h) of Rule 457, based upon the average 
   of the reported high and low sale prices of shares of the Common Stock on 
   the Nasdaq National Market System on June 13, 1997.

<PAGE>

                               EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the 
description of the Michaels Stores, Inc. 1997 Employees Stock Purchase Plan 
(the "Plan") to be delivered to persons eligible to purchase shares pursuant 
to the Plan.  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 Michaels Stores, Inc. (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.

    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.

                                         II-1
<PAGE>

    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. 1997 Employees Stock Purchase Plan. (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
                                       --------------------------------------
                                                 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
-----------------------------         Board of Directors
Sam Wyly

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

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

 /s/ Bryan M. DeCordova              Executive Vice President -  June 17, 1997
-----------------------------        Chief Financial Officer
Bryan M. DeCordova                  (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       June 17, 1997
-----------------------------        Vice President - Market
Donald R. Miller, Jr.                    Development

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

                                         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. 1997 Employees Stock Purchase Plan. (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
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{"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": "333-29429", "film-number": "97625506"}, "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.
                      1997 EMPLOYEES STOCK PURCHASE PLAN
                           (Full title of the plan)

                              R. Michael Rouleau
                           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. . . . .    1,000,000      $20.75    $20,750,000     $6,288
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

1. Represents shares issuable under the Michaels Stores, Inc. 1997 Employees 
   Stock Purchase Plan (the "Plan").  Pursuant to Rule 416, there are also 
   registered hereunder such indeterminate number of additional shares as may 
   become subject to the Plan as a result of the antidilution provisions 
   contained therein.

2. The registration fee with respect to these shares has been computed in 
   accordance with paragraphs (c) and (h) of Rule 457, based upon the average 
   of the reported high and low sale prices of shares of the Common Stock on 
   the Nasdaq National Market System on June 13, 1997.
EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the 
description of the Michaels Stores, Inc. 1997 Employees Stock Purchase Plan 
(the "Plan") to be delivered to persons eligible to purchase shares pursuant 
to the Plan.  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 Michaels Stores, Inc. (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.

    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.

                                         II-1
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. 1997 Employees Stock Purchase Plan. (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
                                       --------------------------------------
                                                 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
-----------------------------         Board of Directors
Sam Wyly

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

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

 /s/ Bryan M. DeCordova              Executive Vice President -  June 17, 1997
-----------------------------        Chief Financial Officer
Bryan M. DeCordova                  (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       June 17, 1997
-----------------------------        Vice President - Market
Donald R. Miller, Jr.                    Development

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

                                         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. 1997 Employees Stock Purchase Plan. (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