<PAGE>
Registration Statement No. 33-55537
Filed Pursuant to Rule 424(b)(3)
MICHAELS STORES, INC.
SUPPLEMENT DATED DECEMBER 6, 1995 TO PROSPECTUS DATED
SEPTEMBER 21, 1994
With respect to the resale prospectus covering 901,066 shares of
Common Stock of Michaels Stores, Inc. (the "Company") filed with the
Form S-3 Registration Statement No. 33-55537:
On December 5, 1995, the closing price of the Common Stock on
The Nasdaq National Market was $16.625.
The section entitled "Selling Stockholders" in this Prospectus is
hereby amended by adding the following disclosure as part of the
Selling Stockholder table on page four of this Prospectus with such
disclosure (i) replacing the existing references in such table to
those Selling Stockholders previously appearing in this Prospectus and
(ii) adding references to those Selling Stockholders not previously
appearing in this Prospectus. Such disclosure (i) reflects a
distribution of a portion of the Escrowed Shares (as defined in this
Prospectus) to the former capital stockholders of Leewards listed in
this Supplement and (ii) sets forth information as of December 6,
1995, concerning the indicated Selling Stockholders, who do not have,
nor within the past three years have had, any position, office or
other material relationship with the Company or any of its
predecessors or affiliates, except as noted below.
<TABLE>
<CAPTION>
Shares Beneficially Owned Common Stock Shares Beneficially Owned
Prior to the Offering Offered for After the Offering
------------------------- Selling -------------------------
Stockholders'
Name of Beneficial Owner Number Percent(1) Account Number Percent(1)
- ------------------------ ------ --------- ------------- -------------------------
<S> <C> <C> <C> <C> <C>
Alan Altschuler 9,169 * 5,169 4,000 *
Stephen J. Berman(2) 6,128 * 4,300 1,828 *
David E. Bolen(2)(3) 26,713 * 26,613 100 *
Jon H. Browne(2) 393 * 393 0 *
The Teachers' Retirement System of the 10,330 * 219,357 0 *
State of Illinois(4)
Frontenac Venture V Limited 7,115 * 151,097 0 *
Partnership(4)
GIPEN & Co. 1,056 * 1,056 0 *
Alan L. and Myriam G. Magdovitz 5,300 * 4,880 420 *
MONY Life Insurance Company of America 352 * 352 0 *
The Mutual Life Insurance Company of
New York 4,460 * 4,460 0 *
John A. Popple(2) 3,230 * 19,696 0 *
Prudential-Bache Capital Partners I., 2,663 * 2,663 0 *
L.P.
Prudential-Bache Capital Partners II, 31,442 * 31,442 0 *
L.P.
The Prudential Insurance Company of 278,458 1.3 278,458 0 *
America
John E. Welsh, III 5,300 * 4,880 420 *
------- --- ------- ----- ---
Total 392,109 1.8 754,816 6,768 *
</TABLE>
*Indicates shares held are less than 1% of class.
_________________
(1) Percentage based on the Company's Common Stock outstanding as of December
6, 1995.
(2) This Selling Stockholder is a former director and/or officer of Leewards.
(3) Mr. Bolen is an Executive Vice President of the Company.
(4) This Selling Stockholder, along with others as noted in this Selling
Stockholder Table, formerly held a contractual right to designate a
majority of the members of Leeward's Board of Directors.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 6, 1995.
THIS PROSPECTUS WAS PREVIOUSLY SUPPLEMENTED BY PROSPECTUS SUPPLEMENTS DATED
OCTOBER 24, 1994, NOVEMBER 8, 1994 AND FEBRUARY 9, 1995, RESPECTIVELY.
