<PAGE>
Registration Statement No. 33-53883
Filed Pursuant to Rule 424(c)
MICHAELS STORES, INC.
SUPPLEMENT DATED NOVEMBER 22, 1995 TO PROSPECTUS DATED
AUGUST 15, 1994
With respect to the resale prospectus covering 455,000 shares of
Common Stock of Michaels Stores, Inc. filed with the Form S-3 Registration
Statement No. 33-53883:
On November 21, 1995, the closing price of the Common Stock on the
Nasdaq National Market was $15.875.
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 sets forth information as of November 22, 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>
Common Stock Beneficial
Beneficial Offered for Ownership of
Ownership of Selling Common Percent of
Common Stock Stockholders' Stock After Class After
Name Prior to Offering Account Offering Offering
- ---- ----------------- -------------- ------------ -----------
<S> <C> <C> <C> <C>
Linda Adams(2) 584 770 0 *
John and Melissa(2) Boland 131 6,514 0 *
Christopher Jaren Clark 100 100 0 *
Daniel Lee Clark 100 100 0 *
Christopher D.(2) and Debra 12,978 28,598 0 *
Epp(2)
Karen Figueira 350 350 0 *
Lisa R. and Thomas Konoske 4,315 4,315 0 *
Diane Petrasso 700 700 0 *
Rick Petrasso 350 350 0 *
Lorie A.(2) and Eugene R. 21,841 24,341 0 *
Petrasso
Richie D.(2) and Janice(2) Rigney 10,892 22,984 0 *
Robert T. and Sheila O. Rogers, 49,672 62,972 0 *
co-trustees U.D.T. dated
6/12/85(1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Common Stock Beneficial
Beneficial Offered for Ownership of
Ownership of Selling Common Percent of
Common Stock Stockholders' Stock After Class After
Name Prior to Offering Account Offering Offering
- ---- ----------------- -------------- ------------ -----------
<S> <C> <C> <C> <C>
James N. Ross(2) 72,885 103,885 0 *
Nelson M. Ross Jr. and L. 36,411 49,411 0 *
Marilyn Ross, Trustees Under the
Ross Living Trust dated 1/29/91(1)
Saddleback Valley Community 1,150 1,150 0 *
Church
Gary Whittier 146 146 0 *
Thomas and Jill Wyckoff 17,854 17,854 0 *
-------- -------- --- ---
Total 170,459 324,540 0 *
</TABLE>
_______________
*Indicates shares held are less than 1% of class.
(1) Trustees of the Selling Stockholder were directors and/or officers of
one or more of the Acquired Companies (as defined below).
(2) The Selling Stockholder was a director and/or officer of one or more of
the Acquired Companies.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 22, 1995.
