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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
|--- | ----------------------------------------------------------------------------------------------------------

For the quarterly period ended July 29, 2000

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
|--- | -----------------------------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 0-11822

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MICHAELS STORES, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

75-1943604(I.R.S. employer
identification number)


8000 Bent Branch Drive
Irving, Texas 75063
P.O. Box 619566
DFW, Texas 75261-9566(Address of principal executive offices, including zip code)

(972) 409-1300(Registrant's telephone number, including area code)

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes /x/  No / /

Indicate
the number of shares outstanding of each of the Registrant's classes of Common Stock, as of the latest practicable date.

|Title                                  |  | Shares Outstanding as of
September 8, 2000
|-------------------------------------- |  | ------------------------------------------
|Common Stock, par value $.10 per share |  | 36,264,579                                

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MICHAELS STORES, INC.  FORM 10-Q  PART IFINANCIAL INFORMATION

Item 1.  Financial Statements.

MICHAELS STORES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

|                                                          |                                                                                                                    | July 29,
2000               |           | January 29,
2000 |        
|--------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | --------------------------- | --------- | ---------------- | -------
|
|ASSETS                                                    |                                                                                                                    |                             |           |                  |        
|Current assets:                                           |                                                                                                                    |                             |           |                  |        
|                                                          | Cash and equivalents                                                                                               |                             | $         | 88,102           |        
|                                                          | Merchandise inventories                                                                                            |                             |           | 646,840          |        
|                                                          | Prepaid expenses and other                                                                                         |                             |           | 20,772           |        
|                                                          | Deferred income taxes and income taxes receivable                                                                  |                             |           | 18,192           |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total current assets        |           |                  | 773,906
|                                                          |                                                                                                                    |                             |           |                  |        
|Property and equipment, at cost                           |                                                                                                                    |                             | 493,874   |                  |        
|Less accumulated depreciation                             |                                                                                                                    |                             | (236,328  | )                |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             | 257,546   |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|Costs in excess of net assets of acquired operations, net |                                                                                                                    |                             | 123,141   |                  |        
|Other assets                                              |                                                                                                                    |                             | 3,448     |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             | 126,589   |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|Total assets                                              |                                                                                                                    | $                           | 1,158,041 |                  | $      
|                                                          |                                                                                                                    |                             |           |                  |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                      |                                                                                                                    |                             |           |                  |        
|Current liabilities:                                      |                                                                                                                    |                             |           |                  |        
|                                                          | Accounts payable                                                                                                   |                             | $         | 109,040          |        
|                                                          | Accrued liabilities and other                                                                                      |                             |           | 124,406          |        
|                                                          | Income taxes payable                                                                                               |                             |           |                 |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total current liabilities   |           |                  | 233,446
|                                                          |                                                                                                                    |                             |           |                  |        
|Senior notes                                              |                                                                                                                    |                             | 125,000   |                  |        
|Convertible subordinated notes                            |                                                                                                                    |                             |          |                  |        
|Deferred income taxes                                     |                                                                                                                    |                             | 17,990    |                  |        
|Other long-term liabilities                               |                                                                                                                    |                             | 19,484    |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total long-term liabilities |           |                  | 162,474
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             | 395,920   |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|Commitments and contingencies                             |                                                                                                                    |                             |           |                  |        
|Stockholders' equity:                                     |                                                                                                                    |                             |           |                  |        
|                                                          | Common stock, $.10 par value, 150,000,000 shares authorized;
36,039,340 and 31,573,113 shares issued, respectively |                             |           | 3,604            |        
|                                                          | Additional paid-in capital                                                                                         |                             |           | 549,516          |        
|                                                          | Retained earnings                                                                                                  |                             |           | 209,001          |        
|                                                          | Treasury stock, at cost, no shares and 1,509,000 shares, respectively                                              |                             |           |                 |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total stockholders' equity  |           |                  | 762,121
|                                                          |                                                                                                                    |                             |           |                  |        
|Total liabilities and stockholders' equity                |                                                                                                                    | $                           | 1,158,041 |                  | $      
|                                                          |                                                                                                                    |                             |           |                  |        

See accompanying notes to consolidated financial statements.

2

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MICHAELS STORES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)
(Unaudited)

|                                            |         | Quarter Ended |        
|------------------------------------------- | ------- | ------------- | -------
|
|Net sales                                   |         | $             | 438,392
|Cost of sales and occupancy expense         |         |               | 294,721
|                                            |         |               |        
|Gross profit                                |         |               | 143,671
|Selling, general and administrative expense |         |               | 127,971
|Store pre-opening costs                     |         |               | 2,225  
|                                            |         |               |        
|Operating income                            |         |               | 13,475 
|Interest expense                            |         |               | 4,858  
|Other (income) and expense, net             |         |               | (847   
|Litigation settlement                       |         |               |       
|                                            |         |               |        
|Income before income taxes                  |         |               | 9,464  
|Provision for income taxes                  |         |               | 3,785  
|                                            |         |               |        
|Net income                                  |         | $             | 5,679  
|                                            |         |               |        
|Earnings per common share:                  |         |               |        
|                                            | Basic   |               | $      
|                                            |         |               |        
|                                            | Diluted |               | $      
|                                            |         |               |        

See
accompanying notes to consolidated financial statements.

3

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MICHAELS STORES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)
(Unaudited)

|                                            |         | Six Months Ended |        
|------------------------------------------- | ------- | ---------------- | -------
|
|Net sales                                   |         | $                | 910,940
|Cost of sales and occupancy expense         |         |                  | 607,115
|                                            |         |                  |        
|Gross profit                                |         |                  | 303,825
|Selling, general and administrative expense |         |                  | 264,729
|Store pre-opening costs                     |         |                  | 4,948  
|                                            |         |                  |        
|Operating income                            |         |                  | 34,148 
|Interest expense                            |         |                  | 10,378 
|Other (income) and expense, net             |         |                  | (1,836 
|Litigation settlement                       |         |                  |       
|                                            |         |                  |        
|Income before income taxes                  |         |                  | 25,606 
|Provision for income taxes                  |         |                  | 10,243 
|                                            |         |                  |        
|Net income                                  |         | $                | 15,363 
|                                            |         |                  |        
|Earnings per common share:                  |         |                  |        
|                                            | Basic   |                  | $      
|                                            |         |                  |        
|                                            | Diluted |                  | $      
|                                            |         |                  |        

See
accompanying notes to consolidated financial statements.

4

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MICHAELS STORES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

|                                                |                                                   | Six Months Ended                                          |                                
|----------------------------------------------- | ------------------------------------------------- | --------------------------------------------------------- | -------------------------------
|
|Operating activities:                           |                                                   |                                                           |                                
|                                                | Net income                                        |                                                           | $                              
|                                                | Adjustments:                                      |                                                           |                                
|                                                |                                                   | Depreciation                                              |                                
|                                                |                                                   | Amortization                                              |                                
|                                                |                                                   | Other                                                     |                                
|                                                |                                                   | Change in assets and liabilities, excluding acquisitions: |                                
|                                                |                                                   |                                                           | Merchandise inventories        
|                                                |                                                   |                                                           | Prepaid expenses and other     
|                                                |                                                   |                                                           | Deferred income taxes and other
|                                                |                                                   |                                                           | Accounts payable               
|                                                |                                                   |                                                           | Income taxes payable           
|                                                |                                                   |                                                           | Accrued liabilities and other  
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|Investing activities:                           |                                                   |                                                           |                                
|                                                | Additions to property and equipment               |                                                           |                                
|                                                | Net proceeds from sales of property and equipment |                                                           |                                
|                                                | Acquisitions                                      |                                                           |                                
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|Financing activities:                           |                                                   |                                                           |                                
|                                                | Payment of other long-term liabilities            |                                                           |                                
|                                                | Redemption of convertible subordinated notes      |                                                           |                                
|                                                | Proceeds from stock options exercised             |                                                           |                                
|                                                | Proceeds from issuance of common stock and other  |                                                           |                                
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|                                                |                                                   |                                                           |                                
|Net increase (decrease) in cash and equivalents |                                                   |                                                           | 10,704                         
|Cash and equivalents at beginning of period     |                                                   |                                                           | 77,398                         
|                                                |                                                   |                                                           |                                
|Cash and equivalents at end of period           |                                                   | $                                                         | 88,102                         
|                                                |                                                   |                                                           |                                

See
accompanying notes to consolidated financial statements.

5

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## 

MICHAELS STORES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended July 29, 2000
(Unaudited)

Note ABasis of Presentation

The accompanying consolidated financial statements are unaudited (except for the Consolidated Balance Sheet as of January 29, 2000) and have been
prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have been included. Because of the seasonal nature of the Company's business, the results of operations for the three and six
months ended July 29, 2000 are not indicative of the results
to be expected for the entire year. These interim financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended January 29, 2000.

Note BEarnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share:

|                                  |                                                                                                     | Quarter Ended          |      | Six Months Ended
|--------------------------------- | --------------------------------------------------------------------------------------------------- | ---------------------- | ---- | ----------------
|
|
|Numerator:                        |                                                                                                     |                        |      |                 
|                                  | Net income                                                                                          |                        | $    | 5,679           
|                                  |                                                                                                     |                        |      |                 
|Denominator:                      |                                                                                                     |                        |      |                 
|                                  | Denominator for basic earnings per shareweighted average shares                                    |                        |      | 34,035          
|                                  | Effect of dilutive securities:                                                                      |                        |      |                 
|                                  |                                                                                                     | Employee stock options |      |                 
|                                  |                                                                                                     |                        |      |                 
|                                  | Denominator for diluted earnings per shareweighted average shares adjusted for dilutive securities |                        |      | 35,417          
|                                  |                                                                                                     |                        |      |                 
|Basic earnings per common share   |                                                                                                     | $                      | 0.17 |                 
|                                  |                                                                                                     |                        |      |                 
|Diluted earnings per common share |                                                                                                     | $                      | 0.16 |                 
|                                  |                                                                                                     |                        |      |                 

Note CRedemption of the Convertible Subordinated Notes

On June 9, 2000, the Company called for the redemption on June 29, 2000 of the convertible subordinated notes due January 15, 2003 (the
"Securities"). The aggregate principal amount of the Securities outstanding was $96,935,000. The holders had the option to convert their Securities into shares of Michaels common stock prior to
5:00 p.m., Eastern Time, on June 22, 2000, at a price of $38.00 per share. Alternatively, holders could have their Securities redeemed on June 29, 2000 at a total redemption price
of $1,051.25 per $1,000 principal amount of Securities, including a premium for early redemption and accrued interest.

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As a result, the majority of the Securities were surrendered by the June 22, 2000 conversion date and were converted into 2,445,565 shares of the Company's common stock. The
remaining Securities were redeemed at a total redemption price of $4,206,051 on June 29, 2000. The loss from the redemption was not material.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements contained in this discussion and analysis which are not historical facts are forward looking statements that involve
risks and uncertainties, including, but not limited to, customer demand and trends in the arts and crafts industry, related inventory risks due to shifts in customer demand, the effect of economic
conditions, the impact of competitors' locations or pricing, the effectiveness of advertising strategies, the availability of acceptable real estate locations for new stores, difficulties with respect
to new information system technologies, supply constraints or difficulties, the results of financing efforts, and other risks detailed in our Securities and Exchange Commission
filings.

Results of Operations

The following table sets forth the percentage relationship to net sales of each line item of our Consolidated Statements of Income. This table should be read
in conjunction with the following discussion and with our Consolidated Financial Statements, including the related notes.

|                                            |  | Quarter Ended |   | Six Months Ended |  
|------------------------------------------- |  | ------------- | - | ---------------- | -
|
|Net sales                                   |  | 100.0         | % | 100.0            | %
|Cost of sales and occupancy expense         |  | 67.2          |   | 68.2             |  
|                                            |  |               |   |                  |  
|Gross profit                                |  | 32.8          |   | 31.8             |  
|Selling, general and administrative expense |  | 29.2          |   | 29.1             |  
|Store pre-opening costs                     |  | 0.5           |   | 0.9              |  
|                                            |  |               |   |                  |  
|Operating income                            |  | 3.1           |   | 1.8              |  
|Interest expense                            |  | 1.1           |   | 1.5              |  
|Other (income) and expense, net             |  | (0.2          | ) | (0.1             | )
|Litigation settlement                       |  |              |   | 0.4              |  
|                                            |  |               |   |                  |  
|Income before income taxes                  |  | 2.2           |   | 0.0              |  
|Provision for income taxes                  |  | 0.9           |   | 0.0              |  
|                                            |  |               |   |                  |  
|Net income                                  |  | 1.3           | % | 0.0              | %
|                                            |  |               |   |                  |  

Quarter ended July 29, 2000, compared with the quarter ended July 31, 1999

Net sales for the three months ended July 29, 2000 increased $79.3 million, or 22%, over the three months ended July 31, 1999. At the end of the
second quarter of fiscal 2000, we operated 597 Michaels and 104 Aaron Brothers stores. The results for the second quarter of fiscal 2000 included sales from 68 Michaels and 22 Aaron Brothers stores
that were opened or acquired during the 12-month period ended July 29, 2000, more than offsetting lost sales from 7 Michaels and no Aaron Brothers store closures. Sales at the new stores (net
of closures) during the second quarter of fiscal 2000 accounted

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for $52.7 million of the increase in net sales. Same-store sales increased 8% in the second quarter of fiscal 2000 from the second quarter of fiscal 1999, which contributed $26.6 million to the net
sales increase. The improvement in same-store sales was due to a strong performance in our core categories
of ribbon, general crafts, art supplies, seasonal and framing. Going forward, we expect to achieve same-store sales increases for the remainder of fiscal 2000, taken as a whole. Our ability to
continue to generate same-store sales increases is dependent, in part, on our ability to continue to maintain store in-stock positions on the top-selling items, to properly allocate seasonal
merchandise to the stores based upon anticipated sales trends utilizing POS rate of sale information, and the success of our sales promotion efforts.

Cost
of sales and occupancy expense, as a percentage of net sales, for the second quarter of fiscal 2000 was 67.2%, a decrease of 1.0% compared to the second quarter of fiscal 1999.
This decrease was primarily attributable to improved initial markup on inventories and improvements from our promotional strategy resulting in a decrease in promotional markdowns, partially offset by
higher occupancy costs associated with new and relocated stores.

Selling,
general and administrative expense, as a percentage of net sales, increased by 0.1% in the second quarter of fiscal 2000 compared to the second quarter of fiscal 1999. This
increase resulted principally from expenses associated with our supply chain initiative and increased advertising expenses, as a percentage of net sales, partially offset by improved expense leverage
in depreciation and amortization expenses.

Store
pre-opening costs, as a percentage of net sales, decreased by 0.4% in the second quarter of fiscal 2000 compared to the second quarter of fiscal 1999, as we opened, acquired or
relocated 19 Michaels and 8 Aaron Brothers stores in the second quarter of fiscal 2000 compared to 29 Michaels and 2 Aaron Brothers stores in the second quarter of fiscal 1999.

Operating
income, as a percentage of net sales, increased by 1.3% in the second quarter of fiscal 2000 compared to the second quarter of fiscal 1999. This improvement represents a
103% increase in operating income over the second quarter of fiscal 1999, on a 22% increase in net sales during the same period, to $13.5 million for the second quarter of fiscal 2000 compared to $6.6
million for the second quarter of fiscal 1999.

Interest
expense (net of interest income), as a percentage of net sales, decreased by 0.5% in the second quarter of fiscal 2000 compared to the second quarter of fiscal 1999. This
decrease resulted from a leveraging of interest expense on expanded sales and the conversion and redemption of the convertible subordinated notes in June 2000.

The
effective tax rate for the second quarter of fiscal 2000 was 40% compared with 38% in the second quarter of fiscal 1999, due to the Company's reduction in the valuation allowance
for net operating losses utilized in fiscal 1999.

Six months ended July 29, 2000, compared with the six months ended July 31, 1999

Net sales for the six months ended July 29, 2000 increased $163.3 million, or 22%, over the six months ended July 31, 1999. At the end of the
first six months of fiscal 2000, we operated 597 Michaels and 104
Aaron Brothers stores. The results for the first six months of fiscal 2000 included sales from 68 Michaels and 22 Aaron Brothers stores that were opened or acquired during the 12-month period ended
July 29, 2000, more than offsetting lost sales from 7 Michaels and no Aaron Brothers store

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closures. Sales at the new stores (net of closures) during the first six months of fiscal 2000 accounted for $109.2 million of the increase in net sales. Same-store sales increased 7% in the first six
months of fiscal 2000 from the first six months of fiscal 1999, which contributed $54.1 million to the net sales increase. The improvement in same-store sales was due to a strong performance in our
core categories of ribbon, general crafts, art supplies, seasonal and framing.

Cost
of sales and occupancy expense, as a percentage of net sales, for the first six months of fiscal 2000 was 66.6%, a decrease of 1.3% compared to the first six months of fiscal
1999. This decrease was primarily attributable to improved initial markup on inventories and improvements from our promotional strategy resulting in a decrease in promotional markdowns, partially
offset by higher occupancy costs associated with new and relocated stores.

Selling,
general and administrative expense, as a percentage of net sales, increased by 0.3% in the first six months of fiscal 2000 compared to the first six months of fiscal 1999.
This increase resulted principally from expenses associated with our supply chain initiative and increased advertising expenses, as a percentage of net sales, partially offset by improved expense
leverage in depreciation and amortization expenses.

Store
pre-opening costs, as a percentage of net sales, decreased by 0.1% in the first six months of fiscal 2000 compared to the first six months of fiscal 1999, as we opened, acquired
or relocated 49 Michaels and 10 Aaron Brothers stores in the first six months of fiscal 2000 compared to 55 Michaels and 5 Aaron Brothers stores in the first six months of fiscal 1999.

Operating
income, as a percentage of net sales, increased by 1.1% in the first six months of fiscal 2000 compared to the first six months of fiscal 1999. This improvement represents a
75% increase in operating income over the first six months of fiscal 1999, on a 22% increase in net sales during the same period, to $34.1 million for the first six months of fiscal 2000
compared to $19.5 million for the first six months of fiscal 1999.

Interest
expense (net of interest income), as a percentage of net sales, decreased by 0.4% in the first six months of fiscal 2000 compared to the first six months of fiscal 1999. This
decrease resulted from a leveraging of interest expense on expanded sales and the conversion and redemption of the convertible subordinated notes in June 2000.

The
effective tax rate for the first six months of fiscal 2000 was 40% compared with 38% in the first six months of fiscal 1999, due to the Company's reduction in the valuation
allowance for net operating losses utilized in fiscal 1999.

Liquidity and Capital Resources

Cash flow used in operating activities during the first six months of fiscal 2000 was $15.4 million, compared with cash flow used in operating activities of
$25.7 million during the first six months of fiscal 1999. This improvement was principally due to a much smaller increase in merchandise inventories, which increased 5% since January 29,
2000, primarily because of the addition of 40 Michaels and 9 Aaron Brothers stores during the first six months of fiscal 2000. Inventories per Michaels store at July 29, 2000 decreased 1% from
July 31, 1999. This decrease in average inventory per store resulted at the same time as we achieved same-store sales increases by maintaining a good store in-stock position. Our plans are to
continue to refine our basic inventory levels carried in our

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distribution centers and stores, striving to find the right balance of safety stock. By year-end, we believe our per store inventories will be approximately 5% below fiscal 1999 year-end levels.

We
opened 39 Michaels and 9 Aaron Brothers stores and relocated 9 Michaels and 1 Aaron Brothers stores during the first six months of fiscal 2000. Capital expenditures for the newly
opened stores amounted to approximately $25.8 million. Additional capital expenditures of approximately $14.9 million during the first six months of fiscal 2000 related primarily to existing stores
and various information systems enhancements. We expect additional capital expenditures during the remainder of fiscal 2000 to total approximately $86 million, related primarily to costs for new
stores, store relocations and remodeling, distribution facilities, information systems, and various other projects.

In
fiscal 1999 and 1998, we repurchased 364,000 and 1,145,000 shares, respectively, of our common stock ("Common Stock") for an aggregate purchase price of $11.5 million and
$20.4 million, respectively, and placed the shares in treasury. In the first quarter of fiscal 2000, we retired all of the Common Stock held in treasury. Pursuant to a plan approved by the
Board of Directors in July 1999 to repurchase up to 5,000,000 shares of Common Stock, subsequent to the end of the second quarter of fiscal 2000 through September 8, 2000, we repurchased
and subsequently retired 694,000 shares of our Common Stock for an aggregate purchase price of $26.6 million.

On
June 9, 2000, the Company called for the redemption on June 29, 2000 of the convertible subordinated notes due January 15, 2003 (the "Securities"). The
aggregate principal amount of the Securities outstanding was $96,935,000. The holders had the option to convert their Securities into shares of Common Stock by June 22, 2000, at a price of
$38.00 per share. Alternatively, holders could have their Securities redeemed on June 29, 2000 at a total redemption price of $1,051.25 per $1,000 principal amount of Securities, including a
premium for early redemption and accrued interest. The majority of the Securities were surrendered by the June 22, 2000 conversion date and were converted into 2,445,565 shares of Common Stock.
The remaining Securities were redeemed at a total redemption price of $4.2 million on June 29, 2000. The loss from the redemption was not material.

In
the first six months of fiscal 2000, proceeds from the exercise of employee stock options covering 3,515,518 shares of Common Stock amounted to $75.7 million.

At
July 29, 2000, we had working capital of $540.5 million, compared to $452.0 million at January 29, 2000. We currently have a bank credit facility (the "Credit
Agreement") providing for an unsecured revolving line of credit of $100 million, which may be increased to $125 million under specific conditions. No borrowings were outstanding under
the Credit Agreement at July 29, 2000 or at July 31, 1999. We believe that our available cash, funds generated by operating activities, funds available under our Credit Agreement and proceeds
from the exercise of stock options will be sufficient to fund anticipated capital expenditures and working capital requirements.

10

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## 

MICHAELS STORES, INC.
FORM 10-Q

PART IIOTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

(a)          Exhibits

Exhibit
27Financial Data Schedule.

(b)          Reports
on Form 8-K

(i)  Form
8-K, dated June 9, 2000, reporting Items 5 and 7, and filing Michaels Stores, Inc. Press Release dated
                     June 9, 2000.

11

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## 

MICHAELS STORES, INC.  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

| |  | MICHAELS STORES, INC.
| |  | ---------------------
| |  | By:                  

Dated:
September 12, 2000

12

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## 

EXHIBIT INDEX

|Exhibit
Number |  | Description             |  | Page
|-------------- |  | ----------------------- |  | ----
|27             |  | Financial Data Schedule |  |     

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