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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 April 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
June 7, 2000
|-------------------------------------- |  | -------------------------------------
|Common Stock, par value $.10 per share |  | 33,215,489                           

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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)

|                                                          |                                                                                                                    | April 29, 2000              |           | January 29, 2000 |        
|--------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | --------------------------- | --------- | ---------------- | -------
|
|ASSETS                                                    |                                                                                                                    |                             |           |                  |        
|Current assets:                                           |                                                                                                                    |                             |           |                  |        
|                                                          | Cash and equivalents                                                                                               |                             | $         | 99,300           |        
|                                                          | Merchandise inventories                                                                                            |                             |           | 638,920          |        
|                                                          | Prepaid expenses and other                                                                                         |                             |           | 19,711           |        
|                                                          | Deferred income taxes                                                                                              |                             |           | 12,030           |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total current assets        |           |                  | 769,961
|                                                          |                                                                                                                    |                             |           |                  |        
|Property and equipment, at cost                           |                                                                                                                    |                             | 472,494   |                  |        
|Less accumulated depreciation                             |                                                                                                                    |                             | (224,434  | )                |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             | 248,060   |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|Costs in excess of net assets of acquired operations, net |                                                                                                                    |                             | 123,828   |                  |        
|Other assets                                              |                                                                                                                    |                             | 2,859     |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             | 126,687   |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|Total assets                                              |                                                                                                                    | $                           | 1,144,708 |                  | $      
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                      |                                                                                                                    |                             |           |                  |        
|Current liabilities:                                      |                                                                                                                    |                             |           |                  |        
|                                                          | Accounts payable                                                                                                   |                             | $         | 147,403          |        
|                                                          | Accrued liabilities and other                                                                                      |                             |           | 124,736          |        
|                                                          | Income taxes payable                                                                                               |                             |           | 582              |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total current liabilities   |           |                  | 272,721
|                                                          |                                                                                                                    |                             |           |                  |        
|Senior notes                                              |                                                                                                                    |                             | 125,000   |                  |        
|Convertible subordinated notes                            |                                                                                                                    |                             | 96,935    |                  |        
|Deferred income taxes                                     |                                                                                                                    |                             | 17,990    |                  |        
|Other long-term liabilities                               |                                                                                                                    |                             | 18,598    |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total long-term liabilities |           |                  | 258,523
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             | 531,244   |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        
|Commitments and contingencies                             |                                                                                                                    |                             |           |                  |        
|Stockholders' equity:                                     |                                                                                                                    |                             |           |                  |        
|                                                          | Common stock, $.10 par value, 150,000,000 shares authorized; 31,543,326 and 31,573,113 shares issued, respectively |                             |           | 3,154            |        
|                                                          | Additional paid-in capital                                                                                         |                             |           | 407,084          |        
|                                                          | Retained earnings                                                                                                  |                             |           | 203,226          |        
|                                                          | Treasury stock, at cost, no shares and 1,509,000 shares, respectively                                              |                             |           |                 |        
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    | Total stockholders' equity  |           |                  | 613,464
|                                                          |                                                                                                                    |                             |           |                  |        
|Total liabilities and stockholders' equity                |                                                                                                                    | $                           | 1,144,708 |                  | $      
|                                                          |                                                                                                                    |                             |           |                  |        
|                                                          |                                                                                                                    |                             |           |                  |        

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                                   |         | $             | 472,548
|Cost of sales and occupancy expense         |         |               | 312,394
|                                            |         |               |        
|Gross profit                                |         |               | 160,154
|Selling, general and administrative expense |         |               | 136,758
|Store pre-opening costs                     |         |               | 2,723  
|                                            |         |               |        
|Operating income                            |         |               | 20,673 
|Interest expense                            |         |               | 5,520  
|Other (income) and expense, net             |         |               | (989   
|                                            |         |               |        
|Income before income taxes                  |         |               | 16,142 
|Provision for income taxes                  |         |               | 6,458  
|                                            |         |               |        
|Net income                                  |         | $             | 9,684  
|                                            |         |               |        
|                                            |         |               |        
|Earnings per common share:                  |         |               |        
|                                            | Basic   |               | $      
|                                            |         |               |        
|                                            |         |               |        
|                                            | Diluted |               | $      
|                                            |         |               |        
|                                            |         |               |        

See
accompanying notes to consolidated financial statements.

3

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MICHAELS STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
(Unaudited)

|                                          |                                                   | Quarter Ended                     |                                
|----------------------------------------- | ------------------------------------------------- | --------------------------------- | -------------------------------
|
|Operating activities:                     |                                                   |                                   |                                
|                                          | Net income                                        |                                   | $                              
|                                          | Adjustments:                                      |                                   |                                
|                                          |                                                   | Depreciation                      |                                
|                                          |                                                   | Amortization                      |                                
|                                          |                                                   | Other                             |                                
|                                          |                                                   | Change in assets and liabilities: |                                
|                                          |                                                   |                                   | 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 |                                   |                                
|                                          |                                                   |                                   |                                
|                                          |                                                   |                                   |                                
|                                          |                                                   |                                   |                                
|Financing activities:                     |                                                   |                                   |                                
|                                          | Payment of other long-term liabilities            |                                   |                                
|                                          | Proceeds from stock options exercised             |                                   |                                
|                                          | Proceeds from issuance of common stock and other  |                                   |                                
|                                          |                                                   |                                   |                                
|                                          |                                                   |                                   |                                
|                                          |                                                   |                                   |                                
|Net increase in cash and equivalents      |                                                   |                                   | 21,902                         
|Cash and equivalents at beginning of year |                                                   |                                   | 77,398                         
|                                          |                                                   |                                   |                                
|Cash and equivalents at end of period     |                                                   | $                                 | 99,300                         
|                                          |                                                   |                                   |                                
|                                          |                                                   |                                   |                                

See
accompanying notes to consolidated financial statements.

4

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MICHAELS STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the Quarter Ended April 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 months ended April 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         
|--------------------------------- | --------------------------------------------------------------------------------------------------- | ----------------------
|
|
|Numerator:                        |                                                                                                     |                       
|                                  | Net income                                                                                          |                       
|                                  |                                                                                                     |                       
|                                  |                                                                                                     |                       
|Denominator:                      |                                                                                                     |                       
|                                  | Denominator for basic earnings per share-weighted average shares                                    |                       
|                                  | Effect of dilutive securities:                                                                      |                       
|                                  |                                                                                                     | Employee stock options
|                                  |                                                                                                     |                       
|                                  | Denominator for diluted earnings per share-weighted average shares adjusted for dilutive securities |                       
|                                  |                                                                                                     |                       
|                                  |                                                                                                     |                       
|Basic earnings per common share   |                                                                                                     | $                     
|                                  |                                                                                                     |                       
|                                  |                                                                                                     |                       
|Diluted earnings per common share |                                                                                                     | $                     
|                                  |                                                                                                     |                       
|                                  |                                                                                                     |                       

Note CSubsequent Events

On June 9, 2000, the Company called for the redemption on June 29, 2000 of the Company's 4.75%/6.75% Step-up Convertible Subordinated
Notes Due 2003 (the "Securities"). The aggregate principal amount of the Securities outstanding is $96,935,000. The holders may 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 may 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. Securities not surrendered for conversion by June 22, 2000 will be
automatically redeemed on June 29, 2000.

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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 |  
|------------------------------------------- |  | ------------- | -
|
|Net sales                                   |  | 100.0         | %
|Cost of sales and occupancy expense         |  | 66.1          |  
|                                            |  |               |  
|Gross profit                                |  | 33.9          |  
|Selling, general and administrative expense |  | 28.9          |  
|Store pre-opening costs                     |  | 0.6           |  
|                                            |  |               |  
|Operating income                            |  | 4.4           |  
|Interest expense                            |  | 1.2           |  
|Other (income) and expense, net             |  | (0.2          | )
|                                            |  |               |  
|Income before income taxes                  |  | 3.4           |  
|Provision for income taxes                  |  | 1.4           |  
|                                            |  |               |  
|Net income                                  |  | 2.0           | %
|                                            |  |               |  
|                                            |  |               |  

Quarter Ended April 29, 2000, Compared to the Quarter Ended May 1, 1999

Net sales for the three months ended April 29, 2000 increased $84.0 million, or 22%, over the three months ended May 1, 1999. At the end
of the first quarter of fiscal 2000, we operated 585 Michaels and 97 Aaron Brothers stores. The results for the first quarter of fiscal 2000 included sales from 61 Michaels and 17 Aaron Brothers
stores that were opened during the 12-month period ended April 29, 2000, more than offsetting lost sales from 5 Michaels and no Aaron Brothers store closures. Sales at the new
stores (net of closures) during the first quarter of fiscal 2000 accounted for $56.5 million of the increase in net sales. Same-store sales increased 7% in the first quarter of
fiscal 2000 compared to the first quarter of fiscal 1999, which contributed $27.5 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 generate same-store sales increases is dependent, in part, on our ability to continue to improve store in-stock positions on the
top-selling items, to properly allocate seasonal

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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 first quarter of fiscal 2000 was 66.1%, a decrease of 1.5% from the first quarter of fiscal 1999. This
decrease was primarily attributable to improved initial markup on inventories and improvements from our advertising 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 0.4% in the first quarter of fiscal 2000 compared to the first quarter of fiscal 1999. This
increase resulted principally from expenses associated with the identification and implementation of improvements to our supply chain, partially offset by improved expense leverage in store payroll
and related expenses.

Store
pre-opening costs remained constant as a percentage of net sales in the first quarter of fiscal 2000 compared to the first quarter of fiscal 1999, as we opened or
relocated 30 Michaels and 2 Aaron Brothers stores in the first quarter of fiscal 2000 compared to 26 Michaels and 3 Aaron Brothers stores in the first quarter of fiscal 1999.

Operating
income, as a percentage of net sales, increased by 1.1% in the first quarter of fiscal 2000 compared to the first quarter of fiscal 1999. This improvement represents a 61%
increase in operating income over the first quarter of fiscal 1999, on a 22% increase in net sales during the same period, to $20.7 million for the first quarter of fiscal 2000 compared to
$12.9 million for the first quarter of fiscal 1999.

Interest
expense (net of interest income), as a percentage of net sales, decreased by 0.2% in the first quarter of fiscal 2000 compared to the first quarter of fiscal 1999. This
decrease resulted from a leveraging of interest expense on expanded sales.

In
fiscal 2000, the effective tax rate increased to 40% from 38% in the first quarter of fiscal 1999, as the Company reduced the valuation allowance for net operating losses in fiscal
1999.

Liquidity and Capital Resources

Cash flow provided by operating activities during the first quarter of fiscal 2000 was $9.1 million, compared with $22.9 million during the first
quarter of fiscal 1999. This decrease was principally due to increased merchandise inventories, which increased 4% since January 29, 2000, primarily because of the addition of 26 Michaels and 2
Aaron Brothers stores during the first quarter of fiscal 2000. Inventories per Michaels store at April 29, 2000 increased 11% from May 1, 1999. This increase in average inventory per
store resulted from our efforts to achieve 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 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 26 Michaels and 2 Aaron Brothers stores and relocated 4 Michaels and no Aaron Brothers stores during the first quarter of fiscal 2000. Capital expenditures for the newly
opened stores amounted to approximately $10.5 million. Additional capital expenditures of approximately $6.7 million during the first quarter 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

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$90 million, related primarily to costs for new stores, store relocations and remodeling, 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.

In
the first quarter of fiscal 2000, proceeds from the exercise of employee stock options covering 1,471,529 shares of Common Stock amounted to $31.3 million.

At
April 29, 2000, we had working capital of $497.2 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 April 29, 2000 or at May 1, 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, working capital requirements and the redemption of convertible subordinated notes announced
on June 9, 2000 (see Note CSubsequent Events, in the Notes to Consolidated Financial Statements in Item 1 of Part I).

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MICHAELS STORES, INC.  FORM 10-Q  PART IIOTHER INFORMATION

Item 5. Other Information.

Stockholder Proposals for 2000 Annual Meeting

Our annual stockholders meeting is scheduled for September 13, 2000. Proposals of stockholders intended for inclusion in the proxy statement to be
furnished to all stockholders entitled to vote at the annual meeting must have been received at our principal executive office no later than June 2, 2000. The deadline for providing timely
notice of matters that stockholders otherwise desire to introduce at the annual meeting is July 2, 2000.

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



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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:
June 13, 2000

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EXHIBIT INDEX

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

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