SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HANLON RICHARD E (Last) (First) (Middle) 8000 BENT BRANCH DRIVE (Street) IRVING TX 75063 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MICHAELS STORES INC [ MIK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2004		M		20,000	A	$8.9531	25,200	D
Common Stock	01/30/2004		F(1)		4,067	D	$44.02	21,133	D
Common Stock	01/30/2004		M		10,000	A	$8.9531	12,200	I	By The Patrick Reid Hanlon Trust(2)
Common Stock	01/30/2004		F(3)		2,033	D	$44.02	10,167	I	By The Patrick Reid Hanlon Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$8.9531	01/30/2004		M			20,000	(4)	02/29/2004	Common Stock	20,000	$0	0	D
Stock Option (Right to Buy)	$8.9531	01/30/2004		M			10,000	(4)	02/29/2004	Common Stock	10,000	$0	0	I	By The Patrick Reid Hanlon Trust(5)

Explanation of Responses:

1. 20,000 shares of Michaels Stores, Inc. common stock were acquired by the reporting person upon exercise of stock options, and the exercise price of those stock options was paid by surrendering to Michaels Stores, Inc. 4,067 shares of Michaels Stores, Inc. common stock that would otherwise be issuable to the reporting person in connection with the exercise of the stock options.

2. Shares are held by The Patrick Reid Hanlon Trust of which the reporting person is a co-trustee.

3. 10,000 shares of Michaels Stores, Inc. common stock were acquired indirectly by the reporting person upon the exercise of stock options held by The Patrick Reid Hanlon Trust, and the exercise price of those stock options was paid by surrendering to Michaels Stores, Inc. 2,033 shares of Michaels Stores, Inc. common stock that would otherwise be issuable to The Patrick Reid Hanlon Trust in connection with the exercise of the stock options.

4. Exercise of stock options pursuant to original grant to the reporting person on March 1, 1999 of options under the Michaels Stores, Inc. Amended and Restated 1997 Stock Option Plan to purchase 100,000 shares of Michaels Stores, Inc. common stock (adjusted to give effect to a two-for-one stock split effected in the form of a stock dividend to stockholders of record as of the close of business on November 12, 2001). The options associated with this grant vested immediately upon grant. After giving effect to the transactions that are the subject of this report, no options remain outstanding under this grant.

5. The stock options involved in this transaction were initially granted to the reporting person and subsequently transferred to The Patrick Reid Hanlon Trust.

Remarks:

	/s/ Elizabeth K. Giddens Elizabeth K. Giddens, Attorney-in-Fact for Richard E. Hanlon	02/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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