FORM 4

      Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

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, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

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 1. Name and Address of Reporting Person *

     (Last)                 (First)         (Middle)

(Street)

      (City)               (State)               (Zip)

 2. Issuer Name and Ticker
     or Trading Symbol

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
     (Month/Day/Year)

 5. If Amendment, Date of
   Original (Month/Day/Year)

 6. Relationship of Reporting Person(s) to Issuer

     (Check all applicable)

      Director

      10% Owner

  X Officer (give title below)

      Other (specify below)

Executive Vice President–Chief Information Officer

 7. Individual or Joint/Group
     Filing (Check Applicable Line)

  X  Form filed by One Reporting Person

      Form filed by More than One Reporting Person

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

1/31/03

A(1)

35

A

$28.3135

19,322(2)

D

1,900(3)

I

By 401(k) Plan

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 Underlying Securities
(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 of Derivative Securities: 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

Explanation of Responses:

(1)

Shares purchased by the reporting person in connection with a lump-sum contribution under the Michaels Stores, Inc. Amended and Restated 1997 Employees Stock Purchase Plan (the “Stock Plan”).

(2)

Includes 5,322 shares acquired by the reporting person under the Stock Plan based on plan statements issued by the Stock Plan administrator as of December 31, 2002 and January 31, 2003.

(3)

The reported amount is held by a 401(k) Plan (the “Plan”) stock fund assumed to be fully invested in Michaels Stores, Inc. common stock.  The reported amount is based on a plan statement issued by the Plan administrator as of January 31, 2003 as an estimate of the total number of shares that would be available to the reporting person if such holdings were liquidated on that date.

** Signature of Reporting Person

Date

Elizabeth K. Giddens, Attorney-in-Fact for
James F. Tucker

*

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).

Note:

File three copies of this Form, one of which must be manually signed. If space is insufficient,

see Instruction 6 for procedure.