Edgar Filing: WYLY JR CHARLES J

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WYLY JR CHARLES J

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
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2005

(Street)

DALLAS, TX 75201

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2005		S		3,617	D	$ 41.7	652,256	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		333	D	$ 41.69	651,923	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		95	D	$ 41.68	651,828	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		95	D	$ 41.67	651,733	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		190	D	$ 41.66	6,651,543	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		452	D	$ 41.65	651,091	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		119	D	$ 41.63	650,972	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		238	D	$ 41.62	650,734	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		286	D	$ 41.61	650,448	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		6,377	D	$ 41.6	6,447,071	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		119	D	$ 41.59	643,952	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		262	D	$ 41.58	643,690	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		666	D	$ 41.57	643,024	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		524	D	$ 41.56	642,500	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		904	D	$ 41.55	641,596	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		2,165	D	$ 41.54	439,431	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		1,832	D	$ 41.53	637,599	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		1,285	D	$ 41.52	636,314	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		904	D	$ 41.51	635,410	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		8,019	D	$ 41.5	627,391	I	By Partnership ⁽¹⁾ ⁽²⁾
Common Stock	06/15/2005		S		100	D	$ 41.58	410,108	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		34	D	$ 41.59	410,074	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		8,033	D	$ 41.6	402,041	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		5,700	D	$ 41.61	396,341	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		5,600	D	$ 41.62	390,741	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		1,400	D	$ 41.63	389,341	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		2,133	D	$ 41.64	387,208	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		1,367	D	$ 41.65	385,841	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		2,067	D	$ 41.66	383,774	I	By Partnership ⁽¹⁾ ⁽³⁾
Common Stock	06/15/2005		S		1,600	D	$ 41.67	382,174	I	By Partnership ⁽¹⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WYLY JR CHARLES J 300 CRESCENT COURT SUITE 1000 DALLAS, TX 75201	X		Chairman of the Board

Signatures

/s/ Eric Markus, Attorney-In-Fact for Charles J. Wyly, Jr.		06/17/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Notwithstanding the inclusion of securities reported in this Form 4, the Reporting Person disclaims (i) beneficial ownership of any securities held indirectly except to the extent of his pecuniary interest therein (if any), and (ii) beneficial ownership of any securities held in a trust to the extent that Rule 16a-8 would not treat such Reporting Person as the beneficial owner thereof.
(2)	Represents shares held by Stargate, Ltd., a limited partnership. The Reporting Person is a co-trustee of the trust that is the general partner of Stargate, Ltd.
(3)	Represents shares held by Shadywood USA, Ltd., a limited partnership of which the Reporting Person is a general partner.
Remarks: This Form 4 is the third of four being filed this day by the Reporting Person. The four filings should be read together.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.