EXHIBIT 10.15

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Effective as of December 31, 1993

Michaels Stores, Inc.
5931 Campus Circle Drive
Irving, Texas 70563
Attention:  Kristin L. Magnuson,
            Vice President-Finance

Re:  Credit Agreement dated as of June 24, 1993, between Michaels Stores, Inc.
     and NationsBank of Texas, N.A.

Gentlemen:

Reference is made to that certain Credit Agreement dated as of June 24, 1993 (as
heretofore amended or modified, the "Credit Agreement"), between Michaels
Stores, Inc., a Delaware corporation ("Borrower"), and NationsBank of Texas,
N.A., a national banking association ("Lender"). Unless otherwise defined
herein, each defined term used herein shall have the meaning given such term in
the Credit Agreement.

For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Borrower and Lender agree as follows:

1.  The December 31, 1993 date appearing in the second sentence of Section 2.1
    of the Credit Agreement is amended to read "March 31, 1994".

2.  Except as modified and amended hereby, the Credit Agreement and the other
    Loan Papers are unchanged, and are hereby ratified and confirmed.

3.  This letter agreement and the other Loan Papers shall be construed in
    accordance with and governed by the Laws of Texas, except to the extent that
    federal Laws may apply and except to the extent otherwise required by Law.

4.  This letter agreement may be executed in a number of identical counterparts,
    each of which shall be deemed an original for all purposes and all of which
    constitute, collectively, one agreement; but, in making proof of this
    agreement, it shall not be necessary to produce or account for more than one
    such counterpart.

5.  THIS AGREEMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT
    BETWEEN THE PARTIES AND MAY NOT




Michaels Stores, Inc.
Effective as of December 31, 1993
Page 2

    BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
    AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
    THE PARTIES.

If Borrower is in agreement with the foregoing, please so indicate by executing
this letter in the space provided below and returning it to Lender.

Very truly yours,

NATIONSBANKS OF TEXAS, N.A.


By:  Joseph G. Taylor
   --------------------------
Name:   Joseph G. Taylor
      -----------------------
Title:  Vice President
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Accepted and Agreed To:

MICHAELS STORES, INC.


By:  Kristin L. Magnuson
    -------------------------
Name:  Kristin L. Magnuson
      -----------------------
Title:  Vice President - Finance and Business Planning
       ----------------------