<SUBMISSION>
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<TYPE>8-K
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<ITEMS>5.05
<ITEMS>9.01
<FILING-DATE>20050427
<DATE-OF-FILING-DATE-CHANGE>20050427
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>FIBERSTARS INC /CA/
<CIK>0000924168
<ASSIGNED-SIC>3640
<IRS-NUMBER>943021850
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1231
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-24230
<FILM-NUMBER>05776714
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<BUSINESS-ADDRESS>
<STREET1>44259 NOBEL DRIVE
<CITY>FREMONT
<STATE>CA
<ZIP>94538
<PHONE>5104900719
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<STREET1>44259 NOBEL DRIVE
<CITY>FREMONT
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<FILENAME>fi2546.txt
<TEXT>
================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): April 22, 2005

                                FIBERSTARS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          California                   0-24230                  94-3021850
----------------------------  ------------------------    ----------------------
(State or Other Jurisdiction  (Commission File Number)       (I.R.S. Employer
      of Incorporation)                                   Identification Number)

                    44259 Nobel Drive
                   Fremont, California                              94538
         ----------------------------------------                ----------
         (Address of principal executive offices)                (Zip Code)

                                 (510) 490-0719
                         -------------------------------
                         (Registrant's telephone number,
                              including area code)

                                       N/A
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240-13e-4(c))

================================================================================

<PAGE>

Item 5.05   Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
            Year

(a)  On April 22, 2005, the Board of Directors (the "Board") of Fiberstars, Inc.
(the "Company") amended Article III, Section 3.2 of the Company's Bylaws to
decrease the exact number of directors fixed within Company's variable range
from eight (8) to six (6) effective as of April 22, 2005, which amendment as of
such date was ratified, affirmed and adopted by the Board by resolution upon
motion duly made, seconded and carried at its regular meeting of the Board
meeting held on April 22, 2005. The compete text of Section 3.2 of the Bylaws as
so amended is set forth and reflected by the Certificate of Amendment of Bylaws
dated April 27, 2005 filed herewith as Exhibit 3(ii).


Item 9.01   Financial Statements and Exhibits

         (c) Exhibits

         Exhibit No.   Description
         -----------   ---------------------------------------------------------
           3(ii)       Certificate of Amendment of Bylaws dated April 27, 2005.

<PAGE>

                                    SIGNATURE

     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 hereunto duly authorized.

     Dated:  April 27, 2005

                                                  FIBERSTARS, INC.

                                                  By     /s/ Robert A. Connors
                                                         -----------------------
                                                  Name:  Robert A. Connors
                                                  Title: Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number      Description
-------     ------------------------------------------------------
3(ii)       Certificate of Amendment of Bylaws dated April 27, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>fi2546ex32.txt
<TEXT>
                                                                  Exhibit 3.(ii)

                       CERTIFICATE OF AMENDMENT OF BYLAWS
                                       OF
                                FIBERSTARS, INC.


     The undersigned, being the duly acting and appointed Secretary of
Fiberstars, Inc., a California corporation (the "Corporation"), hereby certifies
that Article III, Section 3.2 of the Company's Bylaws has been amended to
decrease the exact number of directors fixed within Corporation's variable range
of directors comprising its Board of Directors from eight (8) to six (6)
effective as of April 22, 2005, which amendment as of such date was ratified,
affirmed and adopted by the Board of Directors by resolution upon motion duly
made, seconded and carried at its regular meeting of the Board of Directors held
on April 22, 2005, which Section 3.2, as amended, reads in its entirety as
follows:

     "3.2      NUMBER OF DIRECTORS

               The number of directors of the corporation shall not be less than
     five (5) nor more than nine (9). The exact number of directors shall be six
     (6) until changed, within the limits specified above, by a bylaw amending
     this Section 3.2, duly adopted by the board of directors or by the
     shareholders. The indefinite number of directors may be changed, or a
     definite number may be fixed without provision for an indefinite number, by
     a duly adopted amendment to the articles of incorporation or by an
     amendment to this bylaw duly adopted by the vote or written consent of
     holders of a majority of the outstanding shares entitled to vote; provided,
     however that an amendment reducing the fixed number or the minimum number
     of directors to a number less than five (5) cannot be adopted if the votes
     cast against its adoption at a meeting, or the shares not consenting in the
     case of an action by written consent, are equal to more than sixteen and
     two-thirds percent (16-2/3%) of the outstanding shares entitled to vote
     thereon. No amendment may change the stated maximum number of authorized
     directors to a number greater than two (2) times the stated minimum number
     of directors minus one (1).

               No reduction of the authorized number of directors shall have the
     effect of removing any director before that director's term of office
     expires."

Dated:  April 27, 2005                              /s/ Robert A. Connors
                                                    ----------------------------
                                                    Robert A. Connors, Secretary
</TEXT>
</DOCUMENT>
</SUBMISSION>
