                                                                  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
increase the exact number of directors fixed within Corporation's variable range
of directors comprising its Board of Directors from six (6) to seven (7)
effective as of July 21, 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 July 21, 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 seven (7) 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:  July 21, 2005                               /s/ Robert A. Connors
                                                    ----------------------------
                                                    Robert A. Connors, Secretary
