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<CONFORMED-NAME>FIBERSTARS INC /CA/
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<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1231
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<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): July 21, 2005

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

             California                   0-24230              94-3021850
  -------------------------------       -----------      ----------------------
  (State or Other Jurisdiction of       (Commission         (I.R.S. Employer
           Incorporation)               File Number)     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 5.02.   Departure of Directors or Principal Officers; Election of Directors

(d)     On July 21, 2005, the Board of Directors (the "Board") of the Registrant
(the "Company") increased the exact number of directors fixed within the
Company's variable range from six (6) to seven (7), and elected John Davenport,
the Company's Chief Executive Officer, to the Board. Mr. Davenport, 60, joined
the Company in November 1999 as Vice President, Chief Technology Officer, was
appointed Chief Operating Officer in July 2003 and Chief Executive Officer in
June, 2005. Prior to joining the Company, Mr. Davenport served as President of
Unison Fiber Optic Lighting Systems, LLC from 1998 to 1999. Mr. Davenport began
his career at GE Lighting in 1972 as a research physicist and thereafter served
25 years in various capacities including GE Lighting's research and development
manager and as development manager for high performance LED projects.

        In his capacity as the Company's Chief Executive Officer, Mr. Davenport
receives a base salary of $250,000 per year. He is also eligible to receive a
minimum bonus of 25% of his base salary if the Company achieves the operating
income plan established for each year, or up to a maximum bonus of 50% of his
base salary if the Company exceeds the operating income plan. Each year the
operating income plan will be negotiated between Mr. Davenport and the Board of
Directors. On July 1, 2005, Mr. Davenport received an option to purchase 200,000
shares of the Company's common stock at an exercise price equal to the closing
price of the Company's common stock on the date of grant. This option vests as
to 25% of the shares on each anniversary of the grant date, becoming fully
vested on the fourth anniversary.

        As the Company's Chief Executive Officer, Mr. Davenport is eligible to
receive additional options to purchase from 50,000 shares up to 100,000 shares
of the Company's common stock, to be granted on each of December 31, 2006 and
December 31, 2007, if the Company achieves certain revenue targets for the
fiscal years ended December 31, 2006 and 2007, respectively.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Changes in
             Fiscal Year

(a)     On July 21, 2005, the Board amended Article III, Section 3.2 of the
Company's Bylaws to increase the exact number of directors fixed within
Company's variable range 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 by resolution upon motion duly made, seconded and carried at its regular
meeting of the Board meeting held on July 21, 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 July 21, 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 July 21,
                            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:  July 25, 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 July 21, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>2
<FILENAME>fs3146ex3.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
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
</TEXT>
</DOCUMENT>
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