UNITED STATES


                             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): February 25, 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)

         (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))


Item 1.01.  Entry into a Material Definitive Agreement

        Fiberstars, Inc. has entered into a consulting agreement with
Mr. Jeffrey H. Brite, a member of its Board of Directors. The consulting
agreement, which reflects an effective date of November 1, 2004, was delivered
on February 25, 2005 to Fiberstars, Inc. as executed by Mr. Brite. As a
consultant under this agreement, Mr. Brite is to assist Fiberstars, Inc.'s
President and Vice President of Sales in identifying, contacting and making
introductions to key building project personnel in a position to facilitate the
purchase of Fiberstars, Inc. products. In return, Fiberstars, Inc. is to
compensate Mr. Brite with the award of an option for the acquisition of up to
40,000 shares of its common stock at a per share exercise price of $7.23 and
with annual aggregate cash payments of $50,000 to be paid in quarterly
installments during each of the years 2005, 2006 and 2007. The consulting
agreement is subject to termination by either party upon ten (10) days written
notice to the other party.


        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:  March 2, 2005

                                                  FIBERSTARS, INC.

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