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): August 2, 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 3.02 Unregistered Sales of Equity Securities

     On August 2, 2005, the Registrant issued 231,077 shares of common stock
pursuant to the exercise of an outstanding warrant by net issuance in which the
holder relinquished the right to purchase 173 shares of common stock.

     The issuance of these securities was in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
and Regulation D promulgated thereunder, as a transaction by an issuer not
involving a public offering.


     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: August 3, 2005

                                                  FIBERSTARS, INC.

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