EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this  Registration  Statement on Form S-1 of our
reports  dated  February  14,  2003  relating  to  the  consolidated   financial
statements and financial statement schedule of Fiberstars, Inc., which appear in
such  Registration  Statement.  We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Jose, California
May 27, 2004