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
decrease the exact number of directors fixed within Corporation's variable range
of directors comprising its Board of Directors from eight (8) to six (6)
effective as of April 22, 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 April 22, 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 six
     (6) 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:  April 27, 2005                              /s/ Robert A. Connors
                                                    ----------------------------
                                                    Robert A. Connors, Secretary