As filed with the Securities and Exchange Commission on June 3, 1997.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ----------

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

     CALIFORNIA                                        94-3021850
-------------------------                   ------------------------------------
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

                               2883 Bayview Drive
                                Fremont, CA 94538
                   (Address of principal executive of offices)

                                   ----------

                             1994 STOCK OPTION PLAN
                            (Full title of the Plans)

                                   ----------

                                David N. Ruckert
                      President and Chief Executive Officer
                                FIBERSTARS, INC.
                               2883 Bayview Drive
                                Fremont, CA 94538
                                 (510) 490-0719
            (Name, address and telephone number of agent for service)

                                   ----------

                                   Copies to:
                              Paul E. Hurdlow, Esq.
                          Gray Cary Ware & Freidenrich
                        4365 Executive Drive, Suite 1600
                        San Diego, California 92121-2189
                                 (619) 677-1400

                  Page 1 of 11 Pages. Exhibit Index at Page 9.
              (Calculation of Registration Fee on following page.)

<PAGE>

<TABLE>
---------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                          Proposed              Proposed           
          Title of                                         Maximum              Maximum              Amount of  
        Securities to           Maximum Amount to      Offering Price          Aggregate            Registration
        be Registered             be Registered           Per Share          Offering Price             Fee     
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>                       <C>              <C>                    <C>        
1994 Stock Option Plan:                                                    
Common Stock                                                               
$.0001 par value ...               75,000 shares            $4.75(1)         $    356,250           $       108
                                                                           
Common Stock                                                               
$.0001 par value ...              425,000 shares            $4.56(2)         $  1,938,000           $       588
TOTAL                             500,000 shares                             $  2,294,250           $       696
                                  ==============                             ============           ===========
<FN>                                                                    
-------------------------------------------------------------------------------------------------------------------
(1)      Computed in  accordance  with Rule 457(h) under the  Securities  Act of
         1933 solely for the purpose of calculating the total  registration fee.
         The  computation  was based on the price at which  certain  outstanding
         options under the referenced Plan may be exercised, the shares issuable
         under which are registered hereby.
(2)      Estimated  in  accordance  with  Rules  457(h)  and  457(c)  under  the
         Securities Act of 1933 solely for the purpose of calculating  the total
         registration  fee. The computation  with respect to unissued options is
         based upon the  average  of the high and low sale  prices of the Common
         Stock as reported in the Nasdaq  National  Market  System as of May 28,
         1997.
</FN>
</TABLE>

================================================================================

                                       2
<PAGE>


PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   INFORMATION INCORPORATED BY REFERENCE

         The  following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         Item 3(a)

         The  Registrant's  latest annual report on Form 10-K filed  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  containing  audited financial  statements for the Registrant's
fiscal year ended December 31, 1996.

         Item 3(b)

         All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

         Item 3(c)

         Items 1 and 2 of the  Registrant's  Registration  Statement on Form 8-A
filed on August 19, 1994 pursuant to Section 12 of the  Securities  Exchange Act
of 1934, as amended.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4            DESCRIPTION OF SECURITIES

         Not applicable.

Item 5             INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6            INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant has adopted  provisions in its Articles of Incorporation
that limit the liability of its directors  for  monetary-damages  arising from a
breach of their  fiduciary duty as directors to the fullest extent  permitted by
the California  Corporations  Code. Such limitation of liability does not affect
the availability of equitable  remedies such as injunctive relief or rescission.
The limitation on monetary liability also does not apply to liabilities  arising
under the federal securities laws.

         The Registrant's  Bylaws provide that the Registrant will indemnify its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law. The Registrant has entered into indemnification

                                       3

<PAGE>

agreements with its directors  containing  provisions which are in some respects
broader than the specific indemnification provisions contained in the California
Corporations  Code. The  indemnification  agreements may require the Registrant,
among other things, to indemnify its directors against certain  liabilities that
may  arise by reason  of their  status  or  service  as  directors  (other  than
liabilities  arising from willful  misconduct of a culpable nature),  to advance
their expenses  incurred as a result of any proceeding  against them as to which
they could be indemnified,  and to obtain  directors'  insurance if available on
reasonable terms.

Item 7            EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8            EXHIBITS

 Exhibit
 Number        Document
 -------       --------
5.1            Opinion of Counsel as to legality of securities being registered.
               
               
23.1           Consent of Independent Accountants.
               
               
23.2           Consent of Counsel (contained in Exhibit 5.1 hereto).
               
               
24.1           Power of Attorney (see page 7).
               
               
Item 9            UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       4


<PAGE>


         C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       5
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of Fremont, State of California, on June 2, 1997

                                        FIBERSTARS, INC.



                                        By:      /s/ David N. Ruckert
                                                 -------------------------------
                                                 David N.Ruckert, President and
                                                 Chief Executive Officer



                                       6
<PAGE>


                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below constitutes and appoints David N. Ruckert and William C. Lapworth,
jointly  and  severally,   his   attorneys-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.
<TABLE>

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<CAPTION>
       Signature                    Title                                               Date
       ---------                    -----                                               ----
<S>                                 <C>                                                <C>
/s/ John B. Stuppin                 Chairman of the Board of Directors                 6/2/97
--------------------------------
    (John B. Stuppin)

/s/ David N. Ruckert                President and Chief Executive Officer              6/2/97
--------------------------------    (Principal Executive Officer) and 
    (David N. Ruckert)              Director                          
                                    

/s/ William Lapworth                Vice President, Finance and Chief                  6/2/97
--------------------------------    Financial Officer (Principal Financial 
    (William Lapworth)              and Accounting Officer)                
                                    

/s/ Michael D. Ernst                 Director                                          6/2/97
--------------------------------
    (Michael D. Ernst)

/s/ B.J. Garet                       Director                                          6/2/97
--------------------------------
    (B. J. Garet)

/s/ Michael Feuer                    Director                                          6/2/97
--------------------------------
    (Michael Feuer, Ph.D.)

/s/ Paul Wang Director               Director                                          6/2/97
--------------------------------
    (Paul Wang)

/s/ Philip Wolfson                   Director                                          6/2/97
--------------------------------
    (Philip Wolfson)

/s/ Theodore L. Eliot Jr.            Director                                          6/2/97
--------------------------------
    (Theodore L. Eliot. Jr.)


</TABLE>

                                       7


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549




       ------------------------------------------------------------------

                                    EXHIBITS

       ------------------------------------------------------------------





                       Registration Statement on Form S-8


                                FIBERSTARS, INC.
                                  June 3, 1997



                                       8

<PAGE>

<TABLE>

                                                  INDEX TO EXHIBITS
<CAPTION>
                                                                                                           Sequentially
                   Exhibit                                                                                   Numbered
                   Number        Document                                                                      Page
                   ------        --------                                                                      ----
                    <S>          <C>                                                                            <C>
                     5.1         Opinion of Counsel as to legality of securities being
                                 registered.                                                                    10

                    23.1         Consent of Independent Accountants.                                            11

                    23.2         Consent of Counsel (contained in Exhibit 5.1 hereto).                          10

                    24.1         Power of Attorney (see page 7).                                                 7



                                       9
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17257}]
{"company-data": {"conformed-name": "FIBERSTARS INC /CA/", "cik": "0000924168", "assigned-sic": "3640", "irs-number": "943021850", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28423", "film-number": "97618675"}, "business-address": {"street1": "2883 BAYVIEW DR", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104900719"}, "mail-address": {"street1": "2883 BAYVIEW DR", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on June 3, 1997.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ----------

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

     CALIFORNIA                                        94-3021850
-------------------------                   ------------------------------------
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

                               2883 Bayview Drive
                                Fremont, CA 94538
                   (Address of principal executive of offices)

                                   ----------

                             1994 STOCK OPTION PLAN
                            (Full title of the Plans)

                                   ----------

                                David N. Ruckert
                      President and Chief Executive Officer
                                FIBERSTARS, INC.
                               2883 Bayview Drive
                                Fremont, CA 94538
                                 (510) 490-0719
            (Name, address and telephone number of agent for service)

                                   ----------

                                   Copies to:
                              Paul E. Hurdlow, Esq.
                          Gray Cary Ware & Freidenrich
                        4365 Executive Drive, Suite 1600
                        San Diego, California 92121-2189
                                 (619) 677-1400

                  Page 1 of 11 Pages. Exhibit Index at Page 9.
              (Calculation of Registration Fee on following page.)
---------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Proposed              Proposed           
          Title of                                         Maximum              Maximum              Amount of  
        Securities to           Maximum Amount to      Offering Price          Aggregate            Registration
        be Registered             be Registered           Per Share          Offering Price             Fee     
---------------------------------------------------------------------------------------------------------------------
1994 Stock Option Plan:                                                    
Common Stock                                                               
$.0001 par value ...               75,000 shares            $4.75(1)         $    356,250           $       108
                                                                           
Common Stock                                                               
$.0001 par value ...              425,000 shares            $4.56(2)         $  1,938,000           $       588
TOTAL                             500,000 shares                             $  2,294,250           $       696
                                  ==============                             ============           ===========
-------------------------------------------------------------------------------------------------------------------
(1)      Computed in  accordance  with Rule 457(h) under the  Securities  Act of
         1933 solely for the purpose of calculating the total  registration fee.
         The  computation  was based on the price at which  certain  outstanding
         options under the referenced Plan may be exercised, the shares issuable
         under which are registered hereby.
(2)      Estimated  in  accordance  with  Rules  457(h)  and  457(c)  under  the
         Securities Act of 1933 solely for the purpose of calculating  the total
         registration  fee. The computation  with respect to unissued options is
         based upon the  average  of the high and low sale  prices of the Common
         Stock as reported in the Nasdaq  National  Market  System as of May 28,
         1997.
================================================================================

                                       2
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   INFORMATION INCORPORATED BY REFERENCE

         The  following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         Item 3(a)

         The  Registrant's  latest annual report on Form 10-K filed  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  containing  audited financial  statements for the Registrant's
fiscal year ended December 31, 1996.

         Item 3(b)

         All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

         Item 3(c)

         Items 1 and 2 of the  Registrant's  Registration  Statement on Form 8-A
filed on August 19, 1994 pursuant to Section 12 of the  Securities  Exchange Act
of 1934, as amended.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4            DESCRIPTION OF SECURITIES

         Not applicable.

Item 5             INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6            INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant has adopted  provisions in its Articles of Incorporation
that limit the liability of its directors  for  monetary-damages  arising from a
breach of their  fiduciary duty as directors to the fullest extent  permitted by
the California  Corporations  Code. Such limitation of liability does not affect
the availability of equitable  remedies such as injunctive relief or rescission.
The limitation on monetary liability also does not apply to liabilities  arising
under the federal securities laws.

         The Registrant's  Bylaws provide that the Registrant will indemnify its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law. The Registrant has entered into indemnification

                                       3
agreements with its directors  containing  provisions which are in some respects
broader than the specific indemnification provisions contained in the California
Corporations  Code. The  indemnification  agreements may require the Registrant,
among other things, to indemnify its directors against certain  liabilities that
may  arise by reason  of their  status  or  service  as  directors  (other  than
liabilities  arising from willful  misconduct of a culpable nature),  to advance
their expenses  incurred as a result of any proceeding  against them as to which
they could be indemnified,  and to obtain  directors'  insurance if available on
reasonable terms.

Item 7            EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8            EXHIBITS

 Exhibit
 Number        Document
 -------       --------
5.1            Opinion of Counsel as to legality of securities being registered.
               
               
23.1           Consent of Independent Accountants.
               
               
23.2           Consent of Counsel (contained in Exhibit 5.1 hereto).
               
               
24.1           Power of Attorney (see page 7).
               
               
Item 9            UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       4
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of Fremont, State of California, on June 2, 1997

                                        FIBERSTARS, INC.

                                        By:      /s/ David N. Ruckert
                                                 -------------------------------
                                                 David N.Ruckert, President and
                                                 Chief Executive Officer

                                       6
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below constitutes and appoints David N. Ruckert and William C. Lapworth,
jointly  and  severally,   his   attorneys-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                    Title                                               Date
       ---------                    -----                                               ----
/s/ John B. Stuppin                 Chairman of the Board of Directors                 6/2/97
--------------------------------
    (John B. Stuppin)

/s/ David N. Ruckert                President and Chief Executive Officer              6/2/97
--------------------------------    (Principal Executive Officer) and 
    (David N. Ruckert)              Director                          
                                    

/s/ William Lapworth                Vice President, Finance and Chief                  6/2/97
--------------------------------    Financial Officer (Principal Financial 
    (William Lapworth)              and Accounting Officer)                
                                    

/s/ Michael D. Ernst                 Director                                          6/2/97
--------------------------------
    (Michael D. Ernst)

/s/ B.J. Garet                       Director                                          6/2/97
--------------------------------
    (B. J. Garet)

/s/ Michael Feuer                    Director                                          6/2/97
--------------------------------
    (Michael Feuer, Ph.D.)

/s/ Paul Wang Director               Director                                          6/2/97
--------------------------------
    (Paul Wang)

/s/ Philip Wolfson                   Director                                          6/2/97
--------------------------------
    (Philip Wolfson)

/s/ Theodore L. Eliot Jr.            Director                                          6/2/97
--------------------------------
    (Theodore L. Eliot. Jr.)
7
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

       ------------------------------------------------------------------

                                    EXHIBITS

       ------------------------------------------------------------------

                       Registration Statement on Form S-8

                                FIBERSTARS, INC.
                                  June 3, 1997

                                       8
INDEX TO EXHIBITS
Sequentially
                   Exhibit                                                                                   Numbered
                   Number        Document                                                                      Page
                   ------        --------                                                                      ----
5.1         Opinion of Counsel as to legality of securities being
                                 registered.                                                                    10

                    23.1         Consent of Independent Accountants.                                            11

                    23.2         Consent of Counsel (contained in Exhibit 5.1 hereto).                          10

                    24.1         Power of Attorney (see page 7).                                                 7

                                       9