UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             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)

                                October 28, 2004


                              QUALSTAR CORPORATION
             (Exact name of registrant as specified in its charter)

          California                      000-30083               95-3927330
(State or other jurisdiction of    (Commission File Number)     (IRS Employer
         incorporation)                                      Identification No.)



3990-B Heritage Oak Court, Simi Valley, CA                           93063
 (Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (805) 583-7744

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  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))

                             Exhibit Index on page 3


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Item 2.02       Results of Operations and Financial Condition.

     On October 28, 2004, Qualstar  Corporation issued a press release regarding
results of operations  for the fiscal first quarter ended  September 30, 2004. A
copy of this press  release is being  furnished  as Exhibit 99.1 to this Current
Report on Form 8-K.
     In accordance with General  Instruction B.2 of Form 8-K, the information in
this Current  Report on Form 8-K,  including  Exhibit 99.1,  shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise  subject  to the  liability  of that  section,  nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01         Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number                        Description

    99.1           Press release of Qualstar Corporation dated October 28, 2004.


                                   SIGNATURES

     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.

                                       QUALSTAR CORPORATION



October 28, 2004                       By:    /s/ Frederic T. Boyer
                                           ---------------------------------
                                              Frederic T. Boyer
                                              Chief Financial Officer







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                                  EXHIBIT INDEX


    Exhibit Number                         Description

        99.1        Press  release of  Qualstar  Corporation  dated  October 28,
                    2004.




















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