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)

                                  May 10, 2006


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

          California                000-30083                95-3927330
 (State or other jurisdiction      (Commission             (IRS Employer
       of incorporation)           File Number)          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 May 10, 2006, Qualstar Corporation issued a press release regarding
results of operations and financial condition for the fiscal third quarter ended
March 31, 2006. 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.

(d)    Exhibits.

Exhibit Number                               Description

     99.1          Press release of Qualstar Corporation dated May 10, 2006.



                                   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



May 10, 2006                                 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 May 10, 2006.



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