<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

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

                             PINNACLE HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    65-0652634
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

1549 RINGLING BOULEVARD, THIRD FLOOR, SARASOTA, FLORIDA                  34236
        (Address of Principal Executive Office)                       (Zip Code)

                   PINNACLE HOLDINGS INC. STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                  STEVEN R. DAY
              VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                             PINNACLE HOLDINGS INC.
                      1549 RINGLING BOULEVARD, THIRD FLOOR
                             SARASOTA, FLORIDA 34236
                     (Name and address of agent for service)
                                 (941) 364-8886
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                           CHESTER E. BACHELLER, ESQ.
                              HOLLAND & KNIGHT LLP
                             400 NORTH ASHLEY DRIVE
                                   SUITE 2300
                              TAMPA, FLORIDA 33602

         If any of the securities being registered on this Form are to be
offered on delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]

<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------

                                                   PROPOSED           PROPOSED
            TITLE OF               AMOUNT          MAXIMUM             MAXIMUM          AMOUNT OF
           SECURITIES              TO BE        OFFERING PRICE        AGGREGATE       REGISTRATION
        TO BE REGISTERED        REGISTERED(1)     PER UNIT(2)     OFFERING PRICE(2)        FEE
---------------------------------------------------------------------------------------------------
<S>                             <C>              <C>              <C>                 <C>
Additional Common Stock, par       2,000,000         $7.55          $15,100,000.00      $3,775.00
value $0.001 per share under
Pinnacle Holdings Inc. Stock
Incentive Plan
---------------------------------------------------------------------------------------------------
</TABLE>

(1)The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and this Registration Statement shall also cover any
additional shares that may hereafter become purchasable as a result of the
adjustment provisions in the Plan or the agreement provisions to which such
shares are issued.

(2)Estimated solely for the purpose of calculating the registration fee. The fee
for the additional 2,000,000 shares is calculated upon the basis of the average
between the high and low sales prices for shares of common stock of the
registrant as reported on The Nasdaq Stock Market's National Market on May 18,
2001.

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


<PAGE>   2




                                EXPLANATORY NOTE

         This Registration Statement has been filed to increase the number of
shares of common stock, par value $0.001 per share (the "Common Stock") of
Pinnacle Holdings Inc., a Delaware corporation (the "Registrant"), registered
for issuance under the Pinnacle Holdings Inc. Stock Incentive Plan (the "Plan")
from 3,000,000 to 5,000,000 shares and to file the Plan as an exhibit to
evidence the increase in the authorized number of shares. A Registration
Statement Form S-8 (the "Prior Registration Statement") was filed on February
29, 2000 (Registration No. 333-31348) to register 3,000,000 shares of Common
Stock for issuance under the Plan. The contents of the Prior Registration
Statement are incorporated herein by reference.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Registrant,
Pinnacle Holdings Inc., a Delaware corporation, are incorporated by reference in
this Registration Statement.

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.

         (b)      The Registrant's Proxy Statement on Form DEFR 14A dated May 4,
2001.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001.

         (d)      The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated August 11, 1998, filed
pursuant to Section 12(g) of the Securities and Exchange Act of 1934.

         (e)      All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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's Certificate of Incorporation and Bylaws contain
provisions limiting the personal liability of its directors for monetary damages
resulting from breaches of their duty of care to the extent permitted by Section
102 (b) (7) of the Delaware General Corporation Law. The Registrant's
Certificate of Incorporation and Bylaws also contain provisions making
indemnification of its directors and officers mandatory to the fullest extent
permitted by the Delaware General Corporation Law, including circumstances in
which indemnification is otherwise discretionary.

         The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they


                                      II-2
<PAGE>   3

acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was illegal. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and require court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
Registrant has obtained directors' and officers' liability insurance, consistent
with the provisions of the Delaware General Corporation Law, to protect
directors and officers from liabilities under various laws, including the
Securities Act of 1933, as amended.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         4.1      Pinnacle Holdings Inc. Stock Incentive Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the Common
                  Stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Consent of Independent Certified Public Accountants.

         23.3     Consent of Independent Certified Public Accountants.

         24.1     Powers of Attorney (included on signature page).


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:

                           (i)      To include any prospectus required by
         section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
         events arising after the effective date of this Registration Statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in this Registration Statement;

                           (iii)    To include any material information with
         respect to the plan of distribution not previously disclosed in this
         Registration Statement or any material change to such information in
         this Registration Statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


                                      II-3
<PAGE>   4

                  (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 Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities and Exchange Act of 1934) 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.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                      II-4
<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Pinnacle Holdings Inc., a corporation organized and existing under
the laws of the State of Delaware, 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, thereunto duly authorized, in the City of Sarasota, State of
Florida, on May 21, 2001.
                           PINNACLE HOLDINGS INC.


                           By: /s/ Steven Day
                               -------------------------------------------------
                               Steven Day
                               Chief Financial Officer, Chief Operating Officer,
                               Vice President, Secretary and Director


                                POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and
directors of Pinnacle Holdings Inc., hereby severally constitute and appoint
Robert Wolsey and Steven Day, each acting alone as an attorney-in-fact with the
full power of substitution, for him and in his name, place and stead in any and
all capacities, to sign any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or either of their
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.

<TABLE>
<CAPTION>
    Signatures                               Title                         Date
    ----------                               -----                         ----
<S>                        <C>                                         <C>

/s/ Robert Wolsey          Chief Executive Officer, President, and     May 21, 2001
----------------------     Director
Robert Wolsey


/s/ Steven Day             Chief Financial Officer, Chief Operating    May 21, 2001
----------------------     Officer, Vice President, Secretary, and
Steven Day                 Director

/s/Paula Boggs             Director                                    May 21, 2001
----------------------
Paula Boggs

/s/ G. Peter O'Brien       Director                                    May 21, 2001
----------------------
G. Peter O'Brien

/s/ J. Clarke Smith        Director                                    May 21, 2001
----------------------
J. Clarke Smith
</TABLE>


                                      II-5
<PAGE>   6


                                INDEX OF EXHIBITS

   4.1      Pinnacle Holdings Inc. Stock Incentive Plan.

   5.1      Opinion of Holland & Knight LLP re legality of the Common Stock.

   23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

   23.2     Consent of Independent Certified Public Accountants.

   23.3     Consent of Independent Certified Public Accountants.

   24.1     Powers of Attorney (included on signature page).

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


                                      II-6
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{"company-data": {"conformed-name": "PINNACLE HOLDINGS INC", "cik": "0001058986", "assigned-sic": "6798", "irs-number": "650652634", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61356", "film-number": "1645062"}, "business-address": {"street1": "301 NORTH CATTLEMEN ROAD", "street2": "SUITE 300", "city": "SARASOTA", "state": "FL", "zip": "34236", "phone": "9413648886"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

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

                             PINNACLE HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    65-0652634
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

1549 RINGLING BOULEVARD, THIRD FLOOR, SARASOTA, FLORIDA                  34236
        (Address of Principal Executive Office)                       (Zip Code)

                   PINNACLE HOLDINGS INC. STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                  STEVEN R. DAY
              VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                             PINNACLE HOLDINGS INC.
                      1549 RINGLING BOULEVARD, THIRD FLOOR
                             SARASOTA, FLORIDA 34236
                     (Name and address of agent for service)
                                 (941) 364-8886
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                           CHESTER E. BACHELLER, ESQ.
                              HOLLAND & KNIGHT LLP
                             400 NORTH ASHLEY DRIVE
                                   SUITE 2300
                              TAMPA, FLORIDA 33602

         If any of the securities being registered on this Form are to be
offered on delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------

                                                   PROPOSED           PROPOSED
            TITLE OF               AMOUNT          MAXIMUM             MAXIMUM          AMOUNT OF
           SECURITIES              TO BE        OFFERING PRICE        AGGREGATE       REGISTRATION
        TO BE REGISTERED        REGISTERED(1)     PER UNIT(2)     OFFERING PRICE(2)        FEE
---------------------------------------------------------------------------------------------------
Additional Common Stock, par       2,000,000         $7.55          $15,100,000.00      $3,775.00
value $0.001 per share under
Pinnacle Holdings Inc. Stock
Incentive Plan
---------------------------------------------------------------------------------------------------
(1)The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and this Registration Statement shall also cover any
additional shares that may hereafter become purchasable as a result of the
adjustment provisions in the Plan or the agreement provisions to which such
shares are issued.

(2)Estimated solely for the purpose of calculating the registration fee. The fee
for the additional 2,000,000 shares is calculated upon the basis of the average
between the high and low sales prices for shares of common stock of the
registrant as reported on The Nasdaq Stock Market's National Market on May 18,
2001.

================================================================================
2

                                EXPLANATORY NOTE

         This Registration Statement has been filed to increase the number of
shares of common stock, par value $0.001 per share (the "Common Stock") of
Pinnacle Holdings Inc., a Delaware corporation (the "Registrant"), registered
for issuance under the Pinnacle Holdings Inc. Stock Incentive Plan (the "Plan")
from 3,000,000 to 5,000,000 shares and to file the Plan as an exhibit to
evidence the increase in the authorized number of shares. A Registration
Statement Form S-8 (the "Prior Registration Statement") was filed on February
29, 2000 (Registration No. 333-31348) to register 3,000,000 shares of Common
Stock for issuance under the Plan. The contents of the Prior Registration
Statement are incorporated herein by reference.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Registrant,
Pinnacle Holdings Inc., a Delaware corporation, are incorporated by reference in
this Registration Statement.

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.

         (b)      The Registrant's Proxy Statement on Form DEFR 14A dated May 4,
2001.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001.

         (d)      The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated August 11, 1998, filed
pursuant to Section 12(g) of the Securities and Exchange Act of 1934.

         (e)      All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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's Certificate of Incorporation and Bylaws contain
provisions limiting the personal liability of its directors for monetary damages
resulting from breaches of their duty of care to the extent permitted by Section
102 (b) (7) of the Delaware General Corporation Law. The Registrant's
Certificate of Incorporation and Bylaws also contain provisions making
indemnification of its directors and officers mandatory to the fullest extent
permitted by the Delaware General Corporation Law, including circumstances in
which indemnification is otherwise discretionary.

         The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they

                                      II-2
3

acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was illegal. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and require court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
Registrant has obtained directors' and officers' liability insurance, consistent
with the provisions of the Delaware General Corporation Law, to protect
directors and officers from liabilities under various laws, including the
Securities Act of 1933, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Pinnacle Holdings Inc. Stock Incentive Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the Common
                  Stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Consent of Independent Certified Public Accountants.

         23.3     Consent of Independent Certified Public Accountants.

         24.1     Powers of Attorney (included on signature page).

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:

                           (i)      To include any prospectus required by
         section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
         events arising after the effective date of this Registration Statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in this Registration Statement;

                           (iii)    To include any material information with
         respect to the plan of distribution not previously disclosed in this
         Registration Statement or any material change to such information in
         this Registration Statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-3
4

                  (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 Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities and Exchange Act of 1934) 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.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Pinnacle Holdings Inc., a corporation organized and existing under
the laws of the State of Delaware, 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, thereunto duly authorized, in the City of Sarasota, State of
Florida, on May 21, 2001.
                           PINNACLE HOLDINGS INC.

                           By: /s/ Steven Day
                               -------------------------------------------------
                               Steven Day
                               Chief Financial Officer, Chief Operating Officer,
                               Vice President, Secretary and Director

                                POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and
directors of Pinnacle Holdings Inc., hereby severally constitute and appoint
Robert Wolsey and Steven Day, each acting alone as an attorney-in-fact with the
full power of substitution, for him and in his name, place and stead in any and
all capacities, to sign any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or either of their
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.
Signatures                               Title                         Date
    ----------                               -----                         ----
/s/ Robert Wolsey          Chief Executive Officer, President, and     May 21, 2001
----------------------     Director
Robert Wolsey

/s/ Steven Day             Chief Financial Officer, Chief Operating    May 21, 2001
----------------------     Officer, Vice President, Secretary, and
Steven Day                 Director

/s/Paula Boggs             Director                                    May 21, 2001
----------------------
Paula Boggs

/s/ G. Peter O'Brien       Director                                    May 21, 2001
----------------------
G. Peter O'Brien

/s/ J. Clarke Smith        Director                                    May 21, 2001
----------------------
J. Clarke Smith
II-5
6

                                INDEX OF EXHIBITS

   4.1      Pinnacle Holdings Inc. Stock Incentive Plan.

   5.1      Opinion of Holland & Knight LLP re legality of the Common Stock.

   23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

   23.2     Consent of Independent Certified Public Accountants.

   23.3     Consent of Independent Certified Public Accountants.

   24.1     Powers of Attorney (included on signature page).

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

                                      II-6