<PAGE>
As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. [[______________]].

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933


                               OVERLAND DATA, INC.
             (Exact Name of Registrant as Specified in its Charter)


         CALIFORNIA                                      95-3535285
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)

8975 BALBOA AVENUE, SAN DIEGO, CA                        92123-1599
(Address of Principal Executive Offices)                 (Zip Code)


                               OVERLAND DATA, INC.
             FIRST AMENDMENT TO 1997 EXECUTIVE STOCK OPTION PLAN
                   SECOND AMENDMENT TO 1995 STOCK OPTION PLAN
             FIRST AMENDMENT TO 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)


                                 SCOTT MCCLENDON
                             CHIEF EXECUTIVE OFFICER
                               OVERLAND DATA, INC.
                               8975 BALBOA AVENUE
                            SAN DIEGO, CA 92123-1599
                     (Name and Address of Agent For Service)


                                  858/571-5555
                     (Telephone Number, Including Area Code,
                             of Agent For Service)


                                 With a copy to:
                             Carlos D. Heredia, Esq.
                             Morrison & Foerster LLP
                             12636 High Bluff Drive
                                    Suite 300
                            San Diego, CA 92130-2071

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


                        Calculation of Registration Fee
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Title of Securities        Number of        Proposed           Proposed           Amount of
to be Registered           shares to be     Maximum            Maximum            Registration
                           Registered       Offering Price     Aggregate          Fee*
                                            Per Share*         Offering Price*
--------------------------------------------------------------------------------------------------
<S>                     <C>                <C>               <C>                <C>
  First Amendment to
    1997 Executive Stock
    Option Plan


    Common Stock            800,000            $11.875          $9,500,000          $2,508.00
--------------------------------------------------------------------------------------------------
  Second Amendment to
    1995 Stock Option
    Plan


    Common Stock            863,370            $11.875          $10,252,518         $2,706.66
--------------------------------------------------------------------------------------------------
  First Amendment to
    1996 Employee Stock
    Purchase Plan


    Common Stock            271,000             $11.875          $3,218,125           $849.59
--------------------------------------------------------------------------------------------------
</TABLE>

* Calculated solely for purposes of this offering under Rule 457(h) of the
  Securities Act of 1933 on the basis of the average high and low price per
  share of the Common Stock of Overland Data, Inc. on the Nasdaq National Market
  on July 12, 2000.

In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.



<PAGE>


                                      Part I

                     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The documents containing the information specified in Part I of Form
S8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "SECURITIES ACT"). Such documents
need not be filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S8 (Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.



                                       I-1


<PAGE>





                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

           Overland  Data,  Inc.  (the  "REGISTRANT")   hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC").

           (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
                ended June 30, 1999 filed with the SEC on September 27, 1999,
                pursuant to Section 13(a) of the Securities Exchange Act of
                1934, as amended (the "EXCHANGE ACT"), which includes audited
                financial statements for the Registrant's latest fiscal year.

           (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
                ended March 31, 2000, December 31, 1999 and September 30, 1999,
                filed with the SEC pursuant to Section 13(a) of the Exchange
                Act.

           (c)  The Registrant's Current Reports on Form 8-K filed with the SEC
                on January 21, 2000, and March 8, 2000, and the Registrant's
                Current Report on Form 8-K/A filed with the SEC on May 5, 2000.

           (e)  The description of the Registrant's Common Stock contained in
                the Registrant's Registration Statement on Form 8-A filed with
                the SEC on January 29, 1997, including any amendment or report
                filed for the purpose of updating such description.

           All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date of this Registration Statement and 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 into this Registration
Statement and to be a part hereof from the date of filing of such documents.

           Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document, which also is deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not Applicable.



                                      II-1

<PAGE>

ITEM 6.    INDEMNIFICATION OF DIRECTOR AND OFFICERS

           Sections 204(a)(10), 204(a)(11), 204.5 and 317 of the California
Corporations Code permit a corporation to indemnify its directors, officers,
employees and other agents in terms sufficiently broad to permit indemnification
(including reimbursement for expenses) under certain circumstances for
liabilities arising under the Securities Act.

           The Registrant's Articles of Incorporation (the "ARTICLES") and
Bylaws (the "BYLAWS") provide for the indemnification of directors and officers
to the maximum extent permitted by the California Corporations Code and
authorize the indemnification by the Registrant of other officers, employees and
other agents as set forth in the California Corporations Code. The Registrant
has entered into indemnification agreements with its directors and executive
officers, in addition to the indemnification provided for in the Articles and
the Bylaws.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.

ITEM 8.    EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT  NO.          DESCRIPTION
<S>                   <C>
5.1                   Opinion of Morrison & Foerster LLP as to the legality of the securities
                      being registered.

23.1                  Consent of PricewaterhouseCoopers LLP.

23.2                  Consent of Morrison & Foerster LLP (contained in the
                      opinion of counsel filed as Exhibit 5.1 to this
                      Registration Statement).

24.1                  Power of Attorney (set forth on the signature page of this Registration
                      Statement).

99.1                  First Amendment to 1997 Executive Stock Option Plan of Overland Data, Inc.

99.2                  Second Amendment to 1995 Stock Option Plan of Overland Data, Inc.

99.3                  First Amendment to 1996 Employee Stock Purchase Plan of Overland Data, Inc.
</TABLE>

ITEM 9.    UNDERTAKINGS

           A.  The undersigned Registrant hereby undertakes:

                                      II-2

<PAGE>

               (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; (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; and (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 clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference into this Registration Statement;

               (2) that, for the purpose of determining any liability under the
Securities 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; and

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

           B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this 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 may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions summarized in Item 6 above
or otherwise, the Registrant has been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                   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

                                      II-3

<PAGE>

and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on July 19, 2000.

                                            OVERLAND DATA, INC.



                                            By: /S/ SCOTT MCCLENDON
                                                 Scott McClendon
                                                 Chief Executive Officer


                                      II-4

<PAGE>


           POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

           Each person whose signature appears below constitutes and appoints
Scott McClendon, Martin D. Gray and Vernon A. LoForti, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact and agents full power
and authority to do so and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes, may lawfully do or
cause to be done by virtue thereof.

           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 date indicated.

<TABLE>
<CAPTION>
           Signature                                 Title                           Date
--------------------------------      -------------------------------------   --------------------
<S>                                   <C>                                     <C>
      /s/ Scott McClendon
--------------------------------
        Scott McClendon               Chairman of the Board and               July 19, 2000
                                      Chief Executive Officer

      /s/ Martin D. Gray
--------------------------------
        Martin D. Gray                Vice President, Chief Technical         July 19, 2000
                                      Officer, Assistant Secretary and
                                      Director

     /s/ Vernon A. LoForti
--------------------------------
       Vernon A. LoForti              Vice President, Chief Financial         July 19, 2000
                                      Officer and Secretary

       /s/ Peter Preuss
--------------------------------
         Peter Preuss                 Director                                July 19, 2000


       /s/ John A. Shane
--------------------------------
         John A. Shane                Director                                July 19, 2000


      /s/ Robert A. Degan
--------------------------------
        Robert A. Degan               Director                                July 19, 2000

</TABLE>



                                      II-5
<PAGE>






                                 EXHIBIT TABLE
<TABLE>
<CAPTION>
EXHIBIT  NO.          DESCRIPTION
<S>                   <C>
5.1                   Opinion of Morrison & Foerster LLP as to the legality of the securities
                      being registered.

23.1                  Consent of PricewaterhouseCoopers LLP.

23.2                  Consent of Morrison & Foerster LLP (contained in the
                      opinion of counsel filed as Exhibit 5.1 to this
                      Registration Statement).

24.1                  Power of Attorney (set forth on the signature page of this Registration
                      Statement).

99.1                  First Amendment to 1997 Executive Stock Option Plan of Overland Data, Inc.

99.2                  Second Amendment to 1995 Stock Option Plan of Overland Data, Inc.

99.3                  First Amendment to 1996 Employee Stock Purchase Plan of Overland Data, Inc.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17664}]
{"company-data": {"conformed-name": "OVERLAND DATA INC", "cik": "0000889930", "assigned-sic": "3572", "irs-number": "953535285", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41754", "film-number": "675403"}, "business-address": {"street1": "8975 BALBOA AVE", "city": "SAN DIEGO", "state": "CA", "zip": "92123", "phone": "8585715555"}, "mail-address": {"street1": "8975 BALBOA AVE", "city": "SAN DIEGO", "state": "CA", "zip": "92123"}}
As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. [[______________]].

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                               OVERLAND DATA, INC.
             (Exact Name of Registrant as Specified in its Charter)

         CALIFORNIA                                      95-3535285
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)

8975 BALBOA AVENUE, SAN DIEGO, CA                        92123-1599
(Address of Principal Executive Offices)                 (Zip Code)

                               OVERLAND DATA, INC.
             FIRST AMENDMENT TO 1997 EXECUTIVE STOCK OPTION PLAN
                   SECOND AMENDMENT TO 1995 STOCK OPTION PLAN
             FIRST AMENDMENT TO 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                                 SCOTT MCCLENDON
                             CHIEF EXECUTIVE OFFICER
                               OVERLAND DATA, INC.
                               8975 BALBOA AVENUE
                            SAN DIEGO, CA 92123-1599
                     (Name and Address of Agent For Service)

                                  858/571-5555
                     (Telephone Number, Including Area Code,
                             of Agent For Service)

                                 With a copy to:
                             Carlos D. Heredia, Esq.
                             Morrison & Foerster LLP
                             12636 High Bluff Drive
                                    Suite 300
                            San Diego, CA 92130-2071

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

                        Calculation of Registration Fee
--------------------------------------------------------------------------------------------------
Title of Securities        Number of        Proposed           Proposed           Amount of
to be Registered           shares to be     Maximum            Maximum            Registration
                           Registered       Offering Price     Aggregate          Fee*
                                            Per Share*         Offering Price*
--------------------------------------------------------------------------------------------------
First Amendment to
    1997 Executive Stock
    Option Plan

    Common Stock            800,000            $11.875          $9,500,000          $2,508.00
--------------------------------------------------------------------------------------------------
  Second Amendment to
    1995 Stock Option
    Plan

    Common Stock            863,370            $11.875          $10,252,518         $2,706.66
--------------------------------------------------------------------------------------------------
  First Amendment to
    1996 Employee Stock
    Purchase Plan

    Common Stock            271,000             $11.875          $3,218,125           $849.59
--------------------------------------------------------------------------------------------------
* Calculated solely for purposes of this offering under Rule 457(h) of the
  Securities Act of 1933 on the basis of the average high and low price per
  share of the Common Stock of Overland Data, Inc. on the Nasdaq National Market
  on July 12, 2000.

In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
Part I

                     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The documents containing the information specified in Part I of Form
S8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "SECURITIES ACT"). Such documents
need not be filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S8 (Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

           Overland  Data,  Inc.  (the  "REGISTRANT")   hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC").

           (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
                ended June 30, 1999 filed with the SEC on September 27, 1999,
                pursuant to Section 13(a) of the Securities Exchange Act of
                1934, as amended (the "EXCHANGE ACT"), which includes audited
                financial statements for the Registrant's latest fiscal year.

           (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
                ended March 31, 2000, December 31, 1999 and September 30, 1999,
                filed with the SEC pursuant to Section 13(a) of the Exchange
                Act.

           (c)  The Registrant's Current Reports on Form 8-K filed with the SEC
                on January 21, 2000, and March 8, 2000, and the Registrant's
                Current Report on Form 8-K/A filed with the SEC on May 5, 2000.

           (e)  The description of the Registrant's Common Stock contained in
                the Registrant's Registration Statement on Form 8-A filed with
                the SEC on January 29, 1997, including any amendment or report
                filed for the purpose of updating such description.

           All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date of this Registration Statement and 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 into this Registration
Statement and to be a part hereof from the date of filing of such documents.

           Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document, which also is deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not Applicable.

                                      II-1
ITEM 6.    INDEMNIFICATION OF DIRECTOR AND OFFICERS

           Sections 204(a)(10), 204(a)(11), 204.5 and 317 of the California
Corporations Code permit a corporation to indemnify its directors, officers,
employees and other agents in terms sufficiently broad to permit indemnification
(including reimbursement for expenses) under certain circumstances for
liabilities arising under the Securities Act.

           The Registrant's Articles of Incorporation (the "ARTICLES") and
Bylaws (the "BYLAWS") provide for the indemnification of directors and officers
to the maximum extent permitted by the California Corporations Code and
authorize the indemnification by the Registrant of other officers, employees and
other agents as set forth in the California Corporations Code. The Registrant
has entered into indemnification agreements with its directors and executive
officers, in addition to the indemnification provided for in the Articles and
the Bylaws.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.

ITEM 8.    EXHIBITS
EXHIBIT  NO.          DESCRIPTION
5.1                   Opinion of Morrison & Foerster LLP as to the legality of the securities
                      being registered.

23.1                  Consent of PricewaterhouseCoopers LLP.

23.2                  Consent of Morrison & Foerster LLP (contained in the
                      opinion of counsel filed as Exhibit 5.1 to this
                      Registration Statement).

24.1                  Power of Attorney (set forth on the signature page of this Registration
                      Statement).

99.1                  First Amendment to 1997 Executive Stock Option Plan of Overland Data, Inc.

99.2                  Second Amendment to 1995 Stock Option Plan of Overland Data, Inc.

99.3                  First Amendment to 1996 Employee Stock Purchase Plan of Overland Data, Inc.
ITEM 9.    UNDERTAKINGS

           A.  The undersigned Registrant hereby undertakes:

                                      II-2
(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; (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; and (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 clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference into this Registration Statement;

               (2) that, for the purpose of determining any liability under the
Securities 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; and

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

           B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this 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 may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions summarized in Item 6 above
or otherwise, the Registrant has been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                   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

                                      II-3
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on July 19, 2000.

                                            OVERLAND DATA, INC.

                                            By: /S/ SCOTT MCCLENDON
                                                 Scott McClendon
                                                 Chief Executive Officer

                                      II-4
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

           Each person whose signature appears below constitutes and appoints
Scott McClendon, Martin D. Gray and Vernon A. LoForti, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact and agents full power
and authority to do so and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes, may lawfully do or
cause to be done by virtue thereof.

           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 date indicated.
Signature                                 Title                           Date
--------------------------------      -------------------------------------   --------------------
/s/ Scott McClendon
--------------------------------
        Scott McClendon               Chairman of the Board and               July 19, 2000
                                      Chief Executive Officer

      /s/ Martin D. Gray
--------------------------------
        Martin D. Gray                Vice President, Chief Technical         July 19, 2000
                                      Officer, Assistant Secretary and
                                      Director

     /s/ Vernon A. LoForti
--------------------------------
       Vernon A. LoForti              Vice President, Chief Financial         July 19, 2000
                                      Officer and Secretary

       /s/ Peter Preuss
--------------------------------
         Peter Preuss                 Director                                July 19, 2000

       /s/ John A. Shane
--------------------------------
         John A. Shane                Director                                July 19, 2000

      /s/ Robert A. Degan
--------------------------------
        Robert A. Degan               Director                                July 19, 2000
II-5
EXHIBIT TABLE
EXHIBIT  NO.          DESCRIPTION
5.1                   Opinion of Morrison & Foerster LLP as to the legality of the securities
                      being registered.

23.1                  Consent of PricewaterhouseCoopers LLP.

23.2                  Consent of Morrison & Foerster LLP (contained in the
                      opinion of counsel filed as Exhibit 5.1 to this
                      Registration Statement).

24.1                  Power of Attorney (set forth on the signature page of this Registration
                      Statement).

99.1                  First Amendment to 1997 Executive Stock Option Plan of Overland Data, Inc.

99.2                  Second Amendment to 1995 Stock Option Plan of Overland Data, Inc.

99.3                  First Amendment to 1996 Employee Stock Purchase Plan of Overland Data, Inc.