As filed with the Securities and Exchange Commission on March 26, 1999
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            ------------------------
                             PINNACLE SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)
                            ------------------------

       California                                         94-3003809
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            280 North Bernardo Avenue
                         Mountain View, California 94043

   (Address, including zip code, of Registrant's principal executive offices)
                   ------------------------------------------
                        INDIVIDUAL OPTIONS GRANTED UNDER
           THE TRUEVISION, INC. 1998 INCENTIVE STOCK PLAN, AS AMENDED,
                   THE TRUEVISION 1997 EQUITY INCENTIVE PLAN,
               THE TRUEVISION, INC. 1991 DIRECTOR OPTION PLAN AND
    COMPENSATORY WARRANT TO PURCHASE SHARES OF TRUEVISION, INC.
                                  COMMON STOCK
                            (Full title of the plan)
                   ------------------------------------------
                                 MARK L. SANDERS
                      President and Chief Executive Officer
                             PINNACLE SYSTEMS, INC.
                            280 North Bernardo Avenue
                         Mountain View, California 94043
                                 (650) 526-1600
(Name, address, and telephone number, including area code, of agent for service)
                   ------------------------------------------
                                   Copies to:
                             CHRIS F. FENNELL, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94306
                                 (650) 493-9300

<TABLE>

                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
         Title of Each Class of                                                Proposed            Proposed      
     Securities to be Registered(1)                                             Maximum             Maximum            Amount of    
                                                    Amount to be             Offering Price        Aggregate         Registration   
                                                     Registered                Per Share        Offering Price           Fee        
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                     <C>                 <C>                  <C>    
Common Stock, no par value and related                 77,000                  $35.125(2)         $2,704,625.00         $752
Preferred Share Purchase Rights.......
====================================================================================================================================
<FN>
(1)  The  securities to be registered  are shares of Common Stock,  no par value,  of the  registrant  issuable  under the specified
     employee  benefit  plans and  agreements  thereunder  and a warrant to purchase  Common  Stock,  which have been assumed by the
     Registrant.
(2)  Calculated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based upon the
     average of the high and low prices for the Common Stock as reported on the Nasdaq National Market on March 24, 1999.

</FN>
</TABLE>

================================================================================
<PAGE>

             PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  There  are   hereby   incorporated   by   reference   in  this
Registration  Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (Pinnacle Systems,  Inc. is referred
to herein as the "Registrant"):

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, filed September 11, 1998 pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The  Registrant's  Quarterly  Report  on Form 10-Q for the
fiscal  quarter ended  September 30, 1998,  filed  November 13, 1998 pursuant to
Section 13 of the 1934 Act;

                  (c) The  Registrant's  Quarterly  Report  on Form 10-Q for the
fiscal  quarter  ended  December 31, 1998,  filed  February 3, 1999  pursuant to
Section 13 of the 1934 Act;

                  (d) The Registrant's  Proxy Statement dated September 16, 1998
relating to the Company's 1998 Annual Meeting of Shareholders;

                  (e) The description of the Registrant's Common Stock contained
in the  Registrant's  Registration  Statement  on Form  8-A as  filed  with  the
Commission on September 9, 1994;

                  (f) The description of the Company's  Preferred Share Purchase
Rights  contained  in its  Registration  Statement on Form 8-A as filed with the
Commission on December 19, 1996, as amended May 19, 1998; and

                  All  documents  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  1934  Act on or  after  the  date of this
Registration  Statement  and 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.

                                      II-1

<PAGE>


                  As  permitted  by  Section  204(a) of the  California  General
Corporation  Law,  the  Registrant's  Articles  of  Incorporation   eliminate  a
director's  personal  liability for monetary  damages to the  Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty,  except for liability arising under Sections 310 and 316 of the California
General  Corporation  Law or liability  for (i) acts or  omissions  that involve
intentional  misconduct  or knowing and culpable  violation of law, (ii) acts or
omissions  that a director  believes to be contrary to the best interests of the
Registrant or its  shareholders or that involve the absence of good faith on the
part of the director,  (iii) any  transaction  from which a director  derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its  shareholders in  circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
Registrant  or its  shareholders  and (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant or its  shareholders.  This provision does not eliminate
the directors' duty of care, and in appropriate circumstances equitable remedies
such as an  injunction  or  other  forms of  non-monetary  relief  would  remain
available under California law.

                  Sections 204(a) and 317 of the California General  Corporation
Law authorize 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 of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended.  The  Registrant has entered into  Indemnification  Agreements
with its directors and executive officers.

                  At  present,  there is no  pending  litigation  or  proceeding
involving a director,  officer,  employee  or other agent of the  Registrant  in
which  indemnification  is  being  sought,  nor is the  Registrant  aware of any
threatened  litigation  that may  result in a claim for  indemnification  by any
director, officer, employee or other agent of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8   Exhibits


   Exhibit
   Number                     Documents
   -----                      ---------
    4.1    Truevision, Inc. 1997 Equity Incentive Plan(1)                      

                                      II-2
<PAGE>


           
    4.2    Truevision, Inc. 1988 Incentive Stock Plan, as amended (2)
           
    4.3    Truevision, Inc. Amended and Restated 1991 Director Option Plan(2)
           
    4.4    Compensatory warrant to purchase shares of Truevision, Inc. Common 
           Stock(3)
           
    5.1    Opinion  of  counsel  as to  legality  of  securities  being
           registered
           
   23.1    Consent of Counsel (contained in Exhibit 5.1)
           
   23.2    Consent of KPMG LLP
           
   24.1    Power of Attorney (see page II-5)
           
--------------------------
(1)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-50631) filed on April 21, 1998.

(2)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36453) filed on September 26, 1997.

(3)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36455) filed on September 26, 1997.


Item 9    Undertakings

         (a) Rule 415 offering 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
Securities Act of 1933, 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) Filing incorporating subsequent Exchange Act documents by reference

             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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit

                                      II-3


<PAGE>

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.

         (c) Request  for   acceleration   of   effective   date  or  filing  of
registration statement on Form S-8

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities 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
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.


                                      II-4

<PAGE>


                                   SIGNATURES


             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant,  Pinnacle Systems, Inc., 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 Mountain View, State of
California, on this 26th day of March, 1999.


                             PINNACLE SYSTEMS, INC.



                             By: /S/ MARK L. SANDERS
                                ------------------------------------------------
                                 Mark L. Sanders
                                 President and Chief Executive Officer


                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE  PRESENTS,  that each such  person  whose
signature appears below constitutes and appoints, jointly and severally, Mark L.
Sanders and Arthur D.  Chadwick  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 (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,  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.

                                      II-5

<PAGE>


<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/ MARK L. SANDERS                                President, Chief Executive Officer             March 26, 1999
---------------------------------------------      and Director (Principal Executive
(Mark L. Sanders)                                  Officer)                         
                                                   

/S/ ARTHUR D. CHADWICK                             Vice President, Finance and                    March 26, 1999
---------------------------------------------      Administration and Chief Financial   
(Arthur D. Chadwick)                               Officer (Principal Financial and     
                                                   Accounting Officer)                  
                                                   

/S/ AJAY CHOPRA                                    Chairman of the Board and Vice                 March 26, 1999
---------------------------------------------      President, Desktop Products
(Ajay Chopra)                                      

/S/ NYAL D. MCMULLIN                               Director                                       March 26, 1999
---------------------------------------------
(Nyal D. McMullin)

/S/ GLENN E. PENISTEN                              Director                                       March 26, 1999
---------------------------------------------
(Glenn E. Penisten)

/S/ CHARLES J. VAUGHAN                             Director                                       March 26, 1999
---------------------------------------------
(Charles J. Vaughan)

                                                   Director
---------------------------------------------
(John Lewis)

/S/ L. GREGORY BALLARD                             Director                                       March 26, 1999
---------------------------------------------
(L. Gregory Ballard)

</TABLE>

                                      II-6

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                             Pinnacle Systems, Inc.

                                 March 26, 1999


<PAGE>


                                INDEX TO EXHIBITS



 Exhibit 
 Number                            Documents
 -------                           ---------

    4.1  Truevision, Inc. 1997 Equity Incentive Plan(1)                       
   
    4.2  Truevision, Inc. 1988 Incentive Stock Plan, as amended (2)
   
    4.3  Truevision, Inc. Amended and Restated 1991 Director Option Plan(2)
   
    4.4  Compensatory warrants to purchase shares of Truevision, Inc. Common 
         Stock(3)
   
    5.1  Opinion  of  counsel  as to  legality  of  securities  being
         registered
   
   23.1  Consent of Counsel (contained in Exhibit 5.1)
   
   23.2  Consent of KPMG LLP
   
   24.1  Power of Attorney (see page II-5)
-------------------
(1)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-50631) filed on April 21, 1998.

(2)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36453) filed on September 26, 1997.

(3)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36455) filed on September 26, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20004}]
{"company-data": {"conformed-name": "PINNACLE SYSTEMS INC", "cik": "0000774695", "assigned-sic": "3861", "irs-number": "943003809", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75117", "film-number": "99574554"}, "business-address": {"street1": "280 N BERNARDO AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6502371600"}, "mail-address": {"street1": "280 N BERNARDO AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
As filed with the Securities and Exchange Commission on March 26, 1999
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            ------------------------
                             PINNACLE SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)
                            ------------------------

       California                                         94-3003809
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            280 North Bernardo Avenue
                         Mountain View, California 94043

   (Address, including zip code, of Registrant's principal executive offices)
                   ------------------------------------------
                        INDIVIDUAL OPTIONS GRANTED UNDER
           THE TRUEVISION, INC. 1998 INCENTIVE STOCK PLAN, AS AMENDED,
                   THE TRUEVISION 1997 EQUITY INCENTIVE PLAN,
               THE TRUEVISION, INC. 1991 DIRECTOR OPTION PLAN AND
    COMPENSATORY WARRANT TO PURCHASE SHARES OF TRUEVISION, INC.
                                  COMMON STOCK
                            (Full title of the plan)
                   ------------------------------------------
                                 MARK L. SANDERS
                      President and Chief Executive Officer
                             PINNACLE SYSTEMS, INC.
                            280 North Bernardo Avenue
                         Mountain View, California 94043
                                 (650) 526-1600
(Name, address, and telephone number, including area code, of agent for service)
                   ------------------------------------------
                                   Copies to:
                             CHRIS F. FENNELL, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94306
                                 (650) 493-9300

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
         Title of Each Class of                                                Proposed            Proposed      
     Securities to be Registered(1)                                             Maximum             Maximum            Amount of    
                                                    Amount to be             Offering Price        Aggregate         Registration   
                                                     Registered                Per Share        Offering Price           Fee        
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value and related                 77,000                  $35.125(2)         $2,704,625.00         $752
Preferred Share Purchase Rights.......
====================================================================================================================================
(1)  The  securities to be registered  are shares of Common Stock,  no par value,  of the  registrant  issuable  under the specified
     employee  benefit  plans and  agreements  thereunder  and a warrant to purchase  Common  Stock,  which have been assumed by the
     Registrant.
(2)  Calculated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based upon the
     average of the high and low prices for the Common Stock as reported on the Nasdaq National Market on March 24, 1999.
================================================================================
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  There  are   hereby   incorporated   by   reference   in  this
Registration  Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (Pinnacle Systems,  Inc. is referred
to herein as the "Registrant"):

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, filed September 11, 1998 pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The  Registrant's  Quarterly  Report  on Form 10-Q for the
fiscal  quarter ended  September 30, 1998,  filed  November 13, 1998 pursuant to
Section 13 of the 1934 Act;

                  (c) The  Registrant's  Quarterly  Report  on Form 10-Q for the
fiscal  quarter  ended  December 31, 1998,  filed  February 3, 1999  pursuant to
Section 13 of the 1934 Act;

                  (d) The Registrant's  Proxy Statement dated September 16, 1998
relating to the Company's 1998 Annual Meeting of Shareholders;

                  (e) The description of the Registrant's Common Stock contained
in the  Registrant's  Registration  Statement  on Form  8-A as  filed  with  the
Commission on September 9, 1994;

                  (f) The description of the Company's  Preferred Share Purchase
Rights  contained  in its  Registration  Statement on Form 8-A as filed with the
Commission on December 19, 1996, as amended May 19, 1998; and

                  All  documents  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  1934  Act on or  after  the  date of this
Registration  Statement  and 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.

                                      II-1
As  permitted  by  Section  204(a) of the  California  General
Corporation  Law,  the  Registrant's  Articles  of  Incorporation   eliminate  a
director's  personal  liability for monetary  damages to the  Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty,  except for liability arising under Sections 310 and 316 of the California
General  Corporation  Law or liability  for (i) acts or  omissions  that involve
intentional  misconduct  or knowing and culpable  violation of law, (ii) acts or
omissions  that a director  believes to be contrary to the best interests of the
Registrant or its  shareholders or that involve the absence of good faith on the
part of the director,  (iii) any  transaction  from which a director  derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its  shareholders in  circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
Registrant  or its  shareholders  and (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant or its  shareholders.  This provision does not eliminate
the directors' duty of care, and in appropriate circumstances equitable remedies
such as an  injunction  or  other  forms of  non-monetary  relief  would  remain
available under California law.

                  Sections 204(a) and 317 of the California General  Corporation
Law authorize 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 of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended.  The  Registrant has entered into  Indemnification  Agreements
with its directors and executive officers.

                  At  present,  there is no  pending  litigation  or  proceeding
involving a director,  officer,  employee  or other agent of the  Registrant  in
which  indemnification  is  being  sought,  nor is the  Registrant  aware of any
threatened  litigation  that may  result in a claim for  indemnification  by any
director, officer, employee or other agent of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8   Exhibits

   Exhibit
   Number                     Documents
   -----                      ---------
    4.1    Truevision, Inc. 1997 Equity Incentive Plan(1)                      

                                      II-2
4.2    Truevision, Inc. 1988 Incentive Stock Plan, as amended (2)
           
    4.3    Truevision, Inc. Amended and Restated 1991 Director Option Plan(2)
           
    4.4    Compensatory warrant to purchase shares of Truevision, Inc. Common 
           Stock(3)
           
    5.1    Opinion  of  counsel  as to  legality  of  securities  being
           registered
           
   23.1    Consent of Counsel (contained in Exhibit 5.1)
           
   23.2    Consent of KPMG LLP
           
   24.1    Power of Attorney (see page II-5)
           
--------------------------
(1)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-50631) filed on April 21, 1998.

(2)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36453) filed on September 26, 1997.

(3)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36455) filed on September 26, 1997.

Item 9    Undertakings

         (a) Rule 415 offering 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
Securities Act of 1933, 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) Filing incorporating subsequent Exchange Act documents by reference

             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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit

                                      II-3
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.

         (c) Request  for   acceleration   of   effective   date  or  filing  of
registration statement on Form S-8

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities 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
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.

                                      II-4
SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant,  Pinnacle Systems, Inc., 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 Mountain View, State of
California, on this 26th day of March, 1999.

                             PINNACLE SYSTEMS, INC.

                             By: /S/ MARK L. SANDERS
                                ------------------------------------------------
                                 Mark L. Sanders
                                 President and Chief Executive Officer

                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE  PRESENTS,  that each such  person  whose
signature appears below constitutes and appoints, jointly and severally, Mark L.
Sanders and Arthur D.  Chadwick  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 (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,  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.

                                      II-5
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/ MARK L. SANDERS                                President, Chief Executive Officer             March 26, 1999
---------------------------------------------      and Director (Principal Executive
(Mark L. Sanders)                                  Officer)                         
                                                   

/S/ ARTHUR D. CHADWICK                             Vice President, Finance and                    March 26, 1999
---------------------------------------------      Administration and Chief Financial   
(Arthur D. Chadwick)                               Officer (Principal Financial and     
                                                   Accounting Officer)                  
                                                   

/S/ AJAY CHOPRA                                    Chairman of the Board and Vice                 March 26, 1999
---------------------------------------------      President, Desktop Products
(Ajay Chopra)                                      

/S/ NYAL D. MCMULLIN                               Director                                       March 26, 1999
---------------------------------------------
(Nyal D. McMullin)

/S/ GLENN E. PENISTEN                              Director                                       March 26, 1999
---------------------------------------------
(Glenn E. Penisten)

/S/ CHARLES J. VAUGHAN                             Director                                       March 26, 1999
---------------------------------------------
(Charles J. Vaughan)

                                                   Director
---------------------------------------------
(John Lewis)

/S/ L. GREGORY BALLARD                             Director                                       March 26, 1999
---------------------------------------------
(L. Gregory Ballard)
II-6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                             Pinnacle Systems, Inc.

                                 March 26, 1999
INDEX TO EXHIBITS

 Exhibit 
 Number                            Documents
 -------                           ---------

    4.1  Truevision, Inc. 1997 Equity Incentive Plan(1)                       
   
    4.2  Truevision, Inc. 1988 Incentive Stock Plan, as amended (2)
   
    4.3  Truevision, Inc. Amended and Restated 1991 Director Option Plan(2)
   
    4.4  Compensatory warrants to purchase shares of Truevision, Inc. Common 
         Stock(3)
   
    5.1  Opinion  of  counsel  as to  legality  of  securities  being
         registered
   
   23.1  Consent of Counsel (contained in Exhibit 5.1)
   
   23.2  Consent of KPMG LLP
   
   24.1  Power of Attorney (see page II-5)
-------------------
(1)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-50631) filed on April 21, 1998.

(2)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36453) filed on September 26, 1997.

(3)  Incorporated by reference to the Truevision, Inc. Registration Statement on
     Form S-8 (File No. 333-36455) filed on September 26, 1997.