As filed with the Securities and Exchange Commission on October 12, 2000
                                                     Registration No. _________
_______________________________________________________________________________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

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


                           PINNACLE DATA SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Ohio                                     31-1263732
   (State or other jurisdiction of            (IRS Employer Identifica-
   incorporation or organization)                    tion Number)

                                 6600 Port Road
                              Groveport, Ohio 43125
               (Address of principal executive offices) (Zip code)

                           Pinnacle Data Systems, Inc.
                        2000 Directors Stock Option Plan
                            (Full title of the plan)

                      John D. Bair, Chairman, President and
                             Chief Executive Officer
                           Pinnacle Data Systems, Inc.
                                 6600 Port Road
                              Groveport, Ohio 43125
                                 (614) 748-1150
                 (Name, address and telephone number, including
                        area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed     Proposed
                                         maximum      maximum
                          Amount         offering     aggregate     Amount of
Title of securities       to be          price per    offering      registration
  to be registered        registered(1)  share(2)     price(2)      fee
--------------------------------------------------------------------------------
Common Shares, without    250,000        $10.81      $2,702,500     $713.63
par value
================================================================================

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     Registration Statement also includes an indeterminable number of additional
     Common Shares that may become issuable pursuant to antidilution  adjustment
     provisions of the Plan.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rules  457(h)(1)  and 457(c) under the  Securities  Act of
     1933,  as  amended,  on the basis of the  average  of the high and low sale
     prices of the Registrant's  Common Shares on the American Stock Exchange on
     October 11, 2000.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this Registration
Statement:

     (a)  The  Annual  Report  on Form  10-KSB  filed  with the  Securities  and
          Exchange  Commission on March 30, 2000, File No.  000-28483 (the "Form
          10-KSB")  under the  Securities  Exchange Act of 1934, as amended (the
          "Exchange Act");

     (b)  The  Quarterly  Report on Form 10-QSB  filed with the  Securities  and
          Exchange  Commission on May 12, 2000,  File No.  000-28483,  under the
          Exchange Act;

     (c)  The  Quarterly  Report on Form 10-QSB  filed with the  Securities  and
          Exchange Commission on August 14, 2000, File No. 000-28483,  under the
          Exchange Act; and

     (d)  The description of the  Registrant's  Common Shares which is contained
          in the Registration  Statement on Form 10-SB filed with the Securities
          and Exchange  Commission on December 13, 1999, File No. 000-28483 (the
          "Form  10-SB") under the Exchange  Act,  including  any  amendments or
          reports filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
of the Common  Shares  offered have been sold or which  deregisters  all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
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 other subsequently filed document which also is or 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.

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  1701.13(E)  of the Ohio  Revised  Code sets forth  conditions  and
limitations  governing the  indemnification  of officers,  directors,  and other
persons.

     Article 8 of the Amended and Restated  Code of  Regulations  of the Company
(see Exhibit 4(a)) contains certain indemnification  provisions adopted pursuant
to authority  contained in Section  1701.13(E)  of the Ohio  Revised  Code.  The
Company's Code of Regulations  provides for the indemnification of its officers,
directors,  employees,  and agents, or persons who are serving or have served at
the request of the Company as a director,  trustee, officer,  employee, or agent
of  another  corporation,   domestic  or  foreign,   nonprofit  or  for  profit,
partnership,  joint venture,  trust, or other  enterprise,  against all expenses
with respect to any judgments,  fines,  and amounts paid in settlement,  or with
respect to any threatened,  pending, or completed action, suit, or proceeding to
which they were or are parties or are threatened to be made parties by reason of
acting in such capacities,  provided that it is determined, either by a majority
vote  of  a  quorum  of  disinterested  directors  of  the  Company  or  by  the
shareholders  of the Company or otherwise as provided in Section  1701.13(E)  of
the Ohio Revised Code,  that:  (a) they acted in good faith and in a manner they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company;  (b) in any  action,  suit,  or  proceeding  by or in the  right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; (c) with
respect to any criminal action or proceeding,  that they had no reasonable cause
to believe that their conduct was  unlawful.  Section  1701.13(E)  provides that
expenses,  including attorneys' fees, incurred in defending any action, suit, or
proceeding,  may be paid by the Company in advance of the final  disposition  of
such  action,  suit,  or  proceeding,  upon  receipt  of an  undertaking  by the
indemnified person to repay such amount in the event that indemnification  shall
be deemed improper.

     The Company maintains directors and officers liability insurance.

     At present,  there are no claims,  actions,  suits, or proceedings  pending
where indemnification would be required under these provisions,  and the Company
does not know of any threatened claims, actions, suits, or proceedings which may
result in a request for such indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


<PAGE>

ITEM 8.  EXHIBITS.
Exhibit                                           If Incorporated by Reference,
No.                                               Document with which Exhibit
         Description of Exhibit                   was Previously Filed with SEC
         ----------------------                   ----------------------------

4(a)     Amended and Restated Articles            Registration Statement on
         of Incorporation of                      Form 10-SB, File No.000-28483
         Pinnacle Data Systems, Inc.              (see Exhibit 3(a) therein).

4(b)     Amendments to Amended and                Registration Statement on
         Restated Articles of                     Form 8-A, File No.001-16103
         Incorporation                            (see Exhibit 3(b) therein).

4(c)     Amended and Restated Code                Registration Statement on
         of Regulations of                        Form 10-SB, File No. 000-28483
         Pennacle Data Systems, Inc.              (see Exhibit 3(b) therein).

4(d)     Amendment to Amended and                 Annual Report on Form 10-KSB
         Restated Code of                         for fiscal year ended
         Regulations                              December 31, 1999, File No.
                                                  000-28483 (see Exhibit 3(c)
                                                  therein).

4(e)     Amendments to Amended and                Registration Statement on Form
         Restated Code of                         8-A, File No. 001-16103 (see
         Regulations                              Exhibit 3(e) therein).

4(f)     Instruments defining the                 Registration Statement on Form
         rights of security                       10-SB, File No. 000-28483 (see
         holders, including indentures.           Exhibit 4 therein).

4(g)     Pinnacle Data Systems, Inc.              Annual Report on Form 10-KSB
         2000 Directors Stock                     for fiscal year ended December
         Option Plan.                             31, 1999, File No. 000-28483
                                                  (see Exhibit 10(l) therein).

5         Opinion of Baker & Hostetler LLP.       Contained herein.

23(a)    Consent of Baker & Hostetler LLP.        Contained in Exhibit 5.

23(b)    Consent of Hausser + Taylor LLP.         Contained herein.

24       Powers of Attorney.                      Contained herein.
<PAGE>

ITEM 9.  UNDERTAKINGS.

     The Registrant hereby undertakes:

     (a)  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, as amended (the "Securities Act"); (ii) to reflect in the
          Prospectus any facts or events arising after the effective date of the
          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 the  Registration
          Statement;  and (iii) 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.  Provided, however, that paragraphs (a)(i)
          and (a)(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
          in the Registration Statement.

     (b)  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.

     (c)  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.

     The 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 in the Registration  Statement 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.

     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 provisions  described in Item 6, above, 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.

<PAGE>

                                   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 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Columbus, State of Ohio, on October 12, 2000.

                                         PINNACLE DATA SYSTEMS, INC.


Date:   October 12, 2000                 By  /s/John D. Bair
                                             John D. Bair, Chairman, President,
                                             and Chief Executive Officer

     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/John D. Bair          Chairman, President, Chief          October 12, 2000
John D. Bair             Executive Officer and
                         Director (principal
                         executive officer)

/s/Thomas J. Carr        Chief Financial Officer,            October 12, 2000
Thomas J. Carr           Treasurer, and Director
                         (principal financial and
                         principal accounting officer)

C. Robert Hahn*          Chief Operating Officer,            October 12, 2000
C. Robert Hahn           Vice President, and
                         Director

Paul H. Lambert*         Director                            October 12, 2000
Paul H. Lambert

Thomas M. O'Leary*       Director                            October 12, 2000
Thomas M. O'Leary

Robert V.R. Ostrander*   Director                            October 12, 2000
Robert V.R. Ostrander


     *The  undersigned,  John D. Bair,  by signing his name hereto,  does hereby
execute  this  Registration  Statement  on  behalf  of each  of the  above-named
directors of the Registrant pursuant to powers of attorney duly executed by such
directors and filed with the Securities  and Exchange  Commission as exhibits to
this Registration Statement.


By /s/John D. Bair                                           October 12, 2000
     John D. Bair, Attorney in Fact

<PAGE>

                                  EXHIBIT INDEX

                                                   If Incorporated by Reference,
Exhibit                                            Document with which Exhibit
No.            Description of Exhibit              was Previously Filed with SEC
-----          ----------------------              -----------------------------
4(a)      Amended and Restated Articles           Registration Statement on
          of Incorporation of                     Form 10-SB, File No. 000-28483
          Pinnacle Data Systems, Inc.             (see Exhibit 3(a) therein).

4(b)      Amendments to Amended and               Registration Statement on
          Restated Articles of                    Form 8-A, File No. 001-16103
          Incorporation.                          (see Exhibit 3(b) therein).

4(c)      Amended and Restated Code               Registration Statement on Form
          of Regulations of                       10-SB, File No. 000-28483 (see
          Pinnacle Data Systems, Inc.             Exhibit 3(b) therein).

4(d)      Amendment to Amended and                Annual Report on Form 10-KSB
          Restated Code of                        for fiscal year ended December
          Regulations                             31, 1999, File No. 000-28483
                                                  (see Exhibit 3(c) therein).

4(e)      Amendments to Amended and               Registration Statement on Form
          Restated Code of                        8-A, File No.001-16103 (see
          Regulations                             Exhibit 3(e) therein).

4(f)      Instruments defining the                Registration Statement on Form
          rights of security                      10-SB, File No 000-28483 (see
          holders, including indentures           Exhibit 4 therein).

4(g)      Pinnacle Data Systems, Inc.             Annual Report on Form 10-KSB
          2000 Directors Stock                    for fiscal year ended
          Option Plan.                            December 31, 1999, File No.
                                                  000-28483 (see Exhibit 10(l)
                                                  therein).

5         Opinion of Baker & Hostetler LLP.       Contained herein.

23(a)     Consent of Baker & Hostetler LLP.       Contained in Exhibit 5.

23(b)     Consent of Hausser + Taylor LLP.        Contained herein

24        Powers of Attorney.                     Contained herein.

<PAGE>


                                                                      EXHIBIT 5

                        OPINION OF BAKER & HOSTETLER LLP

                              BAKER & HOSTETLER LLP
                              65 East State Street
                                   Suite 2100
                              Columbus, Ohio 43215

                               October 12, 2000

Pinnacle Data Systems, Inc.
6600 Port Road
Groveport, Ohio  43125

Ladies and Gentlemen:

     We  are  acting  as  counsel  to  Pinnacle  Data  Systems,  Inc.,  an  Ohio
corporation  (the "Company"),  in connection with its Registration  Statement on
Form S-8 (the  "Registration  Statement")  being filed by the  Company  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to  register  250,000  common  shares,  without par value,  of the Company  (the
"Shares")  for offer  and sale  under,  and  pursuant  to,  the  Company's  2000
Directors Stock Option Plan (the "Plan").

     In  connection  therewith,  we have  examined  the  Company's  Amended  and
Restated  Articles of  Incorporation  (as amended),  the  Company's  Amended and
Restated Code of Regulations (as amended),  and the records, as exhibited to us,
of the corporate  proceedings of the Company,  a copy of the Plan and such other
documents and records, including a certificate from the secretary of the Company
and a certificate from the treasurer of the Company, as we considered  necessary
for purposes of this opinion.  In rendering  this  opinion,  we have assumed the
genuineness,  without  independent  investigation,  of  all  signatures  on  all
documents  examined by us, the conformity to original documents of all documents
submitted to us as certified or facsimile  copies,  and the  authenticity of all
such documents.

     Based upon the foregoing,  we are of the opinion that the Shares, when sold
and paid for in the  manner  contemplated  by the Plan,  will have been  validly
issued and will be fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.

                                             Very truly yours,

                                             /s/ Baker & Hostetler LLP
                                             BAKER & HOSTETLER LLP

<PAGE>

                                                                   EXHIBIT 23(a)


                        CONSENT OF BAKER & HOSTETLER LLP


                             Contained in Exhibit 5.


<PAGE>


                                                                   EXHIBIT 23(b)



                         CONSENT OF HAUSSER + TAYLOR LLP



                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
on Form S-8 (File No.  _________) of Pinnacle  Data Systems,  Inc. of our report
dated March 10, 2000  relating to the balance  sheets of Pinnacle  Data Systems,
Inc. as of December  31, 1999 and 1998,  and the related  statements  of income,
stockholders'  equity,  and cash flows for the years then  ended,  which  report
appears in the report on Form 10-KSB of Pinnacle Data Systems, Inc.


                                             /s/ Hausser + Taylor LLP
                                             HAUSSER + TAYLOR LLP



Columbus, Ohio
October 12, 2000

<PAGE>


                                                                      EXHIBIT 24

                               POWERS OF ATTORNEY

                     For Registration Statement on Form S-8
                      for 2000 Directors Stock Option Plan

     The undersigned, each of whom is a director of Pinnacle Data Systems, Inc.,
an Ohio  corporation (the  "Company"),  hereby  constitutes and appoints John D.
Bair and  Thomas J.  Carr,  and each of them (with full power to each of them to
act alone), as 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  his  capacity  as  director  of  the  Company,   to  execute  the  Company's
Registration  Statement  on  Form  S-8,  and  any  and  all  amendments  thereto
(including post-effective  amendments),  to register under the Securities Act of
1933, as amended (the "Securities  Act"), any common shares,  without par value,
of the Company for sale under,  and pursuant to, the  Company's  2000  Directors
Stock  Option  Plan,  as such plan is  currently  amended or shall  hereafter be
amended,  and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and  about  the  premises,  as  fully  to all  intents  and  purposes  as the
undersigned  might or could do in person,  hereby  ratifying and  confirming all
that said attorneys-in-fact and agents, or either of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.


/s/ C. Robert Hahn                           September 22, 2000
------------------                           ------------------
C. Robert Hahn                               Date


/s/ Paul H. Lambert                          September 22, 2000
-------------------                          ------------------
Paul H. Lambert                              Date


/s/ Thomas M. O'Leary                        September 22, 2000
---------------------                        ------------------
Thomas M. O'Leary                            Date


/s/Robert V.R. Ostrander                     September 22, 2000
------------------------                     ------------------
Robert V.R. Ostrander                        Date
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As filed with the Securities and Exchange Commission on October 12, 2000
                                                     Registration No. _________
_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

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

                           PINNACLE DATA SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Ohio                                     31-1263732
   (State or other jurisdiction of            (IRS Employer Identifica-
   incorporation or organization)                    tion Number)

                                 6600 Port Road
                              Groveport, Ohio 43125
               (Address of principal executive offices) (Zip code)

                           Pinnacle Data Systems, Inc.
                        2000 Directors Stock Option Plan
                            (Full title of the plan)

                      John D. Bair, Chairman, President and
                             Chief Executive Officer
                           Pinnacle Data Systems, Inc.
                                 6600 Port Road
                              Groveport, Ohio 43125
                                 (614) 748-1150
                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed     Proposed
                                         maximum      maximum
                          Amount         offering     aggregate     Amount of
Title of securities       to be          price per    offering      registration
  to be registered        registered(1)  share(2)     price(2)      fee
--------------------------------------------------------------------------------
Common Shares, without    250,000        $10.81      $2,702,500     $713.63
par value
================================================================================

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     Registration Statement also includes an indeterminable number of additional
     Common Shares that may become issuable pursuant to antidilution  adjustment
     provisions of the Plan.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rules  457(h)(1)  and 457(c) under the  Securities  Act of
     1933,  as  amended,  on the basis of the  average  of the high and low sale
     prices of the Registrant's  Common Shares on the American Stock Exchange on
     October 11, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this Registration
Statement:

     (a)  The  Annual  Report  on Form  10-KSB  filed  with the  Securities  and
          Exchange  Commission on March 30, 2000, File No.  000-28483 (the "Form
          10-KSB")  under the  Securities  Exchange Act of 1934, as amended (the
          "Exchange Act");

     (b)  The  Quarterly  Report on Form 10-QSB  filed with the  Securities  and
          Exchange  Commission on May 12, 2000,  File No.  000-28483,  under the
          Exchange Act;

     (c)  The  Quarterly  Report on Form 10-QSB  filed with the  Securities  and
          Exchange Commission on August 14, 2000, File No. 000-28483,  under the
          Exchange Act; and

     (d)  The description of the  Registrant's  Common Shares which is contained
          in the Registration  Statement on Form 10-SB filed with the Securities
          and Exchange  Commission on December 13, 1999, File No. 000-28483 (the
          "Form  10-SB") under the Exchange  Act,  including  any  amendments or
          reports filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
of the Common  Shares  offered have been sold or which  deregisters  all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
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 other subsequently filed document which also is or 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  1701.13(E)  of the Ohio  Revised  Code sets forth  conditions  and
limitations  governing the  indemnification  of officers,  directors,  and other
persons.

     Article 8 of the Amended and Restated  Code of  Regulations  of the Company
(see Exhibit 4(a)) contains certain indemnification  provisions adopted pursuant
to authority  contained in Section  1701.13(E)  of the Ohio  Revised  Code.  The
Company's Code of Regulations  provides for the indemnification of its officers,
directors,  employees,  and agents, or persons who are serving or have served at
the request of the Company as a director,  trustee, officer,  employee, or agent
of  another  corporation,   domestic  or  foreign,   nonprofit  or  for  profit,
partnership,  joint venture,  trust, or other  enterprise,  against all expenses
with respect to any judgments,  fines,  and amounts paid in settlement,  or with
respect to any threatened,  pending, or completed action, suit, or proceeding to
which they were or are parties or are threatened to be made parties by reason of
acting in such capacities,  provided that it is determined, either by a majority
vote  of  a  quorum  of  disinterested  directors  of  the  Company  or  by  the
shareholders  of the Company or otherwise as provided in Section  1701.13(E)  of
the Ohio Revised Code,  that:  (a) they acted in good faith and in a manner they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company;  (b) in any  action,  suit,  or  proceeding  by or in the  right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; (c) with
respect to any criminal action or proceeding,  that they had no reasonable cause
to believe that their conduct was  unlawful.  Section  1701.13(E)  provides that
expenses,  including attorneys' fees, incurred in defending any action, suit, or
proceeding,  may be paid by the Company in advance of the final  disposition  of
such  action,  suit,  or  proceeding,  upon  receipt  of an  undertaking  by the
indemnified person to repay such amount in the event that indemnification  shall
be deemed improper.

     The Company maintains directors and officers liability insurance.

     At present,  there are no claims,  actions,  suits, or proceedings  pending
where indemnification would be required under these provisions,  and the Company
does not know of any threatened claims, actions, suits, or proceedings which may
result in a request for such indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
ITEM 8.  EXHIBITS.
Exhibit                                           If Incorporated by Reference,
No.                                               Document with which Exhibit
         Description of Exhibit                   was Previously Filed with SEC
         ----------------------                   ----------------------------

4(a)     Amended and Restated Articles            Registration Statement on
         of Incorporation of                      Form 10-SB, File No.000-28483
         Pinnacle Data Systems, Inc.              (see Exhibit 3(a) therein).

4(b)     Amendments to Amended and                Registration Statement on
         Restated Articles of                     Form 8-A, File No.001-16103
         Incorporation                            (see Exhibit 3(b) therein).

4(c)     Amended and Restated Code                Registration Statement on
         of Regulations of                        Form 10-SB, File No. 000-28483
         Pennacle Data Systems, Inc.              (see Exhibit 3(b) therein).

4(d)     Amendment to Amended and                 Annual Report on Form 10-KSB
         Restated Code of                         for fiscal year ended
         Regulations                              December 31, 1999, File No.
                                                  000-28483 (see Exhibit 3(c)
                                                  therein).

4(e)     Amendments to Amended and                Registration Statement on Form
         Restated Code of                         8-A, File No. 001-16103 (see
         Regulations                              Exhibit 3(e) therein).

4(f)     Instruments defining the                 Registration Statement on Form
         rights of security                       10-SB, File No. 000-28483 (see
         holders, including indentures.           Exhibit 4 therein).

4(g)     Pinnacle Data Systems, Inc.              Annual Report on Form 10-KSB
         2000 Directors Stock                     for fiscal year ended December
         Option Plan.                             31, 1999, File No. 000-28483
                                                  (see Exhibit 10(l) therein).

5         Opinion of Baker & Hostetler LLP.       Contained herein.

23(a)    Consent of Baker & Hostetler LLP.        Contained in Exhibit 5.

23(b)    Consent of Hausser + Taylor LLP.         Contained herein.

24       Powers of Attorney.                      Contained herein.
ITEM 9.  UNDERTAKINGS.

     The Registrant hereby undertakes:

     (a)  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, as amended (the "Securities Act"); (ii) to reflect in the
          Prospectus any facts or events arising after the effective date of the
          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 the  Registration
          Statement;  and (iii) 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.  Provided, however, that paragraphs (a)(i)
          and (a)(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
          in the Registration Statement.

     (b)  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.

     (c)  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.

     The 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 in the Registration  Statement 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.

     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 provisions  described in Item 6, above, 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.
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 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Columbus, State of Ohio, on October 12, 2000.

                                         PINNACLE DATA SYSTEMS, INC.

Date:   October 12, 2000                 By  /s/John D. Bair
                                             John D. Bair, Chairman, President,
                                             and Chief Executive Officer

     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/John D. Bair          Chairman, President, Chief          October 12, 2000
John D. Bair             Executive Officer and
                         Director (principal
                         executive officer)

/s/Thomas J. Carr        Chief Financial Officer,            October 12, 2000
Thomas J. Carr           Treasurer, and Director
                         (principal financial and
                         principal accounting officer)

C. Robert Hahn*          Chief Operating Officer,            October 12, 2000
C. Robert Hahn           Vice President, and
                         Director

Paul H. Lambert*         Director                            October 12, 2000
Paul H. Lambert

Thomas M. O'Leary*       Director                            October 12, 2000
Thomas M. O'Leary

Robert V.R. Ostrander*   Director                            October 12, 2000
Robert V.R. Ostrander

     *The  undersigned,  John D. Bair,  by signing his name hereto,  does hereby
execute  this  Registration  Statement  on  behalf  of each  of the  above-named
directors of the Registrant pursuant to powers of attorney duly executed by such
directors and filed with the Securities  and Exchange  Commission as exhibits to
this Registration Statement.

By /s/John D. Bair                                           October 12, 2000
     John D. Bair, Attorney in Fact
EXHIBIT INDEX

                                                   If Incorporated by Reference,
Exhibit                                            Document with which Exhibit
No.            Description of Exhibit              was Previously Filed with SEC
-----          ----------------------              -----------------------------
4(a)      Amended and Restated Articles           Registration Statement on
          of Incorporation of                     Form 10-SB, File No. 000-28483
          Pinnacle Data Systems, Inc.             (see Exhibit 3(a) therein).

4(b)      Amendments to Amended and               Registration Statement on
          Restated Articles of                    Form 8-A, File No. 001-16103
          Incorporation.                          (see Exhibit 3(b) therein).

4(c)      Amended and Restated Code               Registration Statement on Form
          of Regulations of                       10-SB, File No. 000-28483 (see
          Pinnacle Data Systems, Inc.             Exhibit 3(b) therein).

4(d)      Amendment to Amended and                Annual Report on Form 10-KSB
          Restated Code of                        for fiscal year ended December
          Regulations                             31, 1999, File No. 000-28483
                                                  (see Exhibit 3(c) therein).

4(e)      Amendments to Amended and               Registration Statement on Form
          Restated Code of                        8-A, File No.001-16103 (see
          Regulations                             Exhibit 3(e) therein).

4(f)      Instruments defining the                Registration Statement on Form
          rights of security                      10-SB, File No 000-28483 (see
          holders, including indentures           Exhibit 4 therein).

4(g)      Pinnacle Data Systems, Inc.             Annual Report on Form 10-KSB
          2000 Directors Stock                    for fiscal year ended
          Option Plan.                            December 31, 1999, File No.
                                                  000-28483 (see Exhibit 10(l)
                                                  therein).

5         Opinion of Baker & Hostetler LLP.       Contained herein.

23(a)     Consent of Baker & Hostetler LLP.       Contained in Exhibit 5.

23(b)     Consent of Hausser + Taylor LLP.        Contained herein

24        Powers of Attorney.                     Contained herein.
EXHIBIT 5

                        OPINION OF BAKER & HOSTETLER LLP

                              BAKER & HOSTETLER LLP
                              65 East State Street
                                   Suite 2100
                              Columbus, Ohio 43215

                               October 12, 2000

Pinnacle Data Systems, Inc.
6600 Port Road
Groveport, Ohio  43125

Ladies and Gentlemen:

     We  are  acting  as  counsel  to  Pinnacle  Data  Systems,  Inc.,  an  Ohio
corporation  (the "Company"),  in connection with its Registration  Statement on
Form S-8 (the  "Registration  Statement")  being filed by the  Company  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to  register  250,000  common  shares,  without par value,  of the Company  (the
"Shares")  for offer  and sale  under,  and  pursuant  to,  the  Company's  2000
Directors Stock Option Plan (the "Plan").

     In  connection  therewith,  we have  examined  the  Company's  Amended  and
Restated  Articles of  Incorporation  (as amended),  the  Company's  Amended and
Restated Code of Regulations (as amended),  and the records, as exhibited to us,
of the corporate  proceedings of the Company,  a copy of the Plan and such other
documents and records, including a certificate from the secretary of the Company
and a certificate from the treasurer of the Company, as we considered  necessary
for purposes of this opinion.  In rendering  this  opinion,  we have assumed the
genuineness,  without  independent  investigation,  of  all  signatures  on  all
documents  examined by us, the conformity to original documents of all documents
submitted to us as certified or facsimile  copies,  and the  authenticity of all
such documents.

     Based upon the foregoing,  we are of the opinion that the Shares, when sold
and paid for in the  manner  contemplated  by the Plan,  will have been  validly
issued and will be fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.

                                             Very truly yours,

                                             /s/ Baker & Hostetler LLP
                                             BAKER & HOSTETLER LLP
EXHIBIT 23(a)

                        CONSENT OF BAKER & HOSTETLER LLP

                             Contained in Exhibit 5.
EXHIBIT 23(b)

                         CONSENT OF HAUSSER + TAYLOR LLP

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
on Form S-8 (File No.  _________) of Pinnacle  Data Systems,  Inc. of our report
dated March 10, 2000  relating to the balance  sheets of Pinnacle  Data Systems,
Inc. as of December  31, 1999 and 1998,  and the related  statements  of income,
stockholders'  equity,  and cash flows for the years then  ended,  which  report
appears in the report on Form 10-KSB of Pinnacle Data Systems, Inc.

                                             /s/ Hausser + Taylor LLP
                                             HAUSSER + TAYLOR LLP

Columbus, Ohio
October 12, 2000
EXHIBIT 24

                               POWERS OF ATTORNEY

                     For Registration Statement on Form S-8
                      for 2000 Directors Stock Option Plan

     The undersigned, each of whom is a director of Pinnacle Data Systems, Inc.,
an Ohio  corporation (the  "Company"),  hereby  constitutes and appoints John D.
Bair and  Thomas J.  Carr,  and each of them (with full power to each of them to
act alone), as 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  his  capacity  as  director  of  the  Company,   to  execute  the  Company's
Registration  Statement  on  Form  S-8,  and  any  and  all  amendments  thereto
(including post-effective  amendments),  to register under the Securities Act of
1933, as amended (the "Securities  Act"), any common shares,  without par value,
of the Company for sale under,  and pursuant to, the  Company's  2000  Directors
Stock  Option  Plan,  as such plan is  currently  amended or shall  hereafter be
amended,  and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and  about  the  premises,  as  fully  to all  intents  and  purposes  as the
undersigned  might or could do in person,  hereby  ratifying and  confirming all
that said attorneys-in-fact and agents, or either of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

/s/ C. Robert Hahn                           September 22, 2000
------------------                           ------------------
C. Robert Hahn                               Date

/s/ Paul H. Lambert                          September 22, 2000
-------------------                          ------------------
Paul H. Lambert                              Date

/s/ Thomas M. O'Leary                        September 22, 2000
---------------------                        ------------------
Thomas M. O'Leary                            Date

/s/Robert V.R. Ostrander                     September 22, 2000
------------------------                     ------------------
Robert V.R. Ostrander                        Date