<PAGE>


       As filed with the Securities and Exchange Commission on March 24, 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.
                             1995 Stock Option Plan
                            (Full title of the plan)

              Stock Option Agreement dated October 1, 1996 between
                Pinnacle Data Systems, Inc. and Thomas M. O'Leary
                            (Full title of the plan)

             Stock Option Agreement dated September 12, 1997 between
                Pinnacle Data Systems, Inc. and Thomas M. O'Leary
                            (Full title of the plan)

            Stock Option Agreement dated September 12, 1997 between
              Pinnacle Data Systems, Inc. and Robert V.R. Ostrander
                            (Full title of the plan)

               Stock Option Agreement dated July 22, 1998 between
               Pinnacle Data Systems, Inc. and David S. Richards
                            (Full title of the plan)

               Stock Option Agreement dated June 23, 1999 between
                Pinnacle Data Systems, Inc. and Thomas M. O'Leary
                            (Full title of the plan)

               Stock Option Agreement dated June 23, 1999 between
              Pinnacle Data Systems, Inc. and Robert V.R. Ostrander
                            (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)

<PAGE>

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                        Proposed       Proposed
                          Amount        maximum        maximum        Amount of
                           to be        offering       aggregate      regis-
Title of securities       registered    price per      offering       tration
to be registered          (1)           share          price          fee
----------------------   -----------    -----------    ---------      ---------
Common Shares, without
par value

Options Granted (2)       10,200         $2.50          $25,500
                         172,750         $3.00         $518,250
                          15,000         $3.30          $49,500
                          37,000         $3.50         $129,500
                           4,000         $4.0625        $16,250
                          73,950         $4.1250       $305,043.75
                           6,000         $4.5375        $27,225
                           3,000         $4.625         $13,875
                           1,000         $5.50           $5,500

Options Reserved
for Grant (3)            297,500        $13.00       $3,867,500

TOTAL                    620,400                     $4,958,143.75     $1308.95
===============================================================================

(1)  Pursuant to Rule 416(a) of 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)  All such shares are issuable  upon the exercise of  outstanding  options to
     purchase  the number of shares at the exercise  prices  listed  above.  The
     aggregate  offering  price and the fee have been computed  pursuant to Rule
     457(h)(1) of the Securities Act of 1933, as amended,  upon the basis of the
     price at which the options may be exercised.

(3)  The price of $13.00  per share,  which is the  average of the bid and asked
     prices of the Registrant's  Common Shares in the over the counter market as
     reported  on the  Nasdaq  Bulletin  Board on March 21,  2000,  is set forth
     solely for the purpose of calculating  the  registration  fee in accordance
     with Rules 457(h)(1) and 457(c) of the Securities Act of 1933, as amended.

<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  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  Securities  Exchange  Act of  1934,  as  amended  (the
     "Exchange Act"); and

(b)  The description of the Registrant's Common Shares which is contained in the
     Form 10-SB,  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.

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

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

4(c)      Standard form of Director stock         Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and individual       Exhibit 10(i) therein).
          members of the Board of Directors.

4(d)      Employment agreement and stock          Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and David J.         Exhibit 10(j) therein).
          Richards dated July 22, 1998.

4(e)      Pinnacle Data Systems, Inc.             Registration Statement on Form
          1995 Stock Option Plan.                 10-SB, File No.000-28483 (see
                                                  Exhibit 10(k) therein).

4(f)      Amendment No. 1 to Pinnacle Data        Contained herein.
          Systems, Inc. 1995 Stock Option
          Plan.

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.
<PAGE>

     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 March 23, 2000.

                                        PINNACLE DATA SYSTEMS, INC.


Date:  March 23, 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       March 23, 2000
John D. Bair                   Executive Officer and
                               Director (principal
                               executive officer)

/s/Thomas J. Carr              Chief Financial Officer,         March 23, 2000
Thomas J. Carr                 Treasurer, and Director
                               (principal financial and
                               principal accounting officer)

C. Robert Hahn*                Chief Operating Officer,         March 23, 2000
C. Robert Hahn                 Vice President, and
                               Director

Thomas M. O'Leary*             Director                         March 23, 2000
Thomas M. O'Leary

Robert V.R. Ostrander*         Director                         March 23, 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                                              March 23, 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 Form
          of Incorporation of Pinnacle Data       10-SB, File No.000-28483 (see
          Systems, Inc.                           Exhibit 3(a) therein).

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

4(c)      Standard form of Director stock         Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and individual       Exhibit 10(i) therein).
          members of the Board of Directors.

4(d)      Employment agreement and stock          Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and David J.         Exhibit 10(j) therein).
          Richards dated July 22, 1998.

4(e)      Pinnacle Data Systems, Inc. 1995        Registration Statement on Form
          Stock Option Plan.                      10-SB, File No. 000-28483 (see
                                                  Exhibit 10(k) therein).

4(f)      Amendment No. 1 to Pinnacle Data        Contained herein.
          Systems, Inc.1995 Stock Option
          Plan.

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 4(d)

                               AMENDMENT NO. 1 TO
               PINNACLE DATA SYSTEMS, INC. 1995 STOCK OPTION PLAN

     The  Pinnacle  Data  Systems,  Inc.  1995 Stock Option Plan (the "Plan") is
hereby amended pursuant to the following provisions:

     1. Definitions

     All  capitalized  terms  used in this  amendment  which  are not  otherwise
defined herein shall have the respective meanings given such terms in the Plan.

     2. Shares Subject To Plan

     The total number of Shares for which options may be granted under the Plan,
as provided  under Section 3 of the Plan, is hereby  increased by 300,000 Shares
to a total of 600,000 Shares.

     3. Administration of Plan

     The first  paragraph  of  Section 2 of the Plan is  hereby  deleted  in its
entirety from the Plan and replaced with the following two paragraphs:

               The  Plan  shall  be  administered  by  the  Company's  Board  of
          Directors  (the "Board") or, if the Board so elects,  a committee (the
          "Committee")  which shall consist of not less than three  directors of
          the Company appointed by the Board. The members of the Committee shall
          serve at the pleasure of the Board,  which may remove members from the
          Committee or appoint new members to the  Committee  from time to time,
          and  members of the  Committee  may  resign by  written  notice to the
          President or Secretary of the Company.  For purposes of this Plan, the
          Board,  if it is  administering  the Plan, or the Committee,  if it is
          administering  the  Plan,  shall  hereinafter  be  referred  to as the
          "Administrator."

               Notwithstanding  the  foregoing  to the  contrary,  if the common
          shares  of  the  Company  are  registered  under  Section  12  of  the
          Securities  Exchange  Act of 1934,  as  amended  (the  "Act"),  or are
          required  to be so  registered  or  the  Company  is  subject  to  the
          reporting  requirements of Section 13 of the Act (hereinafter referred
          to as a  "Reporting  Company"),  any option  granted to a person  who,
          because  of his  relationship  with the  Company,  is  subject  to the
          reporting  requirements  of  Section  16(a) of the Act,  shall  not be
          effective  unless (i) the grant of such  option is  approved by either
          the  Board  or  a   committee   consisting   solely  of  two  or  more
          "Non-Employee  Directors" (as defined in Rule 16b-3(b)(3)  promulgated
          under the Act),  (ii) the grant of such option is approved or ratified
          by the  shareholders of the Company,  in compliance with Section 14 of
          the  Act,  not  later  than  the  date of the  annual  meeting  of the
          Company's shareholders next following the date of such grant, or (iii)
          such option,  by its terms,  provides that common shares received upon
          exercise  of the  option  may not be  disposed  of before at least six
          months have elapsed from the date the option was granted.

<PAGE>

     4. Eligibility

     Section 4 of the Plan is hereby  deleted in its entirety  from the Plan and
replaced with the following:

               All employees of the Company and its subsidiaries are eligible to
          receive  options under the Plan ("Eligible  Persons").  No director of
          the  Company  who is not also an employee of the Company or any of its
          subsidiaries shall be eligible to participate in the Plan.

     5. Transferability

     The  following  two  sentences  are  hereby  added  to the  end of  Section
5(c)(iii) of the Plan:

     Notwithstanding  the foregoing to the contrary,  the Administrator  may, in
its sole discretion and in the manner established by the Administrator,  provide
for  the  irrevocable  transfer,  without  payment  of  consideration,   of  any
Nonqualified   Option  by  a  Grantee  to  such  Grantee's   spouse,   children,
grandchildren,  nieces,  or  nephews,  or to the  trustee  of any  trust for the
principal  benefit of one or more such persons,  or to a partnership  whose only
partners are one or more such persons. In the case of such a permitted transfer,
the  Nonqualified  Option shall be  exercisable  only by the  transferee or such
transferee's legal representative.

     6. Six Month Holding Period

     Section 6 of the Plan is hereby deleted in its entirety from the Plan.

     7. Effective Date; Construction

     The  effective  date of this  amendment  is  February  16,  2000,  and this
amendment shall be deemed to be a part of the Plan as of such date. In the event
of any  inconsistencies  between the provisions of the Plan and this  amendment,
the  provisions  of this  amendment  shall  control.  Except as modified by this
amendment, the Plan shall continue in full force and effect without change.

     This amendment  shall be submitted to the  stockholders  of the Company for
approval as soon as reasonably  practicable,  but in any event not later than 12
months after the date of this amendment. Notwithstanding the preceding paragraph
or any other provisions of this amendment to the contrary,  if this amendment is
not approved by the  stockholders  of the Company  within such 12-month  period,
this  amendment and all options  granted with respect to the  additional  common
shares  subject to the Plan as a result of this  amendment  shall  automatically
become null and void and have no further force or effect.

<PAGE>

                                                                       EXHIBIT 5

                        OPINION OF BAKER & HOSTETLER LLP

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

                                 March 23, 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  545,900  common  shares,  without par value,  of the Company  (the
"Shares") for offer and sale under,  and pursuant to, the  Company's  1995 Stock
Option Plan (the "Plan",  as amended by Amendment No. 1 thereto  ("Amendment No.
1")).

     In  connection  therewith,  we have  examined  the  Company's  Amended  and
Restated Articles of  Incorporation,  the Company's Amended and Restated Code of
Regulations,  and the records, as exhibited to us, of the corporate  proceedings
of the Company;  a copy of the Plan,  Amendment No. 1, 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,  and assuming the approval of Amendment No. 1 by
the Company's  shareholders  as required by the Plan, 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 of Pinnacle Data Systems, Inc. of our report dated February 23, 1999
relating to the balance sheets of Pinnacle Data Systems, Inc. as of December 31,
1997 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-SB of Pinnacle Data Systems, Inc.


                                            /s/ Hausser + Taylor LLP
                                            HAUSSER + TAYLOR LLP



Columbus, Ohio
March 23, 2000

<PAGE>

                                                                      EXHIBIT 24



                               POWERS OF ATTORNEY

                     For Registration Statement on Form S-8
                           for 1995 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  any and all of the
Company's  Registration  Statements  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, any and all of the
Company's  current or hereafter  adopted or approved stock option plans or other
"employee  benefit  plans" (as such term is defined  under Rule 405  promulgated
under  the  Securities  Act),  as such  plans  are  currently  amended  or shall
hereafter be amended,  including without  limitation the 1995 Stock Option Plan,
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                                March 23, 2000
C. Robert Hahn                                    Date


/s/ Thomas M. O'Leary                             March 23, 2000
Thomas M. O'Leary                                 Date


/s/ Robert V.R. Ostrander                         March 23, 2000
Robert V.R. Ostrander                             Date
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR PINNACLE DATA SYSTEMS, INC.", "secsgml_size_bytes": 31719}]
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As filed with the Securities and Exchange Commission on March 24, 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.
                             1995 Stock Option Plan
                            (Full title of the plan)

              Stock Option Agreement dated October 1, 1996 between
                Pinnacle Data Systems, Inc. and Thomas M. O'Leary
                            (Full title of the plan)

             Stock Option Agreement dated September 12, 1997 between
                Pinnacle Data Systems, Inc. and Thomas M. O'Leary
                            (Full title of the plan)

            Stock Option Agreement dated September 12, 1997 between
              Pinnacle Data Systems, Inc. and Robert V.R. Ostrander
                            (Full title of the plan)

               Stock Option Agreement dated July 22, 1998 between
               Pinnacle Data Systems, Inc. and David S. Richards
                            (Full title of the plan)

               Stock Option Agreement dated June 23, 1999 between
                Pinnacle Data Systems, Inc. and Thomas M. O'Leary
                            (Full title of the plan)

               Stock Option Agreement dated June 23, 1999 between
              Pinnacle Data Systems, Inc. and Robert V.R. Ostrander
                            (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
                          Amount        maximum        maximum        Amount of
                           to be        offering       aggregate      regis-
Title of securities       registered    price per      offering       tration
to be registered          (1)           share          price          fee
----------------------   -----------    -----------    ---------      ---------
Common Shares, without
par value

Options Granted (2)       10,200         $2.50          $25,500
                         172,750         $3.00         $518,250
                          15,000         $3.30          $49,500
                          37,000         $3.50         $129,500
                           4,000         $4.0625        $16,250
                          73,950         $4.1250       $305,043.75
                           6,000         $4.5375        $27,225
                           3,000         $4.625         $13,875
                           1,000         $5.50           $5,500

Options Reserved
for Grant (3)            297,500        $13.00       $3,867,500

TOTAL                    620,400                     $4,958,143.75     $1308.95
===============================================================================

(1)  Pursuant to Rule 416(a) of 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)  All such shares are issuable  upon the exercise of  outstanding  options to
     purchase  the number of shares at the exercise  prices  listed  above.  The
     aggregate  offering  price and the fee have been computed  pursuant to Rule
     457(h)(1) of the Securities Act of 1933, as amended,  upon the basis of the
     price at which the options may be exercised.

(3)  The price of $13.00  per share,  which is the  average of the bid and asked
     prices of the Registrant's  Common Shares in the over the counter market as
     reported  on the  Nasdaq  Bulletin  Board on March 21,  2000,  is set forth
     solely for the purpose of calculating  the  registration  fee in accordance
     with Rules 457(h)(1) and 457(c) of the Securities Act of 1933, as amended.
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  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  Securities  Exchange  Act of  1934,  as  amended  (the
     "Exchange Act"); and

(b)  The description of the Registrant's Common Shares which is contained in the
     Form 10-SB,  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 of        Registration Statement on Form
          Incorporation of Pinnacle Data          10-SB, File No. 000-28483 (see
          Systems, Inc.                           Exhibit 3(a) therein).

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

4(c)      Standard form of Director stock         Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and individual       Exhibit 10(i) therein).
          members of the Board of Directors.

4(d)      Employment agreement and stock          Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and David J.         Exhibit 10(j) therein).
          Richards dated July 22, 1998.

4(e)      Pinnacle Data Systems, Inc.             Registration Statement on Form
          1995 Stock Option Plan.                 10-SB, File No.000-28483 (see
                                                  Exhibit 10(k) therein).

4(f)      Amendment No. 1 to Pinnacle Data        Contained herein.
          Systems, Inc. 1995 Stock Option
          Plan.

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 March 23, 2000.

                                        PINNACLE DATA SYSTEMS, INC.

Date:  March 23, 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       March 23, 2000
John D. Bair                   Executive Officer and
                               Director (principal
                               executive officer)

/s/Thomas J. Carr              Chief Financial Officer,         March 23, 2000
Thomas J. Carr                 Treasurer, and Director
                               (principal financial and
                               principal accounting officer)

C. Robert Hahn*                Chief Operating Officer,         March 23, 2000
C. Robert Hahn                 Vice President, and
                               Director

Thomas M. O'Leary*             Director                         March 23, 2000
Thomas M. O'Leary

Robert V.R. Ostrander*         Director                         March 23, 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                                              March 23, 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 Form
          of Incorporation of Pinnacle Data       10-SB, File No.000-28483 (see
          Systems, Inc.                           Exhibit 3(a) therein).

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

4(c)      Standard form of Director stock         Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and individual       Exhibit 10(i) therein).
          members of the Board of Directors.

4(d)      Employment agreement and stock          Registration Statement on Form
          option agreement between Pinnacle       10-SB, File No. 000-28483 (see
          Data Systems, Inc. and David J.         Exhibit 10(j) therein).
          Richards dated July 22, 1998.

4(e)      Pinnacle Data Systems, Inc. 1995        Registration Statement on Form
          Stock Option Plan.                      10-SB, File No. 000-28483 (see
                                                  Exhibit 10(k) therein).

4(f)      Amendment No. 1 to Pinnacle Data        Contained herein.
          Systems, Inc.1995 Stock Option
          Plan.

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 4(d)

                               AMENDMENT NO. 1 TO
               PINNACLE DATA SYSTEMS, INC. 1995 STOCK OPTION PLAN

     The  Pinnacle  Data  Systems,  Inc.  1995 Stock Option Plan (the "Plan") is
hereby amended pursuant to the following provisions:

     1. Definitions

     All  capitalized  terms  used in this  amendment  which  are not  otherwise
defined herein shall have the respective meanings given such terms in the Plan.

     2. Shares Subject To Plan

     The total number of Shares for which options may be granted under the Plan,
as provided  under Section 3 of the Plan, is hereby  increased by 300,000 Shares
to a total of 600,000 Shares.

     3. Administration of Plan

     The first  paragraph  of  Section 2 of the Plan is  hereby  deleted  in its
entirety from the Plan and replaced with the following two paragraphs:

               The  Plan  shall  be  administered  by  the  Company's  Board  of
          Directors  (the "Board") or, if the Board so elects,  a committee (the
          "Committee")  which shall consist of not less than three  directors of
          the Company appointed by the Board. The members of the Committee shall
          serve at the pleasure of the Board,  which may remove members from the
          Committee or appoint new members to the  Committee  from time to time,
          and  members of the  Committee  may  resign by  written  notice to the
          President or Secretary of the Company.  For purposes of this Plan, the
          Board,  if it is  administering  the Plan, or the Committee,  if it is
          administering  the  Plan,  shall  hereinafter  be  referred  to as the
          "Administrator."

               Notwithstanding  the  foregoing  to the  contrary,  if the common
          shares  of  the  Company  are  registered  under  Section  12  of  the
          Securities  Exchange  Act of 1934,  as  amended  (the  "Act"),  or are
          required  to be so  registered  or  the  Company  is  subject  to  the
          reporting  requirements of Section 13 of the Act (hereinafter referred
          to as a  "Reporting  Company"),  any option  granted to a person  who,
          because  of his  relationship  with the  Company,  is  subject  to the
          reporting  requirements  of  Section  16(a) of the Act,  shall  not be
          effective  unless (i) the grant of such  option is  approved by either
          the  Board  or  a   committee   consisting   solely  of  two  or  more
          "Non-Employee  Directors" (as defined in Rule 16b-3(b)(3)  promulgated
          under the Act),  (ii) the grant of such option is approved or ratified
          by the  shareholders of the Company,  in compliance with Section 14 of
          the  Act,  not  later  than  the  date of the  annual  meeting  of the
          Company's shareholders next following the date of such grant, or (iii)
          such option,  by its terms,  provides that common shares received upon
          exercise  of the  option  may not be  disposed  of before at least six
          months have elapsed from the date the option was granted.
4. Eligibility

     Section 4 of the Plan is hereby  deleted in its entirety  from the Plan and
replaced with the following:

               All employees of the Company and its subsidiaries are eligible to
          receive  options under the Plan ("Eligible  Persons").  No director of
          the  Company  who is not also an employee of the Company or any of its
          subsidiaries shall be eligible to participate in the Plan.

     5. Transferability

     The  following  two  sentences  are  hereby  added  to the  end of  Section
5(c)(iii) of the Plan:

     Notwithstanding  the foregoing to the contrary,  the Administrator  may, in
its sole discretion and in the manner established by the Administrator,  provide
for  the  irrevocable  transfer,  without  payment  of  consideration,   of  any
Nonqualified   Option  by  a  Grantee  to  such  Grantee's   spouse,   children,
grandchildren,  nieces,  or  nephews,  or to the  trustee  of any  trust for the
principal  benefit of one or more such persons,  or to a partnership  whose only
partners are one or more such persons. In the case of such a permitted transfer,
the  Nonqualified  Option shall be  exercisable  only by the  transferee or such
transferee's legal representative.

     6. Six Month Holding Period

     Section 6 of the Plan is hereby deleted in its entirety from the Plan.

     7. Effective Date; Construction

     The  effective  date of this  amendment  is  February  16,  2000,  and this
amendment shall be deemed to be a part of the Plan as of such date. In the event
of any  inconsistencies  between the provisions of the Plan and this  amendment,
the  provisions  of this  amendment  shall  control.  Except as modified by this
amendment, the Plan shall continue in full force and effect without change.

     This amendment  shall be submitted to the  stockholders  of the Company for
approval as soon as reasonably  practicable,  but in any event not later than 12
months after the date of this amendment. Notwithstanding the preceding paragraph
or any other provisions of this amendment to the contrary,  if this amendment is
not approved by the  stockholders  of the Company  within such 12-month  period,
this  amendment and all options  granted with respect to the  additional  common
shares  subject to the Plan as a result of this  amendment  shall  automatically
become null and void and have no further force or effect.
EXHIBIT 5

                        OPINION OF BAKER & HOSTETLER LLP

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

                                 March 23, 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  545,900  common  shares,  without par value,  of the Company  (the
"Shares") for offer and sale under,  and pursuant to, the  Company's  1995 Stock
Option Plan (the "Plan",  as amended by Amendment No. 1 thereto  ("Amendment No.
1")).

     In  connection  therewith,  we have  examined  the  Company's  Amended  and
Restated Articles of  Incorporation,  the Company's Amended and Restated Code of
Regulations,  and the records, as exhibited to us, of the corporate  proceedings
of the Company;  a copy of the Plan,  Amendment No. 1, 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,  and assuming the approval of Amendment No. 1 by
the Company's  shareholders  as required by the Plan, 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 of Pinnacle Data Systems, Inc. of our report dated February 23, 1999
relating to the balance sheets of Pinnacle Data Systems, Inc. as of December 31,
1997 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-SB of Pinnacle Data Systems, Inc.

                                            /s/ Hausser + Taylor LLP
                                            HAUSSER + TAYLOR LLP

Columbus, Ohio
March 23, 2000
EXHIBIT 24

                               POWERS OF ATTORNEY

                     For Registration Statement on Form S-8
                           for 1995 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  any and all of the
Company's  Registration  Statements  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, any and all of the
Company's  current or hereafter  adopted or approved stock option plans or other
"employee  benefit  plans" (as such term is defined  under Rule 405  promulgated
under  the  Securities  Act),  as such  plans  are  currently  amended  or shall
hereafter be amended,  including without  limitation the 1995 Stock Option Plan,
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                                March 23, 2000
C. Robert Hahn                                    Date

/s/ Thomas M. O'Leary                             March 23, 2000
Thomas M. O'Leary                                 Date

/s/ Robert V.R. Ostrander                         March 23, 2000
Robert V.R. Ostrander                             Date