content: SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
  
                  PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date  of  Report (Date of Earliest event reported) May 20, 1997
  
  
  
                              CAMELOT CORPORATION
       (Exact Name of Registrant as Specified in its Charter)
                                  
                                                 
                                  
    Colorado                0-8299                         84-0681531
  (State  of            (Commission                      (IRS   Employer
  Incorporation)        File Number)                    Identification No.)
  
  
  
  
              CAMELOT PLACE 17770 Preston Road,Dallas, Texas   75252
                (Address  of  Principal  Executive Offices)
  
  Registrant's telephone number, including area code:   (972)  733-3005
  
  ITEM 2.   Acquisition or Disposition of Assets
  
  Registrant   accepted   a  stock  subscription   for   53,811,780
  restricted Preferred Shares, Series J by Adina, Inc., a Delaware public
  company.  Adina  paid for  the  subscription with the transfer of 6,029,921
  restricted common  shares of Alexander Mark Investments (USA), Inc. ("AMI").
  AMI owns 57% of Meteor Technology plc a public U.K. Company which
  has  two operating subsidiaries, DigiPhone International Ltd. and
  Meteor  Payphones, Ltd.  35,688,560 of the Preferred  Shares  are
  issued  upon closing and 18,123,220 of the Preferred  Shares  are
  issued  upon the issuance of new common shares of the  Registrant
  on   a  one  for  one  basis.   The  Preferred  Shares  are  non-
  convertible,  non-yielding,  have a preference  over  the  common
  shares  but  subordinate to the outstanding Preferred Shares  and
  have one vote per share voting with the common shares.
  
  ITEM 7.   Exhibits
  
       (10) Material Contracts
                    a)   Subscription  Agreement  between   Camelot
             Corporation and Adina, Inc.
  
       (28)      *a)  Financial Statements in accordance with Regulation
         S-X.
       
                   *b)  Pro  Forma  Statements  in  accordance  with
       Regulation S-X.
  
                             SIGNATURES
  
  
  Pursuant  to the requirements of the Securities and Exchange  Act
  of  1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned thereunto duly authorized.
  
                       CAMELOT CORPORATION
  
  
                          By:/s/Jeanette Fitzgerald
                           Jeanette Fitzgerald
                           Vice President and General Counsel
  
  Dated:  May 29, 1997
  
  *Exhibits to be filed within sixty days of this filing.
                               EXHIBIT
                                  
  Subscription  Agreement  between Camelot Corporation  and  Adina,
  Inc.
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metadata_filer: {"company-data": {"conformed-name": "CAMELOT CORP", "cik": "0000013033", "assigned-sic": "7372", "irs-number": "840691531", "state-of-incorporation": "CO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-08299", "film-number": "97617130"}, "business-address": {"street1": "CAMELOT PLACE", "street2": "17770 PRESTON RD", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "2147333005"}, "mail-address": {"street1": "CAMELOT PLACE", "street2": "17770 PRESTON ROAD", "city": "DALLAS", "state": "TX", "zip": "75252"}, "former-company": {"former-conformed-name": "BOLYARD OIL & GAS LTD", "date-changed": "19890824"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                  PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date  of  Report (Date of Earliest event reported) May 20, 1997
  
                              CAMELOT CORPORATION
       (Exact Name of Registrant as Specified in its Charter)
                                  
                                                 
                                  
    Colorado                0-8299                         84-0681531
  (State  of            (Commission                      (IRS   Employer
  Incorporation)        File Number)                    Identification No.)
  
              CAMELOT PLACE 17770 Preston Road,Dallas, Texas   75252
                (Address  of  Principal  Executive Offices)
  
  Registrant's telephone number, including area code:   (972)  733-3005
  
  ITEM 2.   Acquisition or Disposition of Assets
  
  Registrant   accepted   a  stock  subscription   for   53,811,780
  restricted Preferred Shares, Series J by Adina, Inc., a Delaware public
  company.  Adina  paid for  the  subscription with the transfer of 6,029,921
  restricted common  shares of Alexander Mark Investments (USA), Inc. ("AMI").
  AMI owns 57% of Meteor Technology plc a public U.K. Company which
  has  two operating subsidiaries, DigiPhone International Ltd. and
  Meteor  Payphones, Ltd.  35,688,560 of the Preferred  Shares  are
  issued  upon closing and 18,123,220 of the Preferred  Shares  are
  issued  upon the issuance of new common shares of the  Registrant
  on   a  one  for  one  basis.   The  Preferred  Shares  are  non-
  convertible,  non-yielding,  have a preference  over  the  common
  shares  but  subordinate to the outstanding Preferred Shares  and
  have one vote per share voting with the common shares.
  
  ITEM 7.   Exhibits
  
       (10) Material Contracts
                    a)   Subscription  Agreement  between   Camelot
             Corporation and Adina, Inc.
  
       (28)      *a)  Financial Statements in accordance with Regulation
         S-X.
       
                   *b)  Pro  Forma  Statements  in  accordance  with
       Regulation S-X.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities and Exchange  Act
  of  1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned thereunto duly authorized.
  
                       CAMELOT CORPORATION
  
                          By:/s/Jeanette Fitzgerald
                           Jeanette Fitzgerald
                           Vice President and General Counsel
  
  Dated:  May 29, 1997
  
  *Exhibits to be filed within sixty days of this filing.
                               EXHIBIT
                                  
  Subscription  Agreement  between Camelot Corporation  and  Adina,
  Inc.