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
  
  
  
                              ADINA , INC.
       (Exact Name of Registrant as Specified in its Charter)
                                  
                                  
                                  
                                  
    Delaware                  33-19435                    75-2233445
  (State  of               (Commission                   (IRS Employer
  Incorporation)           File Number)              Identification No.)
  
  
  
  
             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
  
        On May 20, 1997 Registrant subscribed 53,811,780 restricted
  Preferred  Shares, Series J Camelot Corporation ("Camelot")  with
  payment by the transfer of 6,029,921 restricted common shares  of
  Alexander Mark Investments (USA), Inc. to Camelot.  35,688,560 of
  the  Preferred Shares were issued upon execution of the Agreement
  and  18,123,220  are  issuable  as deferred  consideration.   The
  deferred  consideration will be issued as new  common  shares  of
  Camelot  are  issued  in  such a manner so  that  the  additional
  Preferred  Shares are issued at the same time  and  in  the  same
  quantity as any new common shares.  The Preferred Shares have one
  vote  per  share  and  vote  with  the  common  shares,  are  non
  convertible,  non-yielding  and are  subordinate  to  outstanding
  preferred  shares but have a liquidation preference  over  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)    The   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.
  
                       ADINA, INC.
  
  
  
  
                        By:/s/ Robert Gregory
                           Robert Gregory
                           Director
  
  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": "ADINA INC", "cik": "0000826773", "assigned-sic": "6799", "irs-number": "752233445", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19322", "film-number": "97617127"}, "business-address": {"street1": "17770 PRESTON RD", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "2147333005"}, "mail-address": {"street1": "17770 PRESTON RD", "city": "DALLAS", "state": "TX", "zip": "75252"}}
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
  
                              ADINA , INC.
       (Exact Name of Registrant as Specified in its Charter)
                                  
                                  
                                  
                                  
    Delaware                  33-19435                    75-2233445
  (State  of               (Commission                   (IRS Employer
  Incorporation)           File Number)              Identification No.)
  
             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
  
        On May 20, 1997 Registrant subscribed 53,811,780 restricted
  Preferred  Shares, Series J Camelot Corporation ("Camelot")  with
  payment by the transfer of 6,029,921 restricted common shares  of
  Alexander Mark Investments (USA), Inc. to Camelot.  35,688,560 of
  the  Preferred Shares were issued upon execution of the Agreement
  and  18,123,220  are  issuable  as deferred  consideration.   The
  deferred  consideration will be issued as new  common  shares  of
  Camelot  are  issued  in  such a manner so  that  the  additional
  Preferred  Shares are issued at the same time  and  in  the  same
  quantity as any new common shares.  The Preferred Shares have one
  vote  per  share  and  vote  with  the  common  shares,  are  non
  convertible,  non-yielding  and are  subordinate  to  outstanding
  preferred  shares but have a liquidation preference  over  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)    The   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.
  
                       ADINA, INC.
  
                        By:/s/ Robert Gregory
                           Robert Gregory
                           Director
  
  Dated:  May 29, 1997
  
  *Exhibits to be filed within sixty days of this filing.
                               EXHIBIT
                                  
  Subscription  Agreement  between Camelot Corporation  and  Adina,
  Inc.