content: <PAGE>
  
  
                 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)
  September 16, 1997
  
  
                          CAMELOT CORPORATION
  (Exact Name of Registrant as Specified in its Charter)
                                  
                                  
                                  
                                  
     Colorado                 0-8299                     84-0691531
  (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
  
  <PAGE>
  
  Item 5. Other Events.
  
  Registrant has begun meetings and negotiations with a majority of
  the  top  ten  OEM  manufacturers  for  licensing  its  VideoTalk
  product.  A news release is attached as an exhibit.
  
  
  Item 9. Sales of Equity Securities Pursuant to Regulation S.
  
  On September 16, 1997 Registrant sold 100,000 Common shares for a
  total  of  $100,000  before  selling  expenses  in  reliance   on
  Regulation   S   to  an  overseas  non-affiliated   institutional
  investor.
  
  Exhibits
  1. News Release dated September 24, 1997.
  
  
                             SIGNATURES
  
        Pursuant to the requirements of the Securities Exchange Act
  of  1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
  
                                CAMELOT CORPORATION
  
                                BY: /s/ Jeanette Fitzgerald
                                       Jeanette Fitzgerald
  Date: September 27,1997                   Vice President
  
  
  <PAGE>
  
  
  
  
  
  
  Exhibit 1
  
  <PAGE>
                               FOR IMMEDIATE RELEASE
  
              CAMELOT ANNOUNCES VIDEOTALK NEGOTIATIONS
  
  Dallas,  TX,  September 24, 1997 --- Camelot Corporation  (NASDAQ
  Symbol  CAML) announces that it has arranged a series of  one-to-
  one  demonstrations over the next two months with a  majority  of
  the  world's  "top  ten"  PC  manufacturers  to  demonstrate  its
  VideoTalk Internet videoconferencing technology.  The Company  is
  in  negotiations  to  license  VideoTalk  to  Original  Equipment
  Manufacturers for inclusion in their 1998 platforms.
  
  VideoTalk is a complete hardware and software system which,  when
  connected    to    a    multimedia   PC,   enables    full-duplex
  videoconferencing over the Internet and over local and wide  area
  networks.   It uses a PCI plug-and-play add-in card that provides
  high  quality  audio  and  video while  achieving  extremely  low
  processor  load.   VideoTalk does not require a  soundcard  or  a
  video  capture card, and allows communication over  the  Internet
  with only a 28.8 kbps modem.  The unit includes the VideoTalk add-
  in  card,  a  NTSC color video camera, a special version  of  the
  Proficia  telephony handset, and both the VideoTalk and DigiPhone
  2.0  software.  DigiPhone 2.0 is the next generation of  Internet
  telephony software enabling the user to speak with other Internet
  telephony  software.  Proficia is a audio handset which  connects
  to   a  multimedia  PC,  eliminating  the  need  for  a  headset,
  microphone or speakers.
  
  Camelot  Corporation  is  a  holding company  with  interests  in
  technology and telecommunications.
       
                      For information contact:
                         Investor Relations
                          at (972) 733-3005
                  e-mail:  investor@camelotcorp.com
       
  Proficia, DigiPhone, and VideoTalk are all trademarks of  Camelot
  or  its subsidiaries.  All other product names are trademarks  of
  their   respective   companies.   Except   for   the   historical
  information contained herein, the matters discussed in this  news
  release  are  forward  looking statements  that  are  subject  to
  certain  risks and uncertainties that could cause actual  results
  to  differ  materially from those set forth,  including  but  not
  limited  to,  the  impact of global regulation  and  competition,
  Camelot's dependence upon the continued ability to create  and/or
  acquire  products  that  customers will  accept;  the  impact  of
  competition and the changing competitors; the changing nature  of
  regulations  and  the  manner  in  which  they  are  interpreted;
  dependence  on distributors and pricing pressures in addition  to
  normal  economic  and world factors beyond  the  control  of  the
  Company.
  
                                  
                                 ###
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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": "97686458"}, "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)
  September 16, 1997
  
                          CAMELOT CORPORATION
  (Exact Name of Registrant as Specified in its Charter)
                                  
                                  
                                  
                                  
     Colorado                 0-8299                     84-0691531
  (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 5. Other Events.
  
  Registrant has begun meetings and negotiations with a majority of
  the  top  ten  OEM  manufacturers  for  licensing  its  VideoTalk
  product.  A news release is attached as an exhibit.
  
  Item 9. Sales of Equity Securities Pursuant to Regulation S.
  
  On September 16, 1997 Registrant sold 100,000 Common shares for a
  total  of  $100,000  before  selling  expenses  in  reliance   on
  Regulation   S   to  an  overseas  non-affiliated   institutional
  investor.
  
  Exhibits
  1. News Release dated September 24, 1997.
  
                             SIGNATURES
  
        Pursuant to the requirements of the Securities Exchange Act
  of  1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
                                CAMELOT CORPORATION
  
                                BY: /s/ Jeanette Fitzgerald
                                       Jeanette Fitzgerald
  Date: September 27,1997                   Vice President
  Exhibit 1
  FOR IMMEDIATE RELEASE
  
              CAMELOT ANNOUNCES VIDEOTALK NEGOTIATIONS
  
  Dallas,  TX,  September 24, 1997 --- Camelot Corporation  (NASDAQ
  Symbol  CAML) announces that it has arranged a series of  one-to-
  one  demonstrations over the next two months with a  majority  of
  the  world's  "top  ten"  PC  manufacturers  to  demonstrate  its
  VideoTalk Internet videoconferencing technology.  The Company  is
  in  negotiations  to  license  VideoTalk  to  Original  Equipment
  Manufacturers for inclusion in their 1998 platforms.
  
  VideoTalk is a complete hardware and software system which,  when
  connected    to    a    multimedia   PC,   enables    full-duplex
  videoconferencing over the Internet and over local and wide  area
  networks.   It uses a PCI plug-and-play add-in card that provides
  high  quality  audio  and  video while  achieving  extremely  low
  processor  load.   VideoTalk does not require a  soundcard  or  a
  video  capture card, and allows communication over  the  Internet
  with only a 28.8 kbps modem.  The unit includes the VideoTalk add-
  in  card,  a  NTSC color video camera, a special version  of  the
  Proficia  telephony handset, and both the VideoTalk and DigiPhone
  2.0  software.  DigiPhone 2.0 is the next generation of  Internet
  telephony software enabling the user to speak with other Internet
  telephony  software.  Proficia is a audio handset which  connects
  to   a  multimedia  PC,  eliminating  the  need  for  a  headset,
  microphone or speakers.
  
  Camelot  Corporation  is  a  holding company  with  interests  in
  technology and telecommunications.
       
                      For information contact:
                         Investor Relations
                          at (972) 733-3005
                  e-mail:  investor@camelotcorp.com
       
  Proficia, DigiPhone, and VideoTalk are all trademarks of  Camelot
  or  its subsidiaries.  All other product names are trademarks  of
  their   respective   companies.   Except   for   the   historical
  information contained herein, the matters discussed in this  news
  release  are  forward  looking statements  that  are  subject  to
  certain  risks and uncertainties that could cause actual  results
  to  differ  materially from those set forth,  including  but  not
  limited  to,  the  impact of global regulation  and  competition,
  Camelot's dependence upon the continued ability to create  and/or
  acquire  products  that  customers will  accept;  the  impact  of
  competition and the changing competitors; the changing nature  of
  regulations  and  the  manner  in  which  they  are  interpreted;
  dependence  on distributors and pricing pressures in addition  to
  normal  economic  and world factors beyond  the  control  of  the
  Company.
  
                                  
                                 ###