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)           December 5, 1996
  
  
                          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 9. Sales of Equity Securities Pursuant to Regulation S.
  
  On  December  6,  1996 Registrant sold 3,590,000 Convertible  Preferred  Shares,
  Series  I in reliance on Regulation S to overseas institutional investors.   The
  shares  are  eligible for conversion, but not required to  be  converted   on  a
  staggered  basis,  on  the  45th, 80th and 115th day after  the  purchase.   The
  exercise  price  is a discount from the market price at the time  of  conversion
  with a floor.
  
  
                                     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: December 10, 1996                   Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2016}]
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": "96679603"}, "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)           December 5, 1996
  
                          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 9. Sales of Equity Securities Pursuant to Regulation S.
  
  On  December  6,  1996 Registrant sold 3,590,000 Convertible  Preferred  Shares,
  Series  I in reliance on Regulation S to overseas institutional investors.   The
  shares  are  eligible for conversion, but not required to  be  converted   on  a
  staggered  basis,  on  the  45th, 80th and 115th day after  the  purchase.   The
  exercise  price  is a discount from the market price at the time  of  conversion
  with a floor.
  
                                     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: December 10, 1996                   Vice President