SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    Form S-8
                                        
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                        
                               Camelot Corporation
               (Exact name of registrant as specified in charter)

Colorado                                     84-0691531
(State of Incorporation)                     (I.R.S. No.)

                     17770 Preston Rd, Dallas, Texas  75252
          (Address of principal executive offices, including zip code)
                                        
                        1996 Stock Option Incentive Plan
                            (Full title of the Plan)
                                        
                            Jeanette Fitzgerald, Esq.
                         Vice President, General Counsel
                               Camelot Corporation
                     17770 Preston Rd, Dallas, Texas  75252
                     (Name and address of agent for service)
                                        
                                  (972)733-3005
          (Telephone number, including area code, of agent for service)
<TABLE>
<S>       <C>            <C>       <C>            <C>
                         CALCULATION OF REGISTRATION FEE
Title          Amount to be   Proposed  Proposed maximum    Amount of
of             registered *   maximum   aggregate          registration
securities                    offering  offering price *    fee *
to be                         price per
registered                    share *

Camelot
Corporation,
Common Stock,  200,000   $4.00          $800,000       $275.80
par value
$.010 per share
</TABLE>


      *The  200,000 shares being registered represent the approximate number  of
shares  awardable  in 1996 under the Plan described herein, as estimated  solely
under  the Securities Act of 1933, the offering price and registration fee  have
been  calculated on the basis of the exercise price of the options awarded under
the Plan described herein, which was $4.00.






                                     PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

      Note:   The  document(s) containing the employee benefit plan  information
required  by Item 1 of this Form and the statement of availability of Registrant
information, employee benefit plan information and employee benefit plan  annual
reports  and other information required by Item 2 of this Form will be  sent  or
given to participants as specified by Rule 428.  In accordance with Rule 428 and
the  requirements of Part I of Form S-8, such documents are not being filed with
the  Securities and exchange Commission ("Commission") either as  part  of  this
Registration Statement or as prospectuses or prospectus supplements pursuant  to
Rule 424.  Registrant shall maintain a file of such documents in accordance with
the  provisions of Rule 428.  Upon request, the Registrant shall furnish to  the
Commission  or  its staff a copy or copies of all of the documents  included  in
such file.

                                     PART II
                                        
              INFOFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of documents by reference.

      The  following documents, which Camelot Corporation ("Camelot") has  filed
with  the Commission pursuant to the Securities Exchange Act of 1934, as amended
("Exchange  Act"), are incorporated by reference in this Registration  Statement
and shall be deemed to be a part hereof:

     a)   Camelot's 1997 Report on Form 10-K for the fiscal year ended April 30,
       1997; and
     b)   Camelot's Current Reports on Form 8-K dated May 20, 1997.

      All  documents subsequently filed by the Company or the Plan  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing  of
a  post-effective amendment which indicates that all securities  offered  hereby
have been sold or which deregisteres all securities then remaining unsold, shall
be  deemed to be incorporated by reference in this Registration Statement and to
be at the date of filing of such documents.

      Any  statement contained in this Registration Statement or in  a  document
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 subsequently filed amendment to  this  Registration
Statement  or  in  any document that is subsequently incorporated  by  reference
herein  modifies  or supersedes such statement.  Any statement  so  modified  or
superseded  shall deemed, except as so modified or superseded, to  constitute  a
part of this Registration Statement.



EXPERTS

      The  consolidated financial statements of Camelot Corporation included  in
Camelot's Annual Report on Form 10-K for its fiscal years ended April 30,  1997,
1996 and 1995 have been incorporated by reference in this Registration Statement
in  reliance  on the report of Lane, Gorman, Trubitt,L.L.P.
independent  accountants,given on the authority of said firm as experts in 
auditing and accounting.

     Item 4.   Description of Securities.

     Not Applicable.

     Item 5.   Interests of Named Experts and Counsel.

      Ms.  Fitzgerald is an officer and director of Camelot, owns  1,500  common
shares  of  the  Company and has options granted to her under  the  plan  to  be
registered.

     Item 6.   Indemnification of Directors and Officers.

      Pursuant  to  the  Colorado General Corporation Law,  a  corporation   may
indemnify and person who was or is a party or is threatened to be made  a  party
to  any action, suit, or proceeding (other than an action by or in the right  of
the  corporation)  by reason of the fact that he is or was a director,  officer,
employee or agent of the corporation or is or was serving at the request of  the
corporation  as  a director, officer, employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise  against   expenses
(including  attorney's fees), judgments, fines and amounts paid  in  settlement,
act reasonable incurred by faith and in a manner he reasonably believed to be in
or  not  opposed to the best interests of the corporation, and, with respect  to
any  criminal  action  or proceeding, had no reasonable  cause  to  believe  his
conduct was unlawful.  In an action by or in the right of the corporation,  such
corporation  may  indemnify  any  such  person  against  expenses  actually  and
reasonably incurred by him in connection with the defense or settlement of  such
action  or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no  indemnification shall be made in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation unless and only to
the  extent  that  the  court in which such action or  suit  was  brought  shall
determine  that,  despite  the adjudication of liability  but  in  view  of  the
circumstances  of  the  case, such person is fairly and reasonably  entitled  to
indemnity   for   such   expenses,   which  the   court   shall   deem   proper.
Indemnification, unless ordered by the court, shall be made by  the  corporation
only   as   authorized   in  the  specific  case  upon  a   determination   that
indemnification of such person is proper in the circumstances because he has met
the applicable standard of conduct.  Such determination is made (1) by the board
of  directors  by  a  majority  vote  of a quorum  consisting  of  disinterested
directors, or (2) by independent legal counsel in a written opinion, or  (3)  by
the stockholders.

To  the extent that a director, officer, employee or agent of a corporation  has
been  successful  on  the merits or otherwise in defense  of  any  such  matter,
Colorado  law permits the corporation to indemnify him against expenses actually
and reasonably incurred by him in his defense.  Further, expenses may be paid by
the corporation in advance of final disposition of the matter upon receipt of an
undertaking  by  or on behalf of such director, officer, employee  or  agent  to
repay  such amount if it shall ultimately be determined that he is not  entitled
to  be  indemnified.  Such indemnification and advancement of  expenses  is  not
deemed  exclusive  of any other right to which a director or  officer  might  be
entitled  under  any  by-law, agreement, vote of stockholders  or  disinterested
directors  or otherwise.  Colorado law also empowers a corporation  to  purchase
and  maintain  insurance  on  behalf of any  person  who  might  be  indemnified
thereunder whether or not the corporation would have the power to indemnify  him
against such liability under such Colorado law.

      Camelot  has  in  effect  an  amendment to  its  Restated  Certificate  of
Incorporation,  providing  for  indemnification  of  certain  persons  including
directors and officer of Camelot or a subsidiary corporation, partnership, joint
venture, trust or other enterprise.

     Item 7.   Exemption from Registration Claimed.

     Not Applicable.

     Item 8.   Exhibits.

     The Exhibits are listed in the Index to Exhibits immediately preceding the
Exhibits.

 Item 9.   Undertakings.

  a)   The undersigned Registrant hereby undertakes:

          (1)  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;
               (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;
               (iii)     To include any material information with respect to the
                plan of distribution not previously disclosed in the Registra-
                tion Statement or any material change to such information in the
                Registration Statement;

provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do 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 Securities Exchange Act of 1934  that  are
incorporated by reference in the Registration Statement.

2)   That, for the purpose of determining any liability under the Securities Act
      of 1933, each such post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered therein, and the
      offering be deemed to be the initial bona fide offering thereof.
          
3)  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.
          
b)The  undersigned Registrant hereby undertakes that, for  purposes  of
   determining any liability under the Securities Act of 1933,each filing of the
   Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee  benefit plan's annual report pursuant to Section 15(d)  of  the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   Registration Statement 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)Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, 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 Act and is,
  therefore unenforceable. In the event that a claim for indemnification against
 such liabilities (other than the payment of 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 Act 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 Dallas, State of Texas, on August 27, 1997.

                              CAMELOT CORPORATION


                              By: /s/ Daniel Wettreich
                                      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 date indicated.

Signature                     Title                         Date

Daniel Wettreich    Chairman and Chief Executive Officer,   8-27-97
                    Director

Jeanette Fitzgerald Vice President and General Counsel,     8-27-97
                    Director

Allan Wolfe         Director                                8-27-97

Bruce Baldwin       Director                                8-27-97

Robert Gregory      Vice President of Finance               8-27-97
<PAGE>
                                INDEX TO EXHIBITS

Exhibit No.              Description

4              Camelot Corporation 1996 Stock Option Incentive Plan.
               
5              Opinion and consent of Jeanette Fitzgerald, Esq., Vice
               President and General Counsel of Camelot Corporation

23   (a)       Consent of Lane Gorman Trubitt, L.L.P.

     (b)       The consent of Jeanette Fitzgerald, Esq. Is contained
               in her opinion filed as Exhibit 5.
<PAGE>
EXHIBIT 4
<PAGE>
                               CAMELOT CORPORATION
                                        
                        1996 Stock Option Incentive Plan
                                        
                                        
      1.    PURPOSES.  The principal purposes of the 1996 Stock Option Incentive
Plan  (the  "Plan")  are to provide long-term incentives in the  form  of  stock
options  to  those persons with significant responsibility for the  success  and
growth  of  Camelot Corporation and its subsidiaries, affiliates, divisions  and
other businesses in which it has a substantial financial interest, to assist the
Company in attracting and retaining key employees on a competitive basis, and to
associate the interests of such employees with those of Camelot `s shareholders.

      2.    DEFINITIONS.   Unless the context clearly indicates  otherwise,  the
following  terms,  when  used in this Plan, shall have the  meanings  set  forth
below:
           (a)   "Common Stock" or "Stock" means Camelot Common Stock, par value
     $.010 per share.
           (b)   "Committee" means the Compensation Committee of  the  Board  of
     Directors  of  Camelot,  as  appointed from time  to  time  by  the  Board,
     consisting of two or more outside, disinterested members of the Board.
           (c)   "Company" means Camelot Corporation, its divisions, direct  and
     indirect subsidiaries, affiliates and other businesses with which it has  a
     substantial financial interest.
          (d)  "Fair Market Value" means an amount equal to the mean of the high
     and low sales prices for Common Stock as reported on the composite tape for
     securities  listed on the New York Stock Exchange, on the date in  question
     (or,  if no sales of Stock were made on said Exchange on such date, on  the
     next preceding day on which sales were made on such Exchange), carried  out
     to four decimal places.
           (e)  "Grant Date" means the date an Option is granted under the Plan.
     The  date of grant of an Option shall be the date as of which the Committee
     determines that such Option shall become effective.
           (f)   "Option" or "Stock Option" means a right granted under the Plan
     to  purchase  a  share  of Camelot Common Stock at  a  fixed  price  for  a
     specified period of time.
           (g)   "Option  Exercise Price" means the price at which  a  share  of
     Common Stock covered by an Option granted hereunder may be purchased.
           (h)   "Optionee"  means an eligible employee of the Company  who  has
     received a Stock Option granted under the Plan.
          (i)  "Camelot" means Camelot Corporation, a Colorado corporation.
          (j)  "Retirement" means termination from employment by the Company for
     reasons  other than death after the employee has fulfilled the requirements
     for  either  a normal, early or disability retirement pension, as   defined
     under  the Company's retirement program applicable to such employee at  the
     date of termination of employment.
           (k)   "Totally  Disabled" shall have the meaning  set  forth  in  the
     Company's   long-term  disability  program  applicable  to  U.S.   salaried
     employees.

      3.    ADMINISTRATION OF THE PLAN.  The Plan shall be administered  by  the
Committee,  which  shall have all the powers vested in it by the  terms  of  the
Plan,  including, but not limited to, authority to determine the persons  to  be
granted  Options under the Plan, to determine the size and applicable terms  and
conditions  of  grants to be made to such persons, to determine  the  time  when
Options  will be granted and any conditions which must be satisfied by employees
before  an  award  is  made, to amend the exercise price of  previously  granted
options  under the plan, to determine when Options may be exercised and  whether
they  may  be  deferred,  to determine whether an award  should  be  reduced  or
eliminated, and to authorize grants to eligible persons.

      The  Committee  shall  have  full power and authority  to  administer  and
interpret  the Plan and to adopt such rules, regulations, agreements, guidelines
and  instruments  for  the administration of the Plan  as  the  Committee  deems
necessary  or advisable.  The Committee's interpretations of the Plan,  and  all
actions  taken  and determinations made by the Committee concerning  any  matter
arising under or with respect to the Plan or any Options granted hereunder shall
be  final,  binding and conclusive on all parties concerned, including,  without
limitation, Optionees, the Company, its employees, Camelot and its shareholders.

     4.   ELIGIBILITY.  All Company employees who hold positions graded at Level
12, 13, 14, or 15, or the equivalent, on a Grant Date are eligible to be granted
Options  under  the  Plan. Notwithstanding the foregoing,  no  employee  may  be
granted  Options  which, if exercised in the aggregate,  would  result  in  that
employee  receiving more than 10% of the maximum number of shares available  for
issuance under the Plan unless their exercise price is equivalent to 110% of the
Fair  Market Value of the Common Stock on the date of Grant or as later  amended
by the Committee.

      5.    AWARDS.  Stock Options will be granted annually in July of each year
in  amounts determined from time to time by the Committee.  The amounts may vary
by  grade  level.   All  Options granted under the Plan shall  be  evidenced  by
agreements containing such terms and conditions (not inconsistent with the Plan)
as the Committee may determine, subject to the following:
           (a)  Option Exercise Price.  The Option Exercise Price shall be equal
     to  the  Fair  Market Value of a share of Common Stock on  the  Grant  Date
     unless the Optionee shall be granted more than 10% of the maximum number of
     shares  available  for issuance under the Plan in which case  the  exercise
     price  shall be equivalent to 110% of the Fair Market Value of  the  Common
     Stock on the date of Grant or as later amended by the Committee..
           (b)  Term.  Unless terminated earlier in accordance with their terms,
     Options will expire on the 10th year after the date of their grant.
           (c)   Exercisability.  Options shall vest and become  exercisable  on
     terms  as  set out in the option grant.  Once exercisable, Options  may  be
     exercised until the expiration of their term.  Fractional Options  may  not
     be  exercised and no fractional shares shall be purchasable or  deliverable
     under the Plan.
          (d)  Termination of Employment, Death, Total Disability or Retirement.
     All options shall automatically expire upon, and no Option may be exercised
     after,  the  termination  of the Optionee's employment  with  the  Company,
     provided,  however,  that  if such termination  occurs  by  reason  of  the
     Optionee's  death,  Total  Disability or Retirement,  then  the  Optionee's
     designated  beneficiary (or, if none, his or her legal representative),  in
     the  event of death, or the Optionee, in the event of Retirement  or  Total
     Disability,  shall  be  vested with and have the  right  to  exercise  that
     portion  of  the  Options which is in proportion to the  Optionee's  active
     service  during  the vesting period.  Such Options may be exercised  during
     the remaining term of the Options.
           (e)  Buy-out of Option Gains.  The Committee shall have the right, at
     any  time,  in  its sole discretion and without the consent of  the  holder
     thereof, to cancel a Stock Option and pay to the holder the excess  of  the
     Fair  Market  Valued of the shares covered by such Option over  the  Option
     Exercise  Price  for  such  Option as of the date  the  Committee  provides
     written  notice of its intention to exercise this right.  Payments of  buy-
     out  amounts may be made in cash, in shares of Common Stock, or  partly  in
     cash  and  partly  in  Common  Stock, as  the  Committee  deems  advisable.
     Payments  of  any such buy-out amounts shall be made net of any  applicable
     foreign, federal (including FICA), state and local withholding taxes.
           (f)   Misconduct.   In the event that an Optionee has  (i)  used  for
     profit  or  disclosed to unauthorized persons, confidential information  or
     trade  secrets of the Company, (ii) breached any contract with or  violated
     any  fiduciary obligation to the Company, (iii) engaged in unlawful trading
     in  the  securities of Camelot or of another company based  on  information
     gained as a result of that Optionee's employment with the Company, or  (iv)
     committed a felony or other serious crime, then that Optionee may,  at  the
     option  of  the  Company,  forfeit all rights to  any  unexercised  Options
     granted under the Plan and in such event all of that Optionee's outstanding
     Options shall automatically terminate and lapse.
           (g)  Assignment or Transfer.  Unless the Committee shall specifically
     determine  otherwise, during an Optionee's lifetime,  his  or  her  Options
     shall not be transferable and shall only be exercisable by the Optionee and
     any  purported transfer shall be null and void.  No Option, nor any  rights
     or interests therein, shall be assignable or transferable except by will or
     the laws of descent and distribution.

     6.   FOREIGN EMPLOYEES.  Without amending the Plan, the Committee may grant
Options  to  eligible  employees who are foreign nationals  on  such  terms  and
conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes  of  the Plan, and, in furtherance, of such purposes the Committee  may
make such modifications, amendments, procedures, subplans and the like as may be
necessary  or advisable to comply with provisions of laws in other countries  in
which the Company operates or has employees.

      7.    EXERCISING OPTIONS.  To exercise an Option, the holder thereof shall
give  notice  of  his  or her exercise to Camelot or its agent,  specifying  the
number  of  shares of Common Stock to be purchased and identifying the  specific
Options that are being exercised.  From time to time the Committee may establish
procedures  relating  to  effecting such exercises.  An  Option  is  exercisable
during  an Optionee's lifetime only by the Optionee, provided, however, that  in
the  event  the  Optionee is incapacitated and unable to exercise Options,  such
Options   may   be   exercised  by  such  Optionee's   legal   guardian,   legal
representative,  fiduciary  or other representative  whom  the  Committee  deems
appropriate based on applicable facts and circumstances.

      8.    PAYMENT OF OPTION EXERCISE PRICE.  The Option Exercise Price for the
Options  being exercised must be paid in full at time of issuance of the  Common
Stock.  Payment  may  be  by means of cash, or at the  sole  discretion  of  the
Company, marketable securities or a note.   In addition, in order to enable  the
Company  to  meet  any applicable foreign, federal (including FICA),  state  and
local  withholding tax requirements, an Optionee shall also be required  to  pay
the  amount  of tax to be withheld at the time of exercise.  No share  of  Stock
will  be  delivered to any Optionee until all such amounts have been paid.   The
obligation  of  Camelot  to deliver cash or Common Stock  shall  be  subject  to
currency or other restrictions imposed by any government.

     9.   SHARES OF STOCK SUBJECT TO THE PLAN.  The shares that may be delivered
or purchased under the Plan shall not exceed an aggregate of 8,000,000 shares of
Common  Stock, subject to any adjustments which may be made pursuant to  Section
10  hereof.  Shares of Stock used for purposes of the Plan may be either  shares
of  authorized  but  unissued Common Stock or treasury shares  or  both.   Stock
covered  by Options which have terminated or expired prior to exercise  or  have
been surrendered or canceled shall be available for further option hereunder.

      10.   DILUTION AND OTHER ADJUSTMENTS.   In the event of any change in  the
outstanding shares of Common Stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange  of  shares  or
other  similar corporate change, such equitable adjustments may be made  in  the
Plan and the Options granted hereunder as the Committee determines are necessary
or  appropriate, including, if necessary, an adjustment in the number of  shares
and  Option Exercise Prices per share applicable to Options then outstanding and
in  the  number of shares which are reserved for issuance under the  Plan.   Any
such adjustment shall be conclusive and binding for all purposes of the Plan.

      11.  REGISTRATION, LISTING AND QUALIFICATION OF SHARES.  Each Option shall
be  subject to the requirement that if at any time the registration, listing  or
qualification  of  the  shares covered thereby upon any securities  exchange  or
under  any  foreign, federal, state or local law, or the consent or approval  of
any governmental regulatory body, is determined to be necessary or desirable  as
a  condition  of,  or  in connection with, the granting of such  Option  or  the
purchase of shares thereunder, no such Option may be delivered or exercised,  as
the  case  may  be, unless and until such registration, listing,  qualification,
consent  or approval shall have been effected or obtained free of any  condition
not  acceptable  to the Committee.  Any person exercising an Option  shall  make
such  representations  and  agreements  and  furnish  such  information  as  the
Committee  may  request  to assure compliance with the foregoing  or  any  other
applicable legal requirements.

     12.  NO RIGHTS TO OPTIONS OR EMPLOYMENT.  No employee or other person shall
have any claim or right to be granted an Option under the Plan.  Having received
an  Option  under the Plan shall not give an employee any right to  receive  any
other grant under the Plan.  An Optionee shall have no rights to or interest  in
any  Option  except  as set forth herein or in the terms and conditions  of  the
Options.   Neither the Plan nor any action take hereunder shall be construed  as
giving any employee any right to be retained in the employ of the Company.

      13.   RIGHTS  AS SHAREHOLDER.  An Optionee under the Plan  shall  have  no
rights  as  a holder of Common Stock with respect to Options granted  hereunder,
unless  and  until certificates for shares of Common Stock are  issued  to  such
Optionee.

      14.   COSTS AND EXPENSES.  Except as provided in Sections 5 and  8  hereof
with respect to taxes, the costs and expenses of administering the Plan shall be
borne  by  Camelot  and shall not be charged to any grant nor  to  any  employee
receiving a grant.

      15.   PLAN UNFUNDED.  The Plan shall be unfunded.  Except for reserving  a
sufficient number of authorized shares to the extent required by law to meet the
requirements of the Plan, Camelot shall not be required to establish any special
or  separate  fund  or  to make any other segregation of assets  to  assure  the
delivery  of Camelot Common Stock upon exercise of any Option granted under  the
Plan.

      16.  AMENDMENTS.  The Committee may at any time terminate or from time  to
time  amend  the  Plan in whole or in part, but no such action  shall  adversely
affect  any  rights or obligations with respect to any awards  theretofore  made
under the Plan.  With the consent of affected Optionees, the Committee may amend
outstanding  agreements  evidencing awards  under  the  Plan  in  a  manner  not
inconsistent with the terms of the Plan.

      17.   OTHER  ACTIONS.  This Plan shall not restrict the authority  of  the
Committee or of Camelot, for proper corporate purposes, to grant or assume stock
options, other than under the Plan, to or with respect to any employee or  other
person.

      18.   GOVERNING  LAW.   This Plan shall be governed by  and  construed  in
accordance with the laws of the State of Texas.

      19.   EFFECTIVENESS  OF  THE PLAN.  This Plan shall  become  effective  on
October 1, 1996 subject to approval by shareholders at the next annual meeting.
<PAGE>
                                    EXHIBIT 5
<PAGE>
August 27, 1997


Camelot Corporation
17770 Preston Road
Dallas, Texas  75252

Dear Sir or Madam:

      As  Vice President, General Counsel of Camelot Corporation ("Camelot"),  I
have  acted as counsel to Camelot in connection with the Registration  Statement
on Form S-8 (the "Registration Statement") being filed today with the Securities
and  Exchange  Commission  in  connection with the  200,000  shares  of  Camelot
Corporation,  par value $.010 cents per share (the "shares"),  pursuant  to  the
Camelot Corporation 1996 Stock Option Incentive Plan (the "Plan").

      In  connection  with  the opinion set forth below, I  have  examined  such
records  and documents and have made such investigations of law and  fact  as  I
have deemed necessary.

     Based upon the foregoing, it is my opinion that the shares being registered
pursuant to the Registration Statement to which this opinion is an exhibit, when
sold  in  accordance with the terms of the Plan, will be legally  issued,  fully
paid and nonassessable.

      I  hereby  consent  to the filing of this opinion as  an  exhibit  to  the
Registration  Statement and to the use of my name in the Registration  Statement
under the caption "Legal Opinion."  In giving this consent, I do not admit  that
I am in the category of persons whose consent is required under Section 7 of the
Act  or  the  rules  and regulations of the Securities and  Exchange  Commission
thereunder.


                         Very truly yours,

                         /s/Jeanette Fitzgerald
          Jeanette Fitzgerald, Esq.
<PAGE>
EXHIBIT 23 (a)
<PAGE>
               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                        
      We hereby consent to the use in this Registration Statement on Form S-8 of
our  report,  dated  July  7, 1997, with respect to the  consolidated  financial
statements  of  Camelot  Corporation, incorporated by reference  in  the  Annual
Report on Form 10-K and the schedule included in this Annual Report on Form 10-
K  for the years ended April 30, 1997, 1996 and 1995 and to the reference to our
Firm under the caption "Experts" in the Prospectus.

/s/ Lane, Gorman,Trubitt L.L.P.
Dallas, Texas
August 27, 1997
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    Form S-8
                                        
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                        
                               Camelot Corporation
               (Exact name of registrant as specified in charter)

Colorado                                     84-0691531
(State of Incorporation)                     (I.R.S. No.)

                     17770 Preston Rd, Dallas, Texas  75252
          (Address of principal executive offices, including zip code)
                                        
                        1996 Stock Option Incentive Plan
                            (Full title of the Plan)
                                        
                            Jeanette Fitzgerald, Esq.
                         Vice President, General Counsel
                               Camelot Corporation
                     17770 Preston Rd, Dallas, Texas  75252
                     (Name and address of agent for service)
                                        
                                  (972)733-3005
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title          Amount to be   Proposed  Proposed maximum    Amount of
of             registered *   maximum   aggregate          registration
securities                    offering  offering price *    fee *
to be                         price per
registered                    share *

Camelot
Corporation,
Common Stock,  200,000   $4.00          $800,000       $275.80
par value
$.010 per share
*The  200,000 shares being registered represent the approximate number  of
shares  awardable  in 1996 under the Plan described herein, as estimated  solely
under  the Securities Act of 1933, the offering price and registration fee  have
been  calculated on the basis of the exercise price of the options awarded under
the Plan described herein, which was $4.00.

                                     PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

      Note:   The  document(s) containing the employee benefit plan  information
required  by Item 1 of this Form and the statement of availability of Registrant
information, employee benefit plan information and employee benefit plan  annual
reports  and other information required by Item 2 of this Form will be  sent  or
given to participants as specified by Rule 428.  In accordance with Rule 428 and
the  requirements of Part I of Form S-8, such documents are not being filed with
the  Securities and exchange Commission ("Commission") either as  part  of  this
Registration Statement or as prospectuses or prospectus supplements pursuant  to
Rule 424.  Registrant shall maintain a file of such documents in accordance with
the  provisions of Rule 428.  Upon request, the Registrant shall furnish to  the
Commission  or  its staff a copy or copies of all of the documents  included  in
such file.

                                     PART II
                                        
              INFOFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of documents by reference.

      The  following documents, which Camelot Corporation ("Camelot") has  filed
with  the Commission pursuant to the Securities Exchange Act of 1934, as amended
("Exchange  Act"), are incorporated by reference in this Registration  Statement
and shall be deemed to be a part hereof:

     a)   Camelot's 1997 Report on Form 10-K for the fiscal year ended April 30,
       1997; and
     b)   Camelot's Current Reports on Form 8-K dated May 20, 1997.

      All  documents subsequently filed by the Company or the Plan  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing  of
a  post-effective amendment which indicates that all securities  offered  hereby
have been sold or which deregisteres all securities then remaining unsold, shall
be  deemed to be incorporated by reference in this Registration Statement and to
be at the date of filing of such documents.

      Any  statement contained in this Registration Statement or in  a  document
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 subsequently filed amendment to  this  Registration
Statement  or  in  any document that is subsequently incorporated  by  reference
herein  modifies  or supersedes such statement.  Any statement  so  modified  or
superseded  shall deemed, except as so modified or superseded, to  constitute  a
part of this Registration Statement.

EXPERTS

      The  consolidated financial statements of Camelot Corporation included  in
Camelot's Annual Report on Form 10-K for its fiscal years ended April 30,  1997,
1996 and 1995 have been incorporated by reference in this Registration Statement
in  reliance  on the report of Lane, Gorman, Trubitt,L.L.P.
independent  accountants,given on the authority of said firm as experts in 
auditing and accounting.

     Item 4.   Description of Securities.

     Not Applicable.

     Item 5.   Interests of Named Experts and Counsel.

      Ms.  Fitzgerald is an officer and director of Camelot, owns  1,500  common
shares  of  the  Company and has options granted to her under  the  plan  to  be
registered.

     Item 6.   Indemnification of Directors and Officers.

      Pursuant  to  the  Colorado General Corporation Law,  a  corporation   may
indemnify and person who was or is a party or is threatened to be made  a  party
to  any action, suit, or proceeding (other than an action by or in the right  of
the  corporation)  by reason of the fact that he is or was a director,  officer,
employee or agent of the corporation or is or was serving at the request of  the
corporation  as  a director, officer, employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise  against   expenses
(including  attorney's fees), judgments, fines and amounts paid  in  settlement,
act reasonable incurred by faith and in a manner he reasonably believed to be in
or  not  opposed to the best interests of the corporation, and, with respect  to
any  criminal  action  or proceeding, had no reasonable  cause  to  believe  his
conduct was unlawful.  In an action by or in the right of the corporation,  such
corporation  may  indemnify  any  such  person  against  expenses  actually  and
reasonably incurred by him in connection with the defense or settlement of  such
action  or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no  indemnification shall be made in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation unless and only to
the  extent  that  the  court in which such action or  suit  was  brought  shall
determine  that,  despite  the adjudication of liability  but  in  view  of  the
circumstances  of  the  case, such person is fairly and reasonably  entitled  to
indemnity   for   such   expenses,   which  the   court   shall   deem   proper.
Indemnification, unless ordered by the court, shall be made by  the  corporation
only   as   authorized   in  the  specific  case  upon  a   determination   that
indemnification of such person is proper in the circumstances because he has met
the applicable standard of conduct.  Such determination is made (1) by the board
of  directors  by  a  majority  vote  of a quorum  consisting  of  disinterested
directors, or (2) by independent legal counsel in a written opinion, or  (3)  by
the stockholders.

To  the extent that a director, officer, employee or agent of a corporation  has
been  successful  on  the merits or otherwise in defense  of  any  such  matter,
Colorado  law permits the corporation to indemnify him against expenses actually
and reasonably incurred by him in his defense.  Further, expenses may be paid by
the corporation in advance of final disposition of the matter upon receipt of an
undertaking  by  or on behalf of such director, officer, employee  or  agent  to
repay  such amount if it shall ultimately be determined that he is not  entitled
to  be  indemnified.  Such indemnification and advancement of  expenses  is  not
deemed  exclusive  of any other right to which a director or  officer  might  be
entitled  under  any  by-law, agreement, vote of stockholders  or  disinterested
directors  or otherwise.  Colorado law also empowers a corporation  to  purchase
and  maintain  insurance  on  behalf of any  person  who  might  be  indemnified
thereunder whether or not the corporation would have the power to indemnify  him
against such liability under such Colorado law.

      Camelot  has  in  effect  an  amendment to  its  Restated  Certificate  of
Incorporation,  providing  for  indemnification  of  certain  persons  including
directors and officer of Camelot or a subsidiary corporation, partnership, joint
venture, trust or other enterprise.

     Item 7.   Exemption from Registration Claimed.

     Not Applicable.

     Item 8.   Exhibits.

     The Exhibits are listed in the Index to Exhibits immediately preceding the
Exhibits.

 Item 9.   Undertakings.

  a)   The undersigned Registrant hereby undertakes:

          (1)  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;
               (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;
               (iii)     To include any material information with respect to the
                plan of distribution not previously disclosed in the Registra-
                tion Statement or any material change to such information in the
                Registration Statement;

provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do 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 Securities Exchange Act of 1934  that  are
incorporated by reference in the Registration Statement.

2)   That, for the purpose of determining any liability under the Securities Act
      of 1933, each such post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered therein, and the
      offering be deemed to be the initial bona fide offering thereof.
          
3)  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.
          
b)The  undersigned Registrant hereby undertakes that, for  purposes  of
   determining any liability under the Securities Act of 1933,each filing of the
   Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee  benefit plan's annual report pursuant to Section 15(d)  of  the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   Registration Statement 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)Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, 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 Act and is,
  therefore unenforceable. In the event that a claim for indemnification against
 such liabilities (other than the payment of 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 Act 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 Dallas, State of Texas, on August 27, 1997.

                              CAMELOT CORPORATION

                              By: /s/ Daniel Wettreich
                                      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 date indicated.

Signature                     Title                         Date

Daniel Wettreich    Chairman and Chief Executive Officer,   8-27-97
                    Director

Jeanette Fitzgerald Vice President and General Counsel,     8-27-97
                    Director

Allan Wolfe         Director                                8-27-97

Bruce Baldwin       Director                                8-27-97

Robert Gregory      Vice President of Finance               8-27-97
INDEX TO EXHIBITS

Exhibit No.              Description

4              Camelot Corporation 1996 Stock Option Incentive Plan.
               
5              Opinion and consent of Jeanette Fitzgerald, Esq., Vice
               President and General Counsel of Camelot Corporation

23   (a)       Consent of Lane Gorman Trubitt, L.L.P.

     (b)       The consent of Jeanette Fitzgerald, Esq. Is contained
               in her opinion filed as Exhibit 5.
EXHIBIT 4
CAMELOT CORPORATION
                                        
                        1996 Stock Option Incentive Plan
                                        
                                        
      1.    PURPOSES.  The principal purposes of the 1996 Stock Option Incentive
Plan  (the  "Plan")  are to provide long-term incentives in the  form  of  stock
options  to  those persons with significant responsibility for the  success  and
growth  of  Camelot Corporation and its subsidiaries, affiliates, divisions  and
other businesses in which it has a substantial financial interest, to assist the
Company in attracting and retaining key employees on a competitive basis, and to
associate the interests of such employees with those of Camelot `s shareholders.

      2.    DEFINITIONS.   Unless the context clearly indicates  otherwise,  the
following  terms,  when  used in this Plan, shall have the  meanings  set  forth
below:
           (a)   "Common Stock" or "Stock" means Camelot Common Stock, par value
     $.010 per share.
           (b)   "Committee" means the Compensation Committee of  the  Board  of
     Directors  of  Camelot,  as  appointed from time  to  time  by  the  Board,
     consisting of two or more outside, disinterested members of the Board.
           (c)   "Company" means Camelot Corporation, its divisions, direct  and
     indirect subsidiaries, affiliates and other businesses with which it has  a
     substantial financial interest.
          (d)  "Fair Market Value" means an amount equal to the mean of the high
     and low sales prices for Common Stock as reported on the composite tape for
     securities  listed on the New York Stock Exchange, on the date in  question
     (or,  if no sales of Stock were made on said Exchange on such date, on  the
     next preceding day on which sales were made on such Exchange), carried  out
     to four decimal places.
           (e)  "Grant Date" means the date an Option is granted under the Plan.
     The  date of grant of an Option shall be the date as of which the Committee
     determines that such Option shall become effective.
           (f)   "Option" or "Stock Option" means a right granted under the Plan
     to  purchase  a  share  of Camelot Common Stock at  a  fixed  price  for  a
     specified period of time.
           (g)   "Option  Exercise Price" means the price at which  a  share  of
     Common Stock covered by an Option granted hereunder may be purchased.
           (h)   "Optionee"  means an eligible employee of the Company  who  has
     received a Stock Option granted under the Plan.
          (i)  "Camelot" means Camelot Corporation, a Colorado corporation.
          (j)  "Retirement" means termination from employment by the Company for
     reasons  other than death after the employee has fulfilled the requirements
     for  either  a normal, early or disability retirement pension, as   defined
     under  the Company's retirement program applicable to such employee at  the
     date of termination of employment.
           (k)   "Totally  Disabled" shall have the meaning  set  forth  in  the
     Company's   long-term  disability  program  applicable  to  U.S.   salaried
     employees.

      3.    ADMINISTRATION OF THE PLAN.  The Plan shall be administered  by  the
Committee,  which  shall have all the powers vested in it by the  terms  of  the
Plan,  including, but not limited to, authority to determine the persons  to  be
granted  Options under the Plan, to determine the size and applicable terms  and
conditions  of  grants to be made to such persons, to determine  the  time  when
Options  will be granted and any conditions which must be satisfied by employees
before  an  award  is  made, to amend the exercise price of  previously  granted
options  under the plan, to determine when Options may be exercised and  whether
they  may  be  deferred,  to determine whether an award  should  be  reduced  or
eliminated, and to authorize grants to eligible persons.

      The  Committee  shall  have  full power and authority  to  administer  and
interpret  the Plan and to adopt such rules, regulations, agreements, guidelines
and  instruments  for  the administration of the Plan  as  the  Committee  deems
necessary  or advisable.  The Committee's interpretations of the Plan,  and  all
actions  taken  and determinations made by the Committee concerning  any  matter
arising under or with respect to the Plan or any Options granted hereunder shall
be  final,  binding and conclusive on all parties concerned, including,  without
limitation, Optionees, the Company, its employees, Camelot and its shareholders.

     4.   ELIGIBILITY.  All Company employees who hold positions graded at Level
12, 13, 14, or 15, or the equivalent, on a Grant Date are eligible to be granted
Options  under  the  Plan. Notwithstanding the foregoing,  no  employee  may  be
granted  Options  which, if exercised in the aggregate,  would  result  in  that
employee  receiving more than 10% of the maximum number of shares available  for
issuance under the Plan unless their exercise price is equivalent to 110% of the
Fair  Market Value of the Common Stock on the date of Grant or as later  amended
by the Committee.

      5.    AWARDS.  Stock Options will be granted annually in July of each year
in  amounts determined from time to time by the Committee.  The amounts may vary
by  grade  level.   All  Options granted under the Plan shall  be  evidenced  by
agreements containing such terms and conditions (not inconsistent with the Plan)
as the Committee may determine, subject to the following:
           (a)  Option Exercise Price.  The Option Exercise Price shall be equal
     to  the  Fair  Market Value of a share of Common Stock on  the  Grant  Date
     unless the Optionee shall be granted more than 10% of the maximum number of
     shares  available  for issuance under the Plan in which case  the  exercise
     price  shall be equivalent to 110% of the Fair Market Value of  the  Common
     Stock on the date of Grant or as later amended by the Committee..
           (b)  Term.  Unless terminated earlier in accordance with their terms,
     Options will expire on the 10th year after the date of their grant.
           (c)   Exercisability.  Options shall vest and become  exercisable  on
     terms  as  set out in the option grant.  Once exercisable, Options  may  be
     exercised until the expiration of their term.  Fractional Options  may  not
     be  exercised and no fractional shares shall be purchasable or  deliverable
     under the Plan.
          (d)  Termination of Employment, Death, Total Disability or Retirement.
     All options shall automatically expire upon, and no Option may be exercised
     after,  the  termination  of the Optionee's employment  with  the  Company,
     provided,  however,  that  if such termination  occurs  by  reason  of  the
     Optionee's  death,  Total  Disability or Retirement,  then  the  Optionee's
     designated  beneficiary (or, if none, his or her legal representative),  in
     the  event of death, or the Optionee, in the event of Retirement  or  Total
     Disability,  shall  be  vested with and have the  right  to  exercise  that
     portion  of  the  Options which is in proportion to the  Optionee's  active
     service  during  the vesting period.  Such Options may be exercised  during
     the remaining term of the Options.
           (e)  Buy-out of Option Gains.  The Committee shall have the right, at
     any  time,  in  its sole discretion and without the consent of  the  holder
     thereof, to cancel a Stock Option and pay to the holder the excess  of  the
     Fair  Market  Valued of the shares covered by such Option over  the  Option
     Exercise  Price  for  such  Option as of the date  the  Committee  provides
     written  notice of its intention to exercise this right.  Payments of  buy-
     out  amounts may be made in cash, in shares of Common Stock, or  partly  in
     cash  and  partly  in  Common  Stock, as  the  Committee  deems  advisable.
     Payments  of  any such buy-out amounts shall be made net of any  applicable
     foreign, federal (including FICA), state and local withholding taxes.
           (f)   Misconduct.   In the event that an Optionee has  (i)  used  for
     profit  or  disclosed to unauthorized persons, confidential information  or
     trade  secrets of the Company, (ii) breached any contract with or  violated
     any  fiduciary obligation to the Company, (iii) engaged in unlawful trading
     in  the  securities of Camelot or of another company based  on  information
     gained as a result of that Optionee's employment with the Company, or  (iv)
     committed a felony or other serious crime, then that Optionee may,  at  the
     option  of  the  Company,  forfeit all rights to  any  unexercised  Options
     granted under the Plan and in such event all of that Optionee's outstanding
     Options shall automatically terminate and lapse.
           (g)  Assignment or Transfer.  Unless the Committee shall specifically
     determine  otherwise, during an Optionee's lifetime,  his  or  her  Options
     shall not be transferable and shall only be exercisable by the Optionee and
     any  purported transfer shall be null and void.  No Option, nor any  rights
     or interests therein, shall be assignable or transferable except by will or
     the laws of descent and distribution.

     6.   FOREIGN EMPLOYEES.  Without amending the Plan, the Committee may grant
Options  to  eligible  employees who are foreign nationals  on  such  terms  and
conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes  of  the Plan, and, in furtherance, of such purposes the Committee  may
make such modifications, amendments, procedures, subplans and the like as may be
necessary  or advisable to comply with provisions of laws in other countries  in
which the Company operates or has employees.

      7.    EXERCISING OPTIONS.  To exercise an Option, the holder thereof shall
give  notice  of  his  or her exercise to Camelot or its agent,  specifying  the
number  of  shares of Common Stock to be purchased and identifying the  specific
Options that are being exercised.  From time to time the Committee may establish
procedures  relating  to  effecting such exercises.  An  Option  is  exercisable
during  an Optionee's lifetime only by the Optionee, provided, however, that  in
the  event  the  Optionee is incapacitated and unable to exercise Options,  such
Options   may   be   exercised  by  such  Optionee's   legal   guardian,   legal
representative,  fiduciary  or other representative  whom  the  Committee  deems
appropriate based on applicable facts and circumstances.

      8.    PAYMENT OF OPTION EXERCISE PRICE.  The Option Exercise Price for the
Options  being exercised must be paid in full at time of issuance of the  Common
Stock.  Payment  may  be  by means of cash, or at the  sole  discretion  of  the
Company, marketable securities or a note.   In addition, in order to enable  the
Company  to  meet  any applicable foreign, federal (including FICA),  state  and
local  withholding tax requirements, an Optionee shall also be required  to  pay
the  amount  of tax to be withheld at the time of exercise.  No share  of  Stock
will  be  delivered to any Optionee until all such amounts have been paid.   The
obligation  of  Camelot  to deliver cash or Common Stock  shall  be  subject  to
currency or other restrictions imposed by any government.

     9.   SHARES OF STOCK SUBJECT TO THE PLAN.  The shares that may be delivered
or purchased under the Plan shall not exceed an aggregate of 8,000,000 shares of
Common  Stock, subject to any adjustments which may be made pursuant to  Section
10  hereof.  Shares of Stock used for purposes of the Plan may be either  shares
of  authorized  but  unissued Common Stock or treasury shares  or  both.   Stock
covered  by Options which have terminated or expired prior to exercise  or  have
been surrendered or canceled shall be available for further option hereunder.

      10.   DILUTION AND OTHER ADJUSTMENTS.   In the event of any change in  the
outstanding shares of Common Stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange  of  shares  or
other  similar corporate change, such equitable adjustments may be made  in  the
Plan and the Options granted hereunder as the Committee determines are necessary
or  appropriate, including, if necessary, an adjustment in the number of  shares
and  Option Exercise Prices per share applicable to Options then outstanding and
in  the  number of shares which are reserved for issuance under the  Plan.   Any
such adjustment shall be conclusive and binding for all purposes of the Plan.

      11.  REGISTRATION, LISTING AND QUALIFICATION OF SHARES.  Each Option shall
be  subject to the requirement that if at any time the registration, listing  or
qualification  of  the  shares covered thereby upon any securities  exchange  or
under  any  foreign, federal, state or local law, or the consent or approval  of
any governmental regulatory body, is determined to be necessary or desirable  as
a  condition  of,  or  in connection with, the granting of such  Option  or  the
purchase of shares thereunder, no such Option may be delivered or exercised,  as
the  case  may  be, unless and until such registration, listing,  qualification,
consent  or approval shall have been effected or obtained free of any  condition
not  acceptable  to the Committee.  Any person exercising an Option  shall  make
such  representations  and  agreements  and  furnish  such  information  as  the
Committee  may  request  to assure compliance with the foregoing  or  any  other
applicable legal requirements.

     12.  NO RIGHTS TO OPTIONS OR EMPLOYMENT.  No employee or other person shall
have any claim or right to be granted an Option under the Plan.  Having received
an  Option  under the Plan shall not give an employee any right to  receive  any
other grant under the Plan.  An Optionee shall have no rights to or interest  in
any  Option  except  as set forth herein or in the terms and conditions  of  the
Options.   Neither the Plan nor any action take hereunder shall be construed  as
giving any employee any right to be retained in the employ of the Company.

      13.   RIGHTS  AS SHAREHOLDER.  An Optionee under the Plan  shall  have  no
rights  as  a holder of Common Stock with respect to Options granted  hereunder,
unless  and  until certificates for shares of Common Stock are  issued  to  such
Optionee.

      14.   COSTS AND EXPENSES.  Except as provided in Sections 5 and  8  hereof
with respect to taxes, the costs and expenses of administering the Plan shall be
borne  by  Camelot  and shall not be charged to any grant nor  to  any  employee
receiving a grant.

      15.   PLAN UNFUNDED.  The Plan shall be unfunded.  Except for reserving  a
sufficient number of authorized shares to the extent required by law to meet the
requirements of the Plan, Camelot shall not be required to establish any special
or  separate  fund  or  to make any other segregation of assets  to  assure  the
delivery  of Camelot Common Stock upon exercise of any Option granted under  the
Plan.

      16.  AMENDMENTS.  The Committee may at any time terminate or from time  to
time  amend  the  Plan in whole or in part, but no such action  shall  adversely
affect  any  rights or obligations with respect to any awards  theretofore  made
under the Plan.  With the consent of affected Optionees, the Committee may amend
outstanding  agreements  evidencing awards  under  the  Plan  in  a  manner  not
inconsistent with the terms of the Plan.

      17.   OTHER  ACTIONS.  This Plan shall not restrict the authority  of  the
Committee or of Camelot, for proper corporate purposes, to grant or assume stock
options, other than under the Plan, to or with respect to any employee or  other
person.

      18.   GOVERNING  LAW.   This Plan shall be governed by  and  construed  in
accordance with the laws of the State of Texas.

      19.   EFFECTIVENESS  OF  THE PLAN.  This Plan shall  become  effective  on
October 1, 1996 subject to approval by shareholders at the next annual meeting.
EXHIBIT 5
August 27, 1997

Camelot Corporation
17770 Preston Road
Dallas, Texas  75252

Dear Sir or Madam:

      As  Vice President, General Counsel of Camelot Corporation ("Camelot"),  I
have  acted as counsel to Camelot in connection with the Registration  Statement
on Form S-8 (the "Registration Statement") being filed today with the Securities
and  Exchange  Commission  in  connection with the  200,000  shares  of  Camelot
Corporation,  par value $.010 cents per share (the "shares"),  pursuant  to  the
Camelot Corporation 1996 Stock Option Incentive Plan (the "Plan").

      In  connection  with  the opinion set forth below, I  have  examined  such
records  and documents and have made such investigations of law and  fact  as  I
have deemed necessary.

     Based upon the foregoing, it is my opinion that the shares being registered
pursuant to the Registration Statement to which this opinion is an exhibit, when
sold  in  accordance with the terms of the Plan, will be legally  issued,  fully
paid and nonassessable.

      I  hereby  consent  to the filing of this opinion as  an  exhibit  to  the
Registration  Statement and to the use of my name in the Registration  Statement
under the caption "Legal Opinion."  In giving this consent, I do not admit  that
I am in the category of persons whose consent is required under Section 7 of the
Act  or  the  rules  and regulations of the Securities and  Exchange  Commission
thereunder.

                         Very truly yours,

                         /s/Jeanette Fitzgerald
          Jeanette Fitzgerald, Esq.
EXHIBIT 23 (a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                        
      We hereby consent to the use in this Registration Statement on Form S-8 of
our  report,  dated  July  7, 1997, with respect to the  consolidated  financial
statements  of  Camelot  Corporation, incorporated by reference  in  the  Annual
Report on Form 10-K and the schedule included in this Annual Report on Form 10-
K  for the years ended April 30, 1997, 1996 and 1995 and to the reference to our
Firm under the caption "Experts" in the Prospectus.

/s/ Lane, Gorman,Trubitt L.L.P.
Dallas, Texas
August 27, 1997