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.