CAMELOT CORP
10-K/A, 1995-08-31
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549


                                     FORM 8


                       Amendment to Application or Report
                  Filed Pursuant to Section 12, 13, or 15(d) of
                       The Securities Exchange Act of 1934



                                    CAMELOT CORPORATION                         
       
               (Exact name of registrant as specified in charter)


                               AMENDMENT NO.  1  

     The undersigned  registrant hereby  amends the  following items,  financial
statements, and  other portions  of its Form  10-K dated April  30, 1995  as set
forth in the pages attached hereto.

          Item  12.  Security   Ownership  of  Certain  Beneficial   Owners  and
Management


     Pursuant to  the requirements of  the Securities Exchange Act  of 1934, the
registrant has duly  caused this  amendment to be  signed on its  behalf by  the
undersigned, thereunto duly authorized.



                              CAMELOT CORPORATION
                                   (Registrant)


Date   8/29/95                  By:    /s/Jeanette Fitzgerald                   
                              (Signature)

                              Jeanette Fitzgerald
                              Vice President and General Counsel

<PAGE>
Item 12.  Security Ownership of Certain Beneficial Owners and Management

          The following table  sets forth as of July 25,  1995 information known
to the management of  the Company concerning the beneficial ownership  of Common
Stock by  (a) each person who is known by the Company to be the beneficial owner
of more than five  percent of the shares  of Common Stock outstanding, (b)  each
director  at  that  time,  of  the Company  (including  principal  directors  of
subsidiaries) owning  Common Stock, and  (c) all  directors and officers  of the
Company (including principal directors of subsidiaries) as a group (3 persons).

Name and Address of              Amount and Nature of          Percent
Beneficial Owner                Beneficial Ownership          of Class

Daniel Wettreich                       6,514,665  (1)(2)(3)       41.3%
17770 Preston Road
Dallas, Texas 75252

Jeanette P. Fitzgerald                   182,000  (4)                 *
17770 Preston Road
Dallas, Texas 75252

Allan Wolfe                               30,000  (5)                 *
390 South River Road
Suite 5
Bedford, New Hampshire  03110

All Officers and Directors             6,726,665  (1)(2)(3)(4)(5) 41.4%  
as a group (3 persons)

* Under 1%

The Wettreich Heritage Trust             920,499                   5.8%
17770 Preston Road
Dallas, Texas 75252

Zara Wettreich, Separate Property      1,494,166                   9.4%
17770 Preston Road
Dallas, Texas 75252

Forme Capital, Inc.                    2,650,000  (3)             16.8%
17770 Preston Road
Dallas, Texas  75252

Robert Naft                              990,000                   7.8%
5000 Dufferin Street
Unit K
Downsview, Ontario
Canada  M3H 5T5               

     (1)    920,499 of  these shares are in the name of Zara Wettreich (the wife
of Mr. Wettreich)  and Hermina,  Inc., (a company  of which Mr.  Wettreich is  a
director and officer)  as trustees of The Wettreich Heritage  Trust ("Trust"), a
Texas trust whose beneficiaries are the children of  Mr. Wettreich. 1,494,166 of
these shares are owned by the wife  of Mr. Wettreich, as her separate  property.
450,000  of these  shares are  owned  by Wettreich  Financial Consultants,  Inc.
("WFC"), a  company owned by the wife and children of Mr. Wettreich.  650,000 of
these shares are owned by Forme Capital, Inc., ("Forme"), a company of which Mr.
Wettreich is  a  director and  officer.     Mr. Wettreich  has  disclaimed   any
beneficial interest in the shares owned by his wife, Trust, WFC, and Forme. 

     (2)    Includes  an option  to  purchase  1,000,000 shares  granted  to Mr.
Wettreich, which option is not exercised.

     (3)    Includes  an option  granted    to Forme  Capital,  Inc.,  a company
affiliated with Mr. Wettreich, to purchase 2,000,000 shares, which option is not
exercised.

     (4)    Includes an  option to purchase 175,000  shares granted to  Jeanette
Fitzgerald, which option is not exercised.

     (5)    Includes an option to purchase 20,000 shares granted to Allan Wolfe,
which option is not exercised.



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