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 for a total of $3,590,000 before
selling expenses 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 16, 1996 Vice President
