CAMELOT CORP
8-K/A, 1998-06-03
PREPACKAGED SOFTWARE
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               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  22,
1998



CAMELOT CORPORATION
   (Exact Name of Registrant as Specified in its Charter)
                              
                              
                              
                              
   Colorado            0-8299             84-0681531
(State   of         (Commission        (IRS Employer
Incorporation)      File Number)        Identification No.)


   2415 Midway Suite 115, Carrollton, Texas  75006
         (Address of Principal Executive Offices)


  CAMELOT PLACE 17770 Preston Road, Dallas, Texas   75252
       (Former address of Principal Executive Offices)

Registrant's telephone number, including area code:(972)733-3005
<PAGE>

ITEM 4. CHANGE IN ACCOUNTANTS


Lane   Gorman  Trubitt,  L.L.P. has been  dismissed  as  the
Company's  independent  auditors  effective  May  22,  1998.
During  the past three years the accountant's report on  the
financial  statements of the Registrant did not  contain  an
adverse  opinion  or  a disclaimer of  opinion  nor  was  it
qualified  or  modified  to  uncertainty,  audit  scope   or
accounting principles.

During  the past three years, and the interim period  ending
May  22,  1998,  there  were  no disagreements  between  the
Company  and the auditors regarding any matter of accounting
principles or practices, financial statement disclosure,  or
auditing  scope  or  procedure.   The  Registrant  has  been
informed there is a letter being sent to the Registrant from
Lane Gorman Trubitt, L.L.P. addressed to the Securities  and
Exchange  Commission stating that they agree with the  above
statements.

Larry  O'Donnell, CPA has been appointed effective  May  22,
1998 to act as the auditor for the Registrant.


ITEM 7. EXHIBITS

Exhibit
16. Letter regarding change in accountants.



                           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.

                         CAMELOT CORPORATION


                         By:  /s/ Daniel Wettreich
                              Daniel Wettreich
                              CEO
Dated: 5/27/98



          [Letterhead of Lane Gorman Trubitt, LLP]
                              
                              
                        May 26, 1998


Securities and Exchange Commission
Washington, DC  20549

We  were  previously the independent accountants for Camelot
Corporation,  and  on  July  7, 1997,  we  reported  on  the
consolidated financial statements of Camelot Corporation and
subsidiaries as of and for the three years ended  April  30,
1997.   On  May  22, 1998, we were dismissed as  independent
accountants of Camelot Corporation.

We have read Camelot Corporation's statements included under
Item 4 of its Form 8-K dated May 22, 1998, and we agree with
such statements.


                       /s/   LANE  GORMAN  TRUBITT,L.L.P.
                              LANE GORMAN TRUBITT, L.L.P.



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