U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549
                                  
                             FORM 10-QSB
                                  
                                  
     (Mark One)

      ____Quarterly  report  under Section  13,  or  15  (d)  of  the
Securities Exchange Act of 1934

     For the quarterly period ended  October 31, 1997

      __Transition report under Section 13 or 15 (d) of the  Exchange
Act

     For the transition period from _______ to _______

     Commission file number          33-19435


                                          ADINA, INC.
 (Exact Name of Small Business Issuer as Specified in Its Charter)


          Delaware                    75-2233445
(State or Other Jurisdiction of    (I.R.S. Employer
 Incorporation or Organization)     Identification No.)

               17770 Preston Road, Dallas, Texas   75252
              (Address of Principal Executive Offices)
                                  
                            (972) 733-3005
          (Issuer's Telephone Number, Including Area Code)
                                  
                                  
   (Former Name, Former Address and Former Fiscal Year, if Changed
                         Since Last Report)


      Check whether the issuer: (1) filed all reports required to  be
filed  by Section 13 or 15(d) of the Exchange Act during the past  12
months  (or for such shorter period that the registrant was  required
to  file  such  reports),  and (2) has been subject  to  such  filing
requirements for past 90 days.
__Yes     _No
               APPLICABLE ONLY TO ISSUERS INVOLVED IN
                 BANKRUPTCY PROCEEDINGS DURING THE
                        PRECEDING FIVE YEARS

      Check  whether the registrant filed all documents  and  reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange Act
after  the  distribution of securities under a plan  confirmed  by  a
court.
__Yes      ___No

                APPLICABLE ONLY TO CORPORATE ISSUERS

      State  the number of shares outstanding of each of the issuer's
classes  of  common  equity,  as  of  the  latest  practicable  date:
14,198,333
                             ADINA, INC .
                                   
                               I N D E X
                                   
                                   
                                                        Page No.

Part I    FINANCIAL INFORMATION (UNAUDITED):

          Item 1.   Consolidated Balance
                    Sheets                                 3

                    Consolidated Statements of
                    Operations                             5

                    Consolidated Statements of
                    Cash Flows                             6

                    Notes to Consolidated
                    Financial Statements                   8

          Items 2.  Management's Discussion
                    and Analysis of Financial
                    Condition and Results of
                    Operations                             9

Part II   OTHER INFORMATION                               11
<PAGE>
                              ADINA, INC.
                                   
                    PART I:  FINANCIAL INFORMATION
                                   
ITEM 1.   Financial Statements

                      CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>                                     <C>            <C>
                                ASSETS
                            (In Thousands)
                                    October 31, 1997   April 30, 1997
                                       (Unaudited)   (Audited/Adjusted)

CURRENT ASSETS
  Cash and cash equivalents               $    2,198.1   $    3,667.7
  Securities available for sale                    -              8.3
  Accounts receivable, net of
   allowance for doubtful accounts
   of $19,947 and $19,947
  at October 31, 1997 and April 30,
   1997                                          548.2          493.8
  Prepaid expenses                                94.5          167.8
  Inventories, net of allowance for
   obsolescence of $630,145 and
    $494,744 at October 31, 1997
     and April 30, 1997                          512.6          644.2
       Total current assets                    3,353.4        4,981.8

PROPERTY, PLANT AND EQUIPMENT - AT COST
  Office equipment and fixtures                2,092.2        2,055.8
  Leasehold improvements                          64.2           64.2
  Less accumulated depreciation                 (922.5)        (800.7)
   Total property, plant and equipment
       - at cost                               1,233.9        1,319.3

OTHER ASSETS
  Note receivable-officer, net of allowance
     of $889,000                               1,025.2          968.2
  Preferred stock - related party                530.9          530.9
  Licenses and product development, net of
     $38,385 and $31,000 accumulated
     amortization at October 31, 1997
     and April 30, 1997                        1,070.8          421.5
  Other                                           50.0           23.1
     Total other assets                        2,676.9        1,943.7

                                          $    7,264.2   $    8,244.8
</TABLE>

<PAGE>
                              ADINA, INC.
                                   
                CONSOLIDATED BALANCE SHEETS (continued)
                                   
                 LIABILITIES AND STOCKHOLDERS' EQUITY
                            (In Thousands)
<TABLE>
<S>                                       <C>            <C>
                                       October 31, 1997April 30, 1997
                                          (Unaudited) (Audited/Adjusted)

CURRENT LIABILITIES
  Accounts payable                        $    2,411.4   $    2,642.8
  Accrued expenses                               180.8          223.0
     Total current liabilities                 2,592.2        2,848.9

  Notes payable                                  800.0
  Non Affiliate Interest                       2,450.2        2,743.1
     Total Liabilities                         5,842.4        5,608.9


STOCKHOLDERS' EQUITY
  Common stock, $.00002 par value,
     40,000,000 shares authorized,
     14,198,333 and 1,083,333 shares
     issued at October 31, 1997 and
     April 30, 1997, respectively                  0.3            0.1
  Preferred stock                                  -              -
  Additional paid-in capital                  37,987.5       38,772.5
  Accumulated deficit                        (33,727.3)     (33,342.4)
  Less: treasury stock, at cost, 29,245
    and 28,745 shares at October 31,1997
    and April 30, 1997                        (2,756.7)      (2,715.7)
  Dividends                                       (1.0)           -
  Notes receivable related to purchase of
     common stock                                (81.0)         (78.6)
       Total stockholders' equity              1,421.8        2,635.9

                                          $    7,264.2   $    8,244.8

</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
                              ADINA, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (UNAUDITED)
            (In Thousands, Except Share and Per Share Data)
<TABLE>
<S>                                          <C>            <C>
                                               Six months Ended
                                                 October 31,
                                              1997         1996

REVENUE                                    $    1,688.4  $     963.6

COST OF SALES                                   2,161.7      1,191.8

  GROSS PROFIT (LOSS)                            (473.3)      (228.2)

OPERATING EXPENSES:
  General and administrative                    2,877.9      3,904.7
  Provision for inventory E & O                   191.0        416.7
  Depreciation and amortization                   138.1        217.9
                                                3,207.0      4,708.4

LOSS FROM OPERATIONS                           (3,680.3)    (4,936.6)

OTHER INCOME (EXPENSES):
  Interest expense                                (43.1)        (3.1)
  Interest income                                  94.9        216.9
  Dividend income - affiliate                      23.3         23.3
  Gain (Loss) on disposition of assets              3.4       (656.7)
  Other                                               -           -
     Total other income (expense)                  78.5       (419.6)

INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                   (3,601.8)    (5,356.2)

DISCONTINUED OPERATIONS:
  Loss on disposal                                  (.4)      (413.9)
                                                    (.4)      (413.9)

NET INCOME (LOSS)                              (3,602.2)    (5,770.1)

DIVIDENDS ON PREFERRED STOCK                       (1.0)       (78.0)

NET INCOME (LOSS) ATTRIBUTABLE TO
  COMMON STOCKHOLDERS                      $   (3,603.2)$   (5,848.1)

INCOME (LOSS) PER SHARE:
  Income (loss) from continuing operations $       (.674)    $(14.283)
  Loss from discontinued operations                (.000)      (1.104)
  Dividends on preferred stock                     (.001)       (.208)

NET INCOME (LOSS) PER COMMON SHARE         $       (.675)$    (15.595)

WEIGHTED AVERAGE OF COMMON
  STOCK OUTSTANDING                           5,340,806     375,000
</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
                              ADINA, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (UNAUDITED)
                            (In Thousands)
<TABLE>
<S>                                          <C>            <C>
                                               Six months Ended
                                                 October 31,
                                             1997           1996
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                        $  (3,599.1)  $ (5.769.5)

ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
  NET CASH FROM OPERATING ACTIVITIES:
  Depreciation and amortization                  200.2         405.7
  (Gain) loss on disposal of assets               14.5         656.7
  Non cash transaction for cash                  100.0           -
  Write-off (provision) uncollectible
    accounts receivable                            -            (6.1)
  Write-down of Assets                           453.3             -
  Provision for inventory obsolescence           135.4         387.0
  Change in assets and liabilities
       Accounts and accrued  receivables          94.9        (127.6)
       Prepaid expenses                           73.2          80.8
       Inventories                               185.6        (182.2)
       Accounts payable and accrued expenses     322.4         179.1
          Net cash used by operating activities(2,022.6)    (4,376.1)

CASH FLOW FROM INVESTING ACTIVITIES:
  Purchases of property and equipment            (42.6)     (1,491.6)
  Purchases of marketable securities               -        (1,230.1)
  Proceeds from sale of property and equipment     -         1,731.4
  Disposition of assets of discontinued
      operations                                   -               -
  Loan to Director of Company                    (59.4)      1,000.0
  Deposits                                        (9.2)            -
  Licenses and product development              (688.2)       (294.7)
     Net cash used by investing activities      (773.2)     (2,285.3)

CASH FLOW FROM FINANCING ACTIVITIES:
  Sale of common stock                           122.0       2,319.6
  Sale of preferred stock                          -         1,947.5
  Proceed from note payable                      800.0           -
  Dividends on preferred stock                    (1.0)        (78.0)
  Purchase of Treasury Stock                     (41.0)            -
  Net cash provided by financing activities      880.0       4,189.1

NET INCREASE (DECREASE) IN CASH               (1,915.8)     (2,472.3)

CASH AT BEGINNING OF PERIOD                    4,113.9       9,870.6

CASH AT END OF PERIOD                      $   2,198.1   $   7,398.3

SUPPLEMENTAL INFORMATION:
  Cash paid for interest                   $      71.2   $       6.1
</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
                             ADINA, INC.
                                  
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED)
                           (In Thousands)

NONCASH INVESTING AND FINANCING ACTIVITIES

<TABLE>
<S>                                        <C>           <C>
                                                Six months Ended
                                                  October 31,
                                                1997        1996

During the period ended October 31, 1996,
Camelot recognized a loss on the August 1996              (643.9)
disposal of the remaining investment in Firecrest.

During the period under review, Meteor
Technology, plc expensed the UK, Ireland
Distribution Rights to DigiPhone.               (453.5)

During the period under review, Meteor
Technology issued shares in settlement for
rent obligations for property previously
occupied by Telecredit Telekommunications GmbH. (318.4)

During the period under review Camelot issued
shares for commission expense related to
$800,000 funding                                (100.0)
</TABLE>

<PAGE>
                             ADINA, INC.
                                  
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  
                             (UNAUDITED)
                                  
                                  
ITEM 1.   Financial Statements and Principles of Consolidation

The  accompanying  condensed consolidated  financial  statements  have
been  prepared in accordance with the instruction to Form 10-QSB,  and
do  not  include  all  of  the information and footnotes  required  by
generally   accepted  accounting  principles  for  complete  financial
statements.

In  the  opinion of management, all adjustments (consisting of  normal
recurring  adjustments) considered necessary for a  fair  presentation
have  been  included.  These statements should be read in  conjunction
with  the  audited financial statements and notes thereto included  in
the  Registrant's annual Form 10-KSB filing for the year  ended  April
30, 1997.

The  consolidated  financial statements include the  accounts  of  the
Company   and  the  non-affiliated  interest  of  Camelot  Corporation
("Camelot").   Camelot is consolidated with the  Company  because  the
Company  has  significant influence over Camelot   with  approximately
45%  ownership  of the voting stock and common directorship.   Camelot
is  the  majority owner of Alexander Mark Investments (USA), Inc.  who
is  the majority owner of Meteor Technology, plc ("Meteor"). The April
30,  1997  adjusted balance sheet consolidates numbers from the  April
30,  1997  Audited Financial Statements of the Company, the April  30,
1997  adjusted Audited Financial Statements of Camelot, the April  30,
1997  adjusted Audited Financial Statements of Alexander Mark and  the
May   31,  1997  adjusted  Audited  Financial  Statements  of  Meteor.
Adjustments were made to eliminate intercompany transactions  and  for
the  conversion  of Meteor's numbers from pounds to US  Dollars.   The
accumulated  deficit  increase  represents  the  portion  of   earning
recognized in the first quarter and the currency adjustment.

The Meteor financial presentation is based on the accounting rules  of
the  United  Kingdom.   The  balance  sheet  reflects  adjustments  to
present  financial  statements  per US  GAAP  accounting  rules.   The
adjustments  included presenting current assets first on  the  balance
sheet,  reclassing  creditors payable  due  within  one  year  to  the
liability   section   from  the  current  asset  section,   reclassing
creditors  payable  greater  than  one  year  to  notes  payable,  and
combining  reserve  amount and profit and loss account  into  retained
earnings.  The assets and liability amounts were not changed.

The  accounting  rules  of the United Kingdom only  require  financial
statements  of  public  companies to be published  every  six  months.
Meteor's  fiscal  year end is May 31, 1997 and their  last  six  month
Interim  Financials were issued for November 30, 1996. The  six  month
results  for  the period ending October 31, 1997 and 1996 include  the
published  six  month  results of Meteor  for  periods  commencing  on
December  1,  1995  and  1996 and ending on May  31,  1996  and  1997,
respectively.

The financial statements include the 55 per cent majority interest  in
the  outstanding  voting share capital of Camelot  not  owned  by  the
Company.   The  non-affiliated interest is based on  the  proportioned
share  of  the  consolidated net assets of  Camelot  on  a  historical
basis.

Meteor's  financial statements were converted from British  Pounds  to
US  Dollars  based on US accounting guidelines.  The  conversion  rate
for  the  balance  sheet was based on the published exchange  rate  at
October  31,  1997  and  April 30, 1997, one pound  equals  $1.67  and
$1.62,  respectively.   The  conversion  used  for  the  statement  of
operations  was based on an average exchange rate for the  six  months
ended  October 31, 1997 and 1996.  This conversion rate was one  pound
equals $1.65 for period ended May 31, 1997 and $1.53 for period  ended
May 31, 1996.


ITEM  2.    Management Discussion and Analysis of Financial  Condition
and Results of Operations

The  Company's  revenue  for the period ended  October  31,  1997  was
$1,688,400 compared with $963,600 in  the comparable quarter of  1996.
Net  loss for the six month period was $3,601,800 compared with a loss
for  the  previous year of $5,356,200.  These results are due  to  the
restructuring  by  Meteor of the newly acquired payphone  business  in
the  United Kingdom and the continued expenditure by Third  Planet  on
the  development of  Internet products, primarily VideoTalk.   Camelot
Corporation  ("Camelot"), a subsidiary has  continued  with  its  cost
cutting efforts.  Further a write down of $453,300 was made by  Meteor
of  the  DigiPhone UK distribution rights to comply with UK accounting
requirements.

VideoTalk  is  a  complete hardware and software  system  which,  when
connected  to  a multimedia PC, enables full duplex video conferencing
over  the Internet and over local and wide area networks.  It  uses  a
PCI  plug-and-play  add-in card that provides high quality  audio  and
video  while  achieving extremely low processor load.  VideoTalk  does
not  require  a  sound  card  or  a video  capture  card,  and  allows
communication  over  the Internet with only a 28.8  Kbps  modem.   The
unit  includes  the  VideoTalk card, a color video camera,  a  special
version of the Proficia telephony handset, and both the VideoTalk  and
DigiPhone 2.0 software.

The  consolidated  balance  sheets for the period  show  stockholders'
equity  of $1,594,700 compared with $2,635,900 for the financial  year
ended  April  30,  1997.  Total assets were $7,264,200  compared  with
$8,244,800  for the comparable period.  The decrease in  stockholders'
equity and total assets was due to the operating loss.

The   Company's  activities  are  primarily  conducted   through   its
affiliate   Camelot.    The  management  of   Camelot   continues   to
concentrate the majority of its management and financial resources  on
the  development and successful marketing of Internet related software
and  hardware  products  produced  by  its  subsidiary,  Third  Planet
Publishing,  and  continues to anticipate that its  principal  revenue
and  profitability  will  emanate from  these  hardware  and  software
products.  As previously announced, negotiations have commenced   with
major Original Equipment Manufacturers to license this technology.

Subsequent  to  the year end, Camelot announced that  it  has  entered
into  a  conditional  agreement to acquire 100% of  the  issued  share
capital  of  DigiPhone  International Ltd. ("DI"),  the  London  based
company  that  is  the exclusive worldwide distributor  of  VideoTalk.
Following  this acquisition Camelot will own 100% of all  the  rights,
title   and   interests  to  VideoTalk  through   its   wholly   owned
subsidiaries Third Planet Publishing, Inc. (which owns the  technology
rights  to  VideoTalk)  and DI (which owns  the  marketing  rights  to
VideoTalk).

The  consideration  will be $828,250 payable by  the  cancellation  of
outstanding  loan  stock  owed  to  Camelot  by  the  seller,   Meteor
Technology  plc  ("Meteor").  Meteor is 57% owned  by  Alexander  Mark
Investments  (USA), Inc. which is in turn 80% owned by  Camelot.   The
agreement  is  conditional on the shareholders  of  both  Camelot  and
Meteor approving this transaction.

Liquidity and Capital Resources

Net  cash  used  by  operating activities for  the  six  months  ended
October  31,  1997  was $2,022,600 compared with $4,376,100  in  1996.
Net  cash  used  by  investing activities was $773,200  compared  with
$2,285,300  in  1996.  Net cash provided by financing  activities  was
$880,000 compared with cash provided of $4,189,100 in 1996.  Cash  and
securities of $2,198,100 compares with $7,398,300 at April 30, 1997.

The  Company has no plan for capital expenditure, and Camelot's  plans
for  capital  expenditures  relate  principally  to  the  purchase  of
property   and   equipment  to  further  its  hardware  and   software
development  program.   Management believes  that  Camelot's  Internet
products  and  its  payphone operations will  generate  its  principal
revenues  and  cash  flow during the next twelve  months.   Management
believes  that the anticipated level of revenue generated  by  Camelot
together  with  the  present  level of  cash  resources  available  to
Camelot  will  be  sufficient  for  its  needs.   However,  Management
believes  that  additional  cash  resources  may  be  needed  if   the
anticipated  level of revenues are not achieved, or are  not  achieved
timely.   Management believes that should the Company or its affiliate
require  additional cash resources, it can raise additional  resources
from  the  sale  of  Common and Preferred Stock  and/or  by  incurring
borrowing.   Management is aware that neither the Company nor  Camelot
have  any  long  term  corporate debt.  There  are  no  known  trends,
demands,  commitments,  or events that would  result  in  or  that  is
reasonably  likely to result in the Company's or Camelot's   liquidity
increasing  or  decreasing in a material way other than the  potential
use  of  cash  resources  for  investment  in  the  normal  course  of
business.

<PAGE>
               PART II - OTHER INFORMATION
                                  
Item 4.   Submission of Matters to a Vote of Security Holders

A  majority  of the shareholders approved a one for thirty reverse  of
the  Common  Shares, authorized and outstanding and then  amended  the
articles  of  the Registrant to authorize 15,000,000 Preferred  Shares
and 25,000,000 Common Shares.
                                  
Item 5.   Exhibits and Reports on Form 8-K.

       (a) Exhibits:
                3(1) Articles ofIncorporation: Incorporated by reference
                                  to Registration Statement filed
                                    on Form 10, June 23, 1976.

                    3(2) Bylaws:Incorporated by reference as
                                        immediately above.

             (10) 1991  Incentive  Stock Option Plan: Incorporated by
                                        reference to
                                        proxy statement for 1991.

       (b)  Reports on Form 8-K:          Form 8-K dated May 20, 1997
                                            with amendments


                             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 thereto duly authorized.

                                        ADINA, INC.
                                             (Registrant)



                                          By:   /s/  Daniel  Wettreich
                                               DANIEL    WETTREICH,
                                             President   and   Principal
                                             Financial Officer

Date:     December 10, 1997