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  July 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:
75,000,000

<PAGE>

                             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)
                                        July 31, 1997  April 30, 1997
                                         (Unaudited)(Audited/ Adjusted)

CURRENT ASSETS
  Cash and cash equivalents               $    2,370.8   $    3,667.7
  Securities available for sale                    8.3            8.3
  Accounts receivable, net of allowance for
     doubtful accounts of $19,947 and $19,947
     at July 31, 1997 and April 30, 1997         517.8          493.8
  Prepaid expenses                               158.7          167.8
  Inventories, net of allowance for
     obsolescence of $495,145 and $494,744 at
     July 31, 1997 and April 30, 1997            660.0          644.2
       Total current assets                    3,715.7        4,981.8

PROPERTY, PLANT AND EQUIPMENT - AT COST
  Office equipment and fixtures                2,067.3        2,055.8
  Leasehold improvements                          64.2           64.2
  Less accumulated depreciation                 (861.3)        (800.7)
  Total property,plant and equipment-at cost   1,270.2        1,319.3

OTHER ASSETS
  Note receivable - officer, net of allowance
     of $889,000                                 996.5          968.2
  Preferred stock - related party                530.9          530.9
  Licenses and product development, net of
     $35,395 and $31,000 accumulated amortization
     at July 31, 1997 and April 30, 1997         763.5          421.5
  Other                                           51.2           23.1
     Total other assets                        2,342.1        1,943.7

                                          $    7,328.0   $    8,244.8
</TABLE>

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

CURRENT LIABILITIES
  Accounts payable                        $    2,629.1   $    2,642.8
  Accrued expenses                               190.8          223.0
     Total current liabilities                 2,819.9        2,848.9

  Non Affiliate Interest                       2,299.2        2,743.1
     Total Liabilities                         5,119.1        5,608.9


STOCKHOLDERS' EQUITY
  Common stock, $.01 par value, 75,000,000
     shares authorized, 75,000,000 and 32,500,000
     shares issued at July 31, 1997 and
     April 30, 1997, respectively                  0.7            0.7

  Additional paid-in capital                  38,776.9       38,771.9
  Accumulated deficit                        (33,727.3)     (33,342.4)
  Less: treasury stock, at cost, 28,795
   and 28,745 shares  at  July 31, 1997 
   and April 30, 1997                         (2,756.7)      (2,715.7)
  Dividends                                       (4.7)           -
  Notes receivable related to purchase of
     common stock                                (80.0)         (78.6)
       Total stockholders' equity              2,208.8        2,635.9

                                          $    7,328.0   $    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>
                                              Three Months Ended
                                                   July 31,
                                              1997         1996

REVENUE                                    $    1,662.0 $      767.0

COST OF SALES                                   2,055.2        328.4

 GROSS PROFIT(LOSS)                              (393.2)       438.6

OPERATING EXPENSES:
  General and administrative                    2,151.7      2,283.0
  Depreciation and amortization                   229.4        217.9
                                                2,381.1      2,500.9

LOSS FROM OPERATIONS                           (2,774.3)    (2,062.3)

OTHER INCOME (EXPENSES):
  Interest expense                                (43.1)        (3.1)
  Interest income                                  55.6        110.5
  Dividend income - affiliate                      11.6         11.7
  Gain (Loss) on disposition of assets              1.0       (643.9)
  Other                                               -           -
     Total other income (expense)                  25.1       (524.8)

INCOME (LOSS) FROM CONTINUING
         OPERATIONS                            (2,749.2)    (2,587.1)

DISCONTINUED OPERATIONS:
   Loss on disposal                                 (.4)      (413.1)
                                                    (.4)      (413.1)

NET INCOME(LOSS)                               (2,749.6)    (3,000.2)

DIVIDENDS ON PREFERRED STOCK                       (4.7)       (73.2)

NET INCOME (LOSS) ATTRIBUTABLE TO
 COMMON  STOCKHOLDERS                     $    (2,754.3)   $(3,073.4)

INCOME (LOSS) PER SHARE:
 Income(loss) from continuing operations  $       (.042)   $   (.230)
   Loss from discontinued operations              (.000)       (.037)
   Dividends on preferred stock                   (.000)       (.006)

NET INCOME (LOSS) PER COMMON SHARE        $       (.042)   $   (.273)

WEIGHTED AVERAGE OF COMMON
  STOCK OUTSTANDING                          65,771,739    11,250,000
</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
                              ADINA, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (UNAUDITED)
                            (In Thousands)
<TABLE>
<S>                                          <C>            <C>
                                              Three Months Ended
                                                   July 31,
                                             1997           1996
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income(loss)                    $ (2,748.9)    $(2,999.6)

ADJUSTMENTS TO RECONCILE NET GAIN 
 (LOSS) TO NET CASH FROM OPERATING
 ACTIVITIES:
  Depreciation and amortization            161.9         217.9
  (Gain) loss on disposal of assets         14.1         643.9
  Write-off(provision) uncollectible 
   accounts receivable                         -          (5.0)
  Write-down of Assets                     453.3            -
  Provision for inventory obsolescence        .4          (1.3)
  Change in assets and liabilities
       Accounts and accrued  receivables   147.1        (500.4)
       Prepaid expenses                      9.1          59.4
       Inventories                         171.3        (113.4)
       Accounts payable and accrued
        expenses                           516.8         329.6
         Net cash used by operating
         activities                     (1,274.9)     (2,368.9)

CASH FLOW FROM INVESTING ACTIVITIES:
  Purchases of property and equipment      (24.3)     (1,206.4)
  Purchases of marketable securities         -        (1,230.1)
  Proceeds from sale of property and 
    equipment                                -              -
  Disposition of assets of discontinued
   operations                                -              -
  Loan to Director of Company              (29.6)        729.8
      Deposits                              (5.3)           -
  Licenses and product development        (367.7)       (244.2)
   Net cash used by investing activities  (426.9)     (1,950.9)

CASH FLOW FROM FINANCING ACTIVITIES:
  Sale of common stock                       5.0       2,319.6
  Dividends on preferred stock              (4.7)        (73.2)
  Purchase of Treasury Stock               (41.0)            -
   Net cash provided by financing
    activities                              40.7       2,246.4

NET INCREASE (DECREASE) IN CASH         (1,742.5)     (2,073.4)

CASH AT BEGINNING OF PERIOD              4,113.9       9,870.6

CASH AT END OF PERIOD                $   2,371.4   $   7,797.2

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>
                                               Three Months Ended
                                                    July 31,
                                                1997        1996

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

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)
</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 49% 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 three  month
results  for  the  period ending July 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 51 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
July  31,  1997 and April 30, 1997, one pound equals $1.64 and  $1.62,
respectively.   The  conversion used for the statement  of  operations
was  based  on an average exchange rate for the six months ended  July
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 quarter  ended  July  31,  1997  was
$1,662,000 compared with $767,000 in  the comparable quarter of  1996.
Net  loss  for the three month period was $2,749,200 compared  with  a
loss of for the previous year of $2,587,100  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.
Further  a  write down of $453,300 was made by Meteor of  theDigiPhone
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 $2,208,800 compared with $2,635,900 for the financial  year
ended  April  30,  1997.  Total assets were $7,328,000  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 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 EquipmentManufacturers to license this technology.

Liquidity and Capital Resources

      Net cash used by operating activities for the three months ended
July  31,  1997 was $1,274,900 compared with $2,368,900 in 1996.   Net
cash   used  by  investing  activities  was  $426,900  compared   with
$1,950,900  in  1996.   Net  cash used  by  financing  activities  was
$40,700  compared with cash provided of $2,246,400 in 1996.  Cash  and
securities of $2,370,800 compares with $3,667,700 at April 30, 1997.

      The  Company has no plans for capital expenditure, and Camelot's
plans for capital expenditure 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 its affiliate 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 its affiliate'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 of Incorporation: 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

Date:     September 15, 1997