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  January 31, 1998

	?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.)	


    2415 Midway Road, Suite 121, Carrollton, Texas  75006            
(Address of Principal Executive Offices)


           (972) 733-3005                                         
(Issuer's Telephone Number, Including Area Code)


         17770 Preston Road, Dallas, Texas   75252                   
(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)
                                     	January 31, 1998	April 30, 1997
                                         (Unaudited)(Audited/Adjusted)

CURRENT ASSETS
	Cash and cash equivalents             	$	1,756.1	$	3,667.7
	Securities available for sale		            222.0		8.3
	Accounts receivable, net of allowance for
		doubtful accounts of $19,947 and $19,947
		at January 31, 1998 and April 30, 1997	    714.2		493.8
	Prepaid expenses	                           	43.0		167.8
	Inventories, net of allowance for
		obsolescence of $630,145 and $494,744 at
		January 31, 1998 and April 30, 1997		      473.4		644.2
			Total current assets	                  	3,208.7		4,981.8

PROPERTY, PLANT AND EQUIPMENT - AT COST
	Office equipment and fixtures	            	2,094.7		2,055.8
	Leasehold improvements	                     	64.2		64.2
	Less accumulated depreciation            		(993.4)		(800.7)
		Total property, plant and 
      equipment-at cost	                   	1,165.5		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 January 31, 1998 and April 30, 1997	     980.0		421.5
	Other		                                       43.7	   	23.1
		Total other assets	                      	2,579.8		1,943.7

                                       			$	6,954.0	$	8,244.8
</TABLE>

<PAGE>
ADINA, INC.

CONSOLIDATED BALANCE SHEETS (continued)

LIABILITIES AND STOCKHOLDERS' EQUITY
(In Thousands)
<TABLE>
<S>	                                      <C>               <C>
                                    	January 31, 1998	April 30, 1997
                                         (Unaudited)	(Audited/Adjusted)

CURRENT LIABILITIES
	Accounts payable                            	$	2,324.9	$	2,642.8
	Accrued expenses		                               112.7		223.0
		Total current liabilities		                   2,437.6		 2,848.9

	Notes payable	                                  	800.0   
	Non Affiliate Interest	                        2,168.9		2,743.1
		Total Liabilities	                           	5,406.5		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 January 31, 1998 and
		April 30, 1997, respectively	                    	3.0		0.1
	Preferred stock	                                    	-		-
	Additional paid-in capital	                  	37,911.9		38,772.5
	Accumulated deficit		                        (33,513.9)		(33,342.4)
	Less: treasury stock, at cost, 29,245 
     and 28,745 shares at January 31, 1998
     and April 30, 1997		                      (2,766.7)		(2,715.7)
	Dividends                                       		(5.8)		-
	Notes receivable related to purchase of
		common stock	                                  	(81.0)		(78.6)
			Total stockholders' equity	                 	1,547.5		2,635.9

                                           			$	6,954.0	$	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>
                                             	Nine Months Ended
                                               		January 31,	
                                                	1998	1997

REVENUE                                    	$	1,710.9	$	1,443.0

COST OF SALES	                               	2,194.3		1,549.8

	GROSS PROFIT (LOSS)	                         	(483.3)	106.8

OPERATING EXPENSES:
	General and administrative	                  	3,630.6		5,691.4
	Provision for inventory E & O                 		342.0		621.0
	Depreciation and amortization	                 	138.1		387.0
                                           				4,110.7		6,699.4

LOSS FROM OPERATIONS		                        (4,594.1)	(6,806.2)

OTHER INCOME (EXPENSES):
	Interest expense                               	(42.5)	(13.4)
	Interest income		                                99.5		305.6
	Dividend income - affiliate                    		35.0		34.9
	Gain (Loss) on disposition of assets	            	3.4		(660.2)
	Other	                                            	-		(2,099.2)
		Total other income (expense)		                 95.4		(2,432.4)

INCOME (LOSS) FROM CONTINUING
	OPERATIONS		                                 (4,498.7)	(9,238.6)

DISCONTINUED OPERATIONS:
	Loss on disposal		                               (14.4)	(703.4)
                                              				(14.4)	(703.4)

NET INCOME (LOSS)	                            	(4,514.1)	(9,942.0)

DIVIDENDS ON PREFERRED STOCK		                     (1.0)	(90.4)

NET INCOME (LOSS) ATTRIBUTABLE TO
	COMMON STOCKHOLDERS                         	$	(4,514.1)$	(10,002.4)

INCOME (LOSS) PER SHARE:
	Income (loss) from continuing operations	       $	(.561)$	(16.424)
	Loss from discontinued operations	               	(.001)	(1.250)
	Dividends on preferred stock	                    	(.001)	(.161)

NET INCOME (LOSS) PER COMMON SHARE              	$	(.563)$	17.835

WEIGHTED AVERAGE OF COMMON 
	STOCK OUTSTANDING	                           	8,011,209		562,500
</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
ADINA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In Thousands)
<TABLE>
<S>						                                    			<C>	      		<C>
                                              	Nine Months Ended
                                                  		January 31,	
                                                	1998	      1997
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)	                        $	(4,514.1)	$ (9,942.0)

ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
	NET CASH FROM OPERATING ACTIVITIES:
	Depreciation and amortization	               	361.9	     	445.1
	(Gain) loss on disposal of assets	            	14.5	     	786.7
	Non cash transaction for cash	               	860.2	       	-
	Write-off (provision) uncollectible 
     accounts receivable	                      	-		        (6.0)
	Write-down of Assets                       		453.3	        	-
	Provision for inventory obsolescence        		135.4	     	387.0
	Change in assets and liabilities
			Accounts and accrued  receivables		         (70.0)	  	(188.5)
			Prepaid expenses	                          	124.7		     58.7
			Inventories		                               224.8		     73.8
			Accounts payable and accrued expenses	      167.0	     	37.3
				Net cash used by operating activities	  (2,242.3)		(8,347.9)

CASH FLOW FROM INVESTING ACTIVITIES:
	Purchases of property and equipment       		(45.1)	     	(1,491.4)
	Purchases of marketable securities        		(222.0)	    	(2,030.1)
	Proceeds from sale of property and equipment	  8.2	       	1,731.4
	Disposition of assets of discontinued operations	-         		152.2
	Loan to Director of Company                		(59.4)	     	(1,000.0)
	Deposits		                                   (15.5)	        	(25.8)
	Licenses and product development		          (688.2)		       (312.2)
		Net cash used by investing activities		    (991.4)	     	(2,975.9)

CASH FLOW FROM FINANCING ACTIVITIES:
	Sale of common stock		                       122.7	       	3,123.8
	Sale of preferred stock                      		-	         	2,593.7
	Proceed from note payable		                  800.0	            	-
	Dividends on preferred stock	                	(5.8)		      (78.0)
	Purchase of Treasury Stock	                 	(41.0)	           	-
		Net cash provided by financing activities   	875.9	      	5,638.5

NET INCREASE (DECREASE) IN CASH		          (2,357.8)		     (5,685.3)

CASH AT BEGINNING OF PERIOD		               4,113.9	        	9,870.6

CASH AT END OF PERIOD                     	$	1,756.1     	$  4.185.3

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>

                                                		Nine Months Ended
                                                   		January 31,	
                                                	1998	           1997

During the period ended January 31, 1997, 
Camelot                                         	             (643.9)
recognized a loss on the August 1996 
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 
39.8% 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 annually.  Meteor's 
fiscal year end is May 31, 1997 and their last six month Interim 
Financials were issued for November 30, 1996. The results for the 
period ending January 31, 1998 and 1997 include the published results 
of Meteor.

The financial statements include the 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.

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 January 31, 
1998 and April 30, 1997, one pound equals $1.6317 and $1.62, 
respectively.  

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

The Company's revenue for the period ended January 31, 1998 was 
$1,710,900 compared with $1,443,000 in 1997.  Net loss for the period 
was $4,514,100 compared with a loss for the previous year of 
$9,942,000.  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 [TM].  Camelot Corporation 
("Camelot"), 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 $1,547,500 compared with $2,635,900 for the financial year 
ended April 30, 1997.  Total assets were $6,954,000 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 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).

On February 26, 1998 Camelot was delisted from NASDAQ, and is 
applying for trading on the OTC Bulletin Board.

Liquidity and Capital Resources

Net cash used by operating activities for the nine months ended 
January 31, 1997 was $2,242,300 compared with $8,347,900 in 1997.  
Net cash used by investing activities was $991,400 compared with 
$2,975,900 in 1997.  Net cash provided by financing activities was 
$875,900 compared with cash provided of $5,638,500 in 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 
known to management that would result in 
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 	and Principal 
Financial Officer

Date:	March 16, 1998




 

 
 
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