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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                              AMENDMENT NO. 2 TO
                                 SCHEDULE 13D
                  Under the Securities Exchange Act of 1934


                              ZAPATA CORPORATION
                               (Name of Issuer)


                   Common Stock, par value $0.25 per share


                                   989070R17
                                (CUSIP Number)


                        Claiborne B. Gregory, Jr., Esq.
                    Gresham, Davis, Gregory, Worthy & Moore
                          A Professional Corporation
                       112 East Pecan Street, Suite 900
                           San Antonio, Texas 78205
                                (210) 226-4157

                      (Name, Address and Telephone Number
                    of Person Authorized to Receive Notices
                              and Communications)



                                 May 16, 1994
                     (Date of Event which Requires Filing
                              of this Statement)


              If the filing person has previously filed a statement
              on Schedule 13G to report the acquisition which is the
              subject of this Schedule 13D, and is filing this 
              schedule because of Rule 13d-1(b)(3) or (4), check the
              following box [ ]

              Check the following box if a fee is being paid with
              the statement [ ]


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