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Item 1.     Security and Issuer.

      This statement relates to the Common Stock, par value $.25 per share (the
"Common Stock"), of Zapata Corporation ("Zapata"), a Delaware corporation whose
principal offices are located at 1 Riverway, 777 S. Post Oak Lane, Suite 2200,
Houston, Texas 77056. With respect to the disclosures herein, no adjustment has
been made for a 1:5 reverse stock split approved at Zapata's Annual Meeting of
Shareholders held on April 27, 1994.

Item 2.     Identity and Background.

      This statement is being filed by Peter M. Holt ("Mr. Holt") whose business
address is S.W.W. White at Holt Avenue, San Antonio, Texas 78222. Mr. Holt has
been a director of Zapata since November 1993. Since July 1984 Mr. Holt has
served as the chief executive officer of Energy Industries Inc., which was
acquired by Zapata in November 1993. Mr. Holt is also the chief executive
officer of certain other companies, including Caterpillar equipment dealership
and companies engaged in used machinery sales, aircraft sales and real estate
investments, positions he has held with each such entity for more than the past
five years. In addition, Mr. Holt is a director of Billy Blues Food Corporation,
an advisory director of Texas Commerce Bank-San Antonio and chairman of the
board of DUECO, an international used equipment cooperative. During the past
five years, Mr. Holt has not been a party to a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has he been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction where
the result of such proceeding was a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violations with respect to such laws.
Mr. Holt is a citizen of the United States of America.

Item 3.      Source and Amount of Funds or Other Consideration.

      On November 9, 1993, pursuant to a Merger, Purchase and Sale Agreement
Zapata purchased the natural gas compression business of Energy for an aggregate
of $67,227,631.00 in cash and 13,500,000 shares of Common Stock. Mr. Holt
received, among other remuneration, the shares of Common Stock detailed in
Item 5.

      This transaction was described in Zapata's Registration Statement on Form
S-1, Registration No. 33-68034, declared effective on November 9, 1993. All
documents applicable to such transaction were filed as part of that Registration
Statement.

      The source of funds for the post-Merger, Purchase and Sale Agreement
transactions involving Mr. Holt was his personal funds, substantially all of
which were received pursuant to the Merger,

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