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                                                                    EXHIBIT 3(A)

                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                              ZAPATA CORPORATION

          FIRST:  The name of the corporation is Zapata Corporation.

          SECOND:  Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle, and the name of its registered agent at such address is The
Corporation Trust Company.

          THIRD:  The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

          FOURTH:  The total number of shares of all classes of stock which the
corporation shall have authority to issue is 185,000,000 shares, divided into
2,000,000 shares of Preferred Stock, without par value ("Preferred Stock"),
18,000,000 shares of Preference Stock, $1 par value ("Preference Stock"), and
165,000,000 shares of Common Stock, 25c par value ("Common Stock"). Shares of
such stock may be issued for such consideration and for such corporate purposes
as the board of directors may from time to time determine.

          The following is a statement of the designations and the powers,
preferences and rights and the qualifications, limitations or restrictions, of
the classes of stock of

 the corporation.


                              I.  PREFERRED STOCK

          1. ISSUANCE IN SERIES. The Preferred Stock may be issued in one or
more series, consisting of such series as may be established and designated from
time to time by the board of directors as hereinafter provided. The board of
directors is hereby vested with authority to establish and designate any
unissued shares of Preferred Stock as additional shares of an existing series of
such stock or as a new series of such stock and the voting powers, full or
limited, or the absence of voting powers, and the designations, powers,
preferences and relative and other special rights and the qualifications,
limitations and restrictions of the Preferred Stock of any such new series shall
be such as are stated and expressed herein and, to the extent not stated and
expressed herein, shall be such as may be fixed by the board of directors and
stated and expressed in a resolution or resolutions adopted by the board of
directors providing for the issuance of Preferred Stock of such series. Such
resolution or resolutions shall (a) specify the series to which such Preferred
Stock shall belong; (b) specify the annual rate of dividends payable on shares
of such series; (c) fix the amount which the holders of shares of such series
shall be entitled to be paid in the event of any liquidation, dissolution

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