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                 [LOGO OF ARTHUR ANDERSEN & CO. APPEARS HERE]

             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Pension and Benefits Committee
of Zapata Haynie Corporation:

We have audited the accompanying statements of net assets available for plan
benefits of the Zapata Haynie Corporation Profit-Sharing/Savings Plan as of
September 30, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended.  These financial
statements and the schedule referred to below are the responsibility of the
Pension and Benefits Committee of Zapata Haynie Corporation.  Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Zapata
Haynie Corporation Profit-Sharing/Savings Plan as of September 30, 1993 and
1992, and the changes in its net assets available for Plan benefits for the
years then ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedule of assets held
for investment purposes, Schedule I, is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.  This supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.



[SIGNATURE OF ARTHUR ANDERSEN & CO. APPEARS HERE]

Houston, Texas
January 18, 1994

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