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                                                                    EXHIBIT 1
                                                                    Continued

                 ZAPATA HAYNIE CORPORATION PROFIT-SHARING PLAN
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                ZAPATA CORPORATION MASTER PROFIT-SHARING TRUST
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                               NOTES TO EXHIBIT
                               ----------------

                          SEPTEMBER 30, 1993 AND 1992
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1.  DESCRIPTION OF THE MASTER TRUST:
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General
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Zapata Corporation created the Zapata Corporation Master Profit-Sharing Trust
(the Master Trust) effective October 1, 1985.

The Master Trust was established for the collective investment and reinvestment
of funds contributed by defined contribution plans of Zapata Corporation
(Zapata) and subsidiaries (collectively the Company).  As of September 30, 1993,
only the Zapata Corporation Profit-Sharing Plan (Zapata Plan) and the Zapata
Haynie Corporation Profit-Sharing/Savings Plan (Zapata Haynie Plan) participate
in the Master Trust.  Employees of Zapata Haynie Corporation, a wholly owned
subsidiary of Zapata, participate in the Zapata Haynie Plan, and the employees
of Zapata and certain of its other subsidiaries participate in the Zapata Plan.

The Master Trust is administered by the Pension and Benefits Committee (the
Committee) appointed by the board of directors of Zapata.  Among other duties,
it is the responsibility of the Committee to interpret the plans and Master
Trust, decide all questions of eligibility and determine the amount, manner and
time of payment of benefits.  Pursuant to the terms of the plans, Zapata entered
into a trust agreement with First City, Texas.  In October 1992, the board of
directors of Zapata removed First City, Texas, as trustee and appointed
NationsBank of Texas, N.A., as the successor trustee (the trustee).  Among other
duties, the trustee is to receive contributions and distribute benefits and make
investments as directed.  All property and funds of the plans, including income
from investments and contributions, are held by the trustee and retained for the
exclusive benefit of the participants.

Investments
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The trustee maintains the Master Trust's assets in four separate funds for
investment purposes as follows:  (a) the Equity Fund, which is invested
principally in equity securities such as common stock of various corporations,
(b) the Money Market/Guaranteed Investment Contract Fund, which is invested in
guaranteed investment contracts issued by life insurance companies and short-
term money market funds,  (c) the Fixed Income Fund, which is invested
predominantly in fixed income securities such as "high grade" corporate
obligations and obligations issued or fully guaranteed by the United States
Government and related agencies and (d) the Zapata Common Stock Fund, which is
invested in the common stock of Zapata.  The trustee, upon the direction of the
Committee, directs the investments in the Zapata Common Stock Fund.  An
independent investment manager, Fayez-Sarofim, directs investments in the Equity
Fund and the Fixed Income Fund.  The Committee directs all investments made in
the Money Market/Guaranteed Investment Contract Fund.

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