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          The By-Laws provide that the affirmative vote of six of the seven
members of the Board of Directors shall be required in order to: (i) alter,
amend or repeal the By-Laws; (ii) issue or adopt an agreement or plan for the
issuance of, any stock, rights or other securities (including, without
limitation, securities convertible into or exchangeable or exercisable for stock
of Zapata) to the stockholders or any class thereof generally, any term of which
is contingent upon or effective upon the acquisition by any person of any of or
all of Zapata's stock or upon any other action by any person with respect to
such stock; (iii) create any committee of the Board of Directors; (iv) fill any
vacancies on the Board of Directors or any committee thereof created by the
death, resignation or removal of Malcolm Glazer or Avram Glazer; or (v) act to
remove Malcolm Glazer or Avram Glazer from any committee of the Board of
Directors.
 
          In addition, Zapata has an aggregate of approximately 20 million
authorized shares of Common Stock, Preferred Stock and Preference Stock
unreserved and available for issuance.  There are no present arrangements,
understandings or plans regarding the issuance of such stock.  Under certain
circumstances, any authorized shares which are not issued or reserved for
issuance could be used to create voting impediments or to frustrate persons
seeking to effect a take over or otherwise gain control of Zapata.  Such shares
could be privately placed with purchasers who might side with the Board of
Directors of Zapata in opposing a hostile takeover bid. Furthermore, allowing
for authorized but unissued shares might be considered as having the effect of
discouraging an attempt by another person or entity, through the acquisition of
a substantial number of shares, to acquire control of Zapata with a view to
imposing a merger, sale of all or any part of Zapata's assets or a similar
transaction, because the issuance of new shares could be used to dilute the
stock ownership of a person or entity seeking to obtain control of Zapata.

          The Certificate of Incorporation limits the liability of directors of
Zapata (in their capacity as directors but not in their capacity as officers) to
Zapata or its stockholders to the fullest extent permitted by Delaware law.
Specifically, directors of Zapata will not be personally liable for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Zapata or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, which relates to unlawful payments of
dividends or unlawful stock repurchases or redemptions or (iv) for any
transaction from which the director derived an improper personal benefit.

          Zapata is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation law.  In general, Section 203 prevents an
"interested stockholder" (defined generally as any person owning, or who is an
affiliate or associate of the corporation and has owned in the preceding three
years, 15% or more of a corporation's outstanding voting stock and affiliates
and associates of such person) from engaging in a "business combination" (as
defined) with a Delaware corporation for three years following the date such
person became an interested stockholder unless (i) before such person became an
interested stockholder, the board of directors of the corporation approved
either the business combination or the transaction in which the interested
stockholder became an interested stockholder; (ii) upon consummation of the
transaction that resulted in the stockholder's becoming an interest stockholder,
the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding stock
held by directors who are also officers of the corporation and by employee stock
plans that do not provide employees with the rights to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer); or (iii) on or subsequent to the date such person became an interested
stockholder, the business combination is approved by the board of directors of
the corporation and authorized at a meeting of stockholders by the affirmative
vote of the holders of two-thirds of the outstanding voting stock of the
corporation not owned by the interested stockholder.  Under Section 203, the
restrictions described above also do not apply to certain business combinations
proposed by an interested stockholder following the announcement or notification
of one of certain extraordinary transactions involving the corporation and a
person who had not been an interested stockholder during the previous three
years or who became an interested stockholder with the approval of a majority of
the corporation's directors.

                                    EXPERTS

          The audited consolidated financial statements and schedules of the
Company at September 30, 1993 and 1992 and for each of the three years in the
period ended September 30, 1993, and the audited consolidated financial
statements of Zapata Gulf Marine Corporation at September 30, 1991 and 1990 and
for each of the three years in the period ended September 30, 1991 included in
the Company's Annual Report on Form 10-K, which are incorporated into this
Prospectus by reference, have been audited by Arthur Andersen & Co., independent
public accountants, as indicated

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