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ITEM 5.   OTHER EVENTS.
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Reverse Stock Split
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Zapata Corporation's (the "Company") Board of Directors has recommended that its
stockholders approve a one-for-five reverse split of the Company's outstanding
Common Stock (the "Reverse Stock Split").  If the Reverse Stock Split is
authorized by the Company's stockholders, the Board has approved implementation
of a 14-cent per share annual dividend on each share of Common Stock, after the
effectiveness of the Reverse Stock Split.

The Reverse Stock Split will be voted on at the Company's Annual Meeting of
Stockholders to be held April 27, 1994 at the Company's corporate headquarters
located at One Riverway, 777 South Post Oak Lane, Suite 2200, Houston, Texas
77056.  If approved, stockholders would exchange approximately 158.3 million
shares of Common Stock for approximately 31.7 million shares.  Stockholders of
record on March 23, 1994 are eligible to vote at the April 27, 1994 meeting.

If the Reverse Stock Split is authorized, the dividend would be paid quarterly
(at 3.5-cents per share) beginning in July 1994 to stockholders of record on
June 30, 1994.  The dividend would mean a cash distribution to stockholders of
approximately $1.1 million per quarter.

Amendments to By-laws
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The Company's Board of Directors has voted to amend the Company's By-laws as
follows:

1.   Provisions prescribing the advance notice requirements for the nomination
     of directors by stockholders were eliminated.

2.   The number of directors of the Company was reduced from eight (8) to seven
     (7).  Effective with the Company's 1995 annual meeting of stockholders, the
     number of directors of the Company will be reduced from seven (7) to six
     (6).

3.   The requirement of a vote of seven (7) of eight (8) directors to take
     certain actions, including the amendment or appeal of the By-laws, was
     amended to require a vote of six (6) of seven (7) directors to take such
     actions.  Effective with the 1995 annual meeting of stockholders, these
     same actions will require a vote of five (5) of the six (6) directors of
     the Company.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
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     (c)  Exhibits

          Exhibit 3(a) - Amended and Restated By-laws of Zapata Corporation.