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                                                         [Preliminary Copy]
                            ZAPATA CORPORATION

                 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                       TO BE HELD ON APRIL 27, 1994

     The Annual Meeting of the Stockholders of Zapata Corporation will be held
at the offices of the Company at One Riverway, 777 South Post Oak Lane, Suite
2200, Houston, Texas 77056 on Wednesday, April 27, 1994, at 10:00 a.m., Houston
time, for the purpose of considering and voting on:

     1. Election of two directors as members of Class II of the 
        Board of Directors for a three year term.

     2. Approval of a proposal to effect a one-for-five reverse
        stock split (the "Reverse Stock Split") of the Company's
        outstanding Common Stock.

     3. Ratification of the appointment of Coopers & Lybrand as
        independent public accountants for the Company for 1994.

     4. A stockholder proposal (the "Stockholder Proposal") to
        request the Board of Directors to take the steps
        necessary to provide for cumulative voting of the
        Company's Common Stock.

     5. Such other business as may properly come before the
        meeting and any adjournment thereof.

     The Board of Directors has fixed March 23, 1994 as the record date for
determining the stockholders of the Company entitled to notice of and to vote at
the meeting and any adjournment thereof, and only holders of the Company's
Common Stock, $6 Cumulative Preferred Stock and $2 Noncumulative Convertible
Preference Stock of record at the close of business on such date will be
entitled to notice of and to vote at said meeting or adjournment.

                                   By order of the Board of Directors,


                                   Joseph L. von Rosenberg III
                                   Associate General Counsel
                                    and Corporate Secretary
Houston, Texas
March 25, 1994

  TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN 
YOUR PROXY AS PROMPTLY AS POSSIBLE. AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF 
MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE.