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                                                         [Preliminary Copy]
                              PROXY STATEMENT

     This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Zapata Corporation, a Delaware corporation
(hereinafter called the "Company"), to be voted at the 1994 Annual Meeting of
Stockholders to be held on Wednesday, April 27, 1994, and any and all
adjournments thereof.

     Solicitation of proxies by mail is expected to commence on March 25, 1994,
and the cost thereof will be borne by the Company. In addition to such
solicitation by mail, certain of the directors, officers and regular employees
of the Company may, without extra compensation, solicit proxies by telephone,
telegraph and personal interview. Arrangements will be made with brokerage
houses, custodians, nominees and other fiduciaries to send proxy material to
their principals, and they will be reimbursed by the Company for postage and
clerical expenses. Furthermore, Morrow & Co. has been retained to assist in the
solicitation of proxies from stockholders of the Company for an anticipated fee
of $5,000 plus out-of-pocket expenses.

     Shares represented by properly executed proxies will be voted as specified.
If no specifications have been given in a proxy, the shares represented thereby
will be voted FOR the election of nominees listed herein as directors (Item 1),
FOR the Reverse Stock Split (Item 2), FOR the ratification of Coopers & Lybrand
as independent public accountants for 1994 (Item 3), AGAINST the Stockholder
Proposal (Item 4), and, in the discretion of the persons named in the proxy, on
any other business that may properly come before the meeting.

     Proxies may be revoked at any time prior to the exercise thereof by filing
with the Corporate Secretary, at the Company's principal executive offices, a
written revocation or a duly executed proxy bearing a later date. The principal
executive offices of the Company are located at One Riverway, 777 South Post Oak
Lane, Suite 2200, Houston, Texas 77056. The mailing address of the Company is
P.O. Box 4240, Houston, Texas 77210-4240. For a period of at least ten days
prior to the Annual Meeting of Stockholders, a complete list of stockholders
entitled to vote at such meeting will be available for inspection by
stockholders of record during ordinary business hours for proper purposes at the
Company's principal executive offices.

                             VOTING SECURITIES

     Stockholders of record at the close of business on March 23, 1994 (the
"Record Date"), are entitled to vote at the meeting and at any adjournments
thereof. On that date the issued and outstanding capital stock of the Company
consisted of 158,302,958 shares of Common Stock (the "Common Stock"), 44,943
shares of $6 Cumulative Preferred Stock (the "$6 Preferred Stock") and 2,687
shares of $2 Noncumulative Convertible Preference Stock (the "$2 Preference
Stock"), each of which shares is entitled to one vote. The presence at the
meeting, in person or by proxy, of the holders of a majority of the outstanding
shares of voting stock of the Company is necessary to constitute a quorum for
the transaction of business at the Annual Meeting of Stockholders. If there are
not sufficient shares represented in person or by proxy at the meeting to
constitute a quorum, the meeting may be postponed or adjourned in order to
permit further solicitations of proxies by the Company. Proxies given pursuant
to this solicitation and not revoked will be voted at any postponement or
adjournment of the Annual Meeting of Stockholders in the manner hereinabove set
forth.