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                                                         [Preliminary Copy]



                                  [Logo]





                              March 25, 1994



To Our Stockholders:

You are cordially invited to attend the 1994 Annual Meeting of Stockholders to
be held at 10:00 a.m., Houston time, at the offices of the Company at One
Riverway, 777 South Post Oak Lane, Suite 2200, Houston, Texas 77056, on April
27, 1994.

At the meeting, we will report on the progress of the Company, comment on
matters of interest, and respond to your questions. A copy of the Company's 1993
annual report to stockholders has previously been furnished to all stockholders.

Of particular importance, the Company's Board of Directors is recommending for
stockholder approval a one-for-five reverse stock split of the Company's
outstanding Common Stock. At its current share price, the Company's Common Stock
falls below the threshold of many investors. The primary purpose of the reverse
stock split is to increase the attractiveness of the Common Stock and hopefully
gain institutional support. If the reverse stock split is approved, an annual
dividend of $0.14 per share will be instituted on all outstanding shares of
Common Stock, after adjustment.

Whether or not you plan to attend the meeting, we ask that you indicate the
manner in which you wish your shares to be voted and sign and return your proxy
as promptly as possible in the enclosed envelope so that your vote may be
recorded. You may vote your shares in person if you attend the meeting, even if
you send in your proxy.

I appreciate your interest in Zapata as we continue efforts to refocus the
Company.

Sincerely yours,





R.C. Lassiter
Chairman and 
Chief Executive Officer