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        RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

     Subject to stockholder ratification, the Board of Directors
has appointed Coopers & Lybrand to serve as the Company's
independent public accountants for the fiscal year ending
September 30, 1994.  Representatives of Coopers & Lybrand are
expected to be present at the meeting, and will have the
opportunity to make a statement if they desire to do so and to
respond to appropriate questions.

     On February 23, 1994, the Board of Directors of Zapata
Corporation (the "Company") decided to change the Company's
principal independent accountants from Arthur Andersen & Co.
("Arthur Andersen") to Coopers & Lybrand.  Prior to this
decision, the Audit Committee of the Board had discussed the
possible change, but had submitted the matter to the Board of
Directors without making any recommendation regarding the change.

     During the Company's two most recently-completed fiscal
years and the subsequent interim period preceding such change
there were no disagreements with Arthur Andersen on any matters
of accounting principles or practice, financial statement
disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Arthur Andersen, would have
caused it to make a reference to the subject matter of the
disagreement in connection with its report.  Arthur Andersen's
report on the Company's financial statements for either of the
past two years did not contain an adverse opinion or a disclaimer
of opinion, nor was it qualified or modified as to uncertainty,
audit scope or accounting principles.

     Representatives of Arthur Andersen & Co. will not be present
at the meeting.

     The Board of Directors recommends a vote FOR ratification of
the selection of Coopers & Lybrand as the Company's independent
public accountants for the fiscal year ending September 30, 1994.

                STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING

     Martin Glotzer, who resides at 7061 North Kedzie Avenue
#301, Chicago, Illinois 60645, is the owner of 1,024 shares, and
John J. Gilbert is the owner of 18 shares and co-trustee under
the will of Caston J. Gilbert for 200 shares of the Company's
Common Stock.  These stockholders  have advised the Company that
it is their intention to present the following resolution for
consideration and action by stockholders at the 1994 Annual
Meeting of Stockholders:

     "RESOLVED:  That the stockholders of Zapata
     Corporation, assembled in annual meeting in person and
     by proxy, hereby request the Board of Directors to take
     the steps necessary to provide for cumulative voting in
     the election of directors, which means each stockholder
     shall be entitled to as many votes as shall equal the
     number of shares he or she owns multiplied by the
     number of directors to be elected, and he or she may
     cast all of such votes for a single candidate, or any
     two or more of them as he or she may see fit."

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