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ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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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 of Directors 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.

ITEM 5.   OTHER EVENTS.
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On February 21, 1994, B. John Mackin, a director and former Chairman of the
Board and Chief Executive Officer of the Company, resigned.

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

          Exhibit 16(a) - Letter of Arthur Andersen & Co. regarding the above
disclosures