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the S Stock GST Trust for Peter M. Holt, the Holt Corporate Stock Marital
Trust--1985, Holt Corporate Stock Life Trust--1985, and the Peter Holt H-R
Trust.  Pursuant to the Merger, Purchase and Sale Agreement with respect to the
acquisition of Energy Industries, Zapata has agreed to pay all of the expenses
in the preparation of the Registration Statement of which the Prospectus is a
part (other than (i) expenses of preparing financial statements relating to
Energy Industries, which shall be paid for by the shareholders of Energy
Industries, and (ii) commissions and discounts of any underwriters, dealers or
agents).  Zapata has also agreed to indemnify the Energy Industries Selling
Stockholders and any underwriters they utilize against certain civil
liabilities, including liabilities arising under the Securities Act.  In
addition, each Energy Industries Selling Stockholder has agreed to indemnify
Zapata against certain civil liabilities, including liabilities under the
Securities Act with respect to written information furnished by such Energy
Industries Selling Stockholder to Zapata.  The offering of the Shares by the
Energy Industries Selling Stockholders is expected to be terminated by no later
than October 1996, subject to extension in certain circumstances pursuant to the
Merger, Purchase and Sale Agreement with respect to the Energy Industries
acquisition.  Pursuant to a registration rights agreement among Zapata and the
Energy Industries Selling Stockholders, Zapata has agreed to provide certain
demand and piggyback registration rights to the Energy Industries Selling
Stockholders.  Such registration rights agreement is not effective, however, and
the Energy Industries Selling Stockholders do not have any rights thereunder,
until the Securities Liquidity Agreement has terminated or is no longer
effective.  Such registration rights agreement with the Energy Industries
Selling Stockholders will terminate on May 1, 1998.     
    
   Peter M. Holt became a member of the Board of Directors of Zapata in November
1993.  He is also the chairman and chief executive officer of Energy Industries,
a wholly-owned subsidiary of Zapata.     
    
CIMARRON SELLING STOCKHOLDERS     
    
   The Robert W. Jackson Trust, James C. Jewett and Robert H. Parks, Jr. are
referred to herein as the "Cimarron Selling Stockholders."  The offering of the
Shares by the Cimarron Selling Stockholders is expected to be terminated by no
later than October 1996.     
    
   Robert W. Jackson is the president and chief executive officer of Cimarron, a
wholly-owned subsidiary of Zapata.  Robert H. Parks, Jr. is a vice president of
Cimarron.     
    
SELLING STOCKHOLDERS     
    
          This Prospectus covers offers from time to time by the Selling
Stockholders of the Shares owned by the Selling Stockholders.  Set forth below
are (i) the names of the Selling Stockholders and (ii) the number of shares of
Common Stock held as of the date of this Prospectus by the Selling Stockholders,
which number is also the number of Shares which may be offered by each Selling
Stockholder pursuant to this Prospectus.  Any or all of the Shares listed below
may be offered for sale by the Selling Stockholders from time to time.  For more
than the last three years, certain of the Selling Stockholders have engaged in
various transactions with the Company in the course of providing financial
support for the Company in connection with the 1990 Restructuring, the
refinancing by Norex, the acquisition of Energy Industries and the acquisition
of Cimarron.     

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