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          Because the Company does not know how many Shares may be sold by the
Selling Stockholders pursuant to this Prospectus, no estimate can be given as to
the number of the Shares that will be held by the Selling Stockholders upon
termination of this offering.     

    
                          DESCRIPTION OF CAPITAL STOCK     
    
          The authorized capital stock of Zapata consists of 165,000,000 shares
of Common Stock, 2,000,000 shares of Preferred Stock, of which the $6 Preferred
Stock is the only series outstanding, and 18,000,000 shares of Preference Stock,
of which the $2 Preference Stock is the only series with shares outstanding.  As
of February 16, 1994 (assuming the issuance of 300,000 shares of Common Stock
issuable on the conversion of 3,000 shares of $100 Preference Stock, if and when
issued), 158,602,958 shares of Common Stock, 44,943 shares of $6 Preferred Stock
and 2,637 shares of $2 Preference Stock were outstanding.  The following
description of the capital stock of Zapata does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the more complete
descriptions thereof set forth in (i) the Certificate of Incorporation, as
amended, (ii) the Certificate of Designation, Preferences and Rights of the $6
Preferred Stock (iii) the Certificate of Designations of the $100 Convertible
Preference Stock (the "$100 Preference Stock") and (iv) the By-Laws.     
    
COMMON STOCK     
    
          The holders of Common Stock are entitled to one vote per share, voting
with the holders of any other class of stock entitled to vote, without regard to
class, on all matters to be voted on by the stockholders of Zapata, including
the election of directors.  All issued and outstanding shares of Common Stock
are fully paid and nonassessable.  The Common Stock, including the Shares, is
currently listed on the NYSE.     
    
          Subject to the prior and superior rights of the Preferred Stock and
the prior and superior rights, if any, of any series of the Preference Stock,
the holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors from funds legally available therefor.  So
long as any shares of Preferred Stock or Preference Stock are outstanding,
Zapata may not pay or declare any dividends, whether in cash, stock or
otherwise, or make any distribution on the Common Stock, or purchase or retire
or otherwise acquire for a consideration any shares of Common Stock, unless (a)
all dividends on the Preferred Stock of all series for all past quarterly
dividend periods shall have been paid or declared and a sum sufficient for the
payment there set apart and the full dividends for the then current quarterly
dividend period have been paid or declared and (b) all dividends on the
Preference Stock of all series for all past dividend periods and the current
quarterly dividend period shall have been paid or declared and a sum sufficient
for the payment thereof set apart if and to the extent that the Certificate of
Incorporation or a designating resolution adopted by the Board of Directors (a
"Designating Resolution") grants such series preferential dividend rights with
respect to the Common Stock.  The $2 Preference Stock has such rights that are
prior and superior to the Common Stock only with respect to the then current
quarterly dividend period.     
    
          In the event of any liquidation, dissolution or winding up of the
affairs of Zapata, the holders of the Common Stock are entitled to receive, pro
rata, any assets of Zapata remaining after payment has been made in full (a) to
the holders of the Preferred Stock of the liquidation price established for such
stock, plus an amount equal to any dividends accrued thereon and unpaid to the
payment date, and (b) to the holders of the Preference Stock of each series of
the liquidation price, if any, established for such series, plus if so provided
in the Certificate of Incorporation or the applicable Designating Resolution, an
amount equal to any dividends accrued thereon and unpaid to the payment date for
which the holders of stock of such series shall have rights that are in such
instances prior and superior to those of the holders of the Common Stock.  The
holders of the Preference Stock are entitled to receive only the liquidation
price established therefor prior to such a distribution to the holders of the
Common Stock.     
    
PREFERRED STOCK     
    
          The Preferred Stock may be issued in one or more series, consisting of
(i) the $6 Preferred Stock and (ii) such other series as may be established and
designated from time to time by the Board of Directors.  The Certificate of
Incorporation authorizes the Board of Directors to establish and designate any
unissued shares of Preferred Stock as a     

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