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Certificate of Incorporation or, to the extent not stated therein, adopted by
resolution of the Board of Directors.  As of the date of this Prospectus, 2,637
shares of $2 Preference Stock were outstanding.  No other shares of Preference
Stock are outstanding as of the date of this Prospectus.     
    
          Subject to the prior rights of the holders of any outstanding
Preferred Stock, the holders of the Preference Stock of each series shall be
entitled to receive dividends, when, as and if declared by the Board of
Directors, out of any funds legally available therefor.  Zapata, at the option
of the Board of Directors, may redeem the Preference Stock of any series, at the
time or times and at the price or prices fixed for such series, upon notice duly
given as hereinafter provided.     
    
          In the event of any voluntary or involuntary liquidation, dissolution
or winding up of Zapata, holders of Preference Stock are entitled to receive
such rights as may be fixed for the series.  The holders of all series of
Preference Stock are entitled to share ratably, in accordance with the
respective amounts payable thereon, in any such distribution which is not
sufficient to pay in full the aggregate of the amounts payable thereon.  The
holders of Preference Stock have special voting rights with respect to certain
matters affecting the powers, preferences and privileges of the Preference Stock
of each respective series.     
    
$2 Preference Stock     
    
          The $2 Preference Stock ranks senior to Common Stock and junior to
Preferred Stock with respect to dividends and liquidation rights.  Subject to
the prior and superior rights of the Preferred Stock, the holders of the $2
Preference Stock are entitled to receive, when, as and if declared by the Board
of Directors, noncumulative cash dividends payable quarterly on January 1, April
1, July 1 and October 1 at the annual rate of $2.00 per share from funds legally
available therefor.  So long as any $2 Preference Stock remains outstanding, no
dividend may be declared or paid upon or set apart for any class of stock or
series thereof ranking junior to the $2 Preference Stock in the payment of
dividends, nor may any shares of any class of stock or series thereof ranking
junior to the $2 Preference Stock in payment of dividends be redeemed or
purchased by Zapata or any subsidiary thereof, nor may any moneys be paid to or
made available for a sinking fund for the redemption or purchase of any shares
of any class of stock or series thereof ranking junior to the $2 Preference
Stock in payment of dividends, unless in each instance dividends on all
outstanding shares of $2 Preference Stock for the then current quarterly
dividend period have been paid or declared and sufficient funds set aside for
the payment thereof.     
    
          No dividend may be declared on any share or shares of any other series
of Preference Stock or any other class of stock or series thereof ranking on a
parity with the $2 Preference Stock in respect of payment of dividends unless
there has been declared on all shares then outstanding of the $2 Preference
Stock, for the same dividend period, or for the dividend period of the $2
Preference Stock terminating within the dividend period of such parity stock,
like proportionate dividends, ratably, in proportion to the $2 Preference Stock
and such parity stock.  No shares of any other series of Preference Stock or of
any such other class or series ranking on a parity with the $2 Preference Stock
in respect of payment of dividends may be redeemed or purchased by Zapata or any
subsidiary thereof, nor may any moneys be paid to or made available for a
sinking fund for any such redemption or purchase unless dividends at the fixed
rate for the $2 Preference Stock for the then current dividend period have been
paid or declared and sufficient funds set aside for payment thereof.     
    
          In the event of any voluntary or involuntary liquidation, dissolution
or winding up of Zapata, after payment of the debts and other liabilities of
Zapata and any preferential amounts due to holders of Preferred Stock, the
holders of the $2 Preference Stock are entitled to receive a liquidation price
of $30 per share before any distribution may be made to the holders of Common
Stock or any other class of stock or series thereof ranking junior to the $2
Preference Stock with respect to the distribution of assets.     
    
          In addition to their right to vote 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, the
holders of the $2 Preference Stock have special voting rights with respect to
certain matters affecting the powers, preferences and privileges of such stock.
The Certificate of Incorporation provides that the number of directors
constituting the Board of Directors will be increased by two, and the holders of
the $2 Preference Stock will have, in addition to their other voting rights, the
exclusive right, voting separately as one class, to elect two directors to fill
such newly created     

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