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ITEM 5.  OTHER EVENTS.


  The information set forth in the press release issued by Zapata Corporation on
January 31, 1994 and filed as Exhibit 1 hereto is incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


(c)  Exhibits.
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  Exhibit 1 - Press release of Zapata Corporation issued on January 31, 1994.