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REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committee
of Zapata Corporation:

We have audited the financial statements of the Zapata Haynie Corporation
Profit-Sharing/ Savings Plan as of September 30, 1994 and for the year then
ended as listed in the table of contents.  These financial statements and
schedules are the responsibility of the Pension and Benefits Committee.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Zapata
Haynie Corporation Profit-Sharing/ Savings Plan as of September 30, 1994 and the
changes in net assets available for plan benefits for the year then ended in
conformity with generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Fund Information in the statement of
net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund.  The Fund Information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

                                       Coopers & Lybrand L.L.P.

Houston, Texas
January 23, 1995

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