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                              ZAPATA CORPORATION
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1.  FINANCIAL STATEMENTS

     The condensed consolidated financial statements included herein have been
prepared by Zapata Corporation ("Zapata" or the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
The financial statements reflect all adjustments that are, in the opinion of
management, necessary to fairly present such information. All such adjustments
are of a normal recurring nature. Although Zapata believes that the disclosures
are adequate to make the information presented not misleading, certain
information and footnote disclosures, including significant accounting policies,
normally included in financial statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to such
rules and regulations. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and the notes thereto
included in Zapata's latest annual report on Form 10-K.

     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of," which established
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used, and for long-lived assets and certain identifiable intangibles to be
disposed of. Adoption of the new standard by the Company is required no later
than the fiscal year ending September 30, 1997. Based on existing conditions and
a preliminary review, management believes adoption of the new standard will not
have a material impact on the Company's results of operations or financial
position.

     In April 1995, Zapata announced that the Company is considering the sale of
its two natural gas services businesses: the natural gas compression operation
and the natural gas gathering and processing operation. The decision to consider
exiting the energy industry is based on the belief that businesses outside the
energy industry may provide better opportunities for the Company to pursue. Due
to the preliminary nature of this decision process, the financial statement
impact of the ultimate disposition or retention of these businesses cannot be
determined at this time. The decision to consider redirecting operations away
from the energy industry does not imply a decision to liquidate Zapata. The
Company is evaluating opportunities to reinvest the shareholders' capital.

     The Company has cancelled the sale of the marine protein division.  Zapata
had previously announced that an agreement to sell its marine protein operations
for $56 million in cash and approximately $11 million in assumed obligations had
been reached with a group led by current management of the marine protein
operation.  However, the acquisition group was unable to close the transaction
by the scheduled closing date after all conditions precedent to the closing had
been met.  The acquisition group's inability to close was apparently due to the
inability of its financing source to provide proper funding on a timely basis.
The Company is studying alternatives for the marine protein operation at this
time.

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