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         PRELIMINARY COPY -- CONFIDENTIAL, FOR THE INFORMATION OF THE
                    SECURITIES AND EXCHANGE COMMISSION ONLY.

                       [LETTERHEAD OF ZAPATA CORPORATION]


                               October ___, 1995


To Our Stockholders:

  You are cordially invited to attend a Special Meeting of Stockholders of
Zapata Corporation (the "Company") to be held on November ___, 1995, at 9:00
a.m., local time, at _______________________________________________________.

  At the Special Meeting, stockholders will be asked to consider and vote upon
the following matters:

  1. The approval of the sale of the Company's natural gas compression business
     conducted by its wholly owned subsidiaries, Energy Industries, Inc. and
     Zapata Energy Industries, L.P., to Enterra Corporation, all as more fully
     described in the accompanying Proxy Statement.

  2. The approval of the sale of the Company's natural gas gathering,
     processing, marketing and trading business conducted by its wholly owned
     subsidiary, Cimarron Gas Holding Company, on such terms and conditions that
     the Board of Directors determines are in the best interests of the Company
     and its stockholders, all as more fully described in the accompanying Proxy
     Statement.

  A description of each of the proposed sale transactions and other important
information is included in the accompanying Proxy Statement.

  The proposed sale transactions are important components in the Company's
strategy to exit the energy business and transform itself into a food services
company.  THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR EACH OF THE SALE PROPOSALS.

  Whether or not you plan to attend the Special Meeting, we ask that you
indicate the manner in which you wish your shares to be voted and sign and
return your proxy as promptly as possible in the enclosed envelope so that your
vote may be recorded.  You may vote your shares in person if you attend the
Special Meeting, even if you send in your proxy.

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