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


                              FRONT SIDE OF PROXY

                              ZAPATA CORPORATION

                       THIS PROXY IS SOLICITED ON BEHALF
                   OF THE BOARD OF DIRECTORS OF THE COMPANY

  The undersigned, hereby revoking all prior proxies, hereby appoints Messrs.
Malcolm I. Glazer, Avram A. Glazer and Joseph L. von Rosenberg, III, and each of
them, as proxies and attorneys-in-fact of the undersigned, with full and several
power of substitution, to represent and to vote all the shares of Common Stock
or $2 Noncumulative Convertible Preference Stock of ZAPATA CORPORATION (the
"Company"), standing in the name of the undersigned and with respect to which
the undersigned would be entitled to vote if personally present at the Special
Meeting of Stockholders of the Company to be held on November ___, 1995 (the
"Special Meeting"), and at any adjournment(s) or postponement(s) thereof, with
respect to the following proposals:

1. To approve and authorize 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 and Enterra Compression
Company, all as more particularly described in the Proxy Statement relating to
the Special Meeting (the "Energy Industries Sale Proposal").

  For   / /    Against   / /  Abstain   / /

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ENERGY INDUSTRIES SALE
PROPOSAL.

2. To approve and authorize the sale of the Company's natural gas marketing,
trading, gathering and processing business conducted by its wholly owned
subsidiary, Cimarron Gas Holding Company and its subsidiaries, all as more
particularly described in the Proxy Statement relating to the Special Meeting
(the "Cimarron Sale Proposal").

  For   / /    Against   / /  Abstain   / /

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE CIMARRON SALE PROPOSAL.

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment(s)
or postponement(s) thereof, all as more particularly described in the Proxy
Statement relating to the Special Meeting.

            (CONTINUED AND TO BE DATED AND SIGNED ON THE OTHER SIDE)

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