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                              ZAPATA CORPORATION
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1.  FINANCIAL STATEMENTS
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     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 April 1995, Zapata adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 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.  As a result of adopting
SFAS 121, the Company recorded a $12.6 million pretax provision for asset
impairment to reduce its marine protein assets to their estimated fair market
value.  The fair market value of the marine protein assets was determined based
upon the highest third-party competitive bid which had been received by the
Company.

NOTE 2.  SALE OF NATURAL GAS COMPRESSION OPERATIONS
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     In April 1995, Zapata announced that the Company was considering the sale
of its natural gas compression operations.  In June 1995, Zapata announced that
it had entered into an agreement to sell the assets of its natural gas
compression division for $130 million to Enterra Corporation.  The sale is
subject to stockholder approval and certain governmental approvals.

NOTE 3.  DISCONTINUED MARINE PROTEIN OPERATIONS SUBSEQUENTLY RETAINED
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          Zapata has decided to retain the marine protein operations which had
previously been reported as a discontinued operation.  In April 1995, the
Company announced the cancellation of the sale of the marine protein division.
Zapata had previously announced that an agreement to sell its marine protein
operations had been reached.  However, the acquisition group failed to close the
transaction.

          The Company has concluded that the value of its marine protein
operations could be more effectively realized by retaining these operations as
part of Zapata's ongoing operations, rather than pursuing another sale
transaction.  As a result, marine protein's net assets and results of operations
for all periods have been reclassified from discontinued operations to
continuing operations.  Marine protein's results of operations from October 1994
through March 1995 had previously been offset against an after-tax reserve of
$8.9 million established in the fourth quarter of fiscal 1994 for the

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