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                               ZAPATA CORPORATION
                        1717 ST. JAMES PLACE, SUITE 550
                              HOUSTON, TEXAS 77056
                                 (713) 941-6100
 
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                                PROXY STATEMENT
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                                  INTRODUCTION
 
GENERAL
 
  This Proxy Statement and the accompanying proxy card are furnished by Zapata
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Company's Board of Directors (the "Board of
Directors") for use at the Special Meeting of Stockholders or any adjournments
or postponements thereof (the "Special Meeting"), to be held at the time and
place set forth in the accompanying Notice of Special Meeting. This Proxy
Statement, the accompanying Notice of Special Meeting of Stockholders and the
enclosed form of proxy are first being mailed to stockholders of the Company on
or about November 10, 1995.
 
PURPOSE OF THE SPECIAL MEETING
 
  At the Special Meeting, stockholders will be asked to consider and vote to
approve the sale (the "Energy Industries Sale") of the Company's natural gas
compression business which is currently conducted by two wholly owned
subsidiaries of the Company, Energy Industries, Inc. and Zapata Energy
Industries, L.P. (collectively, "Energy Industries") to Weatherford Enterra,
Inc., and its wholly owned subsidiary, Enterra Compression Company
(collectively, "Weatherford Enterra"). The Energy Industries Sale will be
consummated in accordance with the terms and conditions of an Agreement dated
as of September 20, 1995 (the "Purchase Agreement") by and among the Company,
Energy Industries, Enterra Compression Company and Enterra Corporation. (On
October 5, 1995, Enterra Corporation merged with and into Weatherford
International Incorporated and that company changed its name to Weatherford
Enterra, Inc. Accordingly, all references in this Proxy Statement to
Weatherford Enterra prior to October 5, 1995 refer to Enterra Corporation and
its wholly owned subsidiary, Enterra Compression Company.) The proposal to sell
the Company's natural gas compression business is referred to herein as the
"Energy Industries Sale Proposal". Pursuant to the Purchase Agreement, subject
to stockholder approval, Weatherford Enterra will purchase from the Company all
of the assets of Energy Industries, for a purchase price (the "Purchase Price")
of $130 million, and assume certain liabilities of Energy Industries, subject
to certain adjustments based on the net asset value of Energy Industries on the
closing date, as described in "The Energy Industries Sale Proposal--Terms of
the Energy Industries Sale--Purchase Price".
 
  THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ENERGY
INDUSTRIES SALE PROPOSAL.
 
  At the date of this Proxy Statement, the Company does not know of any
business to be presented at the Special Meeting other than those matters that
are set forth in the Notice accompanying this Proxy Statement.
 
RECORD DATE, VOTING SECURITIES AND QUORUM
 
  The Board of Directors has fixed the close of business on November 3, 1995
(the "Record Date") as the record date for the determination of holders of
outstanding shares of the Company's outstanding shares of common stock, $.25
par value ("Common Stock"), and the Company's outstanding shares of $2
Noncumulative Convertible Preference Stock, $1.00 par value ("$2 Preference
Stock"), entitled to notice of,
 
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