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Board of Directors
Zapata Corporation
November 16, 1995
Page 4

advance of the meetings, of adequate information in support of the actions which
have been recommended for the Board. Moreover, when my attorneys or I have 
requested materials relevant to Board actions and meetings, such requests have 
been frequently ignored. For me this is intolerable.

  For that reason, for the reason that I do not agree with and cannot support 
the "new strategy" and in light of my serious reservations regarding the 
intentions of those responsible for the misleading disclosures in the Proxy 
Statement, not to mention the disclosures themselves, I am left no option except
to resign.

  Accordingly, in addition to the foregoing, accept this as my resignation from
the Board of Directors of Zapata and of all management and Board positions I
hold with Energy Industries as well as any other affiliate of Zapata.

  In this regard, I am sure that you are aware of Zapata's obligation under the
Securities Exchange Act of 1934 to file a Form 8-K due to my resignation because
of a disagreement with Zapata on matters relating to Zapata's operations,
policies and practices. This letter describes the nature of this disagreement
and I must insist that my resignation and this disagreement be disclosed. The
Form 8-K must state the date of my resignation (today), summarize my description
of this disagreement, and include a copy of this letter as an exhibit. The Form
8-K is due at the SEC and at the New York Stock Exchange within five business
days after today.

                                                 Sincerely,

                                                 /s/ Peter M. Holt

                                                 Peter M. Holt

cc: Mr. Joseph L. von Rosenberg, III