<PAGE>
 
 

                             ZAPATA CORPORATION

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON JULY 27, 1995


     The Annual Meeting of the Stockholders of Zapata Corporation will be held
at the offices of Bloomberg Financial Markets Commodity News, 499 Park Avenue,
New York, New York 10022 on Thursday, July 27, 1995, at 12:00 noon, New York
time, for the purpose of considering and voting on:

     1.  Election of two directors as members of Class III of the Board of
         Directors for three-year terms.

     2.  Ratification of the appointment of Coopers & Lybrand L. L. P. as
         independent public accountants for the Company for 1995.

     3.  A stockholder proposal to request the Board of Directors to take the
         steps necessary to provide for cumulative voting of the Company's 
         Common Stock.

     4.  Such other business as may properly come before the meeting and any
         adjournment thereof.

     The Board of Directors has fixed June 20, 1995 as the record date for
determining the stockholders of the Company entitled to notice of and to vote at
the meeting and at any adjournment thereof, and only holders of the Company's
Common Stock and $2 Noncumulative Convertible Preference Stock of record at the
close of business on such date will be entitled to notice of and to vote at the
meeting or adjournment.

                         By order of the Board of Directors,

                         /s/ Joseph L. von Rosenberg III

                         Joseph L. von Rosenberg III
                         Vice President, General Counsel
                           and Corporate Secretary


Houston, Texas
J

une 26, 1995

  TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY AS PROMPTLY AS POSSIBLE.  AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE.