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                               ZAPATA CORPORATION
                        1717 St. James Place, Suite 550
                              Houston, Texas 77056
                                 (713) 941-6100
 

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                          
                       TO BE HELD DECEMBER 15, 1995     
 
To the Stockholders of
Zapata Corporation:
   
  Notice is hereby given that a special meeting (the "Special Meeting") of
stockholders of Zapata Corporation will be held at the Omni Hotel, 4 Riverway,
Houston, Texas, 77056 on December 15, 1995, at 10:00 a.m. local time, for the
following purposes:     
     
    1. To consider and vote upon 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. (the "Energy Industries
  Sale Proposal"), to Weatherford Enterra, Inc., all as more fully described
  in the accompanying Proxy Statement.     
          
    
    2. To transact such other business incidental to the conduct of the
  Special Meeting or any adjournment(s) or postponement(s) thereof.     
     
  The Board of Directors has fixed the close of business on November 3, 1995 as
the record date for the determination of stockholders entitled to receive
notice of, and to vote at, the Special Meeting and any adjournment(s) or
postponement(s) thereof, and only stockholders of record at said time and on
said date are entitled to notice of, and to vote at, the Special Meeting.     
     
  THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ENERGY
INDUSTRIES SALE PROPOSAL.     
   
  Stockholders are cordially invited to attend the Special Meeting in person.
Those who will not attend and who wish their shares voted are requested to
sign, date and mail promptly the enclosed proxy, for which a return envelope is
provided.     
 
                                          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
   
N

ovember 13, 1995     
 
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, YOU ARE URGED
TO PROMPTLY COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE.