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                   [LOGO OF ZAPATA CORPORATION APPEARS HERE]
 
                       SUPPLEMENT DATED NOVEMBER 30, 1995
                   TO PROXY STATEMENT DATED NOVEMBER 13, 1995
 
  GENERAL. The following information supplements the Proxy Statement dated
November 13, 1995 (the "Proxy Statement") of Zapata Corporation, a Delaware
corporation (the "Company"), relating to the meeting of the stockholders of the
Company scheduled to be held on December 15, 1995 at 10:00 a.m., local time, at
the Omni Hotel, 4 Riverway, Houston, Texas 77056. Certain terms that are not
defined in this Supplement are used as defined in the Proxy Statement. This
Supplement and the enclosed form of proxy are first being mailed to
stockholders of the Company on or about November 30, 1995.
 
  RECEIPT OF LETTER FROM FORMER DIRECTOR OF THE COMPANY. On November 17, 1995,
the Company received a letter dated November 16, 1995 (the "Resignation
Letter") from Peter M. Holt, a director of the Company, containing Mr. Holt's
resignation from the Board of Directors of the Company and from all of his
management and board positions with affiliates of the Company. The Resignation
Letter stated that Mr. Holt was resigning because of a disagreement with the
Company on matters relating to the Company's operations, policies and
practices. Mr. Holt requested that his resignation, his disagreement with the
Company and the Resignation Letter be disclosed in a Current Report on Form 8-K
to be filed with the Securities and Exchange Commission ("SEC") and the New
York Stock Exchange ("NYSE"). The Company made such filing with the SEC on
November 21, 1995 and with the NYSE on November 22, 1995.
 
  The Resignation Letter describes Mr. Holt's disagreement with the Company as
a disagreement regarding (i) the characterization of certain matters in the
Proxy Statement and (ii) the Company's implementation of a new strategic plan
involving repositioning the Company in the food packaging, food and food
service equipment and supply (collectively, "food services") business and
exiting the energy business.
 
  With regard to the Proxy Statement, the Resignation Letter asserts that there
are certain statements contained in the Proxy Statement that need to be
corrected in order for the disclosures therein to not be misleading.
Specifically, the Resignation Letter asserts that (i) Zapata's new strategic
plan to enter the food services business was not adopted by the Company's Board
of Directors until September 20, 1995, at the earliest, and yet the Proxy
Statement states that the strategy has been in development since late 1994 and
early 1995; (ii) Zapata has already identified its acquisition candidates for
expansion into the food services industry to be funded with the proceeds from
the sale of Energy Industries and that the failure to so state in the proxy
materials is misleading; and (iii) Zapata has failed to advise its stockholders
of what is meant by the words "new strategy" and "acquisitions in the food
service industry" in that, to the knowledge of Mr. Holt, the only acquisitions
that have been seriously considered by the Company in furtherance of its new
strategy, utilizing the proceeds to be received by the Company in the Energy
Industries transaction, are acquisitions from Malcolm I. Glazer, the Chairman
of the Board of Zapata, and his affiliates. With respect to the last assertion,
the Resignation Letter refers to the formation of a special committee of
certain disinterested members of the Company's Board of Directors (the "Special
Committee") on September 20, 1995 for the purpose of considering the possible
investments in Houlihan's Restaurant Group, Inc. ("Houlihan's") and Specialty
Equipment Companies, Inc. ("Speciality"). Malcolm Glazer or his affiliates
beneficially own substantial interests in those companies.
 
  The Company believes Mr. Holt's description of his disagreement with Zapata
contained in the Resignation Letter is both inaccurate and incomplete. Mr.
Holt's letter asserts that the Company's new