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                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Stockholders and Board of Directors,
Zapata Corporation:
 
  We have audited the accompanying income statement, statement of cash flows
and reinvested earnings (deficit) and capital in excess of par value of Zapata
Corporation (a Delaware corporation) and subsidiary companies for the year
ended September 30, 1993 prior to restatement (and, therefore, are not
presented herein) for discontinued operations as described in Note 5 to the
restated financial statements. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
  We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Zapata
Corporation and subsidiary companies for the year ended September 30, 1993, in
conformity with generally accepted accounting principles.
 
                                          ARTHUR ANDERSEN LLP
 
Houston, Texas
December 17, 1993

 
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