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I

TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
 
  On February 23, 1994, the Board of Directors of Zapata Corporation decided to
change the Company's principal independent accountants from Arthur Andersen &
Co. ("Arthur Andersen") to Coopers & Lybrand L.L.P. During the Company's two
most recently-completed fiscal years and the subsequent interim period
preceding such change there were no disagreements with Arthur Andersen on any
matters of accounting principles or practice, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make a reference to the subject matter
of the disagreement in connection with its report. Arthur Andersen's report on
the Company's financial statements for the two years prior to dismissal did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles.
 

                                    PART III
 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
  Pursuant to General Instruction G of Form 10-K, the information called for by
Item 10 of Part III of Form 10-K is incorporated by reference to the
information set forth in the Company's definitive proxy statement relating to
the 1996 Annual Meeting of Stockholders of the Company (the "1996 Proxy
Statement") to be filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in response to Items 401
and 405 of Regulation S-K under the Securities Act of 1933, as amended, and the
Exchange Act ("Regulation S-K"), or if the 1996 Proxy Statement is not so filed
within 120 days after September 30, 1995 such information will be included in
an amendment to this report filed not later than the end of such period.
Reference is also made to the information appearing in Item 1 of Part I of this
Annual Report on Form 10-K under the caption "Business and Properties--
Executive Officers of the Registrant."
 

ITEM 11. EXECUTIVE COMPENSATION.
 
  Pursuant to General Instruction G of Form 10-K, the information called for by
Item 11 of Part III of Form 10-K is incorporated by reference to the
information set forth in the 1996 Proxy Statement in response to Item 402 of
Regulation S-K, or if the 1996 Proxy Statement is not so filed within 120 days
after September 30, 1995 such information will be included in an amendment to
this report filed not later than the end of such period.
 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
  Pursuant to General Instruction G of Form 10-K, the information called for by
Item 12 of Part III of Form 10-K is incorporated by reference to the
information set forth in the 1996 Proxy Statement in response to Item 403 of
Regulation S-K, or if the 1996 Proxy Statement is not so filed within 120 days
after September 30, 1995 such information will be included in an amendment to
this report filed not later than the end of such period.
 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
  Pursuant to General Instruction G of Form 10-K, the information called for by
Item 13 of Part III of Form 10-K is incorporated by reference to the
information set forth in the 1996 Proxy Statement in response to Item 404 of
Regulation S-K, or if the 1996 Proxy Statement is not so filed within 120 days
after September 30, 1995 such information will be included in an amendment to
this report filed not later than the end of such period.
 
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