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                                                    ADOPTED:  July 29, 1969
                                                    AMENDED:  December 15, 1969
                                                    AMENDED:  December 7, 1970
                                                    AMENDED:  January 11, 1971
                                                    AMENDED:  May 3, 1971
                                                    AMENDED:  December 27, 1971
                                                    AMENDED:  April 22, 1975
                                                    AMENDED:  January 14, 1976
                                                    AMENDED:  December 17, 1976
                                                    AMENDED:  December 14, 1978
                                                    AMENDED:  June 25, 1979
                                                    AMENDED:  December 19, 1979
                                                    AMENDED:  February 18, 1981
                                                    AMENDED:  October 7, 1981
                                                    AMENDED:  December 15, 1982
                                                    AMENDED:  February 16, 1983
                                                    AMENDED:  May 18, 1983
                                                    AMENDED:  February 17, 1984 
                                                    AMENDED:  December 31, 1985
                                                    AMENDED:  April 2, 1987
                                                    AMENDED:  July 10, 1987
                                                    AMENDED:  February 10, 1988 
                                                    AMENDED:  March 20, 1992   
                                                    AMENDED:  February 26, 1993
                                                    AMENDED:  July 1, 1993     
                                                    AMENDED:  January 20, 1994 
                                                    AMENDED:  February 23, 1994
                                                    AMENDED:  August 17, 1994  
                                                    AMENDED:  November 21, 1995 

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                               ZAPATA CORPORATION

                            (a Delaware corporation)

                                   __________

                                   ARTICLE I

                                    Offices
                                    -------

          SECTION 1.   Registered Office.   The registered office of ZAPATA
CORPORATION (hereinafter called the Corporation) shall be in the City of
Wilmington, County of New Castle, State of Delaware, and the resident agent in
charge thereof shall be The Corporation Trust Company.

          SECTION 2.   Other Offices.   The Corporation may have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors

 may from time to time determine or as shall
be necessary or appropriate for the conduct of the business of the Corporation.