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                     DEREGISTRATION OF UNISSUED SECURITIES


          This Post-Effective Amendment to Registration Statement on Form S-8
(Registration No. 33-123) (the "Registration Statement") of Zapata Corporation,
a Delaware corporation (the "Company"), is being filed to deregister (i) certain
shares of the Company's common stock, par value $0.25 per share ("Common
Stock"), which were registered for issuance pursuant to the Zapata Haynie
Corporation Profit-Sharing/Savings Plan (the "Plan"), and (ii) related
participation interests in the Plan.

          The Registration Statement registered 705,882 shares of Common Stock
to be offered pursuant to the Plan and $6,000,000 of participation interests in
the Plan.  Effective with the beginning of the Plan's 1995 fiscal year (October
1, 1994), the option to make additional investments in Common Stock under the
Plan was terminated.  Accordingly, no additional shares of Common Stock or
related participation interests will be offered or sold pursuant to the
Registration Statement, and the Company hereby removes from registration such of
the 705,882 shares of Common Stock and related participation interests as remain
unsold.

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