SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                    FORM 8-K


                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(D)
                         OF THE SECURITIES EXCHANGE ACT

                           -------------------------



Date of Report:  JANUARY 31, 1994


                               ZAPATA CORPORATION
             (Exact name of registrant as specified in its charter)


             DELAWARE                      1-4219               C-74-1339132
  (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
        of incorporation)                                   Identification No.)



             P.O. BOX 4240
             HOUSTON, TEXAS                               77210-4240
  (Address of principal executive offices)                (Zip Code)



                                 (713) 940-6100
              (Registrant's telephone number, including area code)
                                        

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report)
                                        


ITEM 5.  OTHER EVENTS.


  The information set forth in the press release issued by Zapata Corporation on
January 31, 1994 and filed as Exhibit 1 hereto is incorporated herein by
reference.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


(c)  Exhibits.
     -------- 

  Exhibit 1 - Press release of Zapata Corporation issued on January 31, 1994.


                                   SIGNATURES


  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                      ZAPATA CORPORATION
                                      (Registrant)


                                      By: /s/   Thomas H. Bowersox
                                         --------------------------------
                                      Name:  Thomas H. Bowersox
                                      Title: Executive Vice President


Date: February 8, 1994



                                                                       EXHIBIT 1

ZAPATA REPORTS INCOME                         FOR IMMEDIATE RELEASE
FOR FIRST 1994 QUARTER                        January 31, 1994

  HOUSTON--Zapata Corporation reported net income of $17.3 million for the first
quarter of fiscal 1994, which ended December 31, 1993, compared with net income
of $1.0 million for the first quarter of the previous year, Zapata Chairman and
Chief Executive Officer R.C. Lassiter announced today.

  "The improvement in net income for the first quarter of 1994 compared with the
previous year is attributable to a pretax gain of $33.8 million from the sale of
3.75 million shares of Zapata's Tidewater Inc. common stock," Lassiter said.
Zapata used most of the $77.8 million in proceeds from the sale to prepay 13
percent senior debt and strengthen the Company's balance sheet.  As a result,
Zapata's debt totalled $74.5 million at the end of the quarter.

  "Zapata's financial condition today is significantly improved from that of any
time in recent history and the company is poised for future growth," Lassiter
said.  "Total debt of $74.5 million compares very favorably to stockholder's
equity of $194.6 million. Zapata's investment in net property and equipment of
$149.4 million has grown considerably from the $96.3 million of one year ago."

  As a result of lower gas production volumes in the Gulf of Mexico, however,
Zapata's operating income of $2.2 million for the first quarter of fiscal 1994
was below the $2.5 million reported for that of the year-earlier quarter.  While
other operating divisions (including newly-acquired Energy Industries) reported
improved results, operating income from Zapata's oil and gas division fell from
$3.0 million during the first quarter of  fiscal 1993 to $200,000 for the first
quarter of 1994.

  "Production difficulties in the company's principal gas field, the Wisdom
field, have been thoroughly analyzed and efforts to restore production will
begin in February," the Zapata Chairman said.  "We had anticipated a December
start-up, but the lack of workover rig availability delayed the project."

  Zapata's 1994 first quarter financial statements include theresults from
Energy Industries, a major international supplier of natural gas compression
equipment and services, which Zapata acquired in November.  During the two-month
period, Energy Industries contributed operating income of $1.0 million on
revenues of $12.6 million.



  As a result of the addition of gathering systems and processing facilities
acquired during 1993, Zapata's natural gas gathering/processing subsidiary,
Cimarron Gas Companies, Inc., improved its operating results from the year-
earlier period. Despite lower prices for natural gas liquids caused by falling
oil prices, Cimarron had operating income for the 1994 first quarter of $600,000
on $43.5 million of revenues.  The 1993 quarterly results included $200,000 of
Cimarron's operating income on revenues of $50.7 million. 

  Zapata's marine protein operations reported improved operating performance
during the quarter based on increased sales volumes of fish meal and fish oil.
Divisional operating income totalled $1.8 million for the first quarter of 1994,
versus operating income of $500,000 for the year-earlier quarter. Revenue for
the first quarter of 1994 was $20.7 million, compared with $13.0 million a year
earlier.

  Zapata Corporation (NYSE symbol: ZOS) is a Houston-based international company
primarily involved in natural gas services.  Zapata rents, fabricates and
services natural gas compression packages, as well as gathers and processes
natural gas.  Zapata also produces natural gas and marine protein products.

                                   - - 0 - -

CONTACTS: Barney White, Vice President--Corporate Affairs,
          (713) 940-6240

          David Skarke, Vice President--Corporate Development,
          (713) 940-6148

                                   - - 0 - -


INCOME STATEMENT: FIRST FISCAL QUARTER
- -----------------------------------------                
(Unaudited; in millions, except per share)
1994 1993 ------ ------ Revenues $ 80.2 $ 70.9 ------ ------ Expenses: Operating 70.1 61.8 Depreciation 3.5 3.7 Administrative 4.4 2.9 ------ ------ 78.0 68.4 ------ ------ Operating income 2.2 2.5 ------ ------ Interest expense, net (3.0) (3.4) ------ ------ Other income: Gain on sale of Tidewater common stock 33.8 --- Other (6.3) 1.9 ------ ------ 27.5 1.9 ------ ------ Income before income taxes 26.7 1.0 Provision for income taxes 9.4 --- ------ ------ Net income 17.3 1.0 Preferred stock dividends 0.1 0.1 ------ ------ Net income available to common stock $ 17.2 $ 0.9 ====== ====== Net income per common share $ 0.11 $ 0.01 ====== ====== Average common shares and equivalents outstanding 155.0 129.9
--0-- DIVISIONAL REVENUES AND OPERATING INCOME: FIRST FISCAL QUARTER - --------------------------------------------------------------- (Unaudited; in millions)
1994 1993 ------ ------ Revenues Natural Gas Compression $12.6 $ --- Natural Gas Gathering/Processing 43.5 50.7 Oil & Gas 3.4 7.2 Marine Protein 20.7 13.0 ----- ----- $80.2 $70.9 ===== ===== Operating income (loss) Natural Gas Compression $ 1.0 $ --- Natural Gas Gathering/Processing 0.6 0.2 Oil & Gas 0.2 3.0 Marine Protein 1.8 0.5 Corporate (1.4) (1.2) ----- ----- $ 2.2 $ 2.5 ===== =====
--0--
BALANCE SHEET: FIRST FISCAL QUARTER - -------------------------------------------------------------- (Unaudited; in millions) December 31 1993 1992 ------ ------ Assets - ------ Cash and cash equivalents $ 22.0 $ 30.3 Receivables 33.8 25.0 Inventory 53.3 23.8 Other current assets 2.9 3.5 ------ ------ Total current assets 112.0 82.6 ------ ------ Investments 12.2 115.0 Goodwill 27.6 1.9 Other assets 24.7 16.9 ------ ------ 64.5 133.8 ------ ------ Property and equipment 193.9 128.1 Less accumulated depreciation (44.5) (31.8) ------ ------ 149.4 96.3 ------ ------ Total assets $325.9 $312.7 ====== ====== Liabilities/Stockholders' Investment - ------------------------------------ Current maturities $ 2.9 $ 19.8 Other current liabilities 41.4 35.0 ------ ------ Total current liabilities 44.3 54.8 ------ ------ Long-term debt 71.5 116.1 Other liabilities 15.5 14.7 Stockholders' investment 194.6 127.1 ------ ------ Total liabilities/stockholders' investment $325.9 $312.7 ====== ======