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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-05-005750.txt : 20050506
<SEC-HEADER>0000950123-05-005750.hdr.sgml : 20050506
<ACCEPTANCE-DATETIME>20050506092047
ACCESSION NUMBER:		0000950123-05-005750
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050506
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050506
DATE AS OF CHANGE:		20050506

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ZAPATA CORP
		CENTRAL INDEX KEY:			0000109177
		STANDARD INDUSTRIAL CLASSIFICATION:	FATS & OILS [2070]
		IRS NUMBER:				741339132
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04219
		FILM NUMBER:		05805551

	BUSINESS ADDRESS:	
		STREET 1:		100 MERIDIAN CENTRE
		STREET 2:		SUITE 350
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14618
		BUSINESS PHONE:		585 242 2000

	MAIL ADDRESS:	
		STREET 1:		100 MERIDIAN CENTRE
		STREET 2:		SUITE 350
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14618

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ZAPATA NORNESS INC
		DATE OF NAME CHANGE:	19720314

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ZAPATA OFF SHORE CO
		DATE OF NAME CHANGE:	19690115
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y08746e8vk.txt
<DESCRIPTION>ZAPATA CORPORATION
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of report (Date of earliest event reported)          May 6, 2005
                                                --------------------------------

                               ZAPATA CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

         1-4219                                            74-1339132
- --------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)

100 Meridian Centre, Suite 350, Rochester, New York    14618
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)

(585) 242-2000
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
<PAGE>
                    INFORMATION TO BE INCLUDED IN THE REPORT

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL
          YEAR.

      The Board of Directors of Zapata Corporation ("ZAPATA" or the "COMPANY")
has approved an amendment to Article I, Section 6 of the Company's By-Laws
effective as of May 6, 2005. The amendment to Article I, Section 6 provides that
the officer or agent in charge of the Company's stock records will maintain a
complete list of the Company's stockholders which shall be available for review
during ordinary business hours not less than ten days prior to stockholder
meetings at either the principal office of the Company or at the place where the
meeting is to be held, as indicated in the notice of the meeting. The amendment
to Article I, Section 6 also provides that the stockholder list shall be prima
facie evidence of the identity of stockholders entitled to examine the
stockholder list and vote at the meetings. The text of the previous Article I,
Section 6 and the text of the amended Article I, Section 6 of the Company's
By-Laws are attached to this report as Exhibit 3.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits

           Exhibit No.       Description
           -----------       -----------

           Exhibit 3         Text of Previous Article I, Section 6 and Text of
                             Amended Article I, Section 6

           Exhibit 23.1      Consent of PricewaterhouseCoopers LLP dated May 6,
                             2005


                                      -2-
<PAGE>
                                   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


Date:  May 6, 2005                      By:     /s/ Leonard DiSalvo
                                                --------------------------------
                                        Name:   Leonard DiSalvo
                                        Title:  Vice President - Finance and CFO


                                      -3-
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.           Description
- -----------           -----------

Exhibit 3             Text of Previous Article I, Section 6 and Text of Amended
                      Article I, Section 6

Exhibit 23.1          Consent of PricewaterhouseCoopers LLP dated May 6, 2005


                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>y08746exv3.txt
<DESCRIPTION>TEXT OF PREVIOUS ARTICLE I, SECTION 6 AND TEXT OF AMENDED ARTICLE I, SECTION 6
<TEXT>
<PAGE>
                                                                       EXHIBIT 3

Text of Previous Article I, Section 6

      LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or other
      officer of the Corporation who shall have charge of the stock ledger,
      either directly or through a transfer agent appointed by the Board, to
      prepare and make, at least ten (10) days before every meeting of
      stockholders, a complete list of the stockholders entitled to vote at such
      meeting arranged in alphabetical order. Such list shall be open to the
      examination of any stockholder at the place where said meeting is to be
      held for said ten (10) days, and shall be produced and kept at the time
      and place of the meeting during the whole time thereof, and subject to the
      inspection of any stockholder who may be present. The original or a
      duplicate stock ledger shall be the only evidence as to who are the
      stockholders entitled to examine such list or the books of the Corporation
      or to vote in person or by proxy at such meeting.

Text of Amended Article I, Section 6

            LIST OF STOCKHOLDERS. The officer or agent having charge and custody
            of the stock transfer books of the Corporation, shall prepare, at
            least ten (10) days before each meeting of stockholders, a complete
            list of the stockholders entitled to vote at such meeting, arranged
            in alphabetical order and showing the address of each stockholder
            and the number of shares having voting privileges registered in the
            name of each stockholder. The list must be arranged by class or
            series of shares. Such list shall be open to the examination of any
            stockholder, for any purpose germane to the meeting, during ordinary
            business hours for a period of not less than ten (10) days prior to
            such meeting either at the principal office of the Corporation or at
            a place within the city where the meeting is to be held, as
            specified in the notice of the meeting. The original stock ledger or
            transfer book, or a duplicate thereof, shall be prima facie evidence
            as to identity of the stockholders entitled to examine such list or
            stock ledger or transfer book and to vote at any such meeting of the
            stockholders. The failure to comply with the requirements of this
            Section shall not affect the validity of any action taken at said
            meeting.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>y08746exv23w1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOPPERS LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 333-43223, 333-45568 and 33-19085) of our report
dated March 11, 2005 relating to the consolidated financial statements,
consolidated financial statement schedules, management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting, of Zapata Corporation, which
appears in Zapata Corporation's Annual Report on Form 10-K for the year ended
December 31, 2004.

PricewaterhouseCoopers LLP
Rochester, New York
May 6, 2005


                                      -6-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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