<PAGE>   1
                                                    Registration No. 333-
                                                                         -------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

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

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

           DELAWARE                                             C-74-1339132
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1717 ST. JAMES PLACE, SUITE 550
        HOUSTON, TEXAS                                              77056
(address of principal executive                                   (Zip Code)
           offices)

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

                         1996 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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

                                 Eric T. Furey
            Vice President, General Counsel, and Corporate Secretary
                               Zapata Corporation
                        1717 St. James Place, Suite 550
                              Houston, Texas 77056
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (713) 940-6100

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
                                                   PROPOSED              PROPOSED
                                                    MAXIMUM               MAXIMUM
                                                   OFFERING              AGGREGATE             AMOUNT OF
  TITLE OF SECURITIES       AMOUNT TO BE             PRICE               OFFERING            REGISTRATION
    TO BE REGISTERED         REGISTERED          PER SHARE (1)           PRICE (1)                FEE
------------------------------------------------------------------------------------------------------------

<S>                       <C>                      <C>                  <C>                     <C>
Common Stock, $0.25
    par value             5,000,000 shares         $6.78125            $33,906,250             $10,003
============================================================================================================
</TABLE>

(1)  Estimated in accordance with Rules 457(c) and 457(h) solely for the
     purpose of calculating the registration fee and based upon the average of
     the high and low sales prices reported on the New York Stock Exchange
     Composite Tape on December 22, 1997.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


                 Note:  The document(s) containing the plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  The Registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428.  Upon
request, the Registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.





                                      I-1
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed with the Securities and Exchange
Commission (the "Commission") by Zapata Corporation (the "Company" or "Zapata")
(File No. 1-4219) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated in this Registration Statement by
reference.

                 (1)      Annual Report on Form 10-K for the year ended
         September 30, 1997;

                 (2)      The description of the Company's Common Stock
         contained in the Company's Current Report on Form 8-K dated 
         December 23, 1997.

                 All documents filed with the Commission by the Company
pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

                 Any statement contained herein or incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware General Corporation Law

                 Section 145(a) of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe





                                      II-1
<PAGE>   4
his conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                 Section 145(b) of the DGCL states that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                 Section 145(c) of the DGCL provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

                 Section 145(d) of the DGCL states that any indemnification
under subsections (a) and (b) of Section 145 (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b).  Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

                 Section 145(e) of the DGCL provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
Section 145.  Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

         Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person





                                      II-2
<PAGE>   5
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Restated Certificate of Incorporation

         Zapata's Restated Certificate of Incorporation provides that a
director of Zapata shall not be personally liable to Zapata or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Zapata or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)  under Section 174
of the DGCL or (iv)  for any transaction from which the director derived an
improper personal benefit.  Any repeal or modification of such provision of the
Restated Certificate of Incorporation by the stockholders of Zapata shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of Zapata existing at the time of such repeal or
modification.

         By-laws

         Zapata's By-laws provide that each person who was or is made a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of Zapata), by reason of
the fact that he is or was a director or officer of Zapata or is or was serving
or has agreed to serve at the request of Zapata as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall, subject to certain limitations, be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection therewith,
subject to certain conditions.  Zapata's By-laws also provide, subject to
certain limitations, that Zapata shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of Zapata to procure a judgment in
its favor by reason of the fact that such person is or was a director or
officer of Zapata, or is or was serving at the request of Zapata as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, against any expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Zapata.  Zapata's By-laws further specify
procedures for advancement of expenses by Zapata in certain circumstances.
Zapata's By-laws also empower Zapata to purchase and maintain insurance that
protects its officers, directors, employees and agents against any liabilities
incurred in connection with their service in such positions.

         Indemnification Agreements

         Zapata has entered into Indemnification Agreements with each of its
directors and executive officers.  The Indemnification Agreements provide for
indemnification substantially consistent with the indemnification provisions of
Zapata's By-laws.  The Indemnification Agreements also provide for specific
procedures regarding the right to indemnification and for the advancement of
expenses, including procedures for the submission of claims for
indemnification, procedures for determining entitlement to indemnification
(including the allocation of the burden of proof and selection of a reviewing
party) and provisions for the enforcement of the indemnification rights
established thereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.





                                      II-3
<PAGE>   6
ITEM 8.  EXHIBITS.

                 The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:

<TABLE>
<CAPTION>
                                                                  Report or          SEC File or
Exhibit                                                           Registration       Registration     Exhibit
Number                            Document Description            Statement          Number           Reference
-------                           --------------------            ------------       -----------      ---------
   <S>             <C>                                            <C>                    <C>          <C>
    4.1*    -      Restated Certificate of Incorporation of the   Current Report         1-4219          3(a)
                   Company filed with the Secretary of State      on Form 8-K
                   of Delaware May 3, 1994                        dated April 27,
                                                                  1994

    4.2*           Certificate of Designation, Preferences and    Quarterly Report       1-4219          3(b)
                   Rights of $1 Preference Stock                  on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.3*           Certificate of Designation, Preferences and    Quarterly Report      1-4219           3(c)
                   Rights of $100 Preference Stock                on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.4*    -      1996 Long-Term Incentive Plan of Zapata        Definitive Proxy      1-4219         Appendix
                                                                  Statement (Sch.                          A
                                                                  14A) dated
                                                                  November 13, 1996

    5       -      Opinion of Eric T. Furey, Esquire

   23.1     -      Consent of Coopers & Lybrand L.L.P.

   23.2     -      Consent of Eric T. Furey
                   (included in Exhibit 5)

    24      -      Powers of Attorney
</TABLE>

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

*       Incorporated herein by reference as indicated.

ITEM 9.     UNDERTAKINGS.

            (a)    The undersigned registrant hereby undertakes:

                   (1)    To file, during any period in which offers or sales
        are being made, a post-effective amendment to this registration
        statement:

                          (i)     To include any prospectus required by section
            10(a)(3) of the Securities Act;

                          (ii)    To reflect in the prospectus any facts or
            events arising after the effective date of the registration
            statement (or the most recent post-effective amendment thereof)
            which, individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration statement;





                                      II-4
<PAGE>   7
                          (iii)   To include any material information with
            respect to the plan of distribution not previously disclosed in the
            registration statement or any material change to such information
            in the registration statement;

            Provided, however, that the undertakings set forth in paragraphs
        (i) and (ii) above do not apply if the information required to be
        included in a post-effective amendment by those paragraphs is contained
        in periodic reports filed by the registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        the registration statement.

                   (2)    That, for the purpose of determining any liability
        under the Securities Act, each such post- effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

                   (3)    To remove from registration by means of a
        post-effective amendment any of the securities being registered which
        remain unsold at the termination of the offering.

            (b)    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

            (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.





                                      II-5
<PAGE>   8
                                   SIGNATURES


            Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on December 23,
1997.

                                              ZAPATA CORPORATION

                                      By:    /s/ Avram A. Glazer             
                                         ---------------------------------
                                         (Avram A. Glazer, President and
                                              Chief Executive Officer)

            Pursuant to the requirements of the Securities Act, this 
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signatures                            Title                                   Date
         ----------                            -----                                   ----
<S>                                  <C>                                           <C>
       /s/ Avram A. Glazer           President and Chief Executive                 December 23, 1997
-----------------------------        Officer and Director
       (Avram A. Glazer)             (Principal Executive Officer
                                     and Director)
             
       /s/ Robert A. Gardiner        Senior Vice President and                     December 23, 1997
-----------------------------        Chief Financial Officer
       (Robert A. Gardiner)          (Principal Financial Officer
                                     and Principal Accounting
                                     Officer)

WARREN H. GFELLER,  BRYAN G. GLAZER,
EDWARD S. GLAZER, MALCOLM I. GLAZER,
R. C. LASSITER, ROBERT V. LEFFLER,
JR., DAVID N. LITMAN                        Directors                              December 23, 1997
</TABLE>


*By:       /s/ Eric T. Furey    
    ---------------------------------
    (Eric T. Furey, Attorney-In-Fact)





                                      II-6
<PAGE>   9
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                  Report or          SEC File or
Exhibit                                                           Registration       Registration     Exhibit
Number                            Document Description            Statement          Number           Reference
-------                           --------------------            ------------       -----------      ---------
   <S>             <C>                                            <C>                    <C>          <C>
    4.1*    -      Restated Certificate of Incorporation of the   Current Report         1-4219          3(a)
                   Company filed with the Secretary of State      on Form 8-K
                   of Delaware May 3, 1994                        dated April 27,
                                                                  1994

    4.2*           Certificate of Designation, Preferences and    Quarterly Report       1-4219          3(b)
                   Rights of $1 Preference Stock                  on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.3*           Certificate of Designation, Preferences and    Quarterly Report      1-4219           3(c)
                   Rights of $100 Preference Stock                on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.4*    -      1996 Long-Term Incentive Plan of Zapata        Definitive Proxy      1-4219          Appendix
                                                                  Statement (Sch.                           A
                                                                  14A) dated
                                                                  November 13, 1996

    5       -      Opinion of Eric T. Furey, Esquire

   23.1     -      Consent of Coopers & Lybrand L.L.P.

   23.2     -      Consent of Eric T. Furey
                   (included in Exhibit 5)

    24      -      Powers of Attorney
</TABLE>

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

*       Incorporated herein by reference as indicated.





                                      II-7
[{"type": "S-8", "sequence": "1", "description": "ZAPATA CORPORATION", "secsgml_size_bytes": 28029}]
{"company-data": {"conformed-name": "ZAPATA CORP", "cik": "0000109177", "assigned-sic": "2070", "irs-number": "741339132", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43223", "film-number": "97744023"}, "business-address": {"street1": "1717 ST. JAMES PL STE 550", "street2": "P.O. BOX 4240", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7139406100"}, "mail-address": {"street1": "1717 ST JAMES PLACE", "street2": "P.O. BOX 4240 SUITE 550", "city": "HOUSTON", "state": "TX", "zip": "77210-4240"}, "former-company": [{"former-conformed-name": "ZAPATA NORNESS INC", "date-changed": "19720314"}, {"former-conformed-name": "ZAPATA OFF SHORE CO", "date-changed": "19690115"}]}
1
                                                    Registration No. 333-
                                                                         -------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

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

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

           DELAWARE                                             C-74-1339132
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1717 ST. JAMES PLACE, SUITE 550
        HOUSTON, TEXAS                                              77056
(address of principal executive                                   (Zip Code)
           offices)

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

                         1996 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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

                                 Eric T. Furey
            Vice President, General Counsel, and Corporate Secretary
                               Zapata Corporation
                        1717 St. James Place, Suite 550
                              Houston, Texas 77056
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (713) 940-6100

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

                        CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                   PROPOSED              PROPOSED
                                                    MAXIMUM               MAXIMUM
                                                   OFFERING              AGGREGATE             AMOUNT OF
  TITLE OF SECURITIES       AMOUNT TO BE             PRICE               OFFERING            REGISTRATION
    TO BE REGISTERED         REGISTERED          PER SHARE (1)           PRICE (1)                FEE
------------------------------------------------------------------------------------------------------------
Common Stock, $0.25
    par value             5,000,000 shares         $6.78125            $33,906,250             $10,003
============================================================================================================
(1)  Estimated in accordance with Rules 457(c) and 457(h) solely for the
     purpose of calculating the registration fee and based upon the average of
     the high and low sales prices reported on the New York Stock Exchange
     Composite Tape on December 22, 1997.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                 Note:  The document(s) containing the plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  The Registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428.  Upon
request, the Registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

                                      I-1
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed with the Securities and Exchange
Commission (the "Commission") by Zapata Corporation (the "Company" or "Zapata")
(File No. 1-4219) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated in this Registration Statement by
reference.

                 (1)      Annual Report on Form 10-K for the year ended
         September 30, 1997;

                 (2)      The description of the Company's Common Stock
         contained in the Company's Current Report on Form 8-K dated 
         December 23, 1997.

                 All documents filed with the Commission by the Company
pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

                 Any statement contained herein or incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware General Corporation Law

                 Section 145(a) of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe

                                      II-1
4
his conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                 Section 145(b) of the DGCL states that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                 Section 145(c) of the DGCL provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

                 Section 145(d) of the DGCL states that any indemnification
under subsections (a) and (b) of Section 145 (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b).  Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

                 Section 145(e) of the DGCL provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
Section 145.  Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

         Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person

                                      II-2
5
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Restated Certificate of Incorporation

         Zapata's Restated Certificate of Incorporation provides that a
director of Zapata shall not be personally liable to Zapata or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Zapata or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)  under Section 174
of the DGCL or (iv)  for any transaction from which the director derived an
improper personal benefit.  Any repeal or modification of such provision of the
Restated Certificate of Incorporation by the stockholders of Zapata shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of Zapata existing at the time of such repeal or
modification.

         By-laws

         Zapata's By-laws provide that each person who was or is made a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of Zapata), by reason of
the fact that he is or was a director or officer of Zapata or is or was serving
or has agreed to serve at the request of Zapata as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall, subject to certain limitations, be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection therewith,
subject to certain conditions.  Zapata's By-laws also provide, subject to
certain limitations, that Zapata shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of Zapata to procure a judgment in
its favor by reason of the fact that such person is or was a director or
officer of Zapata, or is or was serving at the request of Zapata as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, against any expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Zapata.  Zapata's By-laws further specify
procedures for advancement of expenses by Zapata in certain circumstances.
Zapata's By-laws also empower Zapata to purchase and maintain insurance that
protects its officers, directors, employees and agents against any liabilities
incurred in connection with their service in such positions.

         Indemnification Agreements

         Zapata has entered into Indemnification Agreements with each of its
directors and executive officers.  The Indemnification Agreements provide for
indemnification substantially consistent with the indemnification provisions of
Zapata's By-laws.  The Indemnification Agreements also provide for specific
procedures regarding the right to indemnification and for the advancement of
expenses, including procedures for the submission of claims for
indemnification, procedures for determining entitlement to indemnification
(including the allocation of the burden of proof and selection of a reviewing
party) and provisions for the enforcement of the indemnification rights
established thereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.

                                      II-3
6
ITEM 8.  EXHIBITS.

                 The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:
Report or          SEC File or
Exhibit                                                           Registration       Registration     Exhibit
Number                            Document Description            Statement          Number           Reference
-------                           --------------------            ------------       -----------      ---------
4.1*    -      Restated Certificate of Incorporation of the   Current Report         1-4219          3(a)
                   Company filed with the Secretary of State      on Form 8-K
                   of Delaware May 3, 1994                        dated April 27,
                                                                  1994

    4.2*           Certificate of Designation, Preferences and    Quarterly Report       1-4219          3(b)
                   Rights of $1 Preference Stock                  on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.3*           Certificate of Designation, Preferences and    Quarterly Report      1-4219           3(c)
                   Rights of $100 Preference Stock                on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.4*    -      1996 Long-Term Incentive Plan of Zapata        Definitive Proxy      1-4219         Appendix
                                                                  Statement (Sch.                          A
                                                                  14A) dated
                                                                  November 13, 1996

    5       -      Opinion of Eric T. Furey, Esquire

   23.1     -      Consent of Coopers & Lybrand L.L.P.

   23.2     -      Consent of Eric T. Furey
                   (included in Exhibit 5)

    24      -      Powers of Attorney
--------------

*       Incorporated herein by reference as indicated.

ITEM 9.     UNDERTAKINGS.

            (a)    The undersigned registrant hereby undertakes:

                   (1)    To file, during any period in which offers or sales
        are being made, a post-effective amendment to this registration
        statement:

                          (i)     To include any prospectus required by section
            10(a)(3) of the Securities Act;

                          (ii)    To reflect in the prospectus any facts or
            events arising after the effective date of the registration
            statement (or the most recent post-effective amendment thereof)
            which, individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration statement;

                                      II-4
7
                          (iii)   To include any material information with
            respect to the plan of distribution not previously disclosed in the
            registration statement or any material change to such information
            in the registration statement;

            Provided, however, that the undertakings set forth in paragraphs
        (i) and (ii) above do not apply if the information required to be
        included in a post-effective amendment by those paragraphs is contained
        in periodic reports filed by the registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        the registration statement.

                   (2)    That, for the purpose of determining any liability
        under the Securities Act, each such post- effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

                   (3)    To remove from registration by means of a
        post-effective amendment any of the securities being registered which
        remain unsold at the termination of the offering.

            (b)    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

            (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-5
8
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on December 23,
1997.

                                              ZAPATA CORPORATION

                                      By:    /s/ Avram A. Glazer             
                                         ---------------------------------
                                         (Avram A. Glazer, President and
                                              Chief Executive Officer)

            Pursuant to the requirements of the Securities Act, this 
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.
Signatures                            Title                                   Date
         ----------                            -----                                   ----
/s/ Avram A. Glazer           President and Chief Executive                 December 23, 1997
-----------------------------        Officer and Director
       (Avram A. Glazer)             (Principal Executive Officer
                                     and Director)
             
       /s/ Robert A. Gardiner        Senior Vice President and                     December 23, 1997
-----------------------------        Chief Financial Officer
       (Robert A. Gardiner)          (Principal Financial Officer
                                     and Principal Accounting
                                     Officer)

WARREN H. GFELLER,  BRYAN G. GLAZER,
EDWARD S. GLAZER, MALCOLM I. GLAZER,
R. C. LASSITER, ROBERT V. LEFFLER,
JR., DAVID N. LITMAN                        Directors                              December 23, 1997
*By:       /s/ Eric T. Furey    
    ---------------------------------
    (Eric T. Furey, Attorney-In-Fact)

                                      II-6
9
                               INDEX TO EXHIBITS
Report or          SEC File or
Exhibit                                                           Registration       Registration     Exhibit
Number                            Document Description            Statement          Number           Reference
-------                           --------------------            ------------       -----------      ---------
4.1*    -      Restated Certificate of Incorporation of the   Current Report         1-4219          3(a)
                   Company filed with the Secretary of State      on Form 8-K
                   of Delaware May 3, 1994                        dated April 27,
                                                                  1994

    4.2*           Certificate of Designation, Preferences and    Quarterly Report       1-4219          3(b)
                   Rights of $1 Preference Stock                  on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.3*           Certificate of Designation, Preferences and    Quarterly Report      1-4219           3(c)
                   Rights of $100 Preference Stock                on Form 10-Q for
                                                                  Quarter ended
                                                                  March 31, 1993

    4.4*    -      1996 Long-Term Incentive Plan of Zapata        Definitive Proxy      1-4219          Appendix
                                                                  Statement (Sch.                           A
                                                                  14A) dated
                                                                  November 13, 1996

    5       -      Opinion of Eric T. Furey, Esquire

   23.1     -      Consent of Coopers & Lybrand L.L.P.

   23.2     -      Consent of Eric T. Furey
                   (included in Exhibit 5)

    24      -      Powers of Attorney
-----------------

*       Incorporated herein by reference as indicated.

                                      II-7