Exhibit 3(c)

                             CERTIFICATE OF DECREASE
                      IN AUTHORIZED AND OUTSTANDING SHARES
                             PURSUANT TO NRS 78.207
                                       OF
                               ZAPATA CORPORATION
                             (a Nevada Corporation)


     We, the  undersigned  President  and Secretary of Zapata  Corporation  (the
"Corporation") do hereby certify that:

     1. The Board of Directors of the Corporation,  on January 22, 2001, adopted
a resolution  decreasing the authorized and outstanding  shares of common stock,
preferred  stock and  preference  stock,  by means of a 1-for-10 reverse  stock
split, in accordance with the provisions of NRS 78.207

     2. (a) The number and par value of authorized shares before the decrease is
as follows:

          (i) Common Stock -- 165,000,000 shares authorized; $0.01 par value.

          (ii) Preferred Stock -- 2,000,000 shares authorized;  $0.01 par value;
     and

          (iii)  Preference  Stock--  18,000,000  shares  authorized;  $0.01 par
     value.

     (b) The  number  and par value of  authorized  shares  alter  the  1-for-10
reverse stock split is as follows:

          (i) Common Stock-- 16,500,000 shares authorized; $0.01 par value.

          (ii) Preferred Stock-- 200,000 shares authorized; $0.01 par value; and

          (iii) Preference Stock-- 1,800,000 shares authorized; $0.01 par value.

     (c)  Pursuant to the change,  one-tent of a share of common  stock shall be
issued for each issued share of common stock prior to the change; and

     (d) No fractional shares shall be issued pursuant to the change. In lieu of
fractional  shares, in accordance with NRS  78.205(2)(b),  the Corporation shall
issue to each holder of a  fractional  share after the  1-for-10  reverse  stock
split such  additional  fraction  of a share as is  necessary  to  increase  the
fractional  share to a full share.  The percentage of all issued and outstanding
shares of common stock with respect to which an  additional  fraction of a share
will be issued will be less than ten percent (10%).

     (e) No approval of stockholders is required pursuant to NRS 78.207; and

     (f) The  effective  date of the  1-for-i 0  reverse  stock  split  shall be
January 30, 2001 at 5:00 p.m. Eastern Time.











Dated:     January 23, 2001

                                                    ZAPATA CORPORATION


                                                    /s/ Avram A. Glazer
                                                    ----------------------
                                                    Avram A. Glazer, President


                                                    /s/ Gordon B. Forth
                                                    ----------------------
                                                    Gordon E. Forth, Secretary


STATE OF NEW YORK         )
COUNTY OF MONROE          )ss:

     On January 23, 2001 personally  appeared before me, a Notary Public,  Avram
A. Glazer,  who acknowledged that he executed the above document as President of
Zapata Corporation.


                                                    /s/ Michelle L. Ciresi
                                                    ----------------------
                                                    Notary Public

STATE OF NEW YORK         )
COUNTY OF MONROE          )ss:

     On January 23, 2001 personally appeared before me, a Notary Public,  Gordon
E. Forth, who  acknowledged  that he executed the above document as Secretary of
Zapata Corporation.


                                                    /s/ Gregory W. Gribben
                                                    ----------------------
                                                    Notary Public