SC 13D/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 7)

                          ENVIRODYNE INDUSTRIES, INC.
________________________________________________________________________________
                                (Name of Issuer)

                    Common Stock, par value $0.01 per share
________________________________________________________________________________
                         (Title of Class of Securities)

                                   294037205
________________________________________________________________________________
                                 (CUSIP Number)

                          Joseph L. von Rosenberg III
       Executive Vice President, General Counsel and Corporate Secretary
                               ZAPATA CORPORATION
                        1717 St. James Place, Suite 550
                              Houston, Texas 77056
                                 (713) 940-6100
________________________________________________________________________________
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                May 14, 1997
________________________________________________________________________________
            (Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.




                              Page 1 of 4 Pages

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INTRODUCTORY NOTE.

                 This Amendment No. 7 to Schedule 13D is being filed on behalf
of Zapata Corporation, a Delaware corporation ("Zapata"), to supplement certain
information set forth in the Schedule 13D relating to securities of Envirodyne
Industries, Inc. (the "Issuer") originally filed by Zapata on August 17, 1995,
as amended by Amendments No. 1, 2, 3, 4, 5 and 6 to Schedule 13D filed on June
21, 1996, March 10, 1997, March 31, 1997, April 18, 1997, April 23, 1997 and
April 29, 1997, respectively.

ITEM 4.          PURPOSE OF TRANSACTION

         Item 4 to the Schedule 13D is hereby supplemented as follows:

         On May 14, 1997, Zapata sent a letter to F. Edward Gustafson,
Chairman, President and Chief Executive Officer of the Issuer, proposing a
merger transaction by which Zapata would acquire the shares of Common Stock of
the Issuer not owned by Zapata for consideration of $8 per share, consisting of
$4 per share in cash and $4 per share in common stock of Zapata, with the stock
consideration to be based on an exchange ratio to be determined.  The letter
and the press release issued by Zapata announcing the proposal are filed as
Exhibit 99.7 and Exhibit 99.8 hereto, respectively.

         The merger would be conditioned on satisfactory refinancing of the
Issuer's debt.  Zapata would undertake to renegotiate and/or obtain commitments
to refinance that debt prior to the mailing of the joint proxy
statement/prospectus relating to the transaction.  Zapata expects that meetings
of the respective stockholders of the Issuer and Zapata to consider this
transaction could be held as early as August 1997.

         Zapata's proposal is subject to negotiation and execution of
appropriate definitive agreements containing customary and mutually acceptable
representations, warranties, terms and conditions.  Because of the serious
concerns Zapata would have if it, as holder of over 40% of the Issuer's Common
Stock, did not have representation on the Issuer's board, Zapata's proposal is
also conditioned on its slate of nominees being elected at the Issuer's annual
meeting of stockholders scheduled for May 16, 1997.  In accordance with
Zapata's intention as expressed in Zapata's proxy material relating to the
annual meeting, the merger agreement would have to be approved by a committee
of the Issuer's board of directors consisting entirely of persons not
representatives of, or otherwise affiliated with, Zapata.  The board approval
on behalf of the Issuer would also need to encompass redemption of the rights
issued under the Issuer's stockholder rights plan.  Zapata would expect the
senior management of the Issuer to stay with the combined enterprise under
mutually satisfactory employment arrangements.

         In the press release announcing Zapata's proposal, Mr. Avram A.
Glazer, President and Chief Executive Officer of Zapata, stated:  "The
Envirodyne Board has questioned our intentions and motives in seeking to
nominate three directors at the upcoming annual meeting.  To address any
concerns about this, we decided late yesterday to make this $8 per share merger
proposal.  We are willing to acquire the entire company for a handsome premium.
If Envirodyne's Board is truly interested in advancing stockholders' interests,
they should embrace our proposal and move quickly toward its successful
completion."





                               Page 2 of 4 Pages
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ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

       Exhibit Number                        Document Description
       --------------                        --------------------
            99.7                      Letter from Zapata Corporation to 
                                      Envirodyne Industries, Inc. dated 
                                      May 14, 1997
                                    
            99.8                      Zapata Corporation press release dated 
                                      May 14, 1997

                 After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Date: May 14, 1997.
                               ZAPATA CORPORATION



                               By:  /S/ JOSEPH L. VON ROSENBERG III 
                                    --------------------------------------------
                                    Joseph L. von Rosenberg III
                                    Executive Vice President, General Counsel
                                      and Corporate Secretary
                               
                               




                               Page 3 of 4 Pages
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                                 EXHIBIT INDEX


       Exhibit Number                        Document Description
       --------------                        --------------------
            99.7                      Letter from Zapata Corporation to 
                                      Envirodyne Industries, Inc. dated 
                                      May 14, 1997
                                    
            99.8                      Zapata Corporation press release dated 
                                      May 14, 1997









                               Page 4 of 4 Pages

EX-99.7

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                                                                    Exhibit 99.7
                              [Zapata Letterhead]


May 14, 1997



VIA FACSIMILE (630-571-0959)

Mr. F. Edward Gustafson
Chairman of the Board, Chief Executive Officer and President
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, Illinois 60521

Dear Mr. Gustafson:

On several occasions, you have invited a proposal from Zapata Corporation to
acquire Envirodyne Industries, Inc.  In that connection, our Board has
authorized me to propose a business combination between our companies and to
express a desire that we work together to accomplish this transaction on an
amicable basis.

Our proposal is for a negotiated merger transaction in which the stockholders
of Envirodyne other than Zapata would receive as consideration for each of
their Envirodyne shares $8 per share, consisting of $4 in cash and $4 in Zapata
common stock.  The precise exchange ratio of Zapata stock to Envirodyne stock
would be based on negotiations between us.  The $8 per share price represents a
premium of approximately 32% over yesterday's closing price of Envirodyne
common stock.

The merger would be conditioned on satisfactory refinancing of Envirodyne's
debt.  Zapata will undertake to renegotiate and/or obtain commitments to
refinance that debt prior to the mailing of the joint proxy
statement/prospectus to Envirodyne's stockholders.  We expect that meetings of
our respective stockholders to consider this transaction could be held as early
as August 1997.

This proposal is subject to negotiation and execution of appropriate definitive
agreements containing customary and mutually acceptable representations,
warranties, terms and conditions.  Because we would have serious concerns if
Zapata, as holder of over 40% of Envirodyne's common stock, did not have
representation on the board, our proposal is also conditioned on our slate of
nominees being elected at Envirodyne's annual meeting later this week.  Of
course, as we stated in our proxy material, the merger agreement would have to
be approved by a committee of Envirodyne's board of directors consisting
entirely of persons not representatives of, or otherwise affiliated with,
Zapata.  The Envirodyne board approval would also need to encompass redemption
of the rights issued under Envirodyne's stockholder rights plan.  We would
expect the senior management of Envirodyne to stay with the combined enterprise
under mutually satisfactory employment arrangements.
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We are prepared to work with you and your representatives to discuss all aspects
of our merger proposal and to answer any questions which you might have.

Sincerely,

/s/ AVRAM A. GLAZER

Avram A. Glazer

EX-99.8

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                                                                    Exhibit 99.8

                              [Zapata Letterhead]

               ZAPATA CORPORATION ANNOUNCES $640 MILLION PROPOSAL
                     TO ACQUIRE ENVIRODYNE INDUSTRIES, INC.


                 Houston, Texas -- May 14, 1997 -- Zapata Corporation (NYSE:
ZAP) announced today that it has proposed a transaction to acquire all of the
common stock of Envirodyne Industries, Inc. (NASDAQ: EDYN) for $8 per share, a
32% premium over Tuesday's closing price of $6.0625.  The proposed transaction
would occur through a merger in which Envirodyne stockholders, other than
Zapata, would receive $4 per share in cash and $4 per share in Zapata common
stock, based on an exchange ratio to be determined.  The total transaction
values Envirodyne at approximately $640 million in stock and debt.

            Zapata currently owns approximately 40.4% of Envirodyne.

                 Zapata's merger proposal is subject to the negotiation and
execution of a definitive merger agreement and satisfactory refinancing of
Envirodyne's debt.  It would require the approval of the respective
stockholders of Envirodyne and Zapata.  Because of the concerns Zapata would
have if it did not have representation on Envirodyne's board, Zapata's proposal
also is conditioned on its slate of nominees being elected at Envirodyne's
annual meeting later this week.  However, as Zapata has stated in its proxy
material relating to that meeting, any agreement for a business combination
transaction between Envirodyne and Zapata would be subject to approval by a
committee of Envirodyne's board of directors consisting entirely of persons not
representatives of, or otherwise affiliated with, Zapata.  The Envirodyne board
approval also would need to encompass redemption of rights issued under
Envirodyne's stockholder rights plan.

                 Mr. Avram A. Glazer, President and Chief Executive Officer of
Zapata, stated:  "The Envirodyne Board has questioned our intentions and
motives in seeking to nominate three directors at the upcoming annual meeting.
To address any concerns about this, we decided late yesterday to make this $8
per share merger proposal.  We are willing to acquire the entire company for a
handsome premium.  If Envirodyne's Board is truly interested in advancing
stockholders' interests, they should embrace our proposal and move quickly
toward its successful completion."

Contacts:        Joseph L. von Rosenberg, III, Executive Vice President
                 (713) 940-6100/Fax: (713) 940-6122