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Omega Protein Corporation
1717 St. James Place, Suite 550, Houston, TX 77056 * (713) 940-6100

The company is the largest U.S. producer of protein-rich meal and oil derived from marine sources. The company markets a variety of products derived from menhaden, a fish found in quantities in coastal waters off the U.S. mid-Atlantic and Gulf coasts.

Primary Underwriting Group
ManagerTierPhone
Prudential Securities IncorporatedLead Manager (212) 778-5420
Deutsche Morgan GrenfellCo-manager (212) 469-5600

Offering Information
NASNTL:OME Agricultural: SIC 0912
Type of Shares:Common Shares Filing Date:1/27/98
U.S. Shares:8,500,000 Offer Date:4/2/98
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:4,000,000 Offer Price:$16.00
Secondary Shares:4,500,000 Gross Spread:$1.08
Offering Amount: $127,500,000 Selling:$0.63
Expenses:$800,000 Reallowance:$0.10
Post-IPO Shares:23,676,000
Spin out parent firm: Zapata Corporation
Employees:1000

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Woods, Oviatt, Gilman, Sturman & Clarke LLP
Bank's Law Firm: Fulbright & Jaworski
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Coopers & Lybrand

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 9/30/97
Revenue:$117.56Assets:$100.44
Net Income:$10.43Curr Assets:$54.63
EPS:$0.52Liabilities:$36.09
Prior EPS:$0.30Curr Liab:$23.24
Cash Flow/Oper:$10.05Equity:$64.35
Cash Flow/Fin:$3.48Cash:$5.50
Cash Flow/Inv:-$10.93Working Cap:$31.40

Competition
The marine protein and oil business is subject to significant competition from producers of vegetable and other animal protein products and oil products such as Archer-Daniels Midland, Inc. and Cargill, Inc. In addition, but to a lesser extent, the Company competes with international marine protein and oil producers, including Scandinavian herring processors and South American anchovy and sardine processors. Many of these competitors and have greater financial resources and more extensive operations than the Company.

Business Plan
The Company's strategy is to continue to enhance its position as the leading domestic supplier of value-added marine protein and oil products, to become the leading domestic supplier of omega-3 rich oil for human consumption and to broaden its international presence. The principal elements of this strategy include: (I) Development of Value-Added Products, (ii) Exploit Domestic Market for Omega-3 Fatty Acids, (iii) Maintain Leading Domestic Market Position and (iv) Continue Strategic Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness to Zapata and to a bank and for general corporate purposes including working capital and acquisitions.

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