<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000

                                                      REGISTRATION NO. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  SEITEL, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                             76-0025431
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                              50 BRIAR HOLLOW LANE
                              7TH FLOOR, WEST BLDG.
                              HOUSTON, TEXAS 77027

    (Address of registrant's principal executive offices, including zip code)

                        SEITEL, INC. AMENDED AND RESTATED
                       1998 EMPLOYEE STOCK PURCHASE PLAN,
                      SEITEL, INC. 2000 STOCK OPTION PLAN ,
                      EMPLOYMENT AGREEMENT AMENDMENTS WITH
                  PAUL FRAME, HERBERT PEARLMAN AND DAVID LAWI,
                        AND CERTAIN COMPENSATORY WARRANTS

                              (Full Title of Plans)

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

                                  PAUL A. FRAME
                      President and Chief Executive Officer
                                  Seitel, Inc.
                   50 Briar Hollow Lane, 7th Floor, West Bldg.
                              Houston, Texas 77027
                                 (713) 881-8900
          (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                                    Copy to:

                               William Mark Young
                            Gardere Wynne Sewell LLP
                           1000 Louisiana, Suite 3400
                              Houston, Texas 77002
                    Phone (713) 276-5500, Fax: (713) 276-5555


<PAGE>   2
                             (cover page continued)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
   Title of Each Class of     Amount to be   Proposed Maximum Offering       Proposed Maximum         Amount of
Securities to be Registered    Registered        Price Per Security      Aggregate Offering Price    Registration
                                   (1)                                                                   Fee
<S>                           <C>            <C>                         <C>                         <C>
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                794,300 (2)              (3)                     $12,174,998             $3,215
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                750,000 (4)              (5)                     $8,628,148              $2,278
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                375,000 (6)            $6.5875                   $2,470,313               $653
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                90,000 (7)              $8.00                     $720,000                $191
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                75,000 (8)             $15.375                   $1,153,125               $305
--------------------------------------------------------------------------------------------------------------------

Total                                                                                                   $6,642
====================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 promulgated under the Securities Act, as amended,
         this Registration Statement covers such additional shares of Common
         Stock to be offered or issued pursuant to the applicable plans and
         warrants to prevent dilution as a result of future stock splits, stock
         dividends or similar transactions.

(2)      Issuable upon exercise of the additional Common Stock Purchase Warrants
         to be issued under the Company's Amended and Restated 1998 Employee
         Stock Purchase Plan.

(3)      Of the 794,300 shares of Common Stock registered hereby issuable under
         the 1998 Employee Stock Purchase Plan, 479,962 shares are issuable
         pursuant to warrants previously granted under the Plan at a weighted
         average exercise price of $16.30 per share. The proposed maximum
         offering price per share of the remaining 314,338 shares is $13.84,
         estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457(h) on the basis of the average of the high and
         low price of the Registrant's common stock as reported on the New York
         Stock Exchange on December 1, 2000.

(4)      Issuable pursuant to the Company's 2000 Stock Option Plan.

(5)      Of the 750,000 shares of Common Stock registered hereby issuable under
         the 2000 Stock Option Plan, 710,750 shares are issuable pursuant to
         options previously granted under the Plan at an exercise price of
         $11.375 per share. The proposed maximum offering price per share of the
         remaining 39,250 shares is $13.84, estimated solely for purpose of
         calculating the registration fee in accordance with Rule 457(h) on the
         basis of the average of the high and low price of the Registrant's
         common stock as reported on the New York Stock Exchange on
         December 1, 2000.

(6)      Comprises 100,000, 150,000 and 125,000 shares of Common Stock issued
         and sold to Paul A. Frame, Herbert M. Pearlman and David S. Lawi,
         respectively, at a purchase price of $6.5875 per share, pursuant to
         Employment Agreement Amendments No. 2 entered into by each of Messrs.
         Frame, Pearlman and Lawi with the Company.

(7)      Issuable upon exercise of a warrant granted to Kevin S. Fiur in
         connection with his joining the Company. The exercise price of the
         warrant is $8.00 per share.

(8)      Issuable upon exercise of a warrant granted to William Leaky in
         connection with his joining the Company. The exercise price of the
         warrant is $15.375 per share.


<PAGE>   3
                                EXPLANATORY NOTE


         On May 10, 1999, the Board of Directors of Seitel, Inc. (the "Company")
(i) approved an amendment and restatement of the Seitel, Inc. 1998 Employee
Stock Plan (as amended and restated, the "1998 Plan") to incorporate previous
amendments and to provide for additional warrants (the "New Warrants") to
purchase shares of common stock, par value $0.01 per share, of the Company
("Common Stock") to be issued under the 1998 Plan, and (ii) authorized the
issuance of up to 794,300 shares of Common Stock upon exercise of the New
Warrants. The New Warrants will be issued upon exercise of the warrants
originally issued under the 1998 Plan.

         On July 26, 2000, the Company's Board of Directors (i) approved the
Company's 2000 Stock Option Plan (the "2000 Plan") and (ii) authorized the
issuance of up to 750,000 shares of Common Stock upon exercise of options issued
under the 2000 Plan.

         Effective as of June 26, 2000, the Company entered into Employment
Agreement Amendments No. 2 with each of Paul A. Frame, Herbert M. Pearlman and
David S. Lawi, pursuant to which the Company issued and sold 100,000, 150,000
and 125,000 shares of Common Stock to Messrs. Frame, Pearlman and Lawi,
respectively, at a purchase price of $6.5875 per share.

         As an inducement for their accepting employment with the Company, the
Company issued a warrant (i) to Kevin S. Fiur on November 15, 1999 to purchase
90,000 shares of Common Stock at an exercise price of $8.00 per share and (ii)
to William Leaky on September 1, 2000 to purchase 75,000 shares of Common Stock
at an exercise price of $15.375 per share.

         This Registration Statement contains two parts. The first part contains
a prospectus on Form S-3 (in accordance with Section C of the General
Instructions to Form S-8) which covers re-offers and re-sales, from time to
time, by the selling stockholders listed in the prospectus of shares of Common
Stock of the Company (i) acquired upon the exercise of options granted under our
2000 Stock Option Plan, (ii) acquired upon the exercise of the New Warrants
granted under our Amended and Restated 1998 Employee Stock Purchase Plan, (iii)
acquired by Paul A. Frame, Herbert M. Pearlman and David S. Lawi pursuant to
Employment Agreement Amendments No. 2 that each of them entered into with
Seitel, Inc., and (iv) acquired by Kevin S. Fiur and William Leaky pursuant to
the exercise of warrants that they acquired in connection with joining the
Company.

         The second part contains information required in the Registration
Statement pursuant to Part II of Form S-8.

         Pursuant to the Note to Part I of Form S-8, the Plan Information
specified by Part I is not being filed with the Securities and Exchange
Commission, as such information will be sent or given to each employee
participant in accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). This information and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.



<PAGE>   4
PROSPECTUS
(Form S-3)

                                  SEITEL, INC.
                        1,090,500 SHARES OF COMMON STOCK

     This prospectus relates to the sale of up to 1,090,500 shares of our common
stock by the selling stockholders identified in this prospectus or in future
prospectus supplements. The selling stockholders may sell their shares of common
stock at the market price or at other prices as described in the "Plan of
Distribution" section of this prospectus.

     We will not receive any of the proceeds from the sales. However, we will
receive proceeds from the exercise, if any, of the options and warrants that
have been granted to the selling stockholders.

     OUR COMMON STOCK TRADES ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL
"SEI" AND ON THE TORONTO STOCK EXCHANGE UNDER THE SYMBOL "OSL". On December 1,
2000, the closing price of the common stock on the New York Stock Exchange was
$13.50 per share.

     The selling stockholders may acquire these shares of our common stock upon
the exercise of new warrants that will be granted upon exercise of the original
warrants purchased under our Amended and Restated 1998 Employee Stock Purchase
Plan and upon the exercise of options granted under our 2000 Stock Option Plan.
In addition, Paul A. Frame, Herbert M. Pearlman and David S. Lawi acquired
certain of these shares pursuant to Employment Agreement Amendments No. 2 that
each of them entered into with Seitel, Inc., and Kevin S. Fiur may acquire
certain of these shares upon the exercise of warrants that he acquired in
connection with joining Seitel, Inc.

     The address of our principal executive office is 50 Briar Hollow Lane, West
Building, 7th Floor, Houston, Texas 77027, and our telephone number is
(713)881-8900.

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


     YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 2 OF
THIS PROSPECTUS.

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


     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THE SECURITIES TO BE ISSUED UNDER THIS PROSPECTUS OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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


                The date of this prospectus is December 5, 2000



<PAGE>   5
                                TABLE OF CONTENTS

     Risk Factors...................................................2
     Information We Incorporate By Reference........................4
     Where You Can Find More Information............................4
     Forward-Looking Information....................................5
     Use of Proceeds................................................5
     Selling Stockholders...........................................5
     Plan of Distribution...........................................6
     SEC Position on Certain Indemnification........................8
     Legal Matters..................................................8
     Experts........................................................8


                                  RISK FACTORS

     You should carefully consider the following risk factors together with the
other information contained in this prospectus, any accompanying prospectus
supplement and the information we have incorporated by reference. The risks and
uncertainties described below are not the only ones relating to these securities
or facing our company. Additional risks and uncertainties not presently known to
us or that we currently do not believe are material may also impair our business
operations.

     If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
this case, the trading price of the securities could decline and you may lose
all or part of your investment.

     OUR BUSINESS COULD BE ADVERSELY AFFECTED BY LOW EXPLORATION, DEVELOPMENT
AND PRODUCTION SPENDING BY OIL AND GAS COMPANIES AND BY LOW OIL AND GAS PRICES.

     Our seismic business depends upon exploration, development and production
spending by oil and gas companies. Although overall conditions in the oil and
gas industry have improved recently as a result of strong oil and gas prices,
there can be no assurance that conditions will not deteriorate in the future as
oil and gas prices fluctuate. This could affect our seismic data operations. Any
decreases in oil and gas prices could result in decreased exploration,
development and production spending by oil and gas companies, which could affect
our seismic data business. Although oil and gas prices have increased recently,
any future decline could result in decreased revenues from our oil and gas
exploration and production business.

WE INVEST SIGNIFICANT AMOUNTS OF MONEY IN ACQUIRING AND PROCESSING SEISMIC DATA
FOR OUR DATA LIBRARY WITH ONLY PARTIAL UNDERWRITING OF THE COSTS BY CUSTOMERS.

     We invest significant amounts of money in acquiring and processing new
seismic data to add to our data library. Although we generally obtain customer
commitments covering in excess of 60% of the costs of acquiring and processing
this data, we assume the risk that we will not be able to fully recover our
portion of the costs through future licensing of the data. The amounts of these
future data licensing fees are uncertain and depend on a variety of factors,
including the market prices of oil and gas, customer demand for seismic data in
our library, availability of similar data from competitors and governmental
regulations affecting oil and gas exploration. Many of these factors are beyond
our control. In addition, the timing of these sales can vary greatly from period
to period. Technological or regulatory changes or other developments could
adversely affect the value of the data.

BECAUSE OUR BUSINESS IS CONCENTRATED IN THE U.S. GULF COAST AND CANADA, IT COULD
BE ADVERSELY AFFECTED BY DEVELOPMENTS IN THE OIL AND GAS BUSINESS THAT AFFECT
THESE AREAS.

     Most of the seismic data in our seismic data library covers areas along the
U.S. Gulf Coast, offshore in the U.S. Gulf of Mexico or in Canada. Also, most of
our existing interests in oil and gas properties are located along the coast of
the U.S. Gulf of Mexico. Because of this geographic concentration, our results
of operations could be adversely affected by events relating primarily to one of
these regions even if conditions in the oil and gas industry worldwide were
favorable. Some examples of possible events that would adversely affect the U.S.
Gulf Coast region would be changes



                                       2
<PAGE>   6

in governmental regulations adversely affecting offshore drilling in the U.S.
Gulf of Mexico, shortages of drilling or other necessary equipment in this
region, or increases in gas transportation costs from this region to the
Northeastern U.S., where much of the gas produced in this region is consumed.

THE AMOUNTS WE AMORTIZE FROM OUR DATA LIBRARY EACH PERIOD MAY FLUCTUATE, AND
THESE FLUCTUATIONS CAN AFFECT OUR REPORTED RESULTS OF OPERATIONS.

     We amortize the cost of our multi-client data library based in part on our
estimates of future sales of data. These estimates are imprecise and may vary
from period to period depending upon market developments and our expectations.
Substantial changes in amortization rates can have a significant effect on our
reported results of operations.

DRILLING HAZARDS AND DRY HOLES COULD AFFECT OUR OIL AND GAS ACTIVITIES.

     We may not discover commercial quantities of oil and gas when we
participate in drilling wells. Our oil and gas operations could be adversely
affected by the occurrence of drilling hazards. These include:

     o    cratering;
     o    explosions;
     o    uncontrollable flows of oil, gas or well fluids;
     o    fires;
     o    pollution; and
     o    other environmental risks.

     Some of these hazards can cause personal injury and loss of life, severe
damage to and destruction of property and equipment, environmental damage and
suspension of operations. We do not act as operator in our oil and gas drilling
business and depend on our partners to minimize these operating risks.

WE HAVE RECORDED WRITE-DOWNS BECAUSE OF LOW OIL AND GAS PRICES AND MAY BE
REQUIRED TO DO SO AGAIN IN THE FUTURE. FUTURE WRITE-DOWNS WOULD RESULT IN A
CHARGE TO OUR EARNINGS AND POSSIBLE LOSSES.

     Under SEC oil and gas accounting rules, we may have to write-down our
assets if oil and gas prices decline significantly or if we have significant
downward adjustments to our oil and gas reserves. We recorded a $9.6 million
pre-tax, $6.2 million after tax, non-cash write-down of the carrying value of
our proved oil and gas properties as of December 31, 1997 due to low oil and gas
prices. If oil and gas prices fall significantly, or if we have significant
downward reserve adjustments in the future, it is possible that additional
write-downs will occur again. These write-downs would result in a charge to our
earnings and possible losses, but would not impact cash flows from operating
activities.

OUR DEBT AGREEMENTS MAY LIMIT OUR FLEXIBILITY IN RESPONDING TO CHANGING MARKET
CONDITIONS OR IN PURSUING BUSINESS OPPORTUNITIES.

     Our debt agreements contain restrictions and requirements relating to,
among other things:

     o    additional borrowing;
     o    maintaining financial ratios;
     o    granting liens on our assets;
     o    selling assets;
     o    paying dividends; and
     o    merging.

These restrictions and requirements may limit our flexibility in responding to
changing market conditions or in pursuing business opportunities that we believe
would have a positive effect on our business.

EXTENSIVE GOVERNMENTAL REGULATION OF OUR BUSINESS AFFECTS OUR DAILY OPERATIONS.

     Our seismic data customers are subject to extensive governmental
regulation. In addition, our oil and gas exploration and production operations
are subject to regulations. These regulations, among other things:




                                       3
<PAGE>   7

     o    govern environmental quality and pollution control; and
     o    limit rates of production.

     New laws or regulations or changes to existing laws or regulations
affecting the oil and gas industry could reduce customer demand for our seismic
data or increase the operating costs of our oil and gas business.

LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.

     We depend on a relatively small group of management and technical
personnel. The loss of one or more of these individuals could have a material
adverse effect on our business.

SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK ELIGIBLE FOR FUTURE SALE MAY
CAUSE A SIGNIFICANT DECLINE IN THE MARKET PRICE OF OUR COMMON STOCK.

     We have issued options, warrants and other rights to our directors,
officers and employees that are exercisable into approximately 7.3 million
shares of common stock. A number of these options, warrants and other rights may
be exercised within 60 days of the date of this prospectus into approximately
6.1 million shares of common stock. Most of these shares may be sold immediately
upon exercise. Sales of substantial amounts of common stock (including shares
issued upon the exercise of stock options or warrants), or the perception that
sales of substantial amounts of common stock could occur, could adversely affect
the market price for our common stock.


                     INFORMATION WE INCORPORATE BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934. The documents we incorporate by reference are:

     o    our Annual Report on Form 10-K, as amended by our Form 10-K/A, for the
          year ended December 31, 1999;

     o    our Quarterly Reports on Form 10-Q for the three months ended March
          31, 2000, June 30, 2000 and September 30, 2000; and

     o    the description of our common stock contained in our Registration
          Statement on Form 8-A, dated March 27, 1991 (Registration Number
          0-14488).

You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:

     Seitel, Inc.
     Investor Relations
     50 Briar Hollow Lane
     West Building, 7th Floor
     Houston, Texas 77027
     (713) 881-8900

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information filed by us at the SEC's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our filings with the SEC are also
available to the public from commercial document retrieval services and at the
SEC's web site at "http://www.sec.gov."

     This prospectus is part of a registration statement we have filed with the
SEC relating to the securities that may be



                                       4
<PAGE>   8

offered by the selling stockholders. As permitted by SEC rules, this prospectus
does not contain all of the information we have included in the registration
statement and the accompanying exhibits and schedules we file with the SEC. You
may refer to the registration statement, the exhibits and schedules for more
information about us and our securities. The registration statement, exhibits
and schedules are available at the SEC's Public Reference Room.


                           FORWARD-LOOKING INFORMATION

     Some of the statements contained in this prospectus under the caption "Risk
Factors" and some of the statements included in the documents that we have
incorporated by reference are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements:

     o    address activities, events or developments that we expect, believe,
          anticipate or estimate will or may occur in the future;

     o    are based on assumptions and analyses that we have made and that we
          believe are reasonable under the circumstances when made; and

     o    are based on many risks, uncertainties and other factors, most of
          which are beyond our control.

     Any one of these factors, or a combination of these factors, could
materially affect our future results of operations and whether the
forward-looking statements ultimately prove to be accurate. These forward
looking statements are not guarantees of our future performance, and our actual
results and future developments may differ materially from those projected in
the forward-looking statements. When considering these forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus, any prospectus supplement and the documents we
have incorporated by reference. We will not update these statements unless the
securities laws require us to do so. Please read "Risk Factors."

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders. We will, however, receive the exercise
price of any options or warrants exercised. The options or warrants must be
exercised before the selling stockholders can sell the shares obtained by the
option or warrant. The exercise price of the options granted under our 2000
Stock Option Plan will not be less than the fair market value of our common
stock at the time of such grant. The exercise price of the new warrants to be
issued under our Amended and Restated 1998 Employee Stock Purchase Plan will be
determined at the time the selling stockholders exercise the original warrants
granted under the plan. We intend to use the proceeds from the exercise of the
options or warrants for general corporate purposes.


                              SELLING STOCKHOLDERS

     The selling stockholders named in the table below may use this prospectus
to sell from time to time up to 1,051,250 shares of common stock. The selling
stockholders may acquire these shares of our common stock pursuant to the
exercise of options granted under our 2000 Stock Option Plan and the exercise of
the new warrants that will be granted when they exercise the original warrants
purchased under our Amended and Restated 1998 Employee Stock Purchase Plan. In
addition, Paul A. Frame, Herbert M. Pearlman and David S. Lawi acquired certain
of these shares pursuant to Employment Agreement Amendments No. 2 that each of
them entered into with Seitel, Inc., and Kevin S. Fiur may acquire certain of
these shares pursuant to the exercise of warrants that he acquired in
connection with joining Seitel, Inc.

     The table provides (i) the name of each selling stockholder and their
position or relationship with the company, (ii) the number of shares of common
stock currently owned by each selling stockholder, (iii) the number of shares
which may be offered hereby by each selling stockholder and (iv) the percentage
of the outstanding common stock to be owned by each selling stockholder upon
completion of the offering if all offered shares are sold. We obtained certain
of this information from the selling stockholders and other sources which we
have not verified.




                                       5
<PAGE>   9

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                   NUMBER OF                                            PERCENT OF
                                                    SHARES         NUMBER OF SHARES    SHARES OWNED       SHARES
                                                 BENEFICIALLY           OFFERED         AFTER THE          OWNED
                                                 OWNED BEFORE        HEREUNDER (2)     OFFERING (3)      AFTER THE
NAME AND POSITION                              THE OFFERING (1)                                          OFFERING
---------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                 <C>                 <C>               <C>
Paul A. Frame                                        1,902,730            315,000       1,587,730            6.2%
Chief Executive Officer,
President and Director
---------------------------------------------------------------------------------------------------------------------

Herbert M. Pearlman                                  1,398,827            265,000       1,133,827            4.5%
Chairman of the Board
---------------------------------------------------------------------------------------------------------------------

David S. Lawi                                        1,010,394            125,000         885,394            3.5%
Former Director
---------------------------------------------------------------------------------------------------------------------

Kevin S. Fiur                                          110,000            110,000              --              --
Senior Vice President and General
Counsel
---------------------------------------------------------------------------------------------------------------------

Debra D. Valice                                        429,892             80,000         349,892            1.4%
Chief Financial Officer, Executive
Vice President and Director
---------------------------------------------------------------------------------------------------------------------

Russell J. Hoffman                                     236,667             45,000         191,667               *
Vice President, Corporate Communications
---------------------------------------------------------------------------------------------------------------------

Marcia H. Kendrick                                     170,625             45,000         125,625               *
Chief Accounting Officer
---------------------------------------------------------------------------------------------------------------------

Walter M. Craig, Jr.                                    91,562             21,250          70,312               *
Director
---------------------------------------------------------------------------------------------------------------------

John Stieglitz                                          62,085             15,000          47,085               *
Director
---------------------------------------------------------------------------------------------------------------------

William Lerner                                          62,170             15,000          47,170               *
Director
---------------------------------------------------------------------------------------------------------------------

Fred Zeidman                                            38,200             15,000          23,200               *
Director
---------------------------------------------------------------------------------------------------------------------
</TABLE>

  * Represents as to each Selling Stockholder less than 1% of the shares of
    common stock outstanding.

(1) Includes shares that may be acquired upon exercise of options and warrants
    that are exercisable within 60 days of the date hereof and the shares
    offered hereunder whether or not exercisable within 60 days of the date
    hereof.
(2) Includes shares that may be acquired upon exercise of options and warrants,
    whether or not exercisable within 60 days of the date hereof.
(3) Assumes that all shares that may be offered are sold.

     This prospectus may also be used by officers and directors of the company
for the resale of up to 39,250 shares of common stock that may be acquired upon
the exercise of options still available for grant under our 2000 Stock Option
Plan. If and when any such shares are sought to be offered for resale by selling
stockholders, the number of shares of Common Stock beneficially owned by each
selling stockholder, the number of shares acquired pursuant to the issuance of
additional options under our 2000 Stock Option Plan, and the number of shares
offered for resale pursuant to this prospectus will be indicated by prospectus
supplement.

                              PLAN OF DISTRIBUTION

     We are registering the shares on behalf of the selling stockholders. As
used in this prospectus, "selling stockholders"



                                       6
<PAGE>   10

includes donees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus. We will pay all costs, expenses
and fees in connection with the registration of the shares offered by this
prospectus. The selling stockholders will pay brokerage commission and similar
selling expenses, if any, attributable to the sale of shares. The selling
stockholders may sell shares from time to time in one or more types of
transactions, including the following:

     o on the New York Stock Exchange;
     o on the Toronto Stock Exchange;
     o in the over-the-counter market;
     o in negotiated transactions;
     o through put or call options transactions relating to the shares;
     o through short sales of shares; or
     o through a combination of these methods of sale.

The selling stockholders may sell shares in block transactions. The selling
stockholders will sell at market prices prevailing at the time of sale, or at
negotiated prices. Sales by the selling stockholders may or may not involve
brokers or dealers.

     The selling stockholders may effect these transactions by selling shares
directly to purchasers or to or through underwriters or broker-dealers. These
underwriters or brokers-dealers may act as agents or principals. These
underwriters or broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom the underwriters or broker-dealers may act as
agents or to whom they sell as a principal. Compensation as to a particular
underwriter or broker-dealer might be in excess of customary commissions.

     The selling stockholders and any underwriters or broker-dealers that act in
connection with the sale of shares might be deemed to be "underwriters" within
the meaning of Section 2(a)(11) of the Securities Act. Any commissions received
by underwriters or broker-dealers and any profit on the resale of the shares
sold by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act. The selling stockholders may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against liabilities arising under the
Securities Act.

     The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act, if
they meet the criteria and conform to the requirements of that rule.

     Upon receipt of notice from a selling stockholder that they have entered
into any material arrangement with an underwriter or broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution or
secondary distribution, or a purchase by a broker or dealer, we will file a
supplement to this prospectus, if required, under Rule 424(b) under the
Securities Act, disclosing:

     o    the name of each participating selling stockholder and of the
          participating broker-dealer(s);
     o    the number of shares involved;
     o    the price at which the shares were sold;
     o    the commissions paid or discounts or concessions allowed to the
          broker-dealer(s), where applicable;
     o    that the broker-dealer(s) did not conduct any investigation to verify
          the information set out or incorporated by reference in this
          prospectus; and
     o    other facts material to the transaction.

In addition, we will file a supplement to this prospectus if a selling
stockholder notifies us that a donee or pledgee intends to sell more than 500
shares.

     We intend to require the selling stockholders to indemnify us against civil
liabilities resulting from the failure by the selling stockholders to deliver a
prospectus if required. The indemnified civil liabilities include any
liabilities under the Securities Act or the Exchange Act resulting from any
untrue or any alleged untrue statement of a material fact or omission of a
material fact in the registration statement or a prospectus supplement. We
intend to require the selling stockholders to indemnify us only to the extent
the liability relates to information supplied by the selling stockholder for
inclusion in the registration statement or prospectus supplement.




                                       7
<PAGE>   11

     In order to comply with state securities laws, if applicable, the shares
will be sold only through registered or licensed brokers or dealers in states
that require that sales be made through registered or licensed brokers or
dealers. Some states require that selling shareholders or the issuer of shares
register or qualify shares for sale in that state, unless an exemption from
registration or qualification is available and is obtained.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION

     Pursuant to Delaware law, our Board of Directors has the power to indemnify
officers and directors, present and former, for expenses incurred by them in
connection with any proceeding they are involved in by reason of their being or
having been an officer or director. The person being indemnified must have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to our best interests. Our Certificate of Incorporation and Bylaws grant
this indemnification to our officers and directors.

     To the extent that indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling our company pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                                  LEGAL MATTERS

     The validity of the shares offered by this prospectus will be passed upon
by Gardere Wynne Sewell LLP, 1000 Louisiana, Suite 3400, Houston, Texas 77002.

                                     EXPERTS

     Our consolidated balance sheets as of December 31, 1999 and 1998, and the
related statements of operations, stockholders' equity and cash flows for each
of the years in the three year period ended December 31, 1999, incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.

     Some of the information regarding our oil and gas reserves that we have
incorporated by reference into this prospectus is derived from Garb Grubbs
Harris & Associates, Inc.'s reserve report dated December 31, 1999. We have
included this information in reliance upon Garb Grubbs Harris & Associates, Inc.
as experts with respect to these matters.




                                       8
<PAGE>   12
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE. The Company incorporates
by reference into this Registration Statement the following documents which have
been or will be filed by the Company with the Securities and Exchange Commission
(the "Commission"):

     1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended by Form 10-K/A as filed with the Commission on
April 27, 2000.

     2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.

     3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1999.

     4. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, dated March 27, 1991 (Registration Number
0-14488).

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de-registers 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 in a document 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 modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

      ITEM 4: DESCRIPTION OF SECURITIES.

NEW WARRANTS

     The 1998 Plan authorizes the issuance of up to 794,300 new warrants to
purchase shares of Common Stock ("New Warrants") issuable upon exercise of the
794,300 warrants originally purchased ("Original Warrants") under the Plan. New
Warrants will be issued only to the Eligible Employee, as defined in the Plan,
who purchased the Original Warrant and only if such person is still an Eligible
Employee.




                                      II-1
<PAGE>   13
TERMS OF NEW WARRANTS

     Each New Warrant entitles the holder to purchase one share of Common Stock.
If the Common Stock that is issued upon exercise of the Original Warrants is
sold on the date of such exercise, then the exercise price of the New Warrants
will equal the price at which such shares of Common Stock were sold. If the
Common Stock received upon exercise of the Original Warrant is not sold on the
date of such exercise, then the exercise price of the New Warrant shall equal
the closing price of the Common Stock on the date of such exercise. The New
Warrants will expire on the earlier of (i) the date that is five years after the
date that the Original Warrants were purchased, (ii) the date that is five
business days after termination of employment if the Eligible Employee who
originally received such New Warrant ceases to be an Eligible Employee for any
reason other than death, disability or retirement after the age of 65, or (iii)
the date that is one year after the death, disability, or retirement after age
65 of the person who originally received the New Warrants from the Company if he
ceases to be an employee of the Company because of such death, disability, or
retirement after age 65.

EXERCISE OF NEW WARRANTS

     New Warrants may be exercised only by a holder, or by his legal
representative on his behalf after a disability, or by his personal
representative or estate or the person or persons entitled thereto after his
death.

     New Warrants may be exercised in whole or part at any time, within the
period permitted for exercise thereof. New Warrants must be exercised by written
notice with respect to a specified number of shares delivered to the Company at
its principal office, together with payment in full to the Company for the
number of shares of Common Stock to be purchased pursuant to the exercise of the
New Warrant.

     Upon any exercise of a New Warrant, the holder must pay the full amount of
the exercise price in cash at the time of the exercise. Holders will not be or
have any of the rights or privileges of a stockholder of the Company with
respect to any Common Stock purchasable upon the exercise of any part of a New
Warrant unless and until certificates representing such Common Stock shall have
been issued by the Company to such holders after exercise of a New Warrant.

     A New Warrant is exercisable only if the issuance of Common Stock pursuant
to the exercise would be in compliance with applicable securities laws. The
holder exercising a New Warrant shall pay or make provisions satisfactory to the
Company for the payment of certain taxes which the Company may be obligated to
collect upon exercise.

ADJUSTMENTS

     The number of shares of Common Stock issuable upon exercise of New Warrants
and the exercise price of such New Warrants are subject to adjustment by the
Board of Directors of the Company, acting in good faith, to reflect any stock
dividend, stock split, share combination,



                                      II-2
<PAGE>   14

exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the Company. If the Company is
a party to any merger or similar transaction and is the surviving corporation,
the New Warrants will not be affected. If (i) the Company sells all or
substantially all of its assets, (ii) is a party to a merger or similar
transaction and is not the surviving corporation, or (iii) another company makes
a tender offer for stock of the Company, then the Company may, at its election,
(a) reach an agreement with the purchaser in that transaction that the purchaser
will assume the obligations of the Company under the New Warrants; (b) reach an
agreement with the purchaser that the purchaser will convert the New Warrants
into warrants of at least equal value as to stock of the purchaser; or (c) not
later than thirty (30) days prior to the effective date of the transaction,
notify the holder of the New Warrants of the proposed transaction and afford the
holders of the New Warrants the right prior to such transaction to exercise the
New Warrants, which exercise may be contingent upon consummation of the
transaction.

RESTRICTIONS ON TRANSFER OF NEW WARRANTS

     New Warrants are not transferable other than by will or by the laws of
descent and distribution, except that New Warrants may be transferred by the
purchaser of the Original Warrant from the Company to members of his immediate
family who are U.S. residents or to trusts or business entities formed for the
benefit of members of his immediate family who are U.S. residents. "Immediate
family" means parents, children, grandchildren, or spouses. A New Warrant may
not be subsequently transferred by such immediate family member other than by
will or by the laws of descent and distribution.

      ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.

      ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145(a) of the
General Corporation Law of the State of Delaware (the "General Corporation Law")
provides, in general, that a corporation shall have the power to 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 or
officer of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding, if the
indemnitee acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.

     Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have the power to 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 or officer of the
corporation 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



                                      II-3
<PAGE>   15

reasonably believed to be in or not opposed to the best interest of the
corporation; provided, however, that if the person is found to be liable to the
corporation, no indemnification shall be made except to the extent that the
court determines that indemnification is fair and reasonable under the
circumstances.

     Section 145(g) of the General Corporation Law provides, in general, that a
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation against any
liability asserted against him or incurred by him in any 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 the law.

     Article Eight of the Registrant's Certificate of Incorporation and Article
Six of the Registrant's Bylaws give a director or officer the right to be
indemnified by the Registrant to the fullest extent permitted under Delaware
law.

    ITEM 7:     EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

    ITEM 8:     EXHIBITS:
<TABLE>
<S>             <C>
     4.1        Seitel, Inc. Amended and Restated 1998 Employee Stock Purchase Plan (incorporated by reference
                from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended September 30, 1999).

     4.2        Form of the New Warrants to be granted under the Amended and Restated 1998 Stock Purchase Plan
                (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended
                September 30, 1999).

     4.3        Seitel, Inc. 2000 Stock Option Plan (incorporated by reference from Exhibit 10.1 to the
                Company's Form 10-Q for the quarter ended September 30, 2000).

     4.4        Form of Warrants granted to Kevin Fiur and William Leaky.*

     5.1        Opinion of Gardere Wynne Sewell & Riggs, L.L.P., legal counsel to the Company.*

     10.1       Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and Paul
                A. Frame (incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q for the
                quarter ended June 30, 2000).

     10.2       Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and
                Herbert M. Pearlman (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for
                the quarter ended June 30, 2000).

     10.3       Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and David
                S. Lawi (incorporated by reference from Exhibit 10.4 to the Company's Form 10-Q for the quarter
                ended June 30, 2000).
</TABLE>


                                      II-4
<PAGE>   16

     23.1       Consent of Arthur Andersen LLP.*

     23.2       Consent of Garb Grubbs Harris & Associates, Inc.*

     23.3       Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1).

     24.1       Power of Attorney (included on Signature Page).

* filed herewith

      ITEM 9:   UNDERTAKINGS.  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 of 1933;

                  (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. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                  (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 paragraphs (1)(i) and (1)(ii) do not apply if
     the registration statement is on Form S-3 or Form S-8, and 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
     Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.



                                      II-5
<PAGE>   17
         (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.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.




                                      II-6
<PAGE>   18
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 5th day of
December, 2000.

                             SEITEL, INC.


                             BY: /s/ Paul A. Frame
                                ------------------------------------------------
                             PAUL A. FRAME, President, Chief Executive Officer
                             and Director (principal executive officer)


                             BY: /s/ Debra D. Valice
                                ------------------------------------------------
                             DEBRA D. VALICE, Executive Vice President of
                             Finance, Chief Financial Officer and Director
                             (principal financial and accounting officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following individuals in the
capacities and on the date indicated. Each person whose signature appears below
constitutes and appoints Paul A. Frame and Debra D. Valice true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full powers and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 5, 2000.
<TABLE>
<CAPTION>
                        SIGNATURE                                                    TITLE
                        ---------                                                    -----
<S>                                                                   <C>
                 /s/ Herbert M. Pearlman
-------------------------------------------------------
                   HERBERT M. PEARLMAN                                Chairman of the Board of Directors


                    /s/ Paul A. Frame                                 President, Chief Executive Officer
-------------------------------------------------------                         and Director
                      PAUL A. FRAME
</TABLE>



                                      II-7
<PAGE>   19
<TABLE>
<CAPTION>
<S>                                                                  <C>
                  /s/ Debra D. Valice
-------------------------------------------------------
                     DEBRA D. VALICE                                 Executive Vice President of Finance,
                                                                     Chief Financial Officer and Director
                /s/ Walter M. Craig, Jr.
-------------------------------------------------------
                  WALTER M. CRAIG, JR.                                             Director

                   /s/ Fred S. Zeidman
-------------------------------------------------------
                     FRED S. ZEIDMAN                                               Director

                  /s/ John E. Stieglitz
-------------------------------------------------------
                    JOHN E. STIEGLITZ                                              Director

                    /s/ William Lerner
-------------------------------------------------------
                      WILLIAM LERNER                                               Director
</TABLE>




                                      II-8
<PAGE>   20
                                INDEX OF EXHIBITS

<TABLE>
<CAPTION>
  Exhibit         Document
  -------         --------
<S>               <C>
     4.1          Seitel, Inc. Amended and Restated 1998 Employee Stock Purchase Plan (incorporated by reference
                  from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended September 30, 1999).

     4.2          Form of the New Warrants to be granted under the Amended and Restated 1998 Stock Purchase Plan
                  (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended
                  September 30, 1999).

     4.3          Seitel, Inc. 2000 Stock Option Plan (incorporated by reference from Exhibit 10.1 to the
                  Company's Form 10-Q for the quarter ended September 30, 2000).

     4.4          Form of Warrants granted to Kevin Fiur and William Leaky.*

     5.1          Opinion of Gardere Wynne Sewell LLP, legal counsel to the Company.*

     10.1         Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and Paul
                  A. Frame (incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q for the
                  quarter ended June 30, 2000).

     10.2         Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and
                  Herbert M. Pearlman (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for
                  the quarter ended June 30, 2000).

     10.3         Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and David
                  S. Lawi (incorporated by reference from Exhibit 10.4 to the Company's Form 10-Q for the quarter
                  ended June 30, 2000).

     23.1         Consent of Arthur Andersen LLP.*

     23.2         Consent of Garb Grubbs Harris& Associates, Inc.*

     23.3         Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1).

     24.1         Power of Attorney (included on Signature Page).
</TABLE>



* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "h82439s-8.txt", "description": "SEITEL, INC.", "secsgml_size_bytes": 64354}]
{"company-data": {"conformed-name": "SEITEL INC", "cik": "0000750813", "assigned-sic": "1382", "irs-number": "760025431", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51268", "film-number": "783625"}, "business-address": {"street1": "50 BRIAR HOLLOW LN", "street2": "WEST BLDG 7TH FLR", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7138818900"}, "mail-address": {"street1": "50 BRIAR HOLLOW LANE WEST", "street2": "7TH FLOOR", "city": "HOUSTON", "state": "TX", "zip": "77027"}, "former-company": {"former-conformed-name": "SEISMIC ENTERPRISES INC", "date-changed": "19870814"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000

                                                      REGISTRATION NO. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  SEITEL, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             76-0025431
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              50 BRIAR HOLLOW LANE
                              7TH FLOOR, WEST BLDG.
                              HOUSTON, TEXAS 77027

    (Address of registrant's principal executive offices, including zip code)

                        SEITEL, INC. AMENDED AND RESTATED
                       1998 EMPLOYEE STOCK PURCHASE PLAN,
                      SEITEL, INC. 2000 STOCK OPTION PLAN ,
                      EMPLOYMENT AGREEMENT AMENDMENTS WITH
                  PAUL FRAME, HERBERT PEARLMAN AND DAVID LAWI,
                        AND CERTAIN COMPENSATORY WARRANTS

                              (Full Title of Plans)

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

                                  PAUL A. FRAME
                      President and Chief Executive Officer
                                  Seitel, Inc.
                   50 Briar Hollow Lane, 7th Floor, West Bldg.
                              Houston, Texas 77027
                                 (713) 881-8900
          (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                                    Copy to:

                               William Mark Young
                            Gardere Wynne Sewell LLP
                           1000 Louisiana, Suite 3400
                              Houston, Texas 77002
                    Phone (713) 276-5500, Fax: (713) 276-5555
2
                             (cover page continued)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
   Title of Each Class of     Amount to be   Proposed Maximum Offering       Proposed Maximum         Amount of
Securities to be Registered    Registered        Price Per Security      Aggregate Offering Price    Registration
                                   (1)                                                                   Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share                794,300 (2)              (3)                     $12,174,998             $3,215
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                750,000 (4)              (5)                     $8,628,148              $2,278
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                375,000 (6)            $6.5875                   $2,470,313               $653
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                90,000 (7)              $8.00                     $720,000                $191
--------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01 per share                75,000 (8)             $15.375                   $1,153,125               $305
--------------------------------------------------------------------------------------------------------------------

Total                                                                                                   $6,642
====================================================================================================================
(1)      Pursuant to Rule 416 promulgated under the Securities Act, as amended,
         this Registration Statement covers such additional shares of Common
         Stock to be offered or issued pursuant to the applicable plans and
         warrants to prevent dilution as a result of future stock splits, stock
         dividends or similar transactions.

(2)      Issuable upon exercise of the additional Common Stock Purchase Warrants
         to be issued under the Company's Amended and Restated 1998 Employee
         Stock Purchase Plan.

(3)      Of the 794,300 shares of Common Stock registered hereby issuable under
         the 1998 Employee Stock Purchase Plan, 479,962 shares are issuable
         pursuant to warrants previously granted under the Plan at a weighted
         average exercise price of $16.30 per share. The proposed maximum
         offering price per share of the remaining 314,338 shares is $13.84,
         estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457(h) on the basis of the average of the high and
         low price of the Registrant's common stock as reported on the New York
         Stock Exchange on December 1, 2000.

(4)      Issuable pursuant to the Company's 2000 Stock Option Plan.

(5)      Of the 750,000 shares of Common Stock registered hereby issuable under
         the 2000 Stock Option Plan, 710,750 shares are issuable pursuant to
         options previously granted under the Plan at an exercise price of
         $11.375 per share. The proposed maximum offering price per share of the
         remaining 39,250 shares is $13.84, estimated solely for purpose of
         calculating the registration fee in accordance with Rule 457(h) on the
         basis of the average of the high and low price of the Registrant's
         common stock as reported on the New York Stock Exchange on
         December 1, 2000.

(6)      Comprises 100,000, 150,000 and 125,000 shares of Common Stock issued
         and sold to Paul A. Frame, Herbert M. Pearlman and David S. Lawi,
         respectively, at a purchase price of $6.5875 per share, pursuant to
         Employment Agreement Amendments No. 2 entered into by each of Messrs.
         Frame, Pearlman and Lawi with the Company.

(7)      Issuable upon exercise of a warrant granted to Kevin S. Fiur in
         connection with his joining the Company. The exercise price of the
         warrant is $8.00 per share.

(8)      Issuable upon exercise of a warrant granted to William Leaky in
         connection with his joining the Company. The exercise price of the
         warrant is $15.375 per share.
3
                                EXPLANATORY NOTE

         On May 10, 1999, the Board of Directors of Seitel, Inc. (the "Company")
(i) approved an amendment and restatement of the Seitel, Inc. 1998 Employee
Stock Plan (as amended and restated, the "1998 Plan") to incorporate previous
amendments and to provide for additional warrants (the "New Warrants") to
purchase shares of common stock, par value $0.01 per share, of the Company
("Common Stock") to be issued under the 1998 Plan, and (ii) authorized the
issuance of up to 794,300 shares of Common Stock upon exercise of the New
Warrants. The New Warrants will be issued upon exercise of the warrants
originally issued under the 1998 Plan.

         On July 26, 2000, the Company's Board of Directors (i) approved the
Company's 2000 Stock Option Plan (the "2000 Plan") and (ii) authorized the
issuance of up to 750,000 shares of Common Stock upon exercise of options issued
under the 2000 Plan.

         Effective as of June 26, 2000, the Company entered into Employment
Agreement Amendments No. 2 with each of Paul A. Frame, Herbert M. Pearlman and
David S. Lawi, pursuant to which the Company issued and sold 100,000, 150,000
and 125,000 shares of Common Stock to Messrs. Frame, Pearlman and Lawi,
respectively, at a purchase price of $6.5875 per share.

         As an inducement for their accepting employment with the Company, the
Company issued a warrant (i) to Kevin S. Fiur on November 15, 1999 to purchase
90,000 shares of Common Stock at an exercise price of $8.00 per share and (ii)
to William Leaky on September 1, 2000 to purchase 75,000 shares of Common Stock
at an exercise price of $15.375 per share.

         This Registration Statement contains two parts. The first part contains
a prospectus on Form S-3 (in accordance with Section C of the General
Instructions to Form S-8) which covers re-offers and re-sales, from time to
time, by the selling stockholders listed in the prospectus of shares of Common
Stock of the Company (i) acquired upon the exercise of options granted under our
2000 Stock Option Plan, (ii) acquired upon the exercise of the New Warrants
granted under our Amended and Restated 1998 Employee Stock Purchase Plan, (iii)
acquired by Paul A. Frame, Herbert M. Pearlman and David S. Lawi pursuant to
Employment Agreement Amendments No. 2 that each of them entered into with
Seitel, Inc., and (iv) acquired by Kevin S. Fiur and William Leaky pursuant to
the exercise of warrants that they acquired in connection with joining the
Company.

         The second part contains information required in the Registration
Statement pursuant to Part II of Form S-8.

         Pursuant to the Note to Part I of Form S-8, the Plan Information
specified by Part I is not being filed with the Securities and Exchange
Commission, as such information will be sent or given to each employee
participant in accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). This information and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
4
PROSPECTUS
(Form S-3)

                                  SEITEL, INC.
                        1,090,500 SHARES OF COMMON STOCK

     This prospectus relates to the sale of up to 1,090,500 shares of our common
stock by the selling stockholders identified in this prospectus or in future
prospectus supplements. The selling stockholders may sell their shares of common
stock at the market price or at other prices as described in the "Plan of
Distribution" section of this prospectus.

     We will not receive any of the proceeds from the sales. However, we will
receive proceeds from the exercise, if any, of the options and warrants that
have been granted to the selling stockholders.

     OUR COMMON STOCK TRADES ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL
"SEI" AND ON THE TORONTO STOCK EXCHANGE UNDER THE SYMBOL "OSL". On December 1,
2000, the closing price of the common stock on the New York Stock Exchange was
$13.50 per share.

     The selling stockholders may acquire these shares of our common stock upon
the exercise of new warrants that will be granted upon exercise of the original
warrants purchased under our Amended and Restated 1998 Employee Stock Purchase
Plan and upon the exercise of options granted under our 2000 Stock Option Plan.
In addition, Paul A. Frame, Herbert M. Pearlman and David S. Lawi acquired
certain of these shares pursuant to Employment Agreement Amendments No. 2 that
each of them entered into with Seitel, Inc., and Kevin S. Fiur may acquire
certain of these shares upon the exercise of warrants that he acquired in
connection with joining Seitel, Inc.

     The address of our principal executive office is 50 Briar Hollow Lane, West
Building, 7th Floor, Houston, Texas 77027, and our telephone number is
(713)881-8900.

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

     YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 2 OF
THIS PROSPECTUS.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THE SECURITIES TO BE ISSUED UNDER THIS PROSPECTUS OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this prospectus is December 5, 2000
5
                                TABLE OF CONTENTS

     Risk Factors...................................................2
     Information We Incorporate By Reference........................4
     Where You Can Find More Information............................4
     Forward-Looking Information....................................5
     Use of Proceeds................................................5
     Selling Stockholders...........................................5
     Plan of Distribution...........................................6
     SEC Position on Certain Indemnification........................8
     Legal Matters..................................................8
     Experts........................................................8

                                  RISK FACTORS

     You should carefully consider the following risk factors together with the
other information contained in this prospectus, any accompanying prospectus
supplement and the information we have incorporated by reference. The risks and
uncertainties described below are not the only ones relating to these securities
or facing our company. Additional risks and uncertainties not presently known to
us or that we currently do not believe are material may also impair our business
operations.

     If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
this case, the trading price of the securities could decline and you may lose
all or part of your investment.

     OUR BUSINESS COULD BE ADVERSELY AFFECTED BY LOW EXPLORATION, DEVELOPMENT
AND PRODUCTION SPENDING BY OIL AND GAS COMPANIES AND BY LOW OIL AND GAS PRICES.

     Our seismic business depends upon exploration, development and production
spending by oil and gas companies. Although overall conditions in the oil and
gas industry have improved recently as a result of strong oil and gas prices,
there can be no assurance that conditions will not deteriorate in the future as
oil and gas prices fluctuate. This could affect our seismic data operations. Any
decreases in oil and gas prices could result in decreased exploration,
development and production spending by oil and gas companies, which could affect
our seismic data business. Although oil and gas prices have increased recently,
any future decline could result in decreased revenues from our oil and gas
exploration and production business.

WE INVEST SIGNIFICANT AMOUNTS OF MONEY IN ACQUIRING AND PROCESSING SEISMIC DATA
FOR OUR DATA LIBRARY WITH ONLY PARTIAL UNDERWRITING OF THE COSTS BY CUSTOMERS.

     We invest significant amounts of money in acquiring and processing new
seismic data to add to our data library. Although we generally obtain customer
commitments covering in excess of 60% of the costs of acquiring and processing
this data, we assume the risk that we will not be able to fully recover our
portion of the costs through future licensing of the data. The amounts of these
future data licensing fees are uncertain and depend on a variety of factors,
including the market prices of oil and gas, customer demand for seismic data in
our library, availability of similar data from competitors and governmental
regulations affecting oil and gas exploration. Many of these factors are beyond
our control. In addition, the timing of these sales can vary greatly from period
to period. Technological or regulatory changes or other developments could
adversely affect the value of the data.

BECAUSE OUR BUSINESS IS CONCENTRATED IN THE U.S. GULF COAST AND CANADA, IT COULD
BE ADVERSELY AFFECTED BY DEVELOPMENTS IN THE OIL AND GAS BUSINESS THAT AFFECT
THESE AREAS.

     Most of the seismic data in our seismic data library covers areas along the
U.S. Gulf Coast, offshore in the U.S. Gulf of Mexico or in Canada. Also, most of
our existing interests in oil and gas properties are located along the coast of
the U.S. Gulf of Mexico. Because of this geographic concentration, our results
of operations could be adversely affected by events relating primarily to one of
these regions even if conditions in the oil and gas industry worldwide were
favorable. Some examples of possible events that would adversely affect the U.S.
Gulf Coast region would be changes

                                       2
6

in governmental regulations adversely affecting offshore drilling in the U.S.
Gulf of Mexico, shortages of drilling or other necessary equipment in this
region, or increases in gas transportation costs from this region to the
Northeastern U.S., where much of the gas produced in this region is consumed.

THE AMOUNTS WE AMORTIZE FROM OUR DATA LIBRARY EACH PERIOD MAY FLUCTUATE, AND
THESE FLUCTUATIONS CAN AFFECT OUR REPORTED RESULTS OF OPERATIONS.

     We amortize the cost of our multi-client data library based in part on our
estimates of future sales of data. These estimates are imprecise and may vary
from period to period depending upon market developments and our expectations.
Substantial changes in amortization rates can have a significant effect on our
reported results of operations.

DRILLING HAZARDS AND DRY HOLES COULD AFFECT OUR OIL AND GAS ACTIVITIES.

     We may not discover commercial quantities of oil and gas when we
participate in drilling wells. Our oil and gas operations could be adversely
affected by the occurrence of drilling hazards. These include:

     o    cratering;
     o    explosions;
     o    uncontrollable flows of oil, gas or well fluids;
     o    fires;
     o    pollution; and
     o    other environmental risks.

     Some of these hazards can cause personal injury and loss of life, severe
damage to and destruction of property and equipment, environmental damage and
suspension of operations. We do not act as operator in our oil and gas drilling
business and depend on our partners to minimize these operating risks.

WE HAVE RECORDED WRITE-DOWNS BECAUSE OF LOW OIL AND GAS PRICES AND MAY BE
REQUIRED TO DO SO AGAIN IN THE FUTURE. FUTURE WRITE-DOWNS WOULD RESULT IN A
CHARGE TO OUR EARNINGS AND POSSIBLE LOSSES.

     Under SEC oil and gas accounting rules, we may have to write-down our
assets if oil and gas prices decline significantly or if we have significant
downward adjustments to our oil and gas reserves. We recorded a $9.6 million
pre-tax, $6.2 million after tax, non-cash write-down of the carrying value of
our proved oil and gas properties as of December 31, 1997 due to low oil and gas
prices. If oil and gas prices fall significantly, or if we have significant
downward reserve adjustments in the future, it is possible that additional
write-downs will occur again. These write-downs would result in a charge to our
earnings and possible losses, but would not impact cash flows from operating
activities.

OUR DEBT AGREEMENTS MAY LIMIT OUR FLEXIBILITY IN RESPONDING TO CHANGING MARKET
CONDITIONS OR IN PURSUING BUSINESS OPPORTUNITIES.

     Our debt agreements contain restrictions and requirements relating to,
among other things:

     o    additional borrowing;
     o    maintaining financial ratios;
     o    granting liens on our assets;
     o    selling assets;
     o    paying dividends; and
     o    merging.

These restrictions and requirements may limit our flexibility in responding to
changing market conditions or in pursuing business opportunities that we believe
would have a positive effect on our business.

EXTENSIVE GOVERNMENTAL REGULATION OF OUR BUSINESS AFFECTS OUR DAILY OPERATIONS.

     Our seismic data customers are subject to extensive governmental
regulation. In addition, our oil and gas exploration and production operations
are subject to regulations. These regulations, among other things:

                                       3
7

     o    govern environmental quality and pollution control; and
     o    limit rates of production.

     New laws or regulations or changes to existing laws or regulations
affecting the oil and gas industry could reduce customer demand for our seismic
data or increase the operating costs of our oil and gas business.

LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.

     We depend on a relatively small group of management and technical
personnel. The loss of one or more of these individuals could have a material
adverse effect on our business.

SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK ELIGIBLE FOR FUTURE SALE MAY
CAUSE A SIGNIFICANT DECLINE IN THE MARKET PRICE OF OUR COMMON STOCK.

     We have issued options, warrants and other rights to our directors,
officers and employees that are exercisable into approximately 7.3 million
shares of common stock. A number of these options, warrants and other rights may
be exercised within 60 days of the date of this prospectus into approximately
6.1 million shares of common stock. Most of these shares may be sold immediately
upon exercise. Sales of substantial amounts of common stock (including shares
issued upon the exercise of stock options or warrants), or the perception that
sales of substantial amounts of common stock could occur, could adversely affect
the market price for our common stock.

                     INFORMATION WE INCORPORATE BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934. The documents we incorporate by reference are:

     o    our Annual Report on Form 10-K, as amended by our Form 10-K/A, for the
          year ended December 31, 1999;

     o    our Quarterly Reports on Form 10-Q for the three months ended March
          31, 2000, June 30, 2000 and September 30, 2000; and

     o    the description of our common stock contained in our Registration
          Statement on Form 8-A, dated March 27, 1991 (Registration Number
          0-14488).

You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:

     Seitel, Inc.
     Investor Relations
     50 Briar Hollow Lane
     West Building, 7th Floor
     Houston, Texas 77027
     (713) 881-8900

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information filed by us at the SEC's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our filings with the SEC are also
available to the public from commercial document retrieval services and at the
SEC's web site at "http://www.sec.gov."

     This prospectus is part of a registration statement we have filed with the
SEC relating to the securities that may be

                                       4
8

offered by the selling stockholders. As permitted by SEC rules, this prospectus
does not contain all of the information we have included in the registration
statement and the accompanying exhibits and schedules we file with the SEC. You
may refer to the registration statement, the exhibits and schedules for more
information about us and our securities. The registration statement, exhibits
and schedules are available at the SEC's Public Reference Room.

                           FORWARD-LOOKING INFORMATION

     Some of the statements contained in this prospectus under the caption "Risk
Factors" and some of the statements included in the documents that we have
incorporated by reference are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements:

     o    address activities, events or developments that we expect, believe,
          anticipate or estimate will or may occur in the future;

     o    are based on assumptions and analyses that we have made and that we
          believe are reasonable under the circumstances when made; and

     o    are based on many risks, uncertainties and other factors, most of
          which are beyond our control.

     Any one of these factors, or a combination of these factors, could
materially affect our future results of operations and whether the
forward-looking statements ultimately prove to be accurate. These forward
looking statements are not guarantees of our future performance, and our actual
results and future developments may differ materially from those projected in
the forward-looking statements. When considering these forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus, any prospectus supplement and the documents we
have incorporated by reference. We will not update these statements unless the
securities laws require us to do so. Please read "Risk Factors."

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders. We will, however, receive the exercise
price of any options or warrants exercised. The options or warrants must be
exercised before the selling stockholders can sell the shares obtained by the
option or warrant. The exercise price of the options granted under our 2000
Stock Option Plan will not be less than the fair market value of our common
stock at the time of such grant. The exercise price of the new warrants to be
issued under our Amended and Restated 1998 Employee Stock Purchase Plan will be
determined at the time the selling stockholders exercise the original warrants
granted under the plan. We intend to use the proceeds from the exercise of the
options or warrants for general corporate purposes.

                              SELLING STOCKHOLDERS

     The selling stockholders named in the table below may use this prospectus
to sell from time to time up to 1,051,250 shares of common stock. The selling
stockholders may acquire these shares of our common stock pursuant to the
exercise of options granted under our 2000 Stock Option Plan and the exercise of
the new warrants that will be granted when they exercise the original warrants
purchased under our Amended and Restated 1998 Employee Stock Purchase Plan. In
addition, Paul A. Frame, Herbert M. Pearlman and David S. Lawi acquired certain
of these shares pursuant to Employment Agreement Amendments No. 2 that each of
them entered into with Seitel, Inc., and Kevin S. Fiur may acquire certain of
these shares pursuant to the exercise of warrants that he acquired in
connection with joining Seitel, Inc.

     The table provides (i) the name of each selling stockholder and their
position or relationship with the company, (ii) the number of shares of common
stock currently owned by each selling stockholder, (iii) the number of shares
which may be offered hereby by each selling stockholder and (iv) the percentage
of the outstanding common stock to be owned by each selling stockholder upon
completion of the offering if all offered shares are sold. We obtained certain
of this information from the selling stockholders and other sources which we
have not verified.

                                       5
9
---------------------------------------------------------------------------------------------------------------------
                                                   NUMBER OF                                            PERCENT OF
                                                    SHARES         NUMBER OF SHARES    SHARES OWNED       SHARES
                                                 BENEFICIALLY           OFFERED         AFTER THE          OWNED
                                                 OWNED BEFORE        HEREUNDER (2)     OFFERING (3)      AFTER THE
NAME AND POSITION                              THE OFFERING (1)                                          OFFERING
---------------------------------------------------------------------------------------------------------------------
Paul A. Frame                                        1,902,730            315,000       1,587,730            6.2%
Chief Executive Officer,
President and Director
---------------------------------------------------------------------------------------------------------------------

Herbert M. Pearlman                                  1,398,827            265,000       1,133,827            4.5%
Chairman of the Board
---------------------------------------------------------------------------------------------------------------------

David S. Lawi                                        1,010,394            125,000         885,394            3.5%
Former Director
---------------------------------------------------------------------------------------------------------------------

Kevin S. Fiur                                          110,000            110,000              --              --
Senior Vice President and General
Counsel
---------------------------------------------------------------------------------------------------------------------

Debra D. Valice                                        429,892             80,000         349,892            1.4%
Chief Financial Officer, Executive
Vice President and Director
---------------------------------------------------------------------------------------------------------------------

Russell J. Hoffman                                     236,667             45,000         191,667               *
Vice President, Corporate Communications
---------------------------------------------------------------------------------------------------------------------

Marcia H. Kendrick                                     170,625             45,000         125,625               *
Chief Accounting Officer
---------------------------------------------------------------------------------------------------------------------

Walter M. Craig, Jr.                                    91,562             21,250          70,312               *
Director
---------------------------------------------------------------------------------------------------------------------

John Stieglitz                                          62,085             15,000          47,085               *
Director
---------------------------------------------------------------------------------------------------------------------

William Lerner                                          62,170             15,000          47,170               *
Director
---------------------------------------------------------------------------------------------------------------------

Fred Zeidman                                            38,200             15,000          23,200               *
Director
---------------------------------------------------------------------------------------------------------------------
* Represents as to each Selling Stockholder less than 1% of the shares of
    common stock outstanding.

(1) Includes shares that may be acquired upon exercise of options and warrants
    that are exercisable within 60 days of the date hereof and the shares
    offered hereunder whether or not exercisable within 60 days of the date
    hereof.
(2) Includes shares that may be acquired upon exercise of options and warrants,
    whether or not exercisable within 60 days of the date hereof.
(3) Assumes that all shares that may be offered are sold.

     This prospectus may also be used by officers and directors of the company
for the resale of up to 39,250 shares of common stock that may be acquired upon
the exercise of options still available for grant under our 2000 Stock Option
Plan. If and when any such shares are sought to be offered for resale by selling
stockholders, the number of shares of Common Stock beneficially owned by each
selling stockholder, the number of shares acquired pursuant to the issuance of
additional options under our 2000 Stock Option Plan, and the number of shares
offered for resale pursuant to this prospectus will be indicated by prospectus
supplement.

                              PLAN OF DISTRIBUTION

     We are registering the shares on behalf of the selling stockholders. As
used in this prospectus, "selling stockholders"

                                       6
10

includes donees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus. We will pay all costs, expenses
and fees in connection with the registration of the shares offered by this
prospectus. The selling stockholders will pay brokerage commission and similar
selling expenses, if any, attributable to the sale of shares. The selling
stockholders may sell shares from time to time in one or more types of
transactions, including the following:

     o on the New York Stock Exchange;
     o on the Toronto Stock Exchange;
     o in the over-the-counter market;
     o in negotiated transactions;
     o through put or call options transactions relating to the shares;
     o through short sales of shares; or
     o through a combination of these methods of sale.

The selling stockholders may sell shares in block transactions. The selling
stockholders will sell at market prices prevailing at the time of sale, or at
negotiated prices. Sales by the selling stockholders may or may not involve
brokers or dealers.

     The selling stockholders may effect these transactions by selling shares
directly to purchasers or to or through underwriters or broker-dealers. These
underwriters or brokers-dealers may act as agents or principals. These
underwriters or broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom the underwriters or broker-dealers may act as
agents or to whom they sell as a principal. Compensation as to a particular
underwriter or broker-dealer might be in excess of customary commissions.

     The selling stockholders and any underwriters or broker-dealers that act in
connection with the sale of shares might be deemed to be "underwriters" within
the meaning of Section 2(a)(11) of the Securities Act. Any commissions received
by underwriters or broker-dealers and any profit on the resale of the shares
sold by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act. The selling stockholders may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against liabilities arising under the
Securities Act.

     The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act, if
they meet the criteria and conform to the requirements of that rule.

     Upon receipt of notice from a selling stockholder that they have entered
into any material arrangement with an underwriter or broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution or
secondary distribution, or a purchase by a broker or dealer, we will file a
supplement to this prospectus, if required, under Rule 424(b) under the
Securities Act, disclosing:

     o    the name of each participating selling stockholder and of the
          participating broker-dealer(s);
     o    the number of shares involved;
     o    the price at which the shares were sold;
     o    the commissions paid or discounts or concessions allowed to the
          broker-dealer(s), where applicable;
     o    that the broker-dealer(s) did not conduct any investigation to verify
          the information set out or incorporated by reference in this
          prospectus; and
     o    other facts material to the transaction.

In addition, we will file a supplement to this prospectus if a selling
stockholder notifies us that a donee or pledgee intends to sell more than 500
shares.

     We intend to require the selling stockholders to indemnify us against civil
liabilities resulting from the failure by the selling stockholders to deliver a
prospectus if required. The indemnified civil liabilities include any
liabilities under the Securities Act or the Exchange Act resulting from any
untrue or any alleged untrue statement of a material fact or omission of a
material fact in the registration statement or a prospectus supplement. We
intend to require the selling stockholders to indemnify us only to the extent
the liability relates to information supplied by the selling stockholder for
inclusion in the registration statement or prospectus supplement.

                                       7
11

     In order to comply with state securities laws, if applicable, the shares
will be sold only through registered or licensed brokers or dealers in states
that require that sales be made through registered or licensed brokers or
dealers. Some states require that selling shareholders or the issuer of shares
register or qualify shares for sale in that state, unless an exemption from
registration or qualification is available and is obtained.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION

     Pursuant to Delaware law, our Board of Directors has the power to indemnify
officers and directors, present and former, for expenses incurred by them in
connection with any proceeding they are involved in by reason of their being or
having been an officer or director. The person being indemnified must have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to our best interests. Our Certificate of Incorporation and Bylaws grant
this indemnification to our officers and directors.

     To the extent that indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling our company pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                                  LEGAL MATTERS

     The validity of the shares offered by this prospectus will be passed upon
by Gardere Wynne Sewell LLP, 1000 Louisiana, Suite 3400, Houston, Texas 77002.

                                     EXPERTS

     Our consolidated balance sheets as of December 31, 1999 and 1998, and the
related statements of operations, stockholders' equity and cash flows for each
of the years in the three year period ended December 31, 1999, incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.

     Some of the information regarding our oil and gas reserves that we have
incorporated by reference into this prospectus is derived from Garb Grubbs
Harris & Associates, Inc.'s reserve report dated December 31, 1999. We have
included this information in reliance upon Garb Grubbs Harris & Associates, Inc.
as experts with respect to these matters.

                                       8
12
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE. The Company incorporates
by reference into this Registration Statement the following documents which have
been or will be filed by the Company with the Securities and Exchange Commission
(the "Commission"):

     1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended by Form 10-K/A as filed with the Commission on
April 27, 2000.

     2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.

     3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1999.

     4. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, dated March 27, 1991 (Registration Number
0-14488).

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de-registers 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 in a document 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 modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

      ITEM 4: DESCRIPTION OF SECURITIES.

NEW WARRANTS

     The 1998 Plan authorizes the issuance of up to 794,300 new warrants to
purchase shares of Common Stock ("New Warrants") issuable upon exercise of the
794,300 warrants originally purchased ("Original Warrants") under the Plan. New
Warrants will be issued only to the Eligible Employee, as defined in the Plan,
who purchased the Original Warrant and only if such person is still an Eligible
Employee.

                                      II-1
13
TERMS OF NEW WARRANTS

     Each New Warrant entitles the holder to purchase one share of Common Stock.
If the Common Stock that is issued upon exercise of the Original Warrants is
sold on the date of such exercise, then the exercise price of the New Warrants
will equal the price at which such shares of Common Stock were sold. If the
Common Stock received upon exercise of the Original Warrant is not sold on the
date of such exercise, then the exercise price of the New Warrant shall equal
the closing price of the Common Stock on the date of such exercise. The New
Warrants will expire on the earlier of (i) the date that is five years after the
date that the Original Warrants were purchased, (ii) the date that is five
business days after termination of employment if the Eligible Employee who
originally received such New Warrant ceases to be an Eligible Employee for any
reason other than death, disability or retirement after the age of 65, or (iii)
the date that is one year after the death, disability, or retirement after age
65 of the person who originally received the New Warrants from the Company if he
ceases to be an employee of the Company because of such death, disability, or
retirement after age 65.

EXERCISE OF NEW WARRANTS

     New Warrants may be exercised only by a holder, or by his legal
representative on his behalf after a disability, or by his personal
representative or estate or the person or persons entitled thereto after his
death.

     New Warrants may be exercised in whole or part at any time, within the
period permitted for exercise thereof. New Warrants must be exercised by written
notice with respect to a specified number of shares delivered to the Company at
its principal office, together with payment in full to the Company for the
number of shares of Common Stock to be purchased pursuant to the exercise of the
New Warrant.

     Upon any exercise of a New Warrant, the holder must pay the full amount of
the exercise price in cash at the time of the exercise. Holders will not be or
have any of the rights or privileges of a stockholder of the Company with
respect to any Common Stock purchasable upon the exercise of any part of a New
Warrant unless and until certificates representing such Common Stock shall have
been issued by the Company to such holders after exercise of a New Warrant.

     A New Warrant is exercisable only if the issuance of Common Stock pursuant
to the exercise would be in compliance with applicable securities laws. The
holder exercising a New Warrant shall pay or make provisions satisfactory to the
Company for the payment of certain taxes which the Company may be obligated to
collect upon exercise.

ADJUSTMENTS

     The number of shares of Common Stock issuable upon exercise of New Warrants
and the exercise price of such New Warrants are subject to adjustment by the
Board of Directors of the Company, acting in good faith, to reflect any stock
dividend, stock split, share combination,

                                      II-2
14

exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the Company. If the Company is
a party to any merger or similar transaction and is the surviving corporation,
the New Warrants will not be affected. If (i) the Company sells all or
substantially all of its assets, (ii) is a party to a merger or similar
transaction and is not the surviving corporation, or (iii) another company makes
a tender offer for stock of the Company, then the Company may, at its election,
(a) reach an agreement with the purchaser in that transaction that the purchaser
will assume the obligations of the Company under the New Warrants; (b) reach an
agreement with the purchaser that the purchaser will convert the New Warrants
into warrants of at least equal value as to stock of the purchaser; or (c) not
later than thirty (30) days prior to the effective date of the transaction,
notify the holder of the New Warrants of the proposed transaction and afford the
holders of the New Warrants the right prior to such transaction to exercise the
New Warrants, which exercise may be contingent upon consummation of the
transaction.

RESTRICTIONS ON TRANSFER OF NEW WARRANTS

     New Warrants are not transferable other than by will or by the laws of
descent and distribution, except that New Warrants may be transferred by the
purchaser of the Original Warrant from the Company to members of his immediate
family who are U.S. residents or to trusts or business entities formed for the
benefit of members of his immediate family who are U.S. residents. "Immediate
family" means parents, children, grandchildren, or spouses. A New Warrant may
not be subsequently transferred by such immediate family member other than by
will or by the laws of descent and distribution.

      ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.

      ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145(a) of the
General Corporation Law of the State of Delaware (the "General Corporation Law")
provides, in general, that a corporation shall have the power to 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 or
officer of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding, if the
indemnitee acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.

     Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have the power to 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 or officer of the
corporation 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

                                      II-3
15

reasonably believed to be in or not opposed to the best interest of the
corporation; provided, however, that if the person is found to be liable to the
corporation, no indemnification shall be made except to the extent that the
court determines that indemnification is fair and reasonable under the
circumstances.

     Section 145(g) of the General Corporation Law provides, in general, that a
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation against any
liability asserted against him or incurred by him in any 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 the law.

     Article Eight of the Registrant's Certificate of Incorporation and Article
Six of the Registrant's Bylaws give a director or officer the right to be
indemnified by the Registrant to the fullest extent permitted under Delaware
law.

    ITEM 7:     EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

    ITEM 8:     EXHIBITS:
4.1        Seitel, Inc. Amended and Restated 1998 Employee Stock Purchase Plan (incorporated by reference
                from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended September 30, 1999).

     4.2        Form of the New Warrants to be granted under the Amended and Restated 1998 Stock Purchase Plan
                (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended
                September 30, 1999).

     4.3        Seitel, Inc. 2000 Stock Option Plan (incorporated by reference from Exhibit 10.1 to the
                Company's Form 10-Q for the quarter ended September 30, 2000).

     4.4        Form of Warrants granted to Kevin Fiur and William Leaky.*

     5.1        Opinion of Gardere Wynne Sewell & Riggs, L.L.P., legal counsel to the Company.*

     10.1       Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and Paul
                A. Frame (incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q for the
                quarter ended June 30, 2000).

     10.2       Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and
                Herbert M. Pearlman (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for
                the quarter ended June 30, 2000).

     10.3       Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and David
                S. Lawi (incorporated by reference from Exhibit 10.4 to the Company's Form 10-Q for the quarter
                ended June 30, 2000).
II-4
16

     23.1       Consent of Arthur Andersen LLP.*

     23.2       Consent of Garb Grubbs Harris & Associates, Inc.*

     23.3       Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1).

     24.1       Power of Attorney (included on Signature Page).

* filed herewith

      ITEM 9:   UNDERTAKINGS.  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 of 1933;

                  (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. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                  (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 paragraphs (1)(i) and (1)(ii) do not apply if
     the registration statement is on Form S-3 or Form S-8, and 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
     Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

                                      II-5
17
         (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.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      II-6
18
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 5th day of
December, 2000.

                             SEITEL, INC.

                             BY: /s/ Paul A. Frame
                                ------------------------------------------------
                             PAUL A. FRAME, President, Chief Executive Officer
                             and Director (principal executive officer)

                             BY: /s/ Debra D. Valice
                                ------------------------------------------------
                             DEBRA D. VALICE, Executive Vice President of
                             Finance, Chief Financial Officer and Director
                             (principal financial and accounting officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following individuals in the
capacities and on the date indicated. Each person whose signature appears below
constitutes and appoints Paul A. Frame and Debra D. Valice true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full powers and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 5, 2000.
SIGNATURE                                                    TITLE
                        ---------                                                    -----
/s/ Herbert M. Pearlman
-------------------------------------------------------
                   HERBERT M. PEARLMAN                                Chairman of the Board of Directors

                    /s/ Paul A. Frame                                 President, Chief Executive Officer
-------------------------------------------------------                         and Director
                      PAUL A. FRAME
II-7
19
/s/ Debra D. Valice
-------------------------------------------------------
                     DEBRA D. VALICE                                 Executive Vice President of Finance,
                                                                     Chief Financial Officer and Director
                /s/ Walter M. Craig, Jr.
-------------------------------------------------------
                  WALTER M. CRAIG, JR.                                             Director

                   /s/ Fred S. Zeidman
-------------------------------------------------------
                     FRED S. ZEIDMAN                                               Director

                  /s/ John E. Stieglitz
-------------------------------------------------------
                    JOHN E. STIEGLITZ                                              Director

                    /s/ William Lerner
-------------------------------------------------------
                      WILLIAM LERNER                                               Director
II-8
20
                                INDEX OF EXHIBITS
Exhibit         Document
  -------         --------
4.1          Seitel, Inc. Amended and Restated 1998 Employee Stock Purchase Plan (incorporated by reference
                  from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended September 30, 1999).

     4.2          Form of the New Warrants to be granted under the Amended and Restated 1998 Stock Purchase Plan
                  (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended
                  September 30, 1999).

     4.3          Seitel, Inc. 2000 Stock Option Plan (incorporated by reference from Exhibit 10.1 to the
                  Company's Form 10-Q for the quarter ended September 30, 2000).

     4.4          Form of Warrants granted to Kevin Fiur and William Leaky.*

     5.1          Opinion of Gardere Wynne Sewell LLP, legal counsel to the Company.*

     10.1         Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and Paul
                  A. Frame (incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q for the
                  quarter ended June 30, 2000).

     10.2         Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and
                  Herbert M. Pearlman (incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for
                  the quarter ended June 30, 2000).

     10.3         Employment Agreement Amendment No. 2 dated effective as of June 26, 2000 between Seitel, Inc. and David
                  S. Lawi (incorporated by reference from Exhibit 10.4 to the Company's Form 10-Q for the quarter
                  ended June 30, 2000).

     23.1         Consent of Arthur Andersen LLP.*

     23.2         Consent of Garb Grubbs Harris& Associates, Inc.*

     23.3         Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1).

     24.1         Power of Attorney (included on Signature Page).
* Filed herewith.