Registration No. 33 --
  As filed with the Securities & Exchange Commission on February 28, 1996
-----------------------------------------------------------------------------

                     U.S. 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 Identification No.)
   incorporation or organization)        

                              50 Briar Hollow Lane
                            West Building, 7th Floor
                              Houston, Texas 77027
                                 (713) 627-1990
    ------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                  SEITEL, INC. 1993 INCENTIVE STOCK OPTION PLAN
                      SEITEL, INC. 1995 WARRANT RELOAD PLAN
                  ---------------------------------------------
                              (Full Title of Plans)

                            Paul A. Frame, President
                                  Seitel, Inc.
                 50 Briar Hollow Lane, West Building, 7th Floor
                              Houston, Texas 77027
                                 (713) 627-1990
            --------------------------------------------------------- 
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

      Debra D. Valice                            W. Mark Young, Esq.
   Chief Financial Officer              Gardere Wynne Sewell & Riggs, L.L.P.
        Seitel, Inc.                         333 Clay Avenue, Suite 800
   50 Briar Hollow Lane                         Houston, Texas 77002
  West Building, 7th Floor                         (713) 308-5500
    Houston, Texas 77027
  --------------------------------------------------------------------------

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

       Title of Each                           Proposed            Proposed
          Class of                             Maximum (1)          Maximum             Amount of
       Securities to      Amount to be      Offering Price        Aggregate           Registration
       be Registered      Registered (1)       Per Unit         Offering Price             Fee
       --------------------------------------------------------------------------------------------
<S>                       <C>               <C>                 <C>                   <C>  
     
            Common
          Stock, Par
        Value $.01 Per
            Share            2,051,122          $26.50 (2)        $54,354,733            $18,750     
       --------------------------------------------------------------------------------------------
<FN>
  
         (1)  The  aggregate  number  of  securities   registered  hereunder  is
2,051,122  shares of Common  Stock which have been  authorized  and reserved for
issuance under the Company's  1993 Incentive  Stock Option Plan and 1995 Warrant
Reload Plan.  Pursuant to Rule 416 promulgated under the Securities Act of 1933,
as amended, this Registration  Statement covers such additional shares of Common
Stock to be offered or issued to prevent  dilution  as a result of future  stock
splits, stock dividends or similar transactions.

         (2) The fee with respect to these shares has been  calculated  pursuant
to paragraphs (c) and (h) of Rule 457, upon the basis of $26.50,  the average of
the high and low prices  reported on the New York Stock Exchange on February 23,
1996 (being  within five  business  days prior to the date of the filing of this
Registration Statement).
</FN>
</TABLE>
                                        2

<PAGE>
                                EXPLANATORY NOTE

         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 by the Selling
Stockholders  listed,  from time to time, in the  Prospectus of shares of Common
Stock of the Company to be issued upon  exercise  of options  granted  under the
Company's 1993 Incentive Stock Option Plan and upon exercise of warrants granted
under the 1995 Warrant Reload Plan.

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

         Pursuant to 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
"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 Act.


                                        3

<PAGE>



PROSPECTUS                        SEITEL, INC.
(Form S-3)
                                2,051,122 Shares
                                  Common Stock
                           ($.01 Par Value Per Share)
                        --------------------------------

                        1993 INCENTIVE STOCK OPTION PLAN
                            1995 WARRANT RELOAD PLAN

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

         This  Prospectus  is being used in connection  with the offering,  from
time to time, by certain  stockholders  (the "Selling  Stockholders") of Seitel,
Inc. (the  "Company")  of shares of common stock,  $.01 par value per share (the
"Common  Stock")  which have been or may be  acquired  upon  exercise of options
granted  under the 1993  Incentive  Stock  Option Plan (the  "Option  Plan") and
warrants granted under the 1995 Warrant Reload Plan (the "Reload Plan").

         The securities being registered hereby (the  "Securities") may be sold,
from time to time, by the Selling Stockholders,  directly or indirectly, through
agents  designated  from time to time, in one or more open market  transactions,
including block trades, on the New York Stock Exchange,  in privately negotiated
transactions,  or in a  combination  of such methods of sale.  Such sales may be
made through dealers or underwriters to be designated, on terms to be determined
at the time of sale,  or at prices  and at terms  then  prevailing  or at prices
related to the then current market price. In effecting sales, brokers or dealers
engaged by the Selling  Stockholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Stockholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act"), in connection with such sales. To the extent required,  the
specific  securities  sold, the name of the Selling  Stockholders,  the purchase
price, public offering price, name of any such agent, dealer or underwriter, and
any applicable discount or commission with respect to a particular offer will be
set forth by supplement to this Prospectus.  In addition, any securities covered
by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this  Prospectus.  The Company will not receive
any of the  proceeds  from the  sale of  these  shares,  but  will  receive  the
aggregate exercise price of options exercised under the Option Plan and warrants
exercised under the Reload Plan. The Company's  Common Stock is presently listed
on the New York Stock Exchange under the symbol "SEI." The closing price for the
Common Stock on the New York Stock Exchange on February 23, 1996, was $26.625.

                        --------------------------------
 
                     SEE "RISK FACTORS" FOR CERTAIN MATTERS
                    TO BE CONSIDERED BY PROSPECTIVE INVESTORS

                        --------------------------------
                The date of this Prospectus is February 28, 1996.

                                        4

<PAGE>



THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

         No person is authorized  in  connection  with the offering made by this
Prospectus to give any information or to make any  representations not contained
or  incorporated  by  reference  in  this  Prospectus,  and any  information  or
representation  not contained or  incorporated  by reference in this  Prospectus
must  not be  relied  upon  as  having  been  authorized  by the  Company.  This
Prospectus is not an offer to sell, or a solicitation of an offer to buy, by any
person in any  jurisdiction  in which it is unlawful  for that person to make an
offer or solicitation.  Neither the delivery of this Prospectus or any sale made
under this Prospectus shall, under any circumstance, create any implication that
the  information in this  Prospectus is correct as of any time subsequent to the
date of this Prospectus.

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

                              AVAILABLE INFORMATION

         Seitel,   Inc.  (the   "Company")  is  subject  to  the   informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")  and,  in  accordance  therewith,  files  reports,  proxy and  information
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  Such reports,  proxy and information  statements and other
information  can be  inspected  and  copied at the public  reference  facilities
maintained  by the  Commission  at  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549;  Northwestern  Atrium Center,  500 West Madison Street,
Suite 1400,  Chicago,  Illinois 60661;  and 7 World Trade Center,  New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section of the Commission, in Washington, D.C. at prescribed rates. In addition,
the Company's  Common Stock is listed on the New York Stock  Exchange,  20 Broad
Street, New York, New York 10005, and reports,  proxy and information statements
and other information can be inspected at the offices of the Exchange.

         The  Company has filed with the  Commission  a  Registration  Statement
under the  Securities  Act of 1933, as amended,  with respect to the  securities
offered  by  this  Prospectus.  This  Prospectus  does  not  contain  all of the
information set forth in the Registration Statement,  certain parts of which are
omitted  in  accordance  with  the  rules  and  regulations  of the  Commission.
Additional  information  concerning the securities offered hereby is to be found
in the Registration Statement,  including various exhibits thereto, which may be
inspected at the Commission's office in Washington, D.C.

                                        5

<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company   incorporates  by  reference  into  this  Prospectus  the
following documents and portions of documents:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended by Form 10-K/A dated April 28, 1995.

         2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, June 30, and September 30, 1995.

         3. The Company's Current Report on Form 8-K dated January 2, 1996.

         4. All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act, since December 31, 1994.

         5. 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).

         6. All other  reports filed  pursuant to Section  13(a),  13(c),  14 or
15(d)  of the  Exchange  Act  after  the  date of this  Prospectus  prior to the
termination of this offering.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus 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 Prospectus.

         The Company  will  provide  without  charge to each person to whom this
Prospectus is delivered,  upon written or oral request of that person, a copy of
all other documents incorporated by reference into the Registration Statement of
which  this  Prospectus  is a part,  other  than  exhibits  to those  documents.
Requests  should be directed to Debra D. Valice,  Seitel,  Inc., 50 Briar Hollow
Lane,  West  Building,  7th  Floor,  Houston,  Texas  77027  (telephone:   (713)
627-1990).


                                        6

<PAGE>



                                   THE COMPANY

         The Company and its subsidiaries  (the "Company"),  located in Houston,
Texas, are a leading provider of seismic data and related  geophysical  services
and  expertise  to the  petroleum  industry.  The  Company  has  evolved  into a
diversified  energy concern with several niche operations,  including one of the
largest   independent   seismic   data   libraries   in   the   United   States;
three-dimensional  seismic  data  acquisition,   processing  and  interpretation
technology;  direct  participation in exploration,  development and ownership of
natural gas and crude oil reserves; and natural gas marketing.

         Since its  inception  in 1982,  the  Company  has been  engaged  in the
development  of a  proprietary  library  of  seismic  data,  created by both the
Company and others.  The Company's seismic data library is owned and marketed by
Seitel Data,  Ltd., a Texas limited  partnership  of which  wholly-owned  Seitel
subsidiaries  constitute all of the limited and general  partners.  Seitel Data,
Ltd. markets the data library, which consists of both two-dimensional ("2D") and
three-dimensional   ("3D")  data,  to  oil  and  gas  companies   under  license
agreements.   Seismic   surveys  and  the  analysis  of  seismic  data  for  the
identification and definition of underground geological structures are principal
techniques  used in oil and gas  exploration  and  development  to determine the
existence and location of subsurface hydrocarbons.

         Through its  wholly-owned  subsidiary,  Seitel  Geophysical,  Inc., the
Company  commenced 3D seismic  recording and crew operations in June,  1993. The
Company utilizes  1300-channel  telemetric systems to record the 3D surveys that
the Company is conducting in the difficult marsh/swamp and transition-zone areas
onshore in the U.S.  Gulf Coast  region.  Most seismic  recording  equipment use
cables to transmit  data and do not operate as  efficiently  in wetland areas as
telemetry-based  seismic systems like those used by the Company, which use radio
signals for data transmission.  In February, 1994, the Company added an in-house
seismic data processing center in order to accommodate the Company's 3D surveys.
This processing center, located at the Company's Houston headquarters,  features
sophisticated computer hardware and software designed specifically to process 3D
seismic data. The Company's  integrated  operations include its large 2D seismic
library,  seismic recording systems and crews geared  specifically to conduct 3D
surveys,  the seismic  data  processing  center and computer  software,  and the
Company's geophysical application experience in interpreting 3D data.

         In March, 1993, the Company formed DDD Energy,  Inc. ("DDD Energy"),  a
wholly-owned  subsidiary,  to  participate  directly in  petroleum  exploration,
development  and  ownership  of  hydrocarbon  reserves  through cost and revenue
sharing relationships with oil and gas producers.  The Company's objective is to
participate  through DDD Energy in exploration  and  development  programs which
combine  the  Company's  3D and 2D seismic  resources  and  related  geophysical
technologies  with the geology and  engineering  expertise and land positions of
selected petroleum producers.

         In the  fall of 1993,  the  Company  entered  the gas  marketing  field
through the  formation of Seitel Gas & Energy  Corp.  ("SG&E"),  a  wholly-owned
subsidiary of the Company. SG&E was formed to provide large-volume  consumers of
natural gas with cost savings as compared with rates charged by local utilities,
as well as flexible  sources of supply and other benefits and services  tailored
to end-users' respective usage requirements.


                                        7

<PAGE>



                                  RISK FACTORS

         Prospective  purchasers of the Common Stock should carefully  consider,
in  addition  to the other  information  contained  in this  Prospectus  and any
accompanying Prospectus Supplement, the following risk factors.

         Competition.   Competition  in  the  Company's  various  businesses  is
intense.  In the seismic data  acquisition  and resale  industry,  several other
independent  oil-service  companies create and market seismic data, and numerous
oil and gas companies  create  seismic data and maintain  their own seismic data
banks. Due to difficult industry conditions since the late 1980's, the number of
independent  seismic  companies has  decreased,  and oil and gas companies  have
acquired an  increasing  portion of their  seismic  data from  outside  sources,
including the Company.  In the oil and gas exploration and production  business,
there are  numerous  oil and gas  companies  competing  for the  acquisition  of
mineral  properties.  In the gas  marketing  field there are numerous  companies
competing for customers.  Although the Company has significant operating history
in its seismic data licensing  operations,  it has limited  operating history in
seismic data acquisition,  oil and gas exploration,  and gas marketing.  Some of
the Company's  competitors have longer operating  histories,  greater  financial
resources  and larger  sales  volumes  than the  Company.  Although  the Company
believes that its fully-integrated seismic resources and technical,  geophysical
and marketing expertise will allow it to compete effectively in the seismic data
industry,  the oil and gas exploration and development industry, and the natural
gas marketing industry, there can be no assurance that this will be the case.

         Industry  Conditions.  Demand for the  Company's  seismic data services
depends  primarily  upon the  level of  spending  by oil and gas  companies  for
exploration,  production and development activities.  These spending levels tend
to increase and decrease with  increases  and decreases in the commodity  prices
for oil and gas,  so that  demand for the  Company's  seismic  data  services is
affected  to some degree by market  prices for natural gas and crude oil,  which
have  historically been very volatile.  Revenues  generated by the Company's oil
and  gas  exploration  and  development  business  increase  and  decrease  with
increases and decreases in the market prices of oil and gas. Revenues  generated
by the Company's gas marketing  business  depend on natural gas prices and usage
levels.  A  substantial  or extended  decline in oil and gas prices could have a
material adverse effect on the Company's financial position. In addition, if oil
and gas prices decrease  materially,  the Company may be unable to find partners
willing to pay the relatively  high costs of  exploration  and  development  and
grant the Company an  interest  in  production  in  exchange  for seismic  data.
Further,  as high  quality 3D data  becomes  more  widely  available  from other
sources, the Company may be unable to obtain the same level of working interests
in oil and gas  properties  in  exchange  for use of its 3D  data.  Also,  other
factors  beyond the  Company's  control  may affect its oil and gas  operations.
These  factors  include  the  level  of  supply  of  natural  gas and  oil,  the
availability  of  adequate  pipeline  and other  transportation  and  processing
facilities and the marketing of competitive  fuels.  See also  "Compliance  with
Governmental Regulations."

         Operating Risks. The Company's seismic data acquisition  activities are
subject  to  the  general  risks  incident  to  land  seismic  data  acquisition
activities,  including the use of explosives, which subject personnel to risk of
injury due to accidental  explosions resulting from the mishandling of equipment
and  supplies,  and  environmental  claims.  The  Company  operates  in areas of
difficult  terrain,  such as in  marshes  and  swamps,  that can  pose  risks to
personnel and

                                        8

<PAGE>



equipment.  The Company has not experienced any material losses or environmental
claims to date, but there can be no assurance  that it will not experience  such
losses or claims in the future. To the extent  available,  the Company maintains
general liability  insurance coverage against these potential claims, the nature
and amount of which the Company believes to be customary in the industry.  There
can be no assurance that adequate  insurance will be available in the future, or
that the  Company  will be able to  maintain  adequate  insurance  on terms  and
conditions it finds acceptable.

         The Company's oil and gas operations are subject to hazards incident to
the drilling of oil and gas wells, such as cratering, explosions, uncontrollable
flows of oil,  gas or well  fluids,  fires,  pollution,  or other  environmental
risks, as well as to the risk that no commercially producible natural gas or oil
reserves will be  encountered.  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.  In addition,  the cost of
drilling,  completing  and  operating  wells is often  uncertain,  and  drilling
operations  may be  curtailed,  delayed or cancelled as a result of a variety of
factors, including unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, weather conditions and shortages or
delays in the delivery of  equipment.  These risks are  typically  shared by the
Company and its petroleum company partners. The Company also seeks to reduce dry
hole risks by utilizing 3D seismic data, where deemed appropriate,  to assist in
the determination of where to drill.  Since the Company does not act as operator
in its oil and gas drilling business, it is dependent upon its petroleum company
partners to conduct  operations  in a manner so as to minimize  these  operating
risks. In accordance with industry  practice,  the Company  maintains  insurance
against some, but not all, of these operating  risks.  There can be no assurance
that  adequate  insurance  will be available in the future,  or that the Company
will be able to maintain  adequate  insurance on terms and  conditions  it finds
acceptable.  As a result of the risks inherent in oil and gas operations,  there
can be no assurance as to the success of the Company's oil and gas  exploration,
development and production activities.

         Holding Company Structure. The Company has no operations or significant
assets  other  than  through  its   ownership  of  the  capital   stock  of  its
subsidiaries. Dividends and other permitted payments from such subsidiaries will
be the primary source of funds to pay dividends on the Common Stock.  The rights
of the Company and its creditors to  participate in the assets of any subsidiary
upon the latter's  liquidation  or  reorganization  will be subject to the prior
claims of the  subsidiary's  creditors except to the extent that the Company may
itself be a creditor with recognized claims against the subsidiary.

         Dependence on Key  Personnel.  The Company's  operations  are dependent
upon 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 the
Company.  The Company  utilizes equity ownership and other incentives to attract
and retain  its  employees.  In  addition,  the  Company's  President  and Chief
Executive Officer,  Paul A. Frame,  Executive Vice President and Chief Operating
Officer,  Horace A.  Calvert,  and Senior  Vice  President  of Finance and Chief
Financial  Officer,  Debra D. Valice,  all have  employment  agreements with the
Company.

         Geographic  Concentration of Operations.  Most of the Company's seismic
data in its seismic  data  library,  as well as most of the  Company's  existing
interests in oil and gas properties, are located along the coast and offshore in
the U.S. Gulf of Mexico. Because of this

                                        9

<PAGE>



concentration,  any regional events that increase costs,  reduce availability of
equipment or supplies, reduce demand or limit production will impact the Company
more adversely than if the Company were geographically diversified.

         Compliance with Governmental Regulations.  The oil and gas industry, in
general, is subject to extensive governmental  regulation,  which may be changed
from  time  to  time  in  response  to  economic  or  political  conditions.  In
particular,  oil and gas  exploration  and  production is subject to federal and
state regulations governing  environmental quality and pollution control,  state
limits on allowable  rates of  production by well or proration  unit,  and other
similar  regulations.  State and federal  regulations  generally are intended to
prevent waste of natural gas and oil,  protect rights to produce natural gas and
oil between owners in a common reservoir,  control the amount of natural gas and
oil  produced  by  assigning   allowable   rates  of  production,   and  control
contamination  of the  environment.  Also,  the Company  believes that the trend
toward more  expansive  and stricter  environmental  laws and  regulations  will
continue.  The  implementation of new, or the modification of existing,  laws or
regulations  affecting  the oil and gas industry  could have a material  adverse
impact on the Company.

         Shares  Eligible for Future Sale. No  prediction  can be made as to the
effect,  if any, that future sales of shares of the Company's  capital stock, or
the  availability  of shares of capital stock for future sale,  will have on the
market  price of such  stock  prevailing  from  time to  time.  The  Company  is
authorized to issue 20,000,000 shares of Common Stock, par value $.01 per share,
of which 9,469,128  shares are outstanding as of February 23, 1996. In addition,
as of February 23, 1996, the Company has  outstanding  the following  securities
which are convertible into Common Stock,  which are held by or issuable pursuant
to  options,  warrants  and other  rights  granted  prior to the date hereof and
exercisable  within  60 days of the  date  hereof,  and are  eligible  for  sale
currently or immediately upon exercise:

                  (i) $1,696,000  Principal  Amount 9% Convertible  Subordinated
         Debentures due March 31, 2002,  convertible  at $9.28 per share,  which
         debentures  have been called for  redemption on March 31, 1996, and can
         be converted on or prior to March 25, 1996;

                  (ii)  Common Stock Purchase Warrants  to purchase an aggregate
         of 1,790,479  shares of Common Stock  with  various exercise prices and
         maturities; and

                  (iii) Options to purchase up to 640,045 shares of Common Stock
         under the Company's  1993 Incentive  Stock Option Plan,  1984 Incentive
         Employee Stock Option Plan,  Non-Employee  Directors Stock Option Plan,
         and Non-Qualified Stock Option Plans.

         In addition,  the Company's Board of Directors has the ability to issue
from time to time up to  5,000,000  shares of  Preferred  Stock,  in one or more
series, with such dividend,  liquidation,  conversion, sinking fund, redemption,
preference and, subject to certain limitations,  voting rights, as the Board, in
its discretion,  may determine. As of the date of this Prospectus,  no shares of
preferred stock are outstanding.

         Sales of substantial  amounts of Common Stock (including  shares issued
upon the exercise of stock options or  warrants),  or the  perception  that such
sales could occur,  could  adversely  affect  prevailing  market  prices for the
Common Stock.

                                       10

<PAGE>




                                 USE OF PROCEEDS

         The Company will not receive any part of the proceeds  from the sale of
the  shares of Common  Stock by the  Selling  Stockholders.  The  Company  will,
however,  receive the exercise  price of options  granted  under the Option Plan
($8,291,250 if all of the currently  outstanding  options for shares  registered
hereunder  are  exercised)  and  warrants  granted  under the  Reload  Plan upon
exercise thereof, which options or warrants must be exercised before the Selling
Stockholders  can sell the shares offered  hereunder.  The exercise price of the
options  and  warrants  is  determined  at the time of grant of such  options or
warrants.  The  Company  intends to use the  proceeds  from the  exercise of the
options and warrants for general corporate purposes.

                COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS

         This  Prospectus  covers  offers,  from  time to  time,  of a total  of
2,051,122  shares of Common  Stock  held or to be held by the  employees  of the
Company pursuant to the Company's (i) recently adopted  amendments to the Option
Plan, under which amendments an additional 405,000 shares,  which are registered
hereunder,  have been  reserved  for  issuance to  employees of the Company upon
exercise of options  granted under the Option Plan, and (ii) Reload Plan,  under
which  warrants to purchase  up to a total of up to  1,646,122  shares of Common
Stock may be granted to employees of the Company.

                              SELLING STOCKHOLDERS

         1993  Incentive  Stock Option Plan. As originally  adopted in 1993, the
Option Plan  provided for the Company to grant options to purchase up to 295,000
shares of the Company's Common Stock.  These 295,000 shares have previously been
registered on a Registration  Statement on Form S-8,  Registration No. 33-78560,
filed with the  Commission on May 5, 1994.  Effective May 12, 1995,  the Company
amended the Option Plan to increase the number of shares for which options could
be granted under the Option Plan by 405,000 shares,  so that options to purchase
up to an aggregate  of 700,000  shares of Common Stock of the Company may now be
granted under the Option Plan.  This  Prospectus may be used by employees of the
Company who are deemed to be  affiliates  of the  Company  under the Act for the
resale  of any of such  405,000  shares  of  Common  Stock  issued  to them upon
exercise of options  granted  under the Option  Plan.  As of February  28, 1996,
options to purchase  305,000 of these 405,000  shares had been granted under the
Option Plan.  If and when any of the balance of these  405,000  shares of Common
Stock are issued upon exercise of options  granted under the Option Plan and are
sought to be  offered  for  resale by the  Selling  Stockholders,  the number of
shares of Common  Stock  beneficially  owned by each  Selling  Stockholder,  the
number of shares acquired upon exercise of such options granted under the Option
Plan and the number of shares  offered for resale  pursuant  to this  Prospectus
will be indicated by Prospectus Supplement.

         1995 Warrant Reload Plan.  This  Prospectus may be used by employees of
the Company who are deemed to be affiliates of the Company under the Act for the
resale of shares of Common  Stock  issued to them upon  exercise of the warrants
granted under the 1995 Warrant Reload Plan.


                                       11

<PAGE>



         Selling  Stockholders.  The following table sets forth (i) the name and
relationship to the Company of each such Selling Stockholder, (ii) the number of
shares of Common Stock and the percentage of the outstanding  Common Stock which
each such Selling  Stockholder  owned as of February 23, 1996,  including shares
which may be acquired  within 60 days upon the exercise of  outstanding  options
and warrants, (iii) the number of shares which may be acquired upon the exercise
of previously granted options under the Option Plan and offered hereby, and (iv)
the number of shares which may be acquired  under the 1995  Warrant  Reload Plan
and offered hereby.

         All  information  set forth below has been  furnished to the Company by
the Selling  Stockholders  and other sources which the Company has not verified.
Because the Selling  Stockholders  may sell all or a part of the Securities they
hold pursuant to this Prospectus,  or any supplement thereto,  and the fact that
this offering is not being  underwritten on a firm commitment basis, no estimate
can be given as to the  amount of  Securities  that will be held by the  Selling
Stockholders upon termination of this offering.


                                       12

<PAGE>
<TABLE>
<CAPTION>
                                                                                  Number of Shares
                                                                                   Issuable Under           Number of Shares
                                                               Percentage        Options Previously          Issuable Under
                                            Shares Owned      Owned as of          Granted Under            Warrant Reload
                                           As of February     February 23,        Option Plan and          Plan and Offered
    Name and Relationship                    23, 1996(1)         1996(1)         Offered Hereunder            Hereunder
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                <C>                       <C>           

Horace A. Calvert(2)                        535,976              5.4%                 50,000                   345,399
Executive Vice President
President - DDD Energy, Inc.

Walter M. Craig, Jr.(3)                      30,981                *                       0                    30,652
Director

Paul A. Frame(4)                            517,378              5.3%                 50,000                   345,399
President

Jay M. Green(5)                              61,970                *                  15,000                    24,271
Vice President - Investor Relations

Marcia H. Kendrick(6)                         9,235                *                  15,000                       952
Chief Accounting Officer

David S. Lawi(7)                            254,576              2.6%                 25,000                   202,863
Chairman of the Executive Committee

Jesse R. Marion(8)                           42,938                *                  25,000                    10,577
President - Seitel Delaware, Inc. and
Seitel Data, Ltd.

Herbert M. Pearlman(9)                      369,719              3.8%                 50,000                   245,291
Chairman of the Board

Jay N. Silverman(10)                         45,629                *                  25,000                     3,282
President - Seitel Geophysical, Inc.

Debra D. Valice(11)                         149,546              1.6%                 25,000                    78,666
Senior Vice President of Finance,
Treasurer and Secretary

David A. Wegner(12)                          89,417                *                  25,000                    80,627
President - Seitel Gas & Energy Corp.


------------------
* less than 1%
<FN>

(1)  Includes  shares  that may be  acquired  within  60 days upon  exercise  of
outstanding options and warrants.

(2) Calvert:  Includes  23,002 and 355,023 shares which may be acquired from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $2.80 to
$5.57 per share,  and the exercise  prices of the warrants  range from $11.25 to
$24.00 per share.


                                       13

<PAGE>



(3) Craig:  Includes 30,652 shares which may be acquired from the Company within
60 days upon exercise of common stock purchase warrants.  The exercise prices of
the warrants range from $30.13 to $32.00 per share.

(4) Frame:  Includes  21,719 and 345,399  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $3.11 to
$5.57 per share,  and the exercise  prices of the warrants  range from $13.05 to
$24.00 per share.

(5) Green:  Includes  20,000 and 24,271  shares  which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $7.88 to
$40.00 per share,  and the exercise  prices of the warrants  range from $5.38 to
$24.00 per share.

(6)  Kendrick:  Includes  6,667 and 952 shares  which may be  acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise  price of the options is $7.88 per share,
and the exercise price of the warrants is $24.00 per share.

(7) Lawi:  Includes 202,863 shares which may be acquired from the Company within
60 days upon exercise of common stock purchase  warrants.  The exercise price of
the warrants range from $13.05 to $32.00 per share.

(8) Marion:  Includes  17,083 and 10,577  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $5.38 to
$30.00 per share, and the exercise price of the warrants is $24.00 per share.

(9)  Pearlman:  Includes  245,291  shares which may be acquired from the Company
within 60 days upon  exercise of common stock  purchase  warrants.  The exercise
prices of the warrants range from $13.05 to $32.00 per share.

(10) Silverman:  Includes 30,531 and 3,282 shares which may be acquired from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $5.38 to
$30.00 per share, and the exercise price of the warrants is $24.00 per share.

(11) Valice:  Includes  9,844 and 83,512  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $5.57 to
$11.30 per share,  and the exercise  prices of the warrants range from $11.25 to
$24.00 per share.

(12) Wegner:  Includes  8,790 and 80,627  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $7.88 to
$11.30 per share, and the exercise price of the warrants is $31.60 per share.
</FN>
</TABLE>


                                       14

<PAGE>



                              PLAN OF DISTRIBUTION

         All  Securities  covered by this  Prospectus  are being offered for the
accounts of the Selling  Stockholders.  The Securities may be sold, from time to
time,  in one or more  transactions  at a fixed  offering  price,  which  may be
changed,  at  varying  prices  determined  at the  time of sale,  at terms  then
prevailing  or at  prices  related  to  the  then  current  market  price  or at
negotiated  prices.  The  Securities  may be  sold in one or  more  open  market
transactions  on  the  New  York  Stock  Exchange  or  in  privately  negotiated
transactions.  The Securities may be sold by various methods, including, but not
limited to, one or more of the following:  (a) a block trade in which the broker
or dealer so engaged will attempt to sell  Securities  as agent but may position
and resell a portion of the block as principal to  facilitate  the  transaction,
(b)  purchases  by a broker or dealer as  principal  and resale by the broker or
dealer for its own account pursuant to this Prospectus, (c) a transaction on the
New York Stock Exchange in accordance  with the rules of such exchange,  and (d)
ordinary brokers  transactions and transactions in which the broker solicits the
purchasers.  Alternatively,  the Selling Stockholder may from time to time offer
the  securities  through  underwriters,   dealers  or  agents  who  may  receive
compensation in the form of underwriting discounts,  concessions, or commissions
from the Selling  Stockholders and/or purchasers of Securities for whom they act
as agents. In addition, any of the Securities which qualify for sale pursuant to
Rule 144 under the Act, or otherwise  pursuant to an applicable  exemption under
the Act, may be sold other than pursuant to this Prospectus.

         The Selling  Stockholders and any such underwriters,  dealers or agents
that  participate  in  the  distribution  of  Securities  may  be  deemed  to be
underwriters,  and any  profit  on the  sale of the  Securities  by them and any
discounts,  commissions  or  concessions  received  by them may be  deemed to be
underwriting  discounts and commissions under the Act. Brokers or dealers acting
in connection  with the sale of the Securities  contemplated  by this Prospectus
may receive commissions in connection therewith.

         At the time a particular  offer of  Securities  is made,  to the extent
required,  a  supplement  to this  Prospectus  will be  distributed  which  will
identify the Selling  Stockholders,  identify and set forth the aggregate amount
of Securities being offered and the terms of the offering, including the name or
names of any  underwriters,  dealers or agents,  the purchase  price paid by any
underwriter  for  Securities  purchased  from  the  Selling   Stockholder,   any
discounts,  commissions  and  other  items  constituting  compensation  from the
Selling  Stockholder  and any discounts,  commissions or concessions  allowed or
re-allowed  or paid to dealers,  including  the  proposed  selling  price to the
public.  Such supplement to this Prospectus and, if necessary,  a post-effective
amendment to the Registration  Statement of which the Prospectus is a part, will
be filed with the Commission to reflect the disclosure of additional information
with respect to the distribution of the Securities.  The Company will pay all of
the expenses  incident to the registration and certain other expenses related to
this  offering  of the  Securities,  other  than  underwriting  commissions  and
discounts,  normal commission  expenses and brokerage fees,  applicable transfer
taxes and attorneys' fees of Selling Stockholders' counsel.

         The Selling Stockholders have entered into  indemnification  agreements
with the  Company  pursuant  to which the Company  will be  indemnified  against
failure by the Selling Stockholders to deliver a Prospectus if required, as well
as against certain civil liabilities, including liabilities under the Act or the
Exchange  Act,  incurred  in  connection  with any  untrue (or  alleged  untrue)
statement of a material fact or omission of a material fact in this Registration
Statement to the

                                       15

<PAGE>



extent such liability relates to information supplied by the Selling Stockholder
for inclusion in the Registration Statement or Prospectus.

         In order to comply with certain states' securities laws, if applicable,
the Securities  will be sold in such  jurisdictions  only through  registered or
licensed brokers or dealers.  In certain states,  the Securities may not be sold
unless the Securities have been registered or qualify for sale in such state, or
unless an exemption  from  registration  or  qualification  is available  and is
obtained.

                                  LEGAL MATTERS

         The  validity  of the  Shares  will be passed  upon for the  Company by
Gardere Wynne Sewell & Riggs, L.L.P., Houston, Texas.

                                     EXPERTS

         The   consolidated   financial   statements  of  the  Company  and  its
subsidiaries  incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1994,  have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said report.

         The estimate of natural gas reserves  contained in the Company's Annual
Report on Form 10-K for the year ended  December  31, 1994,  was  obtained  from
reserve reports dated January 1, 1995, prepared by Forrest A. Garb & Associates,
Inc., and are incorporated herein in reliance upon the authority of said firm as
experts in such matters.


                                       16

<PAGE>



                                     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, 1994, as amended by Form 10-K/A dated April
                  28, 1995.

         2.       The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
                  quarters ended March 31, June 30, and September 30, 1995.

         3.       The  Company's  Current  Report on Form 8-K  dated  January 2,
                  1996.

         4.       All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the Securities  Act of 1934, as amended (the "Exchange  Act"),
                  since December 31, 1994.

         5.       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  Prospectus 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 Prospectus.

      Item 4:     Description of Securities.  Not applicable.

      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

                                       17

<PAGE>



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  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 Eighth of the  Registrant's  Certificate of  Incorporation  and
Section 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      Form of Warrant granted under the 1995 Warrant Reload Plan.  *

         5.1      Opinion of Sewell & Riggs, P.C., legal counsel to the 
                  Company.  *

         10.1     Seitel, Inc. 1993 Incentive Stock Option Plan (incorporated by
                  reference to the Company's Quarterly  Report on  Form 10-Q for
                  the fiscal quarter ended June 30, 1993).

         10.2     Seitel,  Inc.  Amendments to 1993 Incentive  Stock Option Plan
                  effective  May 12,  1995  (incorporated  by  reference  to the
                  Company's  Quarterly  Report  on  Form  10- Q for  the  fiscal
                  quarter ended June 30, 1995).

         23.1     Consent of Arthur Andersen LLP  *

         23.2     Consent of Forrest A. Garb & Associates, Inc.  *

         23.3     Consent of Sewell & Riggs, P.C. (included in Exhibit 5.1).


                                       18

<PAGE>



         24.1     Power of Attorney (included on Signature Page).

* filed herewith

      Item 9:     Undertakings.  The Company hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement 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.

         (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.

         (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 Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 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 of liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in said  Act and is
therefore  unenforceable.  In the  event  that a  claim  for an  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
a 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 Company  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 said Act and will be governed by the final  adjudication
of such issue.


                                       19

<PAGE>



                                   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  28th  day of
February, 1996.

                                  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, Senior Vice
                                       President of Finance, Chief Financial
                                       Officer and Director
                                       (principal financial and accounting
                                       officer)


                                       20

<PAGE>



         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 February 28, 1996.

               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


    /s/Horace A. Calvert                        Executive Vice President,
    -------------------------------        Chief Operating Officer and Director
    HORACE A. CALVERT                                  


    /s/Debra D. Valice                       Senior Vice President of Finance,
    -------------------------------        Chief Financial Officer and Director
    DEBRA D. VALICE  


    /s/ Jesse Marion
    -------------------------------
    JESSE MARION                                         Director


    /s/William L. Lurie
    -------------------------------
    WILLIAM L. LURIE                                     Director


    /s/David S. Lawi
    -------------------------------
    DAVID S. LAWI                                        Director


                                       21

<PAGE>



    /s/Walter M. Craig, Jr.
    -------------------------------
    WALTER M. CRAIG, JR.                                 Director


    /s/William Lerner
    -------------------------------
    WILLIAM LERNER                                       Director


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



                                       22

<PAGE>



                                Index of Exhibits




  Exhibit                            Document                               

4.1        Form of Warrant granted under the 1995 Warrant Reload Plan.*     

5.1        Opinion of Sewell & Riggs, P.C. legal counsel to the Company.*   

10.1       Seitel, Inc. 1993 Incentive Stock Option Plan (incorporated by 
           reference to the Company's Quarterly Report on Form 10-Q for 
           the fiscal quarter ended June 30, 1993).

10.2       Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan 
           effective May 12, 1995 (incorporated by reference to the 
           Company's Quarterly Report on Form 10-Q for the fiscal quarter
           ended June 30, 1995).

23.1       Consent of Arthur Andersen LLP*                                 

23.2       Consent of Forrest A. Garb & Associates, Inc.*                  

23.3       Consent of Sewell & Riggs, P.C. (included in Exhibit 5.1).

24.1       Power of Attorney (included on Signature Page).



* Filed herewith.


                                       23
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 61827}]
{"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": "333-01271", "film-number": "96527535"}, "business-address": {"street1": "50 BRIAR HOLLOW LANE", "street2": "WEST BLDG 7TH FLR", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7136271990"}, "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"}}
Registration No. 33 --
  As filed with the Securities & Exchange Commission on February 28, 1996
-----------------------------------------------------------------------------

                     U.S. 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 Identification No.)
   incorporation or organization)        

                              50 Briar Hollow Lane
                            West Building, 7th Floor
                              Houston, Texas 77027
                                 (713) 627-1990
    ------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                  SEITEL, INC. 1993 INCENTIVE STOCK OPTION PLAN
                      SEITEL, INC. 1995 WARRANT RELOAD PLAN
                  ---------------------------------------------
                              (Full Title of Plans)

                            Paul A. Frame, President
                                  Seitel, Inc.
                 50 Briar Hollow Lane, West Building, 7th Floor
                              Houston, Texas 77027
                                 (713) 627-1990
            --------------------------------------------------------- 
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

      Debra D. Valice                            W. Mark Young, Esq.
   Chief Financial Officer              Gardere Wynne Sewell & Riggs, L.L.P.
        Seitel, Inc.                         333 Clay Avenue, Suite 800
   50 Briar Hollow Lane                         Houston, Texas 77002
  West Building, 7th Floor                         (713) 308-5500
    Houston, Texas 77027
  --------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Title of Each                           Proposed            Proposed
          Class of                             Maximum (1)          Maximum             Amount of
       Securities to      Amount to be      Offering Price        Aggregate           Registration
       be Registered      Registered (1)       Per Unit         Offering Price             Fee
       --------------------------------------------------------------------------------------------
Common
          Stock, Par
        Value $.01 Per
            Share            2,051,122          $26.50 (2)        $54,354,733            $18,750     
       --------------------------------------------------------------------------------------------
(1)  The  aggregate  number  of  securities   registered  hereunder  is
2,051,122  shares of Common  Stock which have been  authorized  and reserved for
issuance under the Company's  1993 Incentive  Stock Option Plan and 1995 Warrant
Reload Plan.  Pursuant to Rule 416 promulgated under the Securities Act of 1933,
as amended, this Registration  Statement covers such additional shares of Common
Stock to be offered or issued to prevent  dilution  as a result of future  stock
splits, stock dividends or similar transactions.

         (2) The fee with respect to these shares has been  calculated  pursuant
to paragraphs (c) and (h) of Rule 457, upon the basis of $26.50,  the average of
the high and low prices  reported on the New York Stock Exchange on February 23,
1996 (being  within five  business  days prior to the date of the filing of this
Registration Statement).
2
EXPLANATORY NOTE

         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 by the Selling
Stockholders  listed,  from time to time, in the  Prospectus of shares of Common
Stock of the Company to be issued upon  exercise  of options  granted  under the
Company's 1993 Incentive Stock Option Plan and upon exercise of warrants granted
under the 1995 Warrant Reload Plan.

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

         Pursuant to 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
"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 Act.

                                        3
PROSPECTUS                        SEITEL, INC.
(Form S-3)
                                2,051,122 Shares
                                  Common Stock
                           ($.01 Par Value Per Share)
                        --------------------------------

                        1993 INCENTIVE STOCK OPTION PLAN
                            1995 WARRANT RELOAD PLAN

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

         This  Prospectus  is being used in connection  with the offering,  from
time to time, by certain  stockholders  (the "Selling  Stockholders") of Seitel,
Inc. (the  "Company")  of shares of common stock,  $.01 par value per share (the
"Common  Stock")  which have been or may be  acquired  upon  exercise of options
granted  under the 1993  Incentive  Stock  Option Plan (the  "Option  Plan") and
warrants granted under the 1995 Warrant Reload Plan (the "Reload Plan").

         The securities being registered hereby (the  "Securities") may be sold,
from time to time, by the Selling Stockholders,  directly or indirectly, through
agents  designated  from time to time, in one or more open market  transactions,
including block trades, on the New York Stock Exchange,  in privately negotiated
transactions,  or in a  combination  of such methods of sale.  Such sales may be
made through dealers or underwriters to be designated, on terms to be determined
at the time of sale,  or at prices  and at terms  then  prevailing  or at prices
related to the then current market price. In effecting sales, brokers or dealers
engaged by the Selling  Stockholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will  receive  commissions  or  discounts  from
Selling Stockholders in amounts to be negotiated  immediately prior to the sale.
Such  brokers or dealers and any other  participating  brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act"), in connection with such sales. To the extent required,  the
specific  securities  sold, the name of the Selling  Stockholders,  the purchase
price, public offering price, name of any such agent, dealer or underwriter, and
any applicable discount or commission with respect to a particular offer will be
set forth by supplement to this Prospectus.  In addition, any securities covered
by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this  Prospectus.  The Company will not receive
any of the  proceeds  from the  sale of  these  shares,  but  will  receive  the
aggregate exercise price of options exercised under the Option Plan and warrants
exercised under the Reload Plan. The Company's  Common Stock is presently listed
on the New York Stock Exchange under the symbol "SEI." The closing price for the
Common Stock on the New York Stock Exchange on February 23, 1996, was $26.625.

                        --------------------------------
 
                     SEE "RISK FACTORS" FOR CERTAIN MATTERS
                    TO BE CONSIDERED BY PROSPECTIVE INVESTORS

                        --------------------------------
                The date of this Prospectus is February 28, 1996.

                                        4
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

         No person is authorized  in  connection  with the offering made by this
Prospectus to give any information or to make any  representations not contained
or  incorporated  by  reference  in  this  Prospectus,  and any  information  or
representation  not contained or  incorporated  by reference in this  Prospectus
must  not be  relied  upon  as  having  been  authorized  by the  Company.  This
Prospectus is not an offer to sell, or a solicitation of an offer to buy, by any
person in any  jurisdiction  in which it is unlawful  for that person to make an
offer or solicitation.  Neither the delivery of this Prospectus or any sale made
under this Prospectus shall, under any circumstance, create any implication that
the  information in this  Prospectus is correct as of any time subsequent to the
date of this Prospectus.

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

                              AVAILABLE INFORMATION

         Seitel,   Inc.  (the   "Company")  is  subject  to  the   informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")  and,  in  accordance  therewith,  files  reports,  proxy and  information
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  Such reports,  proxy and information  statements and other
information  can be  inspected  and  copied at the public  reference  facilities
maintained  by the  Commission  at  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549;  Northwestern  Atrium Center,  500 West Madison Street,
Suite 1400,  Chicago,  Illinois 60661;  and 7 World Trade Center,  New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section of the Commission, in Washington, D.C. at prescribed rates. In addition,
the Company's  Common Stock is listed on the New York Stock  Exchange,  20 Broad
Street, New York, New York 10005, and reports,  proxy and information statements
and other information can be inspected at the offices of the Exchange.

         The  Company has filed with the  Commission  a  Registration  Statement
under the  Securities  Act of 1933, as amended,  with respect to the  securities
offered  by  this  Prospectus.  This  Prospectus  does  not  contain  all of the
information set forth in the Registration Statement,  certain parts of which are
omitted  in  accordance  with  the  rules  and  regulations  of the  Commission.
Additional  information  concerning the securities offered hereby is to be found
in the Registration Statement,  including various exhibits thereto, which may be
inspected at the Commission's office in Washington, D.C.

                                        5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company   incorporates  by  reference  into  this  Prospectus  the
following documents and portions of documents:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended by Form 10-K/A dated April 28, 1995.

         2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, June 30, and September 30, 1995.

         3. The Company's Current Report on Form 8-K dated January 2, 1996.

         4. All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act, since December 31, 1994.

         5. 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).

         6. All other  reports filed  pursuant to Section  13(a),  13(c),  14 or
15(d)  of the  Exchange  Act  after  the  date of this  Prospectus  prior to the
termination of this offering.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus 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 Prospectus.

         The Company  will  provide  without  charge to each person to whom this
Prospectus is delivered,  upon written or oral request of that person, a copy of
all other documents incorporated by reference into the Registration Statement of
which  this  Prospectus  is a part,  other  than  exhibits  to those  documents.
Requests  should be directed to Debra D. Valice,  Seitel,  Inc., 50 Briar Hollow
Lane,  West  Building,  7th  Floor,  Houston,  Texas  77027  (telephone:   (713)
627-1990).

                                        6
THE COMPANY

         The Company and its subsidiaries  (the "Company"),  located in Houston,
Texas, are a leading provider of seismic data and related  geophysical  services
and  expertise  to the  petroleum  industry.  The  Company  has  evolved  into a
diversified  energy concern with several niche operations,  including one of the
largest   independent   seismic   data   libraries   in   the   United   States;
three-dimensional  seismic  data  acquisition,   processing  and  interpretation
technology;  direct  participation in exploration,  development and ownership of
natural gas and crude oil reserves; and natural gas marketing.

         Since its  inception  in 1982,  the  Company  has been  engaged  in the
development  of a  proprietary  library  of  seismic  data,  created by both the
Company and others.  The Company's seismic data library is owned and marketed by
Seitel Data,  Ltd., a Texas limited  partnership  of which  wholly-owned  Seitel
subsidiaries  constitute all of the limited and general  partners.  Seitel Data,
Ltd. markets the data library, which consists of both two-dimensional ("2D") and
three-dimensional   ("3D")  data,  to  oil  and  gas  companies   under  license
agreements.   Seismic   surveys  and  the  analysis  of  seismic  data  for  the
identification and definition of underground geological structures are principal
techniques  used in oil and gas  exploration  and  development  to determine the
existence and location of subsurface hydrocarbons.

         Through its  wholly-owned  subsidiary,  Seitel  Geophysical,  Inc., the
Company  commenced 3D seismic  recording and crew operations in June,  1993. The
Company utilizes  1300-channel  telemetric systems to record the 3D surveys that
the Company is conducting in the difficult marsh/swamp and transition-zone areas
onshore in the U.S.  Gulf Coast  region.  Most seismic  recording  equipment use
cables to transmit  data and do not operate as  efficiently  in wetland areas as
telemetry-based  seismic systems like those used by the Company, which use radio
signals for data transmission.  In February, 1994, the Company added an in-house
seismic data processing center in order to accommodate the Company's 3D surveys.
This processing center, located at the Company's Houston headquarters,  features
sophisticated computer hardware and software designed specifically to process 3D
seismic data. The Company's  integrated  operations include its large 2D seismic
library,  seismic recording systems and crews geared  specifically to conduct 3D
surveys,  the seismic  data  processing  center and computer  software,  and the
Company's geophysical application experience in interpreting 3D data.

         In March, 1993, the Company formed DDD Energy,  Inc. ("DDD Energy"),  a
wholly-owned  subsidiary,  to  participate  directly in  petroleum  exploration,
development  and  ownership  of  hydrocarbon  reserves  through cost and revenue
sharing relationships with oil and gas producers.  The Company's objective is to
participate  through DDD Energy in exploration  and  development  programs which
combine  the  Company's  3D and 2D seismic  resources  and  related  geophysical
technologies  with the geology and  engineering  expertise and land positions of
selected petroleum producers.

         In the  fall of 1993,  the  Company  entered  the gas  marketing  field
through the  formation of Seitel Gas & Energy  Corp.  ("SG&E"),  a  wholly-owned
subsidiary of the Company. SG&E was formed to provide large-volume  consumers of
natural gas with cost savings as compared with rates charged by local utilities,
as well as flexible  sources of supply and other benefits and services  tailored
to end-users' respective usage requirements.

                                        7
RISK FACTORS

         Prospective  purchasers of the Common Stock should carefully  consider,
in  addition  to the other  information  contained  in this  Prospectus  and any
accompanying Prospectus Supplement, the following risk factors.

         Competition.   Competition  in  the  Company's  various  businesses  is
intense.  In the seismic data  acquisition  and resale  industry,  several other
independent  oil-service  companies create and market seismic data, and numerous
oil and gas companies  create  seismic data and maintain  their own seismic data
banks. Due to difficult industry conditions since the late 1980's, the number of
independent  seismic  companies has  decreased,  and oil and gas companies  have
acquired an  increasing  portion of their  seismic  data from  outside  sources,
including the Company.  In the oil and gas exploration and production  business,
there are  numerous  oil and gas  companies  competing  for the  acquisition  of
mineral  properties.  In the gas  marketing  field there are numerous  companies
competing for customers.  Although the Company has significant operating history
in its seismic data licensing  operations,  it has limited  operating history in
seismic data acquisition,  oil and gas exploration,  and gas marketing.  Some of
the Company's  competitors have longer operating  histories,  greater  financial
resources  and larger  sales  volumes  than the  Company.  Although  the Company
believes that its fully-integrated seismic resources and technical,  geophysical
and marketing expertise will allow it to compete effectively in the seismic data
industry,  the oil and gas exploration and development industry, and the natural
gas marketing industry, there can be no assurance that this will be the case.

         Industry  Conditions.  Demand for the  Company's  seismic data services
depends  primarily  upon the  level of  spending  by oil and gas  companies  for
exploration,  production and development activities.  These spending levels tend
to increase and decrease with  increases  and decreases in the commodity  prices
for oil and gas,  so that  demand for the  Company's  seismic  data  services is
affected  to some degree by market  prices for natural gas and crude oil,  which
have  historically been very volatile.  Revenues  generated by the Company's oil
and  gas  exploration  and  development  business  increase  and  decrease  with
increases and decreases in the market prices of oil and gas. Revenues  generated
by the Company's gas marketing  business  depend on natural gas prices and usage
levels.  A  substantial  or extended  decline in oil and gas prices could have a
material adverse effect on the Company's financial position. In addition, if oil
and gas prices decrease  materially,  the Company may be unable to find partners
willing to pay the relatively  high costs of  exploration  and  development  and
grant the Company an  interest  in  production  in  exchange  for seismic  data.
Further,  as high  quality 3D data  becomes  more  widely  available  from other
sources, the Company may be unable to obtain the same level of working interests
in oil and gas  properties  in  exchange  for use of its 3D  data.  Also,  other
factors  beyond the  Company's  control  may affect its oil and gas  operations.
These  factors  include  the  level  of  supply  of  natural  gas and  oil,  the
availability  of  adequate  pipeline  and other  transportation  and  processing
facilities and the marketing of competitive  fuels.  See also  "Compliance  with
Governmental Regulations."

         Operating Risks. The Company's seismic data acquisition  activities are
subject  to  the  general  risks  incident  to  land  seismic  data  acquisition
activities,  including the use of explosives, which subject personnel to risk of
injury due to accidental  explosions resulting from the mishandling of equipment
and  supplies,  and  environmental  claims.  The  Company  operates  in areas of
difficult  terrain,  such as in  marshes  and  swamps,  that can  pose  risks to
personnel and

                                        8
equipment.  The Company has not experienced any material losses or environmental
claims to date, but there can be no assurance  that it will not experience  such
losses or claims in the future. To the extent  available,  the Company maintains
general liability  insurance coverage against these potential claims, the nature
and amount of which the Company believes to be customary in the industry.  There
can be no assurance that adequate  insurance will be available in the future, or
that the  Company  will be able to  maintain  adequate  insurance  on terms  and
conditions it finds acceptable.

         The Company's oil and gas operations are subject to hazards incident to
the drilling of oil and gas wells, such as cratering, explosions, uncontrollable
flows of oil,  gas or well  fluids,  fires,  pollution,  or other  environmental
risks, as well as to the risk that no commercially producible natural gas or oil
reserves will be  encountered.  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.  In addition,  the cost of
drilling,  completing  and  operating  wells is often  uncertain,  and  drilling
operations  may be  curtailed,  delayed or cancelled as a result of a variety of
factors, including unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, weather conditions and shortages or
delays in the delivery of  equipment.  These risks are  typically  shared by the
Company and its petroleum company partners. The Company also seeks to reduce dry
hole risks by utilizing 3D seismic data, where deemed appropriate,  to assist in
the determination of where to drill.  Since the Company does not act as operator
in its oil and gas drilling business, it is dependent upon its petroleum company
partners to conduct  operations  in a manner so as to minimize  these  operating
risks. In accordance with industry  practice,  the Company  maintains  insurance
against some, but not all, of these operating  risks.  There can be no assurance
that  adequate  insurance  will be available in the future,  or that the Company
will be able to maintain  adequate  insurance on terms and  conditions  it finds
acceptable.  As a result of the risks inherent in oil and gas operations,  there
can be no assurance as to the success of the Company's oil and gas  exploration,
development and production activities.

         Holding Company Structure. The Company has no operations or significant
assets  other  than  through  its   ownership  of  the  capital   stock  of  its
subsidiaries. Dividends and other permitted payments from such subsidiaries will
be the primary source of funds to pay dividends on the Common Stock.  The rights
of the Company and its creditors to  participate in the assets of any subsidiary
upon the latter's  liquidation  or  reorganization  will be subject to the prior
claims of the  subsidiary's  creditors except to the extent that the Company may
itself be a creditor with recognized claims against the subsidiary.

         Dependence on Key  Personnel.  The Company's  operations  are dependent
upon 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 the
Company.  The Company  utilizes equity ownership and other incentives to attract
and retain  its  employees.  In  addition,  the  Company's  President  and Chief
Executive Officer,  Paul A. Frame,  Executive Vice President and Chief Operating
Officer,  Horace A.  Calvert,  and Senior  Vice  President  of Finance and Chief
Financial  Officer,  Debra D. Valice,  all have  employment  agreements with the
Company.

         Geographic  Concentration of Operations.  Most of the Company's seismic
data in its seismic  data  library,  as well as most of the  Company's  existing
interests in oil and gas properties, are located along the coast and offshore in
the U.S. Gulf of Mexico. Because of this

                                        9
concentration,  any regional events that increase costs,  reduce availability of
equipment or supplies, reduce demand or limit production will impact the Company
more adversely than if the Company were geographically diversified.

         Compliance with Governmental Regulations.  The oil and gas industry, in
general, is subject to extensive governmental  regulation,  which may be changed
from  time  to  time  in  response  to  economic  or  political  conditions.  In
particular,  oil and gas  exploration  and  production is subject to federal and
state regulations governing  environmental quality and pollution control,  state
limits on allowable  rates of  production by well or proration  unit,  and other
similar  regulations.  State and federal  regulations  generally are intended to
prevent waste of natural gas and oil,  protect rights to produce natural gas and
oil between owners in a common reservoir,  control the amount of natural gas and
oil  produced  by  assigning   allowable   rates  of  production,   and  control
contamination  of the  environment.  Also,  the Company  believes that the trend
toward more  expansive  and stricter  environmental  laws and  regulations  will
continue.  The  implementation of new, or the modification of existing,  laws or
regulations  affecting  the oil and gas industry  could have a material  adverse
impact on the Company.

         Shares  Eligible for Future Sale. No  prediction  can be made as to the
effect,  if any, that future sales of shares of the Company's  capital stock, or
the  availability  of shares of capital stock for future sale,  will have on the
market  price of such  stock  prevailing  from  time to  time.  The  Company  is
authorized to issue 20,000,000 shares of Common Stock, par value $.01 per share,
of which 9,469,128  shares are outstanding as of February 23, 1996. In addition,
as of February 23, 1996, the Company has  outstanding  the following  securities
which are convertible into Common Stock,  which are held by or issuable pursuant
to  options,  warrants  and other  rights  granted  prior to the date hereof and
exercisable  within  60 days of the  date  hereof,  and are  eligible  for  sale
currently or immediately upon exercise:

                  (i) $1,696,000  Principal  Amount 9% Convertible  Subordinated
         Debentures due March 31, 2002,  convertible  at $9.28 per share,  which
         debentures  have been called for  redemption on March 31, 1996, and can
         be converted on or prior to March 25, 1996;

                  (ii)  Common Stock Purchase Warrants  to purchase an aggregate
         of 1,790,479  shares of Common Stock  with  various exercise prices and
         maturities; and

                  (iii) Options to purchase up to 640,045 shares of Common Stock
         under the Company's  1993 Incentive  Stock Option Plan,  1984 Incentive
         Employee Stock Option Plan,  Non-Employee  Directors Stock Option Plan,
         and Non-Qualified Stock Option Plans.

         In addition,  the Company's Board of Directors has the ability to issue
from time to time up to  5,000,000  shares of  Preferred  Stock,  in one or more
series, with such dividend,  liquidation,  conversion, sinking fund, redemption,
preference and, subject to certain limitations,  voting rights, as the Board, in
its discretion,  may determine. As of the date of this Prospectus,  no shares of
preferred stock are outstanding.

         Sales of substantial  amounts of Common Stock (including  shares issued
upon the exercise of stock options or  warrants),  or the  perception  that such
sales could occur,  could  adversely  affect  prevailing  market  prices for the
Common Stock.

                                       10
USE OF PROCEEDS

         The Company will not receive any part of the proceeds  from the sale of
the  shares of Common  Stock by the  Selling  Stockholders.  The  Company  will,
however,  receive the exercise  price of options  granted  under the Option Plan
($8,291,250 if all of the currently  outstanding  options for shares  registered
hereunder  are  exercised)  and  warrants  granted  under the  Reload  Plan upon
exercise thereof, which options or warrants must be exercised before the Selling
Stockholders  can sell the shares offered  hereunder.  The exercise price of the
options  and  warrants  is  determined  at the time of grant of such  options or
warrants.  The  Company  intends to use the  proceeds  from the  exercise of the
options and warrants for general corporate purposes.

                COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS

         This  Prospectus  covers  offers,  from  time to  time,  of a total  of
2,051,122  shares of Common  Stock  held or to be held by the  employees  of the
Company pursuant to the Company's (i) recently adopted  amendments to the Option
Plan, under which amendments an additional 405,000 shares,  which are registered
hereunder,  have been  reserved  for  issuance to  employees of the Company upon
exercise of options  granted under the Option Plan, and (ii) Reload Plan,  under
which  warrants to purchase  up to a total of up to  1,646,122  shares of Common
Stock may be granted to employees of the Company.

                              SELLING STOCKHOLDERS

         1993  Incentive  Stock Option Plan. As originally  adopted in 1993, the
Option Plan  provided for the Company to grant options to purchase up to 295,000
shares of the Company's Common Stock.  These 295,000 shares have previously been
registered on a Registration  Statement on Form S-8,  Registration No. 33-78560,
filed with the  Commission on May 5, 1994.  Effective May 12, 1995,  the Company
amended the Option Plan to increase the number of shares for which options could
be granted under the Option Plan by 405,000 shares,  so that options to purchase
up to an aggregate  of 700,000  shares of Common Stock of the Company may now be
granted under the Option Plan.  This  Prospectus may be used by employees of the
Company who are deemed to be  affiliates  of the  Company  under the Act for the
resale  of any of such  405,000  shares  of  Common  Stock  issued  to them upon
exercise of options  granted  under the Option  Plan.  As of February  28, 1996,
options to purchase  305,000 of these 405,000  shares had been granted under the
Option Plan.  If and when any of the balance of these  405,000  shares of Common
Stock are issued upon exercise of options  granted under the Option Plan and are
sought to be  offered  for  resale by the  Selling  Stockholders,  the number of
shares of Common  Stock  beneficially  owned by each  Selling  Stockholder,  the
number of shares acquired upon exercise of such options granted under the Option
Plan and the number of shares  offered for resale  pursuant  to this  Prospectus
will be indicated by Prospectus Supplement.

         1995 Warrant Reload Plan.  This  Prospectus may be used by employees of
the Company who are deemed to be affiliates of the Company under the Act for the
resale of shares of Common  Stock  issued to them upon  exercise of the warrants
granted under the 1995 Warrant Reload Plan.

                                       11
Selling  Stockholders.  The following table sets forth (i) the name and
relationship to the Company of each such Selling Stockholder, (ii) the number of
shares of Common Stock and the percentage of the outstanding  Common Stock which
each such Selling  Stockholder  owned as of February 23, 1996,  including shares
which may be acquired  within 60 days upon the exercise of  outstanding  options
and warrants, (iii) the number of shares which may be acquired upon the exercise
of previously granted options under the Option Plan and offered hereby, and (iv)
the number of shares which may be acquired  under the 1995  Warrant  Reload Plan
and offered hereby.

         All  information  set forth below has been  furnished to the Company by
the Selling  Stockholders  and other sources which the Company has not verified.
Because the Selling  Stockholders  may sell all or a part of the Securities they
hold pursuant to this Prospectus,  or any supplement thereto,  and the fact that
this offering is not being  underwritten on a firm commitment basis, no estimate
can be given as to the  amount of  Securities  that will be held by the  Selling
Stockholders upon termination of this offering.

                                       12
Number of Shares
                                                                                   Issuable Under           Number of Shares
                                                               Percentage        Options Previously          Issuable Under
                                            Shares Owned      Owned as of          Granted Under            Warrant Reload
                                           As of February     February 23,        Option Plan and          Plan and Offered
    Name and Relationship                    23, 1996(1)         1996(1)         Offered Hereunder            Hereunder
-----------------------------------------------------------------------------------------------------------------------------------
Horace A. Calvert(2)                        535,976              5.4%                 50,000                   345,399
Executive Vice President
President - DDD Energy, Inc.

Walter M. Craig, Jr.(3)                      30,981                *                       0                    30,652
Director

Paul A. Frame(4)                            517,378              5.3%                 50,000                   345,399
President

Jay M. Green(5)                              61,970                *                  15,000                    24,271
Vice President - Investor Relations

Marcia H. Kendrick(6)                         9,235                *                  15,000                       952
Chief Accounting Officer

David S. Lawi(7)                            254,576              2.6%                 25,000                   202,863
Chairman of the Executive Committee

Jesse R. Marion(8)                           42,938                *                  25,000                    10,577
President - Seitel Delaware, Inc. and
Seitel Data, Ltd.

Herbert M. Pearlman(9)                      369,719              3.8%                 50,000                   245,291
Chairman of the Board

Jay N. Silverman(10)                         45,629                *                  25,000                     3,282
President - Seitel Geophysical, Inc.

Debra D. Valice(11)                         149,546              1.6%                 25,000                    78,666
Senior Vice President of Finance,
Treasurer and Secretary

David A. Wegner(12)                          89,417                *                  25,000                    80,627
President - Seitel Gas & Energy Corp.

------------------
* less than 1%
(1)  Includes  shares  that may be  acquired  within  60 days upon  exercise  of
outstanding options and warrants.

(2) Calvert:  Includes  23,002 and 355,023 shares which may be acquired from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $2.80 to
$5.57 per share,  and the exercise  prices of the warrants  range from $11.25 to
$24.00 per share.

                                       13
(3) Craig:  Includes 30,652 shares which may be acquired from the Company within
60 days upon exercise of common stock purchase warrants.  The exercise prices of
the warrants range from $30.13 to $32.00 per share.

(4) Frame:  Includes  21,719 and 345,399  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $3.11 to
$5.57 per share,  and the exercise  prices of the warrants  range from $13.05 to
$24.00 per share.

(5) Green:  Includes  20,000 and 24,271  shares  which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $7.88 to
$40.00 per share,  and the exercise  prices of the warrants  range from $5.38 to
$24.00 per share.

(6)  Kendrick:  Includes  6,667 and 952 shares  which may be  acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise  price of the options is $7.88 per share,
and the exercise price of the warrants is $24.00 per share.

(7) Lawi:  Includes 202,863 shares which may be acquired from the Company within
60 days upon exercise of common stock purchase  warrants.  The exercise price of
the warrants range from $13.05 to $32.00 per share.

(8) Marion:  Includes  17,083 and 10,577  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $5.38 to
$30.00 per share, and the exercise price of the warrants is $24.00 per share.

(9)  Pearlman:  Includes  245,291  shares which may be acquired from the Company
within 60 days upon  exercise of common stock  purchase  warrants.  The exercise
prices of the warrants range from $13.05 to $32.00 per share.

(10) Silverman:  Includes 30,531 and 3,282 shares which may be acquired from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $5.38 to
$30.00 per share, and the exercise price of the warrants is $24.00 per share.

(11) Valice:  Includes  9,844 and 83,512  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $5.57 to
$11.30 per share,  and the exercise  prices of the warrants range from $11.25 to
$24.00 per share.

(12) Wegner:  Includes  8,790 and 80,627  shares which may be acquired  from the
Company  within 60 days upon  exercise  of  options  and common  stock  purchase
warrants,  respectively.  The exercise prices of the options range from $7.88 to
$11.30 per share, and the exercise price of the warrants is $31.60 per share.
14
PLAN OF DISTRIBUTION

         All  Securities  covered by this  Prospectus  are being offered for the
accounts of the Selling  Stockholders.  The Securities may be sold, from time to
time,  in one or more  transactions  at a fixed  offering  price,  which  may be
changed,  at  varying  prices  determined  at the  time of sale,  at terms  then
prevailing  or at  prices  related  to  the  then  current  market  price  or at
negotiated  prices.  The  Securities  may be  sold in one or  more  open  market
transactions  on  the  New  York  Stock  Exchange  or  in  privately  negotiated
transactions.  The Securities may be sold by various methods, including, but not
limited to, one or more of the following:  (a) a block trade in which the broker
or dealer so engaged will attempt to sell  Securities  as agent but may position
and resell a portion of the block as principal to  facilitate  the  transaction,
(b)  purchases  by a broker or dealer as  principal  and resale by the broker or
dealer for its own account pursuant to this Prospectus, (c) a transaction on the
New York Stock Exchange in accordance  with the rules of such exchange,  and (d)
ordinary brokers  transactions and transactions in which the broker solicits the
purchasers.  Alternatively,  the Selling Stockholder may from time to time offer
the  securities  through  underwriters,   dealers  or  agents  who  may  receive
compensation in the form of underwriting discounts,  concessions, or commissions
from the Selling  Stockholders and/or purchasers of Securities for whom they act
as agents. In addition, any of the Securities which qualify for sale pursuant to
Rule 144 under the Act, or otherwise  pursuant to an applicable  exemption under
the Act, may be sold other than pursuant to this Prospectus.

         The Selling  Stockholders and any such underwriters,  dealers or agents
that  participate  in  the  distribution  of  Securities  may  be  deemed  to be
underwriters,  and any  profit  on the  sale of the  Securities  by them and any
discounts,  commissions  or  concessions  received  by them may be  deemed to be
underwriting  discounts and commissions under the Act. Brokers or dealers acting
in connection  with the sale of the Securities  contemplated  by this Prospectus
may receive commissions in connection therewith.

         At the time a particular  offer of  Securities  is made,  to the extent
required,  a  supplement  to this  Prospectus  will be  distributed  which  will
identify the Selling  Stockholders,  identify and set forth the aggregate amount
of Securities being offered and the terms of the offering, including the name or
names of any  underwriters,  dealers or agents,  the purchase  price paid by any
underwriter  for  Securities  purchased  from  the  Selling   Stockholder,   any
discounts,  commissions  and  other  items  constituting  compensation  from the
Selling  Stockholder  and any discounts,  commissions or concessions  allowed or
re-allowed  or paid to dealers,  including  the  proposed  selling  price to the
public.  Such supplement to this Prospectus and, if necessary,  a post-effective
amendment to the Registration  Statement of which the Prospectus is a part, will
be filed with the Commission to reflect the disclosure of additional information
with respect to the distribution of the Securities.  The Company will pay all of
the expenses  incident to the registration and certain other expenses related to
this  offering  of the  Securities,  other  than  underwriting  commissions  and
discounts,  normal commission  expenses and brokerage fees,  applicable transfer
taxes and attorneys' fees of Selling Stockholders' counsel.

         The Selling Stockholders have entered into  indemnification  agreements
with the  Company  pursuant  to which the Company  will be  indemnified  against
failure by the Selling Stockholders to deliver a Prospectus if required, as well
as against certain civil liabilities, including liabilities under the Act or the
Exchange  Act,  incurred  in  connection  with any  untrue (or  alleged  untrue)
statement of a material fact or omission of a material fact in this Registration
Statement to the

                                       15
extent such liability relates to information supplied by the Selling Stockholder
for inclusion in the Registration Statement or Prospectus.

         In order to comply with certain states' securities laws, if applicable,
the Securities  will be sold in such  jurisdictions  only through  registered or
licensed brokers or dealers.  In certain states,  the Securities may not be sold
unless the Securities have been registered or qualify for sale in such state, or
unless an exemption  from  registration  or  qualification  is available  and is
obtained.

                                  LEGAL MATTERS

         The  validity  of the  Shares  will be passed  upon for the  Company by
Gardere Wynne Sewell & Riggs, L.L.P., Houston, Texas.

                                     EXPERTS

         The   consolidated   financial   statements  of  the  Company  and  its
subsidiaries  incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1994,  have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said report.

         The estimate of natural gas reserves  contained in the Company's Annual
Report on Form 10-K for the year ended  December  31, 1994,  was  obtained  from
reserve reports dated January 1, 1995, prepared by Forrest A. Garb & Associates,
Inc., and are incorporated herein in reliance upon the authority of said firm as
experts in such matters.

                                       16
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, 1994, as amended by Form 10-K/A dated April
                  28, 1995.

         2.       The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
                  quarters ended March 31, June 30, and September 30, 1995.

         3.       The  Company's  Current  Report on Form 8-K  dated  January 2,
                  1996.

         4.       All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the Securities  Act of 1934, as amended (the "Exchange  Act"),
                  since December 31, 1994.

         5.       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  Prospectus 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 Prospectus.

      Item 4:     Description of Securities.  Not applicable.

      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

                                       17
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  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 Eighth of the  Registrant's  Certificate of  Incorporation  and
Section 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      Form of Warrant granted under the 1995 Warrant Reload Plan.  *

         5.1      Opinion of Sewell & Riggs, P.C., legal counsel to the 
                  Company.  *

         10.1     Seitel, Inc. 1993 Incentive Stock Option Plan (incorporated by
                  reference to the Company's Quarterly  Report on  Form 10-Q for
                  the fiscal quarter ended June 30, 1993).

         10.2     Seitel,  Inc.  Amendments to 1993 Incentive  Stock Option Plan
                  effective  May 12,  1995  (incorporated  by  reference  to the
                  Company's  Quarterly  Report  on  Form  10- Q for  the  fiscal
                  quarter ended June 30, 1995).

         23.1     Consent of Arthur Andersen LLP  *

         23.2     Consent of Forrest A. Garb & Associates, Inc.  *

         23.3     Consent of Sewell & Riggs, P.C. (included in Exhibit 5.1).

                                       18
24.1     Power of Attorney (included on Signature Page).

* filed herewith

      Item 9:     Undertakings.  The Company hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement 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.

         (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.

         (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 Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 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 of liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in said  Act and is
therefore  unenforceable.  In the  event  that a  claim  for an  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
a 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 Company  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 said Act and will be governed by the final  adjudication
of such issue.

                                       19
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  28th  day of
February, 1996.

                                  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, Senior Vice
                                       President of Finance, Chief Financial
                                       Officer and Director
                                       (principal financial and accounting
                                       officer)

                                       20
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 February 28, 1996.

               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

    /s/Horace A. Calvert                        Executive Vice President,
    -------------------------------        Chief Operating Officer and Director
    HORACE A. CALVERT                                  

    /s/Debra D. Valice                       Senior Vice President of Finance,
    -------------------------------        Chief Financial Officer and Director
    DEBRA D. VALICE  

    /s/ Jesse Marion
    -------------------------------
    JESSE MARION                                         Director

    /s/William L. Lurie
    -------------------------------
    WILLIAM L. LURIE                                     Director

    /s/David S. Lawi
    -------------------------------
    DAVID S. LAWI                                        Director

                                       21
/s/Walter M. Craig, Jr.
    -------------------------------
    WALTER M. CRAIG, JR.                                 Director

    /s/William Lerner
    -------------------------------
    WILLIAM LERNER                                       Director

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

                                       22
Index of Exhibits

  Exhibit                            Document                               

4.1        Form of Warrant granted under the 1995 Warrant Reload Plan.*     

5.1        Opinion of Sewell & Riggs, P.C. legal counsel to the Company.*   

10.1       Seitel, Inc. 1993 Incentive Stock Option Plan (incorporated by 
           reference to the Company's Quarterly Report on Form 10-Q for 
           the fiscal quarter ended June 30, 1993).

10.2       Seitel, Inc. Amendments to 1993 Incentive Stock Option Plan 
           effective May 12, 1995 (incorporated by reference to the 
           Company's Quarterly Report on Form 10-Q for the fiscal quarter
           ended June 30, 1995).

23.1       Consent of Arthur Andersen LLP*                                 

23.2       Consent of Forrest A. Garb & Associates, Inc.*                  

23.3       Consent of Sewell & Riggs, P.C. (included in Exhibit 5.1).

24.1       Power of Attorney (included on Signature Page).

* Filed herewith.

                                       23