Registration No. 333--    
                                                                          ------

    As filed with the Securities & Exchange Commission on September 24, 1996
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                       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. NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION 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 1 of 24

<PAGE>



                         CALCULATION OF REGISTRATION FEE


  Title of Each                      Proposed        Proposed     
    Class of                         Maximum(1)       Maximum         Amount of 
Securities to be  Amount to be    Offering Price     Aggregate      Registration
   Registered     Registered(1)      Per Unit      Offering Price        Fee

   Common 
  Stock, Par 
Value $.01 Per 
    Share            480,000         $34.625(2)     $16,620,000        $5,750


         (1) The aggregate number of securities  registered hereunder is 480,000
shares of Common  Stock which have been  authorized  and  reserved  for issuance
under the Company's 1993 Incentive Stock Option Plan and Non-Employee Directors'
Deferred   Compensation  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 $34.625, the average of
the high and low prices reported on the New York Stock Exchange on September 18,
1996 (being  within five  business  days prior to the date of the filing of this
Registration Statement).

                                  Page 2 of 24

<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 under the Non-Employee Directors'
Deferred  Compensation  Plan or upon  exercise  of  options  granted  under  the
Non-Employee Directors' Deferred Compensation 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
"Securities Act"). This information and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  Page 3 of 24

<PAGE>

                                  SEITEL, INC.
PROSPECTUS 
(Form S-3)
                                 480,000 Shares
                                  Common Stock
                           ($.01 Par Value Per Share)

- --------------------------------------------------------------------------------
                        1993 INCENTIVE STOCK OPTION PLAN
               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION 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 may be acquired upon exercise of options granted under the
1993 Incentive Stock Option Plan (the "Option Plan") and under the  Non-Employee
Directors' Deferred Compensation Plan (the "Deferred Compensation Plan") or upon
exercise of options granted under the Deferred Compensation 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  "Securities  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 options  exercised  under the  Deferred  Compensation
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 September 18, 1996, was $34.75.

- --------------------------------------------------------------------------------
            SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS
         FOR CERTAIN MATTERS TO BE CONSIDERED BY PROSPECTIVE INVESTORS
- --------------------------------------------------------------------------------
               The date of this Prospectus is September 24, 1996.

                                  Page 4 of 24

<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"). The reports, proxy statements and other information filed by
the  Company  with the  Commission  can be  obtained  by mail  from  the  Public
Reference  Section of the Commission at Judiciary Plaza, 450 Fifth Street,  Room
1024,  Washington,  D.C. 20549, at prescribed rates. In addition,  such reports,
proxy   statements  and   information   may  be  inspected  and  copied  at  the
aforementioned  public  reference  facility  and  at the  Commission's  regional
offices at Citicorp  Center,  500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois 60661-2511, and at 7 World Trade Center, 13th Floor, New York, New York
10048.  The  Commission  maintains  a world  wide  web site on the  Internet  at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission.  Such reports,  proxy  statements and other  information may also be
inspected at the offices of the New York Stock  Exchange,  20 Broad Street,  New
York, New York 10005.

         The  Company has filed with the  Commission  a  Registration  Statement
under  the  Securities  Act  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.

                                  Page 5 of 24

<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, 1995, as amended by Form 10-K/A dated April 26, 1996, as filed with
the Commission on April 29, 1996.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31 and June 30, 1996.

     3. The  Company's  Current  Reports  on Form 8-K dated  January 2, 1996 and
April 10,  1996,  and the  Company's  Current  Report on Form 8-K dated June 24,
1996, as amended by Forms 8-K/A filed with the Commission on August 16, 1996 and
September 6, 1996.

     4. The Company's  Proxy  Statement for the Annual  Meeting of  Stockholders
held on July 25, 1996.

     5. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act, since December 31, 1995.

     6. 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).

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock contemplated hereby shall be
deemed to be  incorporated  by reference  into this  Prospectus  and made a part
hereof from the  respective  dates of filing of such  documents.  Any  statement
contained  herein,  or in a  document  incorporated  or deemed  incorporated  by
reference  herein,  shall be deemed to be modified or superseded for purposes of
the  Registration  Statement and this  Prospectus to the extent that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be incorporated herein modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part of the  Registration  Statement  or 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).

                                  Page 6 of 24

<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 seismic data  acquisition  and resale
industry and in the oil and gas exploration and production  industry is intense.
A number of 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 in recent years, 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.  Although the Company has significant  operating history in
its seismic  data  licensing  operations,  it has limited  operating  history in
seismic data  acquisition  and oil and gas  exploration.  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 both the seismic data industry
and the oil  and gas  exploration  and  development  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. 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 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
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

                                  Page 7 of 24

<PAGE>

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 productive 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. However,  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-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 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
more geographically diversified.

                                  Page 8 of 24

<PAGE>

         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.  Almost  all of the
1,876,388  shares of Common  Stock  currently  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 to the  Company's  directors  and
executive officers are eligible for sale currently or immediately upon exercise.
Sales of substantial  amounts of Common Stock (including  shares issued upon the
exercise of stock options or warrants),  or the perception that such sales could
occur, could adversely affect prevailing market prices for the Common Stock.

                DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

         This  Prospectus  includes  "forward-looking   statements"  within  the
meaning of Section 27A of the  Securities  Act and  Section 21E of the  Exchange
Act. All statements  other than statements of historical  facts included in this
Prospectus,  including without  limitation,  statements  regarding the Company's
financial  position,   business  strategy,  budgets,  plans  and  objectives  of
management for future operations are  forward-looking  statements.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations  ("Cautionary Statements") are
disclosed under "Risk Factors" and elsewhere in this Prospectus.  All subsequent
written and oral  forward-looking  statements  attributable  to the Company,  or
persons acting on its behalf,  are expressly  qualified in their entirety by the
Cautionary Statements.


                                   THE COMPANY

         The Company and its  subsidiaries,  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; and direct participation
in exploration, development and ownership of natural gas and crude oil reserves.

                                  Page 9 of 24

<PAGE>

         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 conducts  advanced 3D land seismic crew operations.  These seismic crews
acquire data for the Company's seismic data library,  for third parties, and for
the Company's oil and gas exploration  subsidiary,  DDD Energy, Inc. The Company
operates two 1500-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.  The Company also  operates 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 and is used primarily by the Company's oil and gas  exploration and
production subsidiary, DDD Energy, Inc.

         In July,  1996, the Company  acquired 50% of the outstanding  shares of
Energy  Research  International  ("ERI"),  a Cayman Island  corporation  and the
parent corporation of Horizon Exploration Limited and Horizon Seismic, Inc. (the
"Horizon  Companies").  The Horizon  Companies  currently  operate  five seismic
vessels capable of conducting advanced 3D offshore seismic surveys.  The Horizon
Companies  conduct  operations  primarily in the North Sea and the U.S.  Gulf of
Mexico.

         The Company's integrated operations include its large 2D and 3D seismic
library,  seismic  recording  systems and crews geared  specifically  to conduct
onshore and,  through the Horizon  Companies,  offshore 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.
                                  Page 10 of 24

<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 and
the Deferred  Compensation  Plan upon  exercise  thereof,  which options must be
exercised before the Selling Stockholders can sell the shares offered hereunder.
The exercise  price of such options is  determined  at the time of grant of such
options.  The  Company  intends to use the  proceeds  from the  exercise of such
options for general corporate purposes.


                COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS

         This Prospectus covers offers, from time to time, of a total of 480,000
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  450,000  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)  Non-Employee
Directors' Deferred Compensation Plan, under which stock and options to purchase
up to a total of 30,000  shares of  Common  Stock may be issued to  non-employee
directors of the Company in lieu of cash directors' fees.


                              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.  These  additional  405,000
shares have previously been registered on a Registration  Statement on Form S-8,
Registration  No.  333-01271,  filed with the  Commission  on February 28, 1996.
Effective  April 22,  1996,  the  Company  further  amended  the Option  Plan to
increase  the number of shares  for which  options  could be  granted  under the
Option Plan by an additional  450,000 shares,  so that options to purchase up to
an  aggregate  of  1,150,000  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  Securities Act
for the resale of any of such 450,000 shares of Common Stock issued to them upon
exercise of options  granted  under the Option Plan.  As of September  24, 1996,
options to purchase  14,497 of these  450,000  shares had been granted under the
Option Plan, none of which had been granted to any affiliates of the Company. If
and when any of the 450,000  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.
                                  Page 11 of 24

<PAGE>

         Non-Employee Directors' Deferred Compensation Plan. This Prospectus may
be used by  directors  of the Company  for the resale of up to 30,000  shares of
Common Stock issued to them under or upon exercise of options  granted under the
Deferred Compensation Plan. If and when any of the 30,000 shares of Common Stock
are  issued  under or upon  exercise  of  options  granted  under  the  Deferred
Compensation  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  under or upon exercise of
options  granted under the Deferred  Compensation  Plan and the number of shares
offered for resale  pursuant to this  Prospectus will be indicated by Prospectus
Supplement.


                              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  Securities  Act,  or  otherwise  pursuant  to an  applicable
exemption  under the  Securities  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 Securities  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

                                  Page 12 of 24

<PAGE>

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 Company  intends to require the Selling  Stockholders to enter 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 Securities 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  pursuant  to an  applicable
Prospectus  Supplement  to the extent  such  liability  relates  to  information
supplied by the Selling Stockholder for inclusion in the Registration  Statement
pursuant to an applicable Prospectus Supplement.

         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 qualified for sale in such state,
or unless an exemption from  registration or  qualification  is available and is
obtained.


                                  LEGAL MATTERS

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


                                     EXPERTS

     The financial  statements  incorporated  by reference in this  registration
statement  have  been  audited  by  Arthur  Andersen  LLP,   independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing in giving said reports.

         The estimate of natural gas reserves  contained in the Company's Annual
Report on Form 10-K for the year ended  December  31, 1995,  was  obtained  from
reserve reports dated January 1, 1996, prepared by Forrest A. Garb & Associates,
Inc., and are incorporated herein in reliance upon the authority of said firm as
experts in such matters.

                                  Page 13 of 24

<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, 1995, as amended by Form 10-K/A dated April 26, 1996, as filed with
the Commission on April 29, 1996.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31 and June 30, 1996.

     3. The  Company's  Current  Reports  on Form 8-K dated  January 2, 1996 and
April 10,  1996,  and the  Company's  Current  Report on Form 8-K dated June 24,
1996, as amended by Forms 8-K/A filed with the Commission on August 16, 1996 and
September 6, 1996.

     4. The Company's  Proxy  Statement for the Annual  Meeting of  Stockholders
held on July 25, 1996.

     5. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995.

     6. 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

                                  Page 14 of 24

<PAGE>

person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director or
officer of the corporation.  Such indemnity may be against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred in connection with such action,  suit or proceeding,  if the
indemnitee acted in good faith and in a manner  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.

     Section 145(b) of the General Corporation Law provides,  in general, that a
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation  to procure a judgment  in
its favor by reason of the fact that he is or was a  director  or officer of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  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:

     5.1  Opinion of Gardere Wynne Sewell & Riggs,  L.L.P., 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).

     10.3 Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan effective
          November  29,  1995   (incorporated  by  reference  to  the  Company's

                                  Page 15 of 24

<PAGE>

          Quarterly  Report on Form 10-Q for the fiscal  quarter  ended June 30,
          1996).

     10.4 Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan effective
          April 22, 1996  (incorporated by reference to the Company's  Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1996).

     10.5 Seitel,  Inc.  Non-Employee   Directors'  Deferred  Compensation  Plan
          (incorporated  by reference to the Company's  Quarterly Report on Form
          10-Q for the fiscal quarter ended June 30, 1996).

     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

Item 9: Undertakings. The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

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

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement.

          provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the registration  statement is on Form S-3 or Form S-8, and the information

                                  Page 16 of 24

<PAGE>

     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                  Page 17 of 24

<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  24th  day of
September, 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)

                                  Page 18 of 24

<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 September 24, 1996.

         Signature                                         Title
         ---------                                         -----

/s/  Herbert M. Pearlman                     Chairman of the Board of Directors
- -------------------------
     HERBERT M. PEARLMAN                    


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


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


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


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


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

                                  Page 19 of 24

<PAGE>



                                Index of Exhibits
                                -----------------



Exhibit                             Document                              Page
- -------                             --------                              ----

  5.1     Opinion  of  Sewell  &  Riggs,  P.C.  legal  counsel  to the     21
          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).

 10.3     Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan
          effective  November 29, 1995  (incorporated  by reference to
          the Company's  Quarterly  Report on Form 10-Q for the fiscal
          quarter ended June 30, 1996).

 10.4     Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan
          effective April 22, 1996  (incorporated  by reference to the
          Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
          quarter ended June 30, 1996).

 10.5     Seitel, Inc.  Non-Employee  Directors' Deferred Compensation
          Plan  (incorporated by reference to the Company's  Quarterly
          Report on Form 10-Q for the  fiscal  quarter  ended June 30,
          1996).

 23.1     Consent of Arthur Andersen LLP*                                  23

 23.2     Consent of Forrest A. Garb & Associates, Inc.*                   24

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

 24.1     Power of Attorney (included on Signature Page).


* Filed herewith.

                                  Page 20 of 24
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILED 9/24/96", "secsgml_size_bytes": 59418}]
{"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": "333-12549", "film-number": "96633632"}, "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. 333--    
                                                                          ------

    As filed with the Securities & Exchange Commission on September 24, 1996
- --------------------------------------------------------------------------------
                       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. NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION 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 1 of 24
CALCULATION OF REGISTRATION FEE

  Title of Each                      Proposed        Proposed     
    Class of                         Maximum(1)       Maximum         Amount of 
Securities to be  Amount to be    Offering Price     Aggregate      Registration
   Registered     Registered(1)      Per Unit      Offering Price        Fee

   Common 
  Stock, Par 
Value $.01 Per 
    Share            480,000         $34.625(2)     $16,620,000        $5,750

         (1) The aggregate number of securities  registered hereunder is 480,000
shares of Common  Stock which have been  authorized  and  reserved  for issuance
under the Company's 1993 Incentive Stock Option Plan and Non-Employee Directors'
Deferred   Compensation  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 $34.625, the average of
the high and low prices reported on the New York Stock Exchange on September 18,
1996 (being  within five  business  days prior to the date of the filing of this
Registration Statement).

                                  Page 2 of 24
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 under the Non-Employee Directors'
Deferred  Compensation  Plan or upon  exercise  of  options  granted  under  the
Non-Employee Directors' Deferred Compensation 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
"Securities Act"). This information and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  Page 3 of 24
SEITEL, INC.
PROSPECTUS 
(Form S-3)
                                 480,000 Shares
                                  Common Stock
                           ($.01 Par Value Per Share)

- --------------------------------------------------------------------------------
                        1993 INCENTIVE STOCK OPTION PLAN
               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION 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 may be acquired upon exercise of options granted under the
1993 Incentive Stock Option Plan (the "Option Plan") and under the  Non-Employee
Directors' Deferred Compensation Plan (the "Deferred Compensation Plan") or upon
exercise of options granted under the Deferred Compensation 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  "Securities  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 options  exercised  under the  Deferred  Compensation
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 September 18, 1996, was $34.75.

- --------------------------------------------------------------------------------
            SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS
         FOR CERTAIN MATTERS TO BE CONSIDERED BY PROSPECTIVE INVESTORS
- --------------------------------------------------------------------------------
               The date of this Prospectus is September 24, 1996.

                                  Page 4 of 24
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"). The reports, proxy statements and other information filed by
the  Company  with the  Commission  can be  obtained  by mail  from  the  Public
Reference  Section of the Commission at Judiciary Plaza, 450 Fifth Street,  Room
1024,  Washington,  D.C. 20549, at prescribed rates. In addition,  such reports,
proxy   statements  and   information   may  be  inspected  and  copied  at  the
aforementioned  public  reference  facility  and  at the  Commission's  regional
offices at Citicorp  Center,  500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois 60661-2511, and at 7 World Trade Center, 13th Floor, New York, New York
10048.  The  Commission  maintains  a world  wide  web site on the  Internet  at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission.  Such reports,  proxy  statements and other  information may also be
inspected at the offices of the New York Stock  Exchange,  20 Broad Street,  New
York, New York 10005.

         The  Company has filed with the  Commission  a  Registration  Statement
under  the  Securities  Act  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.

                                  Page 5 of 24
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, 1995, as amended by Form 10-K/A dated April 26, 1996, as filed with
the Commission on April 29, 1996.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31 and June 30, 1996.

     3. The  Company's  Current  Reports  on Form 8-K dated  January 2, 1996 and
April 10,  1996,  and the  Company's  Current  Report on Form 8-K dated June 24,
1996, as amended by Forms 8-K/A filed with the Commission on August 16, 1996 and
September 6, 1996.

     4. The Company's  Proxy  Statement for the Annual  Meeting of  Stockholders
held on July 25, 1996.

     5. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act, since December 31, 1995.

     6. 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).

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock contemplated hereby shall be
deemed to be  incorporated  by reference  into this  Prospectus  and made a part
hereof from the  respective  dates of filing of such  documents.  Any  statement
contained  herein,  or in a  document  incorporated  or deemed  incorporated  by
reference  herein,  shall be deemed to be modified or superseded for purposes of
the  Registration  Statement and this  Prospectus to the extent that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be incorporated herein modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part of the  Registration  Statement  or 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).

                                  Page 6 of 24
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 seismic data  acquisition  and resale
industry and in the oil and gas exploration and production  industry is intense.
A number of 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 in recent years, 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.  Although the Company has significant  operating history in
its seismic  data  licensing  operations,  it has limited  operating  history in
seismic data  acquisition  and oil and gas  exploration.  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 both the seismic data industry
and the oil  and gas  exploration  and  development  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. 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 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
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

                                  Page 7 of 24
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 productive 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. However,  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-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 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
more geographically diversified.

                                  Page 8 of 24
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.  Almost  all of the
1,876,388  shares of Common  Stock  currently  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 to the  Company's  directors  and
executive officers are eligible for sale currently or immediately upon exercise.
Sales of substantial  amounts of Common Stock (including  shares issued upon the
exercise of stock options or warrants),  or the perception that such sales could
occur, could adversely affect prevailing market prices for the Common Stock.

                DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

         This  Prospectus  includes  "forward-looking   statements"  within  the
meaning of Section 27A of the  Securities  Act and  Section 21E of the  Exchange
Act. All statements  other than statements of historical  facts included in this
Prospectus,  including without  limitation,  statements  regarding the Company's
financial  position,   business  strategy,  budgets,  plans  and  objectives  of
management for future operations are  forward-looking  statements.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations  ("Cautionary Statements") are
disclosed under "Risk Factors" and elsewhere in this Prospectus.  All subsequent
written and oral  forward-looking  statements  attributable  to the Company,  or
persons acting on its behalf,  are expressly  qualified in their entirety by the
Cautionary Statements.

                                   THE COMPANY

         The Company and its  subsidiaries,  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; and direct participation
in exploration, development and ownership of natural gas and crude oil reserves.

                                  Page 9 of 24
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 conducts  advanced 3D land seismic crew operations.  These seismic crews
acquire data for the Company's seismic data library,  for third parties, and for
the Company's oil and gas exploration  subsidiary,  DDD Energy, Inc. The Company
operates two 1500-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.  The Company also  operates 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 and is used primarily by the Company's oil and gas  exploration and
production subsidiary, DDD Energy, Inc.

         In July,  1996, the Company  acquired 50% of the outstanding  shares of
Energy  Research  International  ("ERI"),  a Cayman Island  corporation  and the
parent corporation of Horizon Exploration Limited and Horizon Seismic, Inc. (the
"Horizon  Companies").  The Horizon  Companies  currently  operate  five seismic
vessels capable of conducting advanced 3D offshore seismic surveys.  The Horizon
Companies  conduct  operations  primarily in the North Sea and the U.S.  Gulf of
Mexico.

         The Company's integrated operations include its large 2D and 3D seismic
library,  seismic  recording  systems and crews geared  specifically  to conduct
onshore and,  through the Horizon  Companies,  offshore 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.
                                  Page 10 of 24
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 and
the Deferred  Compensation  Plan upon  exercise  thereof,  which options must be
exercised before the Selling Stockholders can sell the shares offered hereunder.
The exercise  price of such options is  determined  at the time of grant of such
options.  The  Company  intends to use the  proceeds  from the  exercise of such
options for general corporate purposes.

                COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS

         This Prospectus covers offers, from time to time, of a total of 480,000
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  450,000  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)  Non-Employee
Directors' Deferred Compensation Plan, under which stock and options to purchase
up to a total of 30,000  shares of  Common  Stock may be issued to  non-employee
directors of the Company in lieu of cash directors' fees.

                              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.  These  additional  405,000
shares have previously been registered on a Registration  Statement on Form S-8,
Registration  No.  333-01271,  filed with the  Commission  on February 28, 1996.
Effective  April 22,  1996,  the  Company  further  amended  the Option  Plan to
increase  the number of shares  for which  options  could be  granted  under the
Option Plan by an additional  450,000 shares,  so that options to purchase up to
an  aggregate  of  1,150,000  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  Securities Act
for the resale of any of such 450,000 shares of Common Stock issued to them upon
exercise of options  granted  under the Option Plan.  As of September  24, 1996,
options to purchase  14,497 of these  450,000  shares had been granted under the
Option Plan, none of which had been granted to any affiliates of the Company. If
and when any of the 450,000  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.
                                  Page 11 of 24
Non-Employee Directors' Deferred Compensation Plan. This Prospectus may
be used by  directors  of the Company  for the resale of up to 30,000  shares of
Common Stock issued to them under or upon exercise of options  granted under the
Deferred Compensation Plan. If and when any of the 30,000 shares of Common Stock
are  issued  under or upon  exercise  of  options  granted  under  the  Deferred
Compensation  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  under or upon exercise of
options  granted under the Deferred  Compensation  Plan and the number of shares
offered for resale  pursuant to this  Prospectus will be indicated by Prospectus
Supplement.

                              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  Securities  Act,  or  otherwise  pursuant  to an  applicable
exemption  under the  Securities  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 Securities  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

                                  Page 12 of 24
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 Company  intends to require the Selling  Stockholders to enter 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 Securities 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  pursuant  to an  applicable
Prospectus  Supplement  to the extent  such  liability  relates  to  information
supplied by the Selling Stockholder for inclusion in the Registration  Statement
pursuant to an applicable Prospectus Supplement.

         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 qualified for sale in such state,
or unless an exemption from  registration or  qualification  is available and is
obtained.

                                  LEGAL MATTERS

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

                                     EXPERTS

     The financial  statements  incorporated  by reference in this  registration
statement  have  been  audited  by  Arthur  Andersen  LLP,   independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
incorporated  herein in reliance  upon the  authority of said firm as experts in
accounting and auditing in giving said reports.

         The estimate of natural gas reserves  contained in the Company's Annual
Report on Form 10-K for the year ended  December  31, 1995,  was  obtained  from
reserve reports dated January 1, 1996, prepared by Forrest A. Garb & Associates,
Inc., and are incorporated herein in reliance upon the authority of said firm as
experts in such matters.

                                  Page 13 of 24
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, 1995, as amended by Form 10-K/A dated April 26, 1996, as filed with
the Commission on April 29, 1996.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31 and June 30, 1996.

     3. The  Company's  Current  Reports  on Form 8-K dated  January 2, 1996 and
April 10,  1996,  and the  Company's  Current  Report on Form 8-K dated June 24,
1996, as amended by Forms 8-K/A filed with the Commission on August 16, 1996 and
September 6, 1996.

     4. The Company's  Proxy  Statement for the Annual  Meeting of  Stockholders
held on July 25, 1996.

     5. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995.

     6. 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

                                  Page 14 of 24
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director or
officer of the corporation.  Such indemnity may be against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred in connection with such action,  suit or proceeding,  if the
indemnitee acted in good faith and in a manner  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal action or proceeding, the indemnitee must not have had reasonable cause
to believe his conduct was unlawful.

     Section 145(b) of the General Corporation Law provides,  in general, that a
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation  to procure a judgment  in
its favor by reason of the fact that he is or was a  director  or officer of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  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:

     5.1  Opinion of Gardere Wynne Sewell & Riggs,  L.L.P., 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).

     10.3 Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan effective
          November  29,  1995   (incorporated  by  reference  to  the  Company's

                                  Page 15 of 24
Quarterly  Report on Form 10-Q for the fiscal  quarter  ended June 30,
          1996).

     10.4 Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan effective
          April 22, 1996  (incorporated by reference to the Company's  Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1996).

     10.5 Seitel,  Inc.  Non-Employee   Directors'  Deferred  Compensation  Plan
          (incorporated  by reference to the Company's  Quarterly Report on Form
          10-Q for the fiscal quarter ended June 30, 1996).

     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

Item 9: Undertakings. The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

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

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement.

          provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the registration  statement is on Form S-3 or Form S-8, and the information

                                  Page 16 of 24
required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                  Page 17 of 24
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  24th  day of
September, 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)

                                  Page 18 of 24
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 September 24, 1996.

         Signature                                         Title
         ---------                                         -----

/s/  Herbert M. Pearlman                     Chairman of the Board of Directors
- -------------------------
     HERBERT M. PEARLMAN                    

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

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

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

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

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

                                  Page 19 of 24
Index of Exhibits
                                -----------------

Exhibit                             Document                              Page
- -------                             --------                              ----

  5.1     Opinion  of  Sewell  &  Riggs,  P.C.  legal  counsel  to the     21
          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).

 10.3     Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan
          effective  November 29, 1995  (incorporated  by reference to
          the Company's  Quarterly  Report on Form 10-Q for the fiscal
          quarter ended June 30, 1996).

 10.4     Seitel,  Inc. Amendments to 1993 Incentive Stock Option Plan
          effective April 22, 1996  (incorporated  by reference to the
          Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
          quarter ended June 30, 1996).

 10.5     Seitel, Inc.  Non-Employee  Directors' Deferred Compensation
          Plan  (incorporated by reference to the Company's  Quarterly
          Report on Form 10-Q for the  fiscal  quarter  ended June 30,
          1996).

 23.1     Consent of Arthur Andersen LLP*                                  23

 23.2     Consent of Forrest A. Garb & Associates, Inc.*                   24

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

 24.1     Power of Attorney (included on Signature Page).

* Filed herewith.

                                  Page 20 of 24