As filed with the Securities and Exchange Commission on September 29, 1998

                                                      Registration No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           ---------------------------
                                  SEITEL, INC.
             (Exact name of registrant as specified in its charter)
       Delaware                                           76-0025431
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)
                              50 Briar Hollow Lane
                              7th Floor, West Bldg.
                              Houston, Texas 77027
    (Address of registrant's principal executive offices, including zip code)

                 1993 SEITEL, INC. INCENTIVE STOCK OPTION PLAN,
                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN,
                               EXECUTIVE WARRANTS,
                               DEPARTURE WARRANTS
                                       and
                               EMPLOYMENT WARRANTS
                              (Full Title of Plan)
                           ---------------------------

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

                                    Copy to:

                               William Mark Young
                        Gardere Wynne Sewell & Riggs, LLP
                               333 Clay, Suite 800
                              Houston, Texas 77002
                    Phone (713) 308-5500, Fax: (713) 308-5555

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================
       Title of each class                                 Proposed maximum      Proposed maximum        Amount of
       of securities to be             Amount to be         offering price      aggregate offering    registration
           registered                 registered(1)<F1>      per share(2)<F2>        price(2)<F2>        fee(2)<F2>
--------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                       <C>                 <C>                  <C>    
  Common Stock, $.01 par value       3,218,483 shares          $11.344             $36,510,471          $10,775

====================================================================================================================
<FN>
1.<F1>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 pursuant to the applicable  plans and
      warrants to prevent  dilution as a result of future  stock  splits,  stock
      dividends or similar transactions.
2.<F2>Calculated  pursuant to Rule 457(h),  based on the average of the high and
      low prices for Common Stock on September  25, 1998, as reported on The New
      York Stock Exchange.
</FN>
===================================================================================================================
</TABLE>
<PAGE>



EXPLANATORY NOTE

This  Registration  Statement  contains  two parts:  the first  part  contains a
Prospectus on Form S-3 (in accordance with Section C of the General Instructions
to Form S-8) which covers  re-offers  and  re-sales by the Selling  Stockholders
listed,  from time to time,  in the  Prospectus of shares of Common Stock of the
Company to be issued upon exercise of options  granted under the Company's  1993
Incentive Stock Option Plan and upon exercise of the Executive Warrants.

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>


PROSPECTUS                        SEITEL, INC.
(Form S-3)
                                2,931,103 Shares
                                  Common Stock
                           ($.01 Par Value Per Share)


                        1993 INCENTIVE STOCK OPTION PLAN
                               EXECUTIVE WARRANTS
                               EMPLOYMENT WARRANTS


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"),  upon  exercise of certain
warrants (the "Executive  Warrants") granted to the Selling Stockholders as part
of the Company's 1997 Executive  Compensation Plan (the "Executive  Compensation
Plan"),  and upon  exercise  of certain  warrants  (the  "Employment  Warrants")
granted  to a Selling  Stockholder  in  connection  with his  employment  by the
Company.

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  warrants
exercised  under the Option Plan,  the  Executive  Warrants  and the  Employment
Warrants.  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 25, 1998, was $11.50.

      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 29, 1998.

<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>


                 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, 1997, as amended by Form 10-K/A dated April 28, 1998, as filed with
the  Commission  on April 29, 1998 and by Form 10-K/A  dated June 10,  1998,  as
filed with the Commission on June 12, 1998.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31 and June 30, 1998.

     3. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1997.

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

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) 881-8900).


<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 licensing  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 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 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 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 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  canceled  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.
<PAGE>

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.

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
approximately  4.6 million 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.  The words
"anticipate,"  "believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"will,"  "could," "may," "predict" and similar terms and phrases are intended to
identify  forward-looking   statements.   These  statements  involve  risks  and
uncertainties  that may cause actual future activities and results of operations
to be materially different from those suggested or described in this Prospectus.
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.  Should one or more of these risks or uncertainties materialize,  or
should  underlying   assumptions  prove  incorrect,   actual  results  may  vary
materially from those expected,  estimated or projected.  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.


<PAGE>


                                   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 processing
and  interpretation   technology;   and  direct  participation  in  exploration,
development and ownership of natural gas and crude oil reserves.

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.

The Company's  integrated  seismic data  operations  include its large 2D and 3D
seismic library,  its 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.

                                 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,  the
Executive  Warrants and the  Employment  Warrants upon exercise  thereof,  which
options and warrants must be exercised before the Selling  Stockholders can sell
the shares offered  hereunder.  The exercise price of the Executive  Warrants is
$20.50 per share. The exercise price of the 915,064 options  previously  granted
under the amendments to the Option Plan to which this  prospectus  relates range
from  $17.1875  per share to $21.50 per  share,  and the  exercise  price of the
784,936  options that may be granted in the future under the  amendments  to the
Option Plan to which this  prospectus  relates  will  determined  at the time of
grant of such options.  The Exercise Price of 81,103 of the Employment  Warrants
is $15.875,  and the exercise price of the remaining 150,000 Employment Warrants
will be determined at the time certain  criteria are met. The Company intends to
use the  proceeds  from the  exercise of such  options and  warrants for general
corporate purposes.

                COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS

This Prospectus covers offers, from time to time, of a total of 2,931,103 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 1,700,000 shares, which are registered hereunder,  have
been  reserved for issuance to employees of the Company upon exercise of options
granted  under the  Option  Plan,  (ii)  Executive  Warrants  granted  under the
Company's  recently  adopted  Executive  Compensation  Plan,  pursuant  to which
certain  officers and  directors  may purchase up to 1,000,000  shares of Common
Stock, and (iii) Employment Warrants,  pursuant to which up to 231,103 shares of
Common Stock may be purchased.
<PAGE>

                              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.  These additional 450,000 shares have previously been registered
on a Registration Statement on Form S-8, Registration No. 333-12549,  filed with
the Commission on September 24, 1996.  Effective  November 20, 1997, 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  850,000  shares
so that options to purchase up to an  aggregate  of  2,000,000  shares of Common
Stock of the Company  could be granted  under the Option Plan.  The Company also
declared  a  two-for-one  stock  split in the form of a stock  dividend  for all
shares of stock  outstanding  on December 3, 1997. As a result,  the  additional
850,000 shares have become 1,700,000 shares, and the total number of shares that
can be  issued  upon  exercise  of  options  granted  under the  Option  Plan is
4,000,000  shares.  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  1,700,000  shares of  Common  Stock  issued to them upon
exercise  of options  granted  under the  Option  Plan.  As of the date  hereof,
options to  purchase  915,064  shares  have been  granted  pursuant to this most
recent  amendment  to the  Option  Plan  to  employees  who  may  be  considered
affiliates  of the  Company.  Set  forth  below  is the  name  of  each  Selling
Stockholder,  the  number  of shares  of  Common  Stock  owned of record by each
Selling  Stockholder as of the date of this Prospectus,  the number of shares of
Common  Stock which may be offered by the Selling  Stockholder  pursuant to this
Prospectus, and the number of shares of Common Stock and percentage of the class
of Common Stock to be owned by each Selling  Stockholder  upon completion of the
offering if all Shares are sold. Any or all of the Shares  registered  hereunder
may be offered for sale by the Selling  Stockholders  from time to time.  If and
when any of the  remaining  784,936  shares of  Common  Stock  are  issued  upon
exercise of additional  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.

Executive Warrants. This Prospectus may be used by officers and directors of the
Company for the resale of up to 1,000,000 shares of Common Stock to be issued to
them upon  exercise  of the  Executive  Warrants  granted  under  the  Executive
Compensation Plan. Set forth below is the name of each Selling Stockholder,  the
number of shares of Common Stock owned of record by each Selling  Stockholder as
of the date of this  Prospectus,  the number of shares of Common Stock which may
be offered by the  Selling  Stockholder  pursuant  to this  Prospectus,  and the
number of shares of Common Stock and  percentage of the class of Common Stock to
be owned by each  Selling  Stockholder  upon  completion  of the offering if all
Shares are sold.  Any or all of the Shares  registered  hereunder may be offered
for sale by the Selling Stockholders from time to time.

Employment  Warrants.  This  Prospectus may be used by an officer of the Company
for the resale of up to 231,103 shares of Common Stock issuable upon exercise of
the  Employment  Warrants.   Set  forth  below  is  the  name  of  such  Selling
Stockholder,  the  number  of shares  of  Common  Stock  owned of record by such
Selling  Stockholder as of the date of this Prospectus,  the number of shares of
Common  Stock which may be offered by the Selling  Stockholder  pursuant to this
Prospectus, and the number of shares of Common Stock and percentage of the class
of Common Stock to be owned by such Selling  Stockholder  upon completion of the
offering if all Shares are sold. Any or all of the Shares  registered  hereunder
may be offered for sale by the Selling Stockholder from time to time.



<PAGE>


<TABLE>

                                                                      SELLING STOCKHOLDERS
<CAPTION>

         Selling Stockholder           Shares Owned Prior   Shares Registered     Shares Owned        Percent of
                                       to the Offering(1)<F2>   Hereunder           After the      Class After the
                                                                                   Offering(2)<F3>   Offering(2)<F3>
------------------------------------- --------------------- ------------------- ------------------ -----------------

<S>                                        <C>                  <C>                 <C>                  <C> 
Paul A. Frame,                             1,636,919            600,360(3)<F4>      1,036,559            4.4%
President, Chief Executive Officer
and Director

Horace A. Calvert,                         1,425,349            465,380(4)<F5>       959,969             4.1%
Executive Vice President, Chief
Operating Officer and Director

Herbert M. Pearlman,                       1,006,105            438,456(5)<F6>       567,649             2.5%
Chairman of the Board

David S. Lawi,                              642,485             338,456(6)<F7>       304,029             1.3%
Director

Russell Hoffman,                            231,103              231,103(7)<F8>         0                 *<F1>
Vice President of Corporate
Communications

Debra D. Valice,                            223,477             72,412(8)<F9>        151,065              *<F1>
Executive Vice President, Chief
Financial Officer and Director
<FN>
*<F1>     Less than 1.0%

(1)<F2>   Assuming exercise of options and warrants  exercisable  within 60 days
          of the date hereof and of all options and  warrants  pursuant to which
          the  shares  registered  hereunder  may be  acquired  by  the  Selling
          Stockholders and no other disposition or acquisition of Common Stock.

(2)<F3>   Assuming no other  disposition  or acquisition of Common Stock and all
          Shares included herein are sold.

(3)<F4>   Includes  100,360 shares and 500,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The  exercise  prices of the  options  range from $19.50 to
          $21.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(4)<F5>   Includes  265,380 shares and 200,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The exercise  prices of the options  range from $17.1875 to
          $20.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(5)<F6>   Includes  238,456 shares and 200,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The  exercise  prices of the  options  range from $20.00 to
          $21.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(6)<F7>   Includes  238,456 shares and 100,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The  exercise  prices of the  options  range from $20.00 to
          $21.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(7)<F8>   Includes  231,103  shares  issuable  upon  exercise of the  Employment
          Warrants.  The exercise  price of 81,103 of these  warrants is $15.875
          per share,  and the exercise price of the remaining  150,000  warrants
          will be determined upon the satisfaction of certain criteria.

(8)<F9>   Includes  72,412  shares  issuable  upon exercise of options under the
          1993 Option Plan at an exercise price of $20.00 per share.
</FN>
</TABLE>

<PAGE>

                              PLAN OF DISTRIBUTION

All Securities  covered by this Prospectus are being offered for the accounts of
the Selling Stockholders.  The Securities may be sold, from time to time, in one
or more transactions at a fixed offering price, which may be changed, at varying
prices  determined  at the time of sale,  at terms then  prevailing or at prices
related to the then current market price or at negotiated prices. The Securities
may be  sold in one or more  open  market  transactions  on the New  York  Stock
Exchange or in privately negotiated transactions.  The Securities may be sold by
various methods,  including, but not limited to, one or more of the following: a
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,  purchases by a broker or dealer as
principal  and resale by the broker or dealer for its own  account  pursuant  to
this Prospectus, a transaction on the New York Stock Exchange in accordance with
the rules of such exchange,  and 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  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.

<PAGE>

                                     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 by reference  herein in reliance upon the authority of said firm as
experts 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,  1997,  was  obtained  from  reserve
reports dated as of January 1, 1998 prepared by Miller and Lents, Ltd. and dated
January  1, 1998  prepared  by  Forrest  A.  Garb &  Associates,  Inc.,  and are
incorporated by reference herein in reliance upon the authority of said firms as
experts in such matters.

                                     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, 1997, as amended by Form 10-K/A dated April 28, 1998, as filed
     with the  Commission on April 29, 1998, and as amended by Form 10-K/A dated
     June 10, 1998, as filed with the Commission on June 12, 1998.

          2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the  fiscal
     quarters ended March 31 and June 30, 1998.

          3. All other reports  filed  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  since
     December 31, 1997.

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

     In addition,  all documents  subsequently  filed by the Company pursuant to
     Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act,  prior to the
     filing of a  post-effective  amendment  which indicates that all securities
     offered have been sold or which  de-registers all securities then remaining
     unsold,   shall  be  deemed  to  be   incorporated  by  reference  in  this
     Registration  Statement  and to be a part hereof from the date of filing of
     such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
     shall  be  deemed  to be  modified  or  superseded  for  purposes  of  this
     Prospectus  to the extent that a  statement  contained  herein  modifies or
     supersedes  such  statement.  Any such  statement so modified or superseded
     shall not be deemed,  except as so modified or  superseded,  to  constitute
     part of this Prospectus.

Item 4: Description of Securities. Not applicable.

Item 5: Interests of Named Experts and Counsel. Not applicable.

Item 6: Indemnification of Directors and Officers. Section 145(a) of the General
     Corporation  Law of the State of Delaware (the "General  Corporation  Law")
     provides,  in general, that a corporation shall have the power to indemnify
     any person who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal,  administrative  or investigative  (other than an action by or in
     the  right of the  corporation),  by reason of the fact that he is or was a
     director  or  officer of the  corporation.  Such  indemnity  may be against
     expenses (including attorneys' fees), judgments,  fines and amounts paid in
     settlement actually and reasonably incurred in connection with such action,
     suit 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.



<PAGE>


     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 Form of Departure Warrant.*

     10.2 Form of Executive Warrant.*

     10.3 Employment Warrant for 81,103 shares of common stock.*

     10.4 Employment Warrant for 150,000 shares of common stock.*

     23.1 Consent of Arthur Andersen LLP.*

     23.2 Consent of Miller and Lents, Ltd.*

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

     23.4 Consent of Gardere Wynne Sewell & Riggs,  L.L.P.  (included in Exhibit
          5.1).

     24.1 Power of Attorney (included on Signature Page).

* filed herewith

Item 9: Undertakings. The undersigned registrant hereby undertakes:

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

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

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

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

          provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
          the  registration  statement  is on  Form  S-3 or  Form  S-8,  and the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed  by the
          registrant  pursuant to 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>
                                   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  29th  day of
September, 1998.

                                  SEITEL, INC.

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

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

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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on September 29, 1998.

      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                Executive Vice President of Finance, Chief
------------------------           Financial Officer and Director
DEBRA D. VALICE

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

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

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

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

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


<PAGE>


                                Index of Exhibits



  Exhibit                 Document                                        Page

     5.1  Opinion  of  Gardere  Wynne  Sewell & Riggs, L.L.P., legal       18
          counsel to the Company                                           

     10.1 Form of Departure Warrant                                        20

     10.2 Form of Executive Warrant                                        26

     10.3 Employment Warrant for 81,103 shares of common stock             35

     10.4 Employment Warrant for 150,000 shares of common stock            49

     23.1 Consent of Arthur Andersen LLP                                   63

     23.2 Consent of Miller and Lents, Ltd.                                65

     23.3 Consent of Forrest A. Garb & Associates, Inc.                    67

     23.4 Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in
          Exhibit 5.1).

     24.1 Power of Attorney (included on Signature Page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 60010}]
{"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": "333-64557", "film-number": "98717308"}, "business-address": {"street1": "50 BRIAR HOLLOW LN", "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"}}
As filed with the Securities and Exchange Commission on September 29, 1998

                                                      Registration No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           ---------------------------
                                  SEITEL, INC.
             (Exact name of registrant as specified in its charter)
       Delaware                                           76-0025431
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)
                              50 Briar Hollow Lane
                              7th Floor, West Bldg.
                              Houston, Texas 77027
    (Address of registrant's principal executive offices, including zip code)

                 1993 SEITEL, INC. INCENTIVE STOCK OPTION PLAN,
                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN,
                               EXECUTIVE WARRANTS,
                               DEPARTURE WARRANTS
                                       and
                               EMPLOYMENT WARRANTS
                              (Full Title of Plan)
                           ---------------------------

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

                                    Copy to:

                               William Mark Young
                        Gardere Wynne Sewell & Riggs, LLP
                               333 Clay, Suite 800
                              Houston, Texas 77002
                    Phone (713) 308-5500, Fax: (713) 308-5555

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
       Title of each class                                 Proposed maximum      Proposed maximum        Amount of
       of securities to be             Amount to be         offering price      aggregate offering    registration
           registered                 registered(1)
per share(2)
price(2)
fee(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value       3,218,483 shares          $11.344             $36,510,471          $10,775

====================================================================================================================
1.
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 pursuant to the applicable  plans and
      warrants to prevent  dilution as a result of future  stock  splits,  stock
      dividends or similar transactions.
2.
Calculated  pursuant to Rule 457(h),  based on the average of the high and
      low prices for Common Stock on September  25, 1998, as reported on The New
      York Stock Exchange.
===================================================================================================================
EXPLANATORY NOTE

This  Registration  Statement  contains  two parts:  the first  part  contains a
Prospectus on Form S-3 (in accordance with Section C of the General Instructions
to Form S-8) which covers  re-offers  and  re-sales by the Selling  Stockholders
listed,  from time to time,  in the  Prospectus of shares of Common Stock of the
Company to be issued upon exercise of options  granted under the Company's  1993
Incentive Stock Option Plan and upon exercise of the Executive Warrants.

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.
PROSPECTUS                        SEITEL, INC.
(Form S-3)
                                2,931,103 Shares
                                  Common Stock
                           ($.01 Par Value Per Share)

                        1993 INCENTIVE STOCK OPTION PLAN
                               EXECUTIVE WARRANTS
                               EMPLOYMENT WARRANTS

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"),  upon  exercise of certain
warrants (the "Executive  Warrants") granted to the Selling Stockholders as part
of the Company's 1997 Executive  Compensation Plan (the "Executive  Compensation
Plan"),  and upon  exercise  of certain  warrants  (the  "Employment  Warrants")
granted  to a Selling  Stockholder  in  connection  with his  employment  by the
Company.

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  warrants
exercised  under the Option Plan,  the  Executive  Warrants  and the  Employment
Warrants.  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 25, 1998, was $11.50.

      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 29, 1998.
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.
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, 1997, as amended by Form 10-K/A dated April 28, 1998, as filed with
the  Commission  on April 29, 1998 and by Form 10-K/A  dated June 10,  1998,  as
filed with the Commission on June 12, 1998.

     2. The  Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31 and June 30, 1998.

     3. All  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1997.

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

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) 881-8900).
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 licensing  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 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 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 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 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  canceled  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.

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
approximately  4.6 million 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.  The words
"anticipate,"  "believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"will,"  "could," "may," "predict" and similar terms and phrases are intended to
identify  forward-looking   statements.   These  statements  involve  risks  and
uncertainties  that may cause actual future activities and results of operations
to be materially different from those suggested or described in this Prospectus.
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.  Should one or more of these risks or uncertainties materialize,  or
should  underlying   assumptions  prove  incorrect,   actual  results  may  vary
materially from those expected,  estimated or projected.  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 processing
and  interpretation   technology;   and  direct  participation  in  exploration,
development and ownership of natural gas and crude oil reserves.

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.

The Company's  integrated  seismic data  operations  include its large 2D and 3D
seismic library,  its 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.

                                 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,  the
Executive  Warrants and the  Employment  Warrants upon exercise  thereof,  which
options and warrants must be exercised before the Selling  Stockholders can sell
the shares offered  hereunder.  The exercise price of the Executive  Warrants is
$20.50 per share. The exercise price of the 915,064 options  previously  granted
under the amendments to the Option Plan to which this  prospectus  relates range
from  $17.1875  per share to $21.50 per  share,  and the  exercise  price of the
784,936  options that may be granted in the future under the  amendments  to the
Option Plan to which this  prospectus  relates  will  determined  at the time of
grant of such options.  The Exercise Price of 81,103 of the Employment  Warrants
is $15.875,  and the exercise price of the remaining 150,000 Employment Warrants
will be determined at the time certain  criteria are met. The Company intends to
use the  proceeds  from the  exercise of such  options and  warrants for general
corporate purposes.

                COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS

This Prospectus covers offers, from time to time, of a total of 2,931,103 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 1,700,000 shares, which are registered hereunder,  have
been  reserved for issuance to employees of the Company upon exercise of options
granted  under the  Option  Plan,  (ii)  Executive  Warrants  granted  under the
Company's  recently  adopted  Executive  Compensation  Plan,  pursuant  to which
certain  officers and  directors  may purchase up to 1,000,000  shares of Common
Stock, and (iii) Employment Warrants,  pursuant to which up to 231,103 shares of
Common Stock may be purchased.
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.  These additional 450,000 shares have previously been registered
on a Registration Statement on Form S-8, Registration No. 333-12549,  filed with
the Commission on September 24, 1996.  Effective  November 20, 1997, 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  850,000  shares
so that options to purchase up to an  aggregate  of  2,000,000  shares of Common
Stock of the Company  could be granted  under the Option Plan.  The Company also
declared  a  two-for-one  stock  split in the form of a stock  dividend  for all
shares of stock  outstanding  on December 3, 1997. As a result,  the  additional
850,000 shares have become 1,700,000 shares, and the total number of shares that
can be  issued  upon  exercise  of  options  granted  under the  Option  Plan is
4,000,000  shares.  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  1,700,000  shares of  Common  Stock  issued to them upon
exercise  of options  granted  under the  Option  Plan.  As of the date  hereof,
options to  purchase  915,064  shares  have been  granted  pursuant to this most
recent  amendment  to the  Option  Plan  to  employees  who  may  be  considered
affiliates  of the  Company.  Set  forth  below  is the  name  of  each  Selling
Stockholder,  the  number  of shares  of  Common  Stock  owned of record by each
Selling  Stockholder as of the date of this Prospectus,  the number of shares of
Common  Stock which may be offered by the Selling  Stockholder  pursuant to this
Prospectus, and the number of shares of Common Stock and percentage of the class
of Common Stock to be owned by each Selling  Stockholder  upon completion of the
offering if all Shares are sold. Any or all of the Shares  registered  hereunder
may be offered for sale by the Selling  Stockholders  from time to time.  If and
when any of the  remaining  784,936  shares of  Common  Stock  are  issued  upon
exercise of additional  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.

Executive Warrants. This Prospectus may be used by officers and directors of the
Company for the resale of up to 1,000,000 shares of Common Stock to be issued to
them upon  exercise  of the  Executive  Warrants  granted  under  the  Executive
Compensation Plan. Set forth below is the name of each Selling Stockholder,  the
number of shares of Common Stock owned of record by each Selling  Stockholder as
of the date of this  Prospectus,  the number of shares of Common Stock which may
be offered by the  Selling  Stockholder  pursuant  to this  Prospectus,  and the
number of shares of Common Stock and  percentage of the class of Common Stock to
be owned by each  Selling  Stockholder  upon  completion  of the offering if all
Shares are sold.  Any or all of the Shares  registered  hereunder may be offered
for sale by the Selling Stockholders from time to time.

Employment  Warrants.  This  Prospectus may be used by an officer of the Company
for the resale of up to 231,103 shares of Common Stock issuable upon exercise of
the  Employment  Warrants.   Set  forth  below  is  the  name  of  such  Selling
Stockholder,  the  number  of shares  of  Common  Stock  owned of record by such
Selling  Stockholder as of the date of this Prospectus,  the number of shares of
Common  Stock which may be offered by the Selling  Stockholder  pursuant to this
Prospectus, and the number of shares of Common Stock and percentage of the class
of Common Stock to be owned by such Selling  Stockholder  upon completion of the
offering if all Shares are sold. Any or all of the Shares  registered  hereunder
may be offered for sale by the Selling Stockholder from time to time.
SELLING STOCKHOLDERS
Selling Stockholder           Shares Owned Prior   Shares Registered     Shares Owned        Percent of
                                       to the Offering(1)
Hereunder           After the      Class After the
                                                                                   Offering(2)
Offering(2)
------------------------------------- --------------------- ------------------- ------------------ -----------------
Paul A. Frame,                             1,636,919            600,360(3)
1,036,559            4.4%
President, Chief Executive Officer
and Director

Horace A. Calvert,                         1,425,349            465,380(4)
959,969             4.1%
Executive Vice President, Chief
Operating Officer and Director

Herbert M. Pearlman,                       1,006,105            438,456(5)
567,649             2.5%
Chairman of the Board

David S. Lawi,                              642,485             338,456(6)
304,029             1.3%
Director

Russell Hoffman,                            231,103              231,103(7)
0                 *
Vice President of Corporate
Communications

Debra D. Valice,                            223,477             72,412(8)
151,065              *
Executive Vice President, Chief
Financial Officer and Director
*
Less than 1.0%

(1)
Assuming exercise of options and warrants  exercisable  within 60 days
          of the date hereof and of all options and  warrants  pursuant to which
          the  shares  registered  hereunder  may be  acquired  by  the  Selling
          Stockholders and no other disposition or acquisition of Common Stock.

(2)
Assuming no other  disposition  or acquisition of Common Stock and all
          Shares included herein are sold.

(3)
Includes  100,360 shares and 500,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The  exercise  prices of the  options  range from $19.50 to
          $21.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(4)
Includes  265,380 shares and 200,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The exercise  prices of the options  range from $17.1875 to
          $20.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(5)
Includes  238,456 shares and 200,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The  exercise  prices of the  options  range from $20.00 to
          $21.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(6)
Includes  238,456 shares and 100,000  shares,  respectively,  issuable
          upon  exercise of options  under the 1993  Option  Plan and  Executive
          Warrants.  The  exercise  prices of the  options  range from $20.00 to
          $21.50 per share, and the exercise price of the warrants is $20.50 per
          share.

(7)
Includes  231,103  shares  issuable  upon  exercise of the  Employment
          Warrants.  The exercise  price of 81,103 of these  warrants is $15.875
          per share,  and the exercise price of the remaining  150,000  warrants
          will be determined upon the satisfaction of certain criteria.

(8)
Includes  72,412  shares  issuable  upon exercise of options under the
          1993 Option Plan at an exercise price of $20.00 per share.
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
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,  purchases by a broker or dealer as
principal  and resale by the broker or dealer for its own  account  pursuant  to
this Prospectus, a transaction on the New York Stock Exchange in accordance with
the rules of such exchange,  and 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  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 by reference  herein in reliance upon the authority of said firm as
experts 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,  1997,  was  obtained  from  reserve
reports dated as of January 1, 1998 prepared by Miller and Lents, Ltd. and dated
January  1, 1998  prepared  by  Forrest  A.  Garb &  Associates,  Inc.,  and are
incorporated by reference herein in reliance upon the authority of said firms as
experts in such matters.

                                     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, 1997, as amended by Form 10-K/A dated April 28, 1998, as filed
     with the  Commission on April 29, 1998, and as amended by Form 10-K/A dated
     June 10, 1998, as filed with the Commission on June 12, 1998.

          2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the  fiscal
     quarters ended March 31 and June 30, 1998.

          3. All other reports  filed  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  since
     December 31, 1997.

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

     In addition,  all documents  subsequently  filed by the Company pursuant to
     Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act,  prior to the
     filing of a  post-effective  amendment  which indicates that all securities
     offered have been sold or which  de-registers all securities then remaining
     unsold,   shall  be  deemed  to  be   incorporated  by  reference  in  this
     Registration  Statement  and to be a part hereof from the date of filing of
     such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
     shall  be  deemed  to be  modified  or  superseded  for  purposes  of  this
     Prospectus  to the extent that a  statement  contained  herein  modifies or
     supersedes  such  statement.  Any such  statement so modified or superseded
     shall not be deemed,  except as so modified or  superseded,  to  constitute
     part of this Prospectus.

Item 4: Description of Securities. Not applicable.

Item 5: Interests of Named Experts and Counsel. Not applicable.

Item 6: Indemnification of Directors and Officers. Section 145(a) of the General
     Corporation  Law of the State of Delaware (the "General  Corporation  Law")
     provides,  in general, that a corporation shall have the power to indemnify
     any person who was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal,  administrative  or investigative  (other than an action by or in
     the  right of the  corporation),  by reason of the fact that he is or was a
     director  or  officer of the  corporation.  Such  indemnity  may be against
     expenses (including attorneys' fees), judgments,  fines and amounts paid in
     settlement actually and reasonably incurred in connection with such action,
     suit 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 Form of Departure Warrant.*

     10.2 Form of Executive Warrant.*

     10.3 Employment Warrant for 81,103 shares of common stock.*

     10.4 Employment Warrant for 150,000 shares of common stock.*

     23.1 Consent of Arthur Andersen LLP.*

     23.2 Consent of Miller and Lents, Ltd.*

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

     23.4 Consent of Gardere Wynne Sewell & Riggs,  L.L.P.  (included in Exhibit
          5.1).

     24.1 Power of Attorney (included on Signature Page).

* filed herewith

Item 9: Undertakings. The undersigned registrant hereby undertakes:

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

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

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

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

          provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if
          the  registration  statement  is on  Form  S-3 or  Form  S-8,  and the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed  by the
          registrant  pursuant to 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.
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  29th  day of
September, 1998.

                                  SEITEL, INC.

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

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

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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on September 29, 1998.

      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                Executive Vice President of Finance, Chief
------------------------           Financial Officer and Director
DEBRA D. VALICE

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

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

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

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

/s/ William Lerner                 Director
------------------------
WILLIAM LERNER
Index of Exhibits

  Exhibit                 Document                                        Page

     5.1  Opinion  of  Gardere  Wynne  Sewell & Riggs, L.L.P., legal       18
          counsel to the Company                                           

     10.1 Form of Departure Warrant                                        20

     10.2 Form of Executive Warrant                                        26

     10.3 Employment Warrant for 81,103 shares of common stock             35

     10.4 Employment Warrant for 150,000 shares of common stock            49

     23.1 Consent of Arthur Andersen LLP                                   63

     23.2 Consent of Miller and Lents, Ltd.                                65

     23.3 Consent of Forrest A. Garb & Associates, Inc.                    67

     23.4 Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in
          Exhibit 5.1).

     24.1 Power of Attorney (included on Signature Page).