SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KENDRICK MARCIA H

(Last)

(First)

(Middle)

10811 S. WESTVIEW CIRCLE, BUILDING C

STE.100

(Street)

HOUSTON

77043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEITEL INC [ SELA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, CAO, Asst. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	07/02/2004		J⁽¹⁾		36,028	A	$0⁽¹⁾	36,028	D
Common Stock, par value $.01 per share	07/02/2004		J⁽¹⁾		1,332	A	$0⁽¹⁾	1,332	I⁽³⁾	By children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrants	$0.6	07/02/2004		J⁽¹⁾⁽²⁾		36,028		07/02/2004	08/02/2004	Common Stock, par value $.01 per share	177,473	$0⁽¹⁾	36,028	D
Common Stock Purchase Warrants	$0.6	07/02/2004		J⁽¹⁾⁽²⁾		1,332		07/02/2004	08/02/2004	Common Stock, par value $.01 per share	6,561	$0⁽¹⁾	1,332	I⁽⁴⁾	By children
Common Stock Options	⁽⁵⁾	07/02/2004		J⁽⁵⁾			125,000	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $.01 per share	125,000	⁽⁵⁾	0	D

Explanation of Responses:

1. Pursuant to the Issuer's Third Amended Joint Plan of Reorganization (the "Plan of Reorganization"), on 07/02/04 (the "Effective Date"), all outstanding shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") were cancelled and the Reporting Person became entitled to receive (i) for each share of Common Stock surrendered on or after the Effective Date, one share of the Issuer's reorganized common stock, and (ii) for each share of Common Stock held of record on 06/25/04, one common stock purchase warrant representing the right to purchase 4.926 shares of the Issuer's reorganized common stock, at an exercise price of $.60 per share, exercisable at any time during the period commencing on the Effective Date and ending at 5:00 p.m., New York City time, on 08/02/04. The acquisition of such securities is exempt from Section 16 pursuant to Rule 16b-7.

2. The issuance of such common stock purchase warrants are exempt from Section 16 pursuant to Rule 16a-9.

3. The Reporting Person has an indirect beneficial ownership interest in 1,332 shares of Common Stock, held by her children.

4. The Reporting Person has an indirect beneficial ownership interest in 1,332 of the Issuer's common stock purchase warrants, held by her children.

5. Under the Plan of Reorganization, any options or warrants to acquire shares of Common Stock outstanding on the Effective Date were cancelled, and the holders thereof are no longer able to exercise such options and warrants after that time. The exercise prices of the Reporting Person's cancelled options and warrants ranged from $11.00 to $13.73.

	/s/ Marcia H. Kendrick	07/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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