S-8

As filed with the Securities and Exchange Commission on September 13, 2001.

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

50 Briar Hollow Lane
7th Floor, West Bldg.
Houston, Texas 77027
(Address of registrant's principal executive offices, including zip code)

SEITEL, INC. 2001 INDUCEMENT STOCK OPTION PLAN
SEITEL, INC. 2001 NON-OFFICER STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
AND CERTAIN EMPLOYMENT WARRANTS
(Full Title of Plans)


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

Carole R. Riggs
Campbell & Riggs, P. C.
1980 Post Oak Blvd.
Suite 2300
Houston, TX 77056-3810
(713) 621-6721

(cover page continued)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	750,000 (1)	(2)	$12,446,543	$3,112
Common Stock, par value $0.01 per share	1,250,000 (3)	(4)	$13,634,602	$3,409
Common Stock, par value $0.01 per share	150,000 (5)	(6)	$2,398,940	$600
Common Stock, par value $0.01 per share	150,000 (7)	$13.50	$2,025,000	$507
Common Stock, par value $0.01 per share	45,000 (8)	$15.75	$708,750	$178
Total			$31,213,835	$7,806

(1)	Issuable pursuant to the Seitel, Inc. 2001 Inducement Stock Option Plan.
(2)	Of the 750,000 shares of Common Stock registered hereby issuable under the Seitel, Inc. 2001 Inducement Stock Option Plan, 719,500 shares are issuable pursuant to options previously granted under the Plan at a weighted average exercise price of $16.84 per share. The proposed maximum offering price per share of the remaining 30,500 shares is $330,162.50, estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) on the basis of the average of the high and low price of the Registrant's common stock as reported on the New York Stock Exchange on September 7, 2001.
(3)	Issuable pursuant to the Seitel, Inc. 2001 Non-officer Stock Option Plan.
(4)	Of the 1,250,000 shares of Common Stock registered hereby issuable under the Seitel, Inc. 2001 Non-officer Stock Option Plan, 590,584 shares are issuable pursuant to options previously granted under the Plan at a weighted average exercise price of $11.00 per share. The proposed maximum offering price per share of the remaining 659,416 shares is $7,138,178.20, estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) on the basis of the average of the high and low price of the Registrant's common stock as reported on the New York Stock Exchange on September 7, 2001.
(5)	Issuable pursuant to the Non-employee Directors' Stock Option Plan.
(6)	Of the 150,000 shares of Common Stock registered hereby issuable under the Non-employee Directors' Stock Option Plan, 134,000 shares are issuable pursuant to options previously granted under the Plan at a weighted average exercise price of $16.61 per share. The proposed maximum offering price per share of the remaining 16,000 shares is $173,200, estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) on the basis of the average of the high and low price of the Registrant's common stock as reported on the New York Stock Exchange on September 7, 2001.
(7)	Issuable upon exercise of warrants granted to Messrs. Jay Silverman and Manuel Urquidi in connection with their employment by the Company.
(8)	Issuable upon exercise of warrants granted to Messrs. Michael Babbot, Paul Coward, and Conrad Lackner in connection with their employment by the Company.

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 from time to time by the selling stockholders listed in the prospectus of shares of Common Stock of the Company acquired upon the exercise of options granted under the Non-employee Directors' Stock Option Plan.

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

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

PROSPECTUS
(Form S-3)

SEITEL, INC.
150,000 Shares of Common Stock

          This prospectus relates to the sale of up to 150,000 shares of our common stock by the selling stockholders identified in this prospectus or in future prospectus supplements. The selling stockholders may sell their shares of common stock at the market price or at other prices as described in the "Plan of Distribution" section of this prospectus.

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

          OUR COMMON STOCK TRADES ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL "SEI" AND ON THE TORONTO STOCK EXCHANGE UNDER THE SYMBOL "OSL". On September 10, 2001, the closing price of the common stock on the New York Stock Exchange was $11.03 per share.

          The selling stockholders may acquire these shares of our common stock upon the exercise of options granted under our Non-employee Directors' Stock Option Plan (the "Plan").

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

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

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

The date of this prospectus is September 13, 2001.

TABLE OF CONTENTS

	Page
Risk Factors	2
Information We Incorporate By Reference	4
Where You Can Find More Information	4
Forward-Looking Information	5
Use of Proceeds	5
Selling Stockholders	5
Plan of Distribution	6
SEC Position on Certain Indemnification	7
Legal Matters	8
Experts	8

RISK FACTORS

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

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

          Our business could be adversely affected by low exploration, development and production spending by oil and gas companies and by low oil and gas prices.

          Our seismic business depends upon exploration, development and production spending by oil and gas companies. There can be no assurance that conditions will not deteriorate in the future as oil and gas prices fluctuate. Any decreases in oil and gas prices could result in decreased exploration, development and production spending by oil and gas companies. This could affect our seismic data business. Any future decline could also result in decreased revenues from our oil and gas exploration and production business.

          We invest significant amounts of money in acquiring and processing seismic data for our data library with only partial underwriting of the costs by customers.

          We invest significant amounts of money in acquiring and processing new seismic data to add to our data library, which is generally funded by current and future data licensing fees. The amounts of these future data licensing fees are uncertain and depend on a variety of factors, including the market prices of oil and gas, customer demand for seismic data in our library, availability of similar data from competitors and governmental regulations affecting oil and gas exploration. Many of these factors are beyond our control. In addition, the timing of these sales can vary greatly from period to period. Technological or regulatory changes or other developments could adversely affect the value of the data.

          Because our business is concentrated in the U.S. Gulf Coast and Canada, it could be adversely affected by developments in the oil and gas business that affect these areas.

          Most of the seismic data in our seismic data library covers areas along the U.S. Gulf Coast, offshore in the U.S. Gulf of Mexico or in Canada. Also, most of our existing interests in oil and gas properties are located along the coast of the U.S. Gulf of Mexico. Because of this geographic concentration, our results of operations could be adversely affected by events relating primarily to one of these regions even if conditions in the oil and gas industry worldwide were favorable. Some examples of possible events that would adversely affect the U.S. Gulf Coast region would be changes in governmental regulations adversely affecting offshore drilling in the U.S. Gulf of Mexico, shortages of drilling or other necessary equipment in this region, or increases in gas transportation costs from this region to the Northeastern U.S., where much of the gas produced in this region is consumed.

          The amounts we amortize from our data library each period may fluctuate, and these fluctuations can affect our reported results of operations.

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

          Drilling hazards and dry holes could affect our oil and gas activities.

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

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

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

          We may be required to record write-downs of our oil and gas properties because of low oil and gas prices or downward adjustments to our oil and gas reserves. Future write-downs would result in a charge to our earnings and possible losses.

          Under SEC oil and gas accounting rules, we may have to write down our oil and gas assets if oil and gas prices decline significantly or if we have significant downward adjustments to our oil and gas reserves. These write-downs would result in a charge to our earnings and possible losses, but would not impact cash flows from operating activities.

          Our debt agreements may limit our flexibility in responding to changing market conditions or in pursuing business opportunities.

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

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

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

          Extensive governmental regulation of our business affects our daily operations.

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

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

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

          Loss of key personnel could adversely affect our business.

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

INFORMATION WE INCORPORATE BY REFERENCE

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

--	our Annual Report on Form 10-K for the year ended December 31, 2000;
--	our Quarterly Reports on Form 10-Q for the three months ended March 31, 2001 and the three and six months ended June 30, 2001; and
--	the description of our common stock contained in our Registration Statement on Form 8-A, dated March 27, 1991 (Registration Number 0-14488).

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

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

WHERE YOU CAN FIND MORE INFORMATION

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

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

FORWARD-LOOKING INFORMATION

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

--	address activities, events or developments that we expect, believe, anticipate or estimate will or may occur in the future;
--	are based on assumptions and analyses that we have made and that we believe are reasonable under the circumstances when made; and
--	are based on many risks, uncertainties and other factors, most of which are beyond our control.

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

USE OF PROCEEDS

          We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders. We will, however, receive the exercise price of any options exercised. The options must be exercised before the selling stockholders can sell the shares obtained by the options. The exercise price of the options granted under the Plan are not, and will not be, less than the fair market value of our common stock at the time of such grant. We intend to use the proceeds from the exercise of the options for general corporate purposes.

SELLING STOCKHOLDERS

          This prospectus may be used by persons who are deemed to be affiliates of the Company to sell from time to time up to 134,000 shares of common stock issuable upon the exercise of options granted under our Non-employee Directors' Stock Option Plan. Set forth below is (i) the name of each selling shareholder and their position or relationship with the Company, (ii) the number of shares of common stock currently owned by each selling shareholder, (iii) the number of shares that may be offered by each selling shareholder under this prospectus, and (iv) the number of shares and percentage of the outstanding common stock that would be owned by each selling shareholder if all of the shares offered by this prospectus are sold. We obtained some of this information from the selling shareholders and other sources which we have not verified.

Name and Position	Number of Shares Beneficially Owned (1)	Number of Shares Offered (2)	Number of Shares Beneficially Owned After Offering (3)	Percent of Shares Outstanding After Offering (3)
Walter M. Craig, Director	51,468	6,000	45,468	*
William Lerner, Director	74,170	60,000	14,170	*
John E. Stieglitz, Director	64,085	50,000	14,085	*
Fred S. Zeidman, Director	32,200	18,000	14,200	*

*less than 1% of common stock outstanding.

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

          This prospectus may also be used by directors of the company for the resale of up to 16,000 shares of common stock that may be acquired upon the exercise of options still available for grant under the plan. If and when any such shares are sought to be offered for resale by selling stockholders, the number of shares of common stock beneficially owned by each selling stockholder, the number of shares acquired pursuant to the issuance of additional options under the plan, and the number of shares offered for resale pursuant to this prospectus will be indicated by prospectus supplement.

PLAN OF DISTRIBUTION

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

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

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

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

          The selling stockholders and any underwriters or broker-dealers that act in connection with the sale of shares might be deemed to be 'underwriters" within the meaning of Section 2(a)(l1) of the Securities Act. Commissions received by underwriters or broker-dealers and any profit on the resale of the shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against liabilities arising under the Securities Act.

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

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

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

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

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

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

SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION

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

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

LEGAL MATTERS

          The validity of the shares offered by this prospectus will be passed upon by Campbell & Riggs, P. C., 1980 Post Oak Blvd., Suite 2300, Houston, TX 77056-3810

EXPERTS

          Our consolidated financial statements included in our Form 10-K for the year ended December 31, 2000, have been audited by Ernst & Young LLP, independent public accountants, as set forth in their report incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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

          Some of the information regarding our oil and gas reserves that we have incorporated by reference into this prospectus is derived from a reserve report dated December 31, 2000, prepared by Garb Grubbs Harris & Associates, Inc. We have included this information in reliance upon Garb Grubbs Harris & Associates, Inc. as experts with respect to these 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.          Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

          2.          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, 2000.

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

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

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

Item 4:          Description of Securities.

          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.

          Section 102(b)(7) of the General Corporation Law provides, in general, that a corporation may eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director other than (i) any breach of such director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law (dealing with the payment of unlawful dividends, stock purchases or redemptions), or (iv) any transaction in which the director derived an improper personal benefit.

          Article Eight of the Company's Certificate of Incorporation and Article Six of the Company's Bylaws limit the personal liability of a director as permitted by the General Corporation Law and give a director or officer the right to be indemnified by the Company to the fullest extent permitted under Delaware law.

Item 7:          Exemption From Registration Claimed.

          Not applicable.

Item 8:          Exhibits.

          The following exhibits are filed as part of this Registration Statement:

4.1	Seitel, Inc. 2001 Inducement Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001).
4.2	Seitel, Inc. 2001 Non-officer Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001).
4.3	Form of Employment Warrants.
4.4	Non-employee Directors' Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994).
5.1	Opinion of Campbell & Riggs, P. C.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Arthur Andersen LLP.
23.3	Consent of Garb Grubb Harris & Associates, Inc.
23.4	Consent of Campbell & Riggs, P. C. (included in Exhibit 5.1).
24.1	Power of Attorney (included on Signature Page).

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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

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

          (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 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 13^th day of September, 2001.

	SEITEL, INC.
BY:	/s/ Paul A. Frame
	PAUL A. FRAME, President

          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 purpos es 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 13, 2001.

Signature	Title
/s/ Herbert M. Pearlman
HERBERT M. PEARLMAN	Chairman of the Board of Directors
/s/ Paul A. Frame
PAUL A. FRAME	President, Chief Executive Officer and Director
	(Principal Executive Officer)
/s/ Debra D. Valice
DEBRA D. VALICE	Executive Vice President, Chief Financial Officer
	and Director
	(Principal Financial Officer)
/s/ Marcia H. Kendrick
MARCIA H. KENDRICK	Chief Accounting Officer
	(Principal Accounting Officer)
/s/ Walter M. Craig, Jr.
WALTER M. CRAIG, JR.	Director
/s/ Fred S. Zeidman
FRED S. ZEIDMAN	Director
/s/ John E. Stieglitz
JOHN E. STIEGLITZ	Director
/s/ William Lerner
WILLIAM LERNER	Director

EXHIBIT INDEX

No.	Document
4.1	Seitel, Inc. 2001 Inducement Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001)
4.2	Seitel, Inc. 2001 Non-officer Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001)
4.3	Form of Employment Warrants
4.4	Non-employee Directors' Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994)
5.1	Opinion of Campbell & Riggs, P. C.
23.1	Consent of Ernst & Young LLP
23.2	Consent of Arthur Andersen LLP
23.3	Consent of Garb Grubb Harris & Associates, Inc.
23.4	Consent of Campbell & Riggs, P. C. (included in Exhibit 5.1)
24.1	Power of Attorney (included on Signature Page)

EX-23.1

 EXHIBIT 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) pertaining to the Seitel, Inc. 2001 Inducement Stock Option Plan, the Seitel, Inc. 2001 Non-Officer Stock Option Plan, the Non-employee Directors' Stock Option Plan and Certain Employment Warrants of Seitel, Inc. and to the incorporation by reference therein of our report dated March 16, 2001, with respect to the consolidated financial statements of Seitel, Inc. included in its Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP                          

Houston, Texas

September 10, 2001

EX-23.2

EXHIBIT 23.2

Exhibit 23.2

Consent of Arthur Andersen LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 25, 2000 included in Seitel, Inc.'s Form 10-K for the year ended December 31, 2000, and to all references to our Firm included in this registration statement.

/s/ Arthur Andersen LLP
Houston, Texas

September 10, 2001

EX-23.3

EXHIBIT 23.3

Exhibit 23.3

Garb Grubbs Harris & Associates, Inc.
International Petroleum Consultants
5310 Harvest Hill road, Suite 160
Dallas, Texas 75230-5805
 
September 10, 2001
CONSENT OF EXPERT

 
Ms. Debra Valice
Seitel, Inc.
50 Briar Hollow Lane
7^th Floor West
Houston, TX 77027
Dear Ms. Valice:

Garb Grubbs Harris & Associates, Inc., petroleum consultants, hereby consent to the incorporation by reference in any registration statement or other document filed with the Securities and Exchange Commission by Seitel, Inc., our reserve report dated December 31, 2000, and to all references to our firm included therein.

Garb Grubbs Harris & Associates, Inc.
By:	/s/ Ronald L. Grubbs
	-----------------------------------------------------
Name:	Ronald L. Grubbs
Title:	Chief Executive Officer
Dallas, Texas
September 10, 2001

EX-4.3

EXHIBIT 4.3

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COUNSEL OF SEITEL, INC., THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR THE RULES AND REGULATIONS THEREUNDER IS AVAILABLE WITH RESPECT TO THE PROPOSED SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.

Seitel, Inc.
Common Stock Purchase
Warrant Certificate
TO PURCHASE
SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M., HOUSTON, TEXAS
LOCAL TIME ON _____
Date of Grant: _____
Certificate No. _____

     This Warrant Certificate certifies that is the registered holder ("Holder") of Common Stock Purchase Warrants (the "Warrants") to purchase shares of the $.01 par value common stock, ("Common Stock") of SEITEL, INC., a Delaware corporation (the "Company").

Each Warrant enables the Holder to purchase from the Company with respect to (a) one-third of the shares at any time on and after the first anniversary of the grant date set forth above, (b) an additional one-third of the shares on and after the second anniversary of the grant date set forth above, and (c) an additional one-third of the shares on and after the third anniversary of the grant date set forth above, and until 5:00 p.m., Houston, Texas, local time on ________, one fully paid and non-assessable share of Common Stock ("Share") upon presentation and surrender of this Warrant Certificate and upon payment of the purchase price of $_____per Share. Payment shall be made in lawful money of the United States of America by certified check payable to the Company at its principal office at 50 Briar Hollow Lane, West, 7th Floor, Houston, Texas, 77027. As hereinafter provided, the purchase price and number of Shares purchasable upon the exercise of the Warrants are subject to modification or adjustment upon the happening of certain events.

     FOR ALL OTHER PURPOSES STATED HEREIN, THE COMPANY MAY DEEM AND TREAT THE PERSON IN WHOSE NAME THIS WARRANT CERTIFICATE IS REGISTERED AS THE ABSOLUTE TRUE AND LAWFUL OWNER HEREOF FOR ALL PURPOSES WHATSOEVER.

1.     Upon surrender to the Company, this Warrant Certificate may be exchanged for another Warrant Certificate or Warrant Certificates evidencing a like aggregate number of Warrants. If this Warrant Certificate shall be exercised in part, the Holder shall be entitled to receive upon surrender hereof another Warrant Certificate or Warrant Certificates evidencing the number of Warrants not exercised.

2.     No Holder shall be deemed to be the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose nor shall anything contained herein be construed to confer upon the Holder any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or to give or withhold consent to any corporate action (whether upon any reorganization, issuance of stock, reclassification or conversion of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings or to receive dividends or subscription rights or otherwise until a Warrant shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become issuable.

3.     Each Holder consents and agrees with the Company and any other Holder that:

A.     this Warrant Certificate is exercisable in whole or in part by the Holder in person or by attorney duly authorized in writing at the principal office of the Company.

B.     anything herein to the contrary notwithstanding, in no event shall the Company be obligated to issue Warrant Certificates evidencing other than a whole number of Warrants or issue certificates evidencing other than a whole number of Shares upon the exercise of this Warrant Certificate; provided, however, that the Company shall pay with respect to any such fraction of a Share an amount of cash based upon the current public market value (or book value, if there shall be no public market value) for Shares purchasable upon exercise hereof, as determined in accordance with subparagraph I of Section 10 hereof; and

C.     the Company may deem and treat the person in whose name this Warrant Certificate is registered as the absolute true and lawful owner hereof for all purposes whatsoever.

4.     The Company shall maintain books for the transfer and registration of Warrants. Upon the transfer of any Warrants, the Company shall issue and register the Warrants in the names of the new Holders. The Warrants shall be signed manually by the Chairman, Chief Executive Officer, President or any Vice President and the Secretary (or Assistant Secretary) of the Company. The Company shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Company for such purpose upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any transfer, a new Warrant Certificate shall be issued to the transferee and the surrendered Warrants shall be canceled by the Company. Warrants may be exchanged at the option of the Holder, when surrendered at the office of the Company, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggrega te the right to purchase a like number of Shares. Subject to the terms of this Warrant Certificate, upon such surrender and payment of the purchase price, the Company shall issue and deliver with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Shares as of the date of the surrender of such Warrants and payment of the purchase price; provided, however, that if, at the date of surrender and payment, the transfer books of the Shares shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such S hares; provided, further, however, that such transfer books, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders, either as an entirety or from time to time for part only of the Shares.

5.     The Company will pay any documentary stamp taxes attributable to the initial issuance of the Shares issuable upon the exercise of the Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Shares in a name other than that of the Holder in respect of which such Shares are issued, and in such case the Company shall not be required to issue or deliver any certificate for Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company's satisfaction that such tax has been paid.

6.     In case the Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company may, in its discretion, issue and deliver in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate, lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction and an indemnity, if requested, also satisfactory to it.

7.     The Company warrants that there have been reserved, and covenants that at all times in the future it shall keep reserved, out of the authorized and unissued Common Stock, a number of Shares sufficient to provide for the exercise of the rights or purchase represented by this Warrant Certificate. The Company agrees that all Shares issuable upon exercise of the Warrants shall be, at the time of delivery of the certificates for such Shares, validly issued and outstanding, fully paid and non-assessable and that the issuance of such Shares will not give rise to preemptive rights in favor of existing shareholders.

8.     As used herein, the term "Exercise Rate" shall mean the number and kind of shares of capital stock of the Company which the Holder of this Warrant shall be entitled from time to time to receive for each $1,000.00 of warrant exercise payment. Unless and until an adjustment thereof shall be required as hereinafter provided, the Exercise Rate shall be _____shares of Common Stock.

9.     The term "Exercise Price" shall mean the price obtained by dividing $1,000.00 by the number of shares constituting the Exercise Rate in effect at the time for such amount.

10.     The Exercise Rate in effect any time shall be subject to adjustment as follows:

A.     Whenever the Company shall (i) pay a dividend on Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) any shares, the Exercise Rate in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Warrant exercising it after such time shall be entitled to receive the total number and kind of shares which bear the same proportion to the total issued and outstanding Common Stock of the Company immediately after such time as the proportion he would have owned and have been entitled to receive immediately prior t o such time.

B.     Whenever the Company shall issue any shares of Common Stock other than:

(i)     shares issued in a transaction described in subparagraph H of this Paragraph 10; and

(ii)     shares issued upon exercise or conversion of securities of the type referred to in subparagraphs E and F of this Paragraph 10 or shares issued, subdivided or combined in transactions described in subparagraph (A) of this Paragraph 10 if and to the extent that the Exercise Rate shall have been previously adjusted pursuant to the terms of this subparagraph (B) or subparagraph (A) of this Paragraph 10 as a result of the issuance, subdivision or combination of such securities;

at a price per share which is less than the current public market value of a share of Common Stock, the Exercise Rate in effect immediately prior to such issuance shall be adjusted by multiplying such Exercise Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of additional shares of Common Stock so issued, and the denominator of which shall be the number of Shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock which the fair value of the consideration received by the Company for the total number of additional shares so issued would purchase at a price equal to the current public market value.

C.     Whenever the Company shall pay a dividend or make a distribution (other than in a transaction which results in an equivalent adjustment pursuant to other subparagraphs of this Paragraph 10) generally to holders of its Common Stock or evidences of its indebtedness or assets (excluding dividends paid in, or distributions of cash to the extent of current income or earned surplus of the Company), or securities of the Company, or rights to subscribe for or purchase securities of the Company, the Exercise Rate in effect immediately prior to such distribution shall be adjusted by multiplying such Exercise Rate by a fraction, the numerator of which shall be the then current public market value, if any, per share of the Common Stock receiving such dividend or distribution or, if there shall be no such current public market value, then the book value per share as of the close of the month preceding such distribution, and the denominator of which shall be the numerator less the fair market value of the portion of the assets, or the evidences of indebtedness or rights, so distributed which is applicable to each such share; provided, however, if as a result of such adjustment the Exercise Price would be a negative figure, such adjustment shall be modified so that the Exercise Price after such adjustment is $.01 per share.

D.     Whenever the Company shall issue by reclassification of its shares of Common Stock any shares of stock, the Exercise Rate in effect immediately prior to such issuance shall be proportionately adjusted so that the Holder of this Warrant exercising it after such time shall be entitled to receive, the number and kind of shares which, when added to the number of shares of such kind exercisable hereunder prior to such issue, would entitle the Holder hereof, upon the exercise hereof in full, to purchase an amount of shares of such kind which bears the same proportion to the total issued and outstanding capital stock of the Company as the proportion he would have owned and have been entitled to receive immediately prior to such issue. In the event that at any time, as a result of an adjustment made pursuant to this paragraph 10, the Holder of this Warrant shall become entitled upon exercise thereof to receive any shares of the Company other than shares of its Commo n Stock, then thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Paragraph 10 in the respect of the Common Stock.

E.     For purposes of the adjustments provided for in the foregoing subparagraphs of this Paragraph 10, if at any time, the Company shall issue any rights or options for the purchase of, or stock or other securities convertible into Common Stock, (such convertible stock or securities being herein referred to as "Convertible Securities") the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the amount of cash and fair value of other consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such options or rights, the minimum amounts of cash and fair value of other consideration, if any, payable to the Company upon the exercise of such options or rights and, in the case of Convertible Securities, the minimum amounts of cash and fair value of other consideration, if any, payable, to the Company.

F.     For purposes of the adjustment provided for in subparagraph B above, if at any time the Company shall issue any rights or options for the purchase of Convertible Securities, the Company shall be deemed to have issued at the time of the issuance of such rights or options the maximum number of shares of Common Stock issuable upon conversion of the total amount of Convertible Securities covered by such rights or options and to have received as consideration for the issuance of such shares an amount equal to the amount of cash and the amount of fair value of other consideration, if any, received by the Company for the issuance of such rights or options, plus the minimum amounts of cash and fair value of other consideration, if any, payable to the Company upon the exercise of such rights or options and payable to the Company on conversion of such Convertible Securities.

G.     Anything in subparagraph E or F above to the contrary notwithstanding, whenever the Company shall issue any shares (other than on exercise of this Warrant) upon exercise of any rights or options or upon conversion of any Convertible Securities and if the Exercise Rate shall not previously have been adjusted upon the issuance of such rights, options or Convertible Securities, the computation described in subparagraph B above shall be made and the Exercise Rate adjusted in accordance with the provisions thereof (the shares so issued being deemed for purposes of such computation to have been issued at a price per share equal to the amount of cash and fair value of other consideration, if any, properly attributable to one such share received by the Company upon issuance and exercise of such rights or options or sale and conversion of such Convertible Securities (and upon issuance of any rights or options pursuant to which such Convertible Securities may have bee n sold).

H.     Anything in this Paragraph 10 to the contrary notwithstanding, no adjustment in the Exercise Rate or Exercise Price shall be made in connection with:

(i)     Convertible Securities issued pursuant to the Company's qualified or non-qualified Employee Stock Option Plans or any other bona fide employee benefit plan or incentive arrangement, adopted or approved by the Company's Board of Directors or shares of Common Stock issued pursuant to the exercise of any rights or options granted pursuant to said plans or arrangements (but only to the extent that the aggregate number of shares excluded by the Clause (i) and issued after the date hereof shall not exceed 15% of the Company's Common Stock outstanding at the time of any such issuance); and

(ii)     The issuance of any shares of Common Stock pursuant to the exercise of Convertible Securities outstanding as of the date hereof including without limitation, the conversion of any Warrant issued in the same placement of securities pursuant to which this Warrant was issued by the Company.

I.     For purposes of this Paragraph 10, the current public market value of a share of Common Stock on any date shall be deemed to be the arithmetical average of the following prices for such of the thirty (30) business days immediately preceding such day as shall be available: (i) for any of the such days on which the Common Stock shall be listed on a national securities exchange, the last sale price on such day or, if there shall have been no sale on such day, the average of the closing bid and asked prices on such exchange on such day, or (ii) for any of such days on which the Common Stock shall not be listed on a national securities exchange but shall be included in the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the average of the closing bid and asked prices on such day quoted by brokers and dealers making a market in NASDAQ, furnished by any member of the New York Stock Exchange selected by the Company for that purpose, or (iii) for any of such days on which the Common Stock shall not be so listed on a national securities exchange or included in NASDAQ but shall be quoted by three brokers regularly making a market in such shares in the over-the-counter market, the average of the closing bid and asked prices on such day, furnished by any member of the New York Stock Exchange selected by the Company for that purpose, or (iv) for any days on which the information described in items (i), (ii) or (iii) above is unavailable, the book value per share of the Common Stock as determined in accordance with generally accepted accounting principles; provided, however, in its discretion the Board may make an appropriate reduction in the "current public market value" based upon any applicable trading restrictions to particular shares of Common Stock.

J.     Anything in this Paragraph 10 to the contrary notwithstanding, no adjustment in the Exercise Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in such rate; provided, however, that any adjustments which by reason of this subparagraph J are not required to be made shall be carried forward and taken into account in making subsequent adjustments. All calculations under the Paragraph 10 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

K.     No adjustment in the Exercise Rate shall be made for purposes of subparagraphs B and C of this Paragraph 10 if such adjustment would result in an increase in such Exercise Price or decrease in the Exercise Rate except that, in the case of any Convertible Securities in respect of which an adjustment has previously been made under subparagraph B above and which has expired or otherwise been canceled without exercise of the rights or options evidenced thereby, such previous adjustment shall be reversed.

L.     Before taking any action which could cause an adjustment pursuant to this Paragraph 10 reducing the Exercise Price per share below the then par value (if any) of the shares covered hereby, the Company will take any corporate action which may be necessary in order that the Company may validly and legally issue at the Exercise Price as so adjusted shares that are fully paid and non-assessable.

M.     The number of shares of capital stock of the Company outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of such shares for the purposes of this Paragraph 10.

N.     If any event occurs as to which the other provisions of this Paragraph 10 are not strictly applicable but the lack of any adjustment would not fairly protect the purchase rights of the Holder of this Warrant in accordance with the basic intent and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder of this Warrant in accordance with the basic intent and principles of such provisions, then the Company shall appoint a firm of independent certified public accountants (which shall not be the regular auditors of the Company) of recognized national standing, which shall give their opinion upon the adjustment, if any, on a basis consistent with the basic intent and principles established in the other provisions of this Paragraph 10, necessary to preserve, without dilution, the exercise rights of the registered Holder of this Warrant. Upon receipt of such opinion, the Company shall forthwith make the ad justments described therein. In taking any action or making any determination pursuant to the provisions of this Section 10, the Company and its Board of Directors shall, at all times, exercise reasonable judgment and act in good faith.

O.     Upon any adjustment of any Exercise Rate, then and in each such case, the Company shall promptly deliver a notice to the registered Holder of this Warrant, which notice shall state the Exercise Price and Exercise Rate resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise hereof, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

P.     In the case of the issuance of shares of Common Stock or Convertible Securities for a consideration in whole or in part, other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (regardless of accounting treatment thereof); provided, however, that if such consideration consists of the cancellation of debt issued by the Company the consideration shall be deemed to be the amount the Company received upon issuance of such debt (gross proceeds) plus accrued interest and, in the case of original issue discount or zero coupon indebtedness, accreted value to the date of such cancellation, but not including any premium or discount at which the debt may then be trading or which might otherwise be appropriate for such class of debt;

Q.     The Company shall not issue any shares of its capital stock (other than Common Stock) at or for consideration which is less than fair value determined by the Board of Directors of the Company in light of all circumstances surrounding such issuance.

11. In the case:

A.     The Company shall declare any dividend or distribution on its Common Stock (or on any other shares which the Holder of this Warrant may become entitled to receive upon exercise hereof); or

B.     The Company shall authorize the issuance to holders of its Common Stock (or on any other shares which the Holder of this Warrant may become entitled to receive upon exercise hereof) any subscription rights or warrants; or

C.     Of any subdivision, combination or reclassification of shares of Common Stock of the Company (or any shares of the Company which are subject to this Warrant), or of any proposed consolidation or merger to which the Company is to be a party and for which the approval of any shareholders of the Company is required, or of the proposed sale or transfer of all or substantially all of the assets of the Company; or

D.     Of the proposed voluntary or involuntary dissolution, liquidation, or winding up of the Company; or

E.     The Company proposes to effect any transaction not specified above which would require an adjustment of the Exercise Rate pursuant to Paragraph 10 hereof;

then the Company shall cause to be mailed to Holders of this Warrant, at least ten (10) days prior to the applicable record or other date hereinafter specified, a notice describing such transaction in reasonable detail, specifying the character, amount and terms of all securities and the amounts of cash and other property, if any, involved in such transaction and stating (i) the date as of which the holders of Common Stock (or any such other shares) of record to be entitled to receive any such dividend, distribution, rights, or warrants is to be determined, or (ii) the date of which any such subdivision, combination, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, winding up, or other transaction is expected to become effective, and the date as of which it is expected that holders of Common Stock (or any such other shares) of record shall be entitled to exchange the same for securities or other property, if any, deliverable upon such transaction.

12.The Company covenants and agrees that it will not merge or consolidate with or into or sell or otherwise transfer all or substantially all of its assets to any other corporation or entity unless at the time of or prior to such transaction such other corporation or other entity shall expressly assume all of the liabilities and obligations of the Company under this Warrant and (without limiting the generality of the foregoing) shall expressly agree that the Holder of this Warrant shall thereafter have the right (subject to subsequent adjustment as nearly equivalent as practicable to the adjustments provided for in Paragraph 10 of this Warrant) to receive upon the exercise of this Warrant the number and kind of shares of stock and other securities and property receivable upon such transaction by a Holder of the number and kind of shares which would have been receivable upon the exercise of this Warrant immediately prior to such transactions.

13.     The Holder of this Warrant Certificate, each transferee hereof and any holder and transferee of any Shares, by his acceptance thereof, agrees that (i) no public distribution of Warrants or shares will be made in violation of the Act, and (ii) during such period as the delivery of a prospectus with respect to Warrants or Shares may be required by the Act, no public distribution of Warrants or Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Act and in compliance with all applicable state securities laws. The Holder of this Warrant Certificate and each transferee hereof further agrees that if any distribution of any of the Warrants or Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after submission to the Company of an opinion of counsel, reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed distribution will not be in violation of the Act or of applicable state law. Furthermore, it shall be a condition to the transfer of the Warrants that any transferee thereof deliver to the Company his written agreement to accept and be bound by all of the terms and conditions contained in this Warrant Certificate.

14.     This Warrant Certificate shall be exercisable only during the continuance of the Holder's employment at the Company or its subsidiaries, except that:

a.     If the Holder ceases to be an employee at the Company (or a subsidiary of the Company) for any reason other than by death or disability, this Warrant Certificate may be exercised by Holder, to the extent that it was exercisable at the date of termination, at any time within three months after the date Holder ceases to be an employee, but not later than _____ except that, in case of his death or disability within that three-month period, this Warrant Certificate may be exercised as provided in subparagraph (b) below.

b.     If the Holder dies or becomes disabled during employment or within the three-month period referred to in subparagraph (a) above, this Warrant Certificate may be exercised, to the extent that it was exercisable by the Holder at the date of:

(i) death, by the person or persons to whom Holder's rights under this Warrant Certificate pass by will or by the laws of descent and distribution or

(ii) disability, by the Holder's legal representative,

     at any time within one year after the date of Holder's death or disability, but not later than _____.

     The determination by the Company's Board of Directors of the reason for termination of the Holder's employment shall be binding and conclusive on the Holder.

WITNESS the following signatures as of _____.

                              SEITEL, INC.

                              By:___________________________________

                                   Paul A. Frame          
                                   Chief Executive Officer

Accepted:

 _______________________________

PURCHASE FORM

TO: SEITEL, INC.                                                                                DATE:               

     The undersigned hereby irrevocably elects to exercise the attached Warrant Certificate No. _____, to the extent of __________ shares of Common Stock, $.01 par value per share of SEITEL, INC., and hereby makes payment of ____________ in payment of the aggregate exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:      

Address:                                        

           By:                                 

EX-5.1

 EXHIBIT 5.1

Exhibit 5.1

September 13, 2001

 
Seitel, Inc.
50 Briar Hollow Lane
7^th Floor West
Houston, Texas 77027

Ladies and Gentlemen:

         We have acted as counsel for Seitel, Inc. (the "Company") in connection with the registration statement on Form S-8 of the Company (the "Registration Statement"), which is being filed on or about the date hereof by the Company with the Securities and Exchange Commission under the Securities Act of 1933 (as amended, the "Act"), for the registration under the Act of 2,345,000 shares (the "Shares") of common stock, par value $0.01 per share, of the Company ("Common Stock") to be issued by the Company under (i) the Seitel, Inc. 2001 Inducement Stock Option Plan (the "Inducement Plan"), upon exercise of options issued thereunder, (ii) under the Seitel, Inc. 2001 Non-Officer Stock Option Plan (the "Non-Officer Plan"), upon exercise of options issued thereunder, (iii) the Non-Employee Directors' Stock Option Plan (the "Non-Employee Plan"), upon the exercise of options issued thereunder (the Inducement Plan, the Non-Officer Plan, and the Non-Employee Plan referre d to collectively as the "Plans"), and (iv) warrants granted to Jay Silverman, Manuel Urquidi, Michael Babbot, Paul Coward and Conrad Lackner in connection with their employment by the Company (the "Employment Warrants").

         In the capacity as counsel for the Company, we have familiarized ourselves with the Certificate of Incorporation of the Company, as amended, and the Bylaws of the Company, as amended. We have examined all statutes and other records, instruments and documents pertaining to the Company that we have deemed necessary to examine for the purpose of this opinion.

         Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued in accordance with the terms of the Plans and the Employment Warrants will, upon receipt of the exercise price therefore, be validly issued, fully paid, and nonassessable.

         We are members of the Bar of the State of Texas and we do not express an opinion herein concerning any other law other than the laws of the State of Texas, the federal law of the United States, and the Delaware General Corporation Law.

         We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

                                                               Very truly yours,

                                                               CAMPBELL & RIGGS, P.C.

                                                               By: /s/ Carole R. Riggs

                                                                        Carole R. Riggs

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