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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2005 (August 10, 2005)

SEITEL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

0-14488

(Commission File Number)

76-0025431

(IRS Employer Identification No.)

10811 S. Westview Circle
Building C, Suite 100
Houston, Texas 77043

(Address of Registrant's principal executive offices)

(713) 881-8900

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

≅ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

≅ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

≅ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

≅ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

Seitel, Inc. (the "Company") hereby incorporates by reference into this Item 2.02 the press release issued by the Company on August 10, 2005 with respect to its financial results for the second quarter and six months ended June 30, 2005. The press release is furnished as Exhibit 99.1.

The earnings release includes non-GAAP financial measures, cash resales and cash margin, and the related reconciliations to total revenue and operating loss, respectfully, the most directly comparable GAAP measures.

Management uses these non-GAAP financial measures because they provide meaningful information to assist in the evaluation and management of the Company's operations. Volatility in the trend for cash resales over several consecutive quarters could indicate changing market conditions. Cash margin is helpful in determining the level of cash from operations available for debt service and capital expenditures (net of customer underwriting). These non-GAAP financial measures are intended to supplement the Company's presentation of its financial results prepared in accordance with GAAP. Such measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies.

The information in this Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

99.1 Press Release dated August 10, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 10, 2005 SEITEL, INC.

By: /s/ Robert D. Monson

Robert D. Monson

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated August 10, 2005.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Robert Monson, President and CEO

713-881-2816

SEITEL ANNOUNCES SECOND QUARTER RESULTS

Record Second Quarter Cash Resales

HOUSTON, August 10, 2005 - Seitel, Inc. (OTC Bulletin Board: SELA), a leading provider of seismic data to the oil and gas industry, today reported revenue of $36.0 million for the second quarter ended June 30, 2005, compared to revenue of $35.1 million for the second quarter of 2004. Revenue for the six months was $83.3 million compared to $76.4 million for the six-month period last year. Total seismic data resales from the data library in the 2005 second quarter were $31.0 million, an increase of 14 percent over the same period last year. The cash resale revenue was at the highest level compared to Seitel's prior second quarters, improving 10 percent from the same period in 2004 to $21.0 million. Total seismic data resales were $64.8 million for the first six months of 2005 compared to $48.1 million in the 2004 six-month period. The increased resale revenue was partially offset by a decrease in acquisition revenue due to a delay in one of the company's new seismic acquisition programs and a reduction in new data acquisition to allow for cash purchases of data.

"This is the third consecutive quarter of year-on-year improvement in cash resales from our data library," stated Rob Monson, chief executive officer of Seitel. "We believe our clients are pursuing more exploration initiatives as a result of growing confidence that existing commodity prices are sustainable. We are seeing more interest in older US 2D data in undeveloped areas where 3D does not yet exist and are continuing to experience healthy activity in our core 3D data base. We believe we are well positioned to respond to continued growth in our sector."

Operating income of $4.9 million in the 2005 second quarter was $2.0 million higher than 2004, primarily due to higher revenue and lower amortization resulting from the effects of the level of revenue recognized on data with fully amortized costs. Operating income for the 2005 six-month period was $10.9 million compared to $11.5 million in the prior year. This decrease was primarily due to higher amortization costs of $8.5 million, the majority of which was associated with a change in the accounting data life from seven to four years effective July 1, 2004, partially offset by higher revenue.

For the second quarter, the company reported a net loss of $0.7 million, less than one cent per share, compared to a net loss of $4.7 million, or $0.18 per share for the second quarter of 2004. For the six months, the company reported a net loss of $0.8 million, or $0.01 per share, compared to a net loss of $5.9 million, or $0.23 per share for the same period of 2004.

CONFERENCE CALL

Seitel will broadcast live via the Internet second quarter results for 2005 on Thursday, August 11 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To listen to the Webcast, log on to the company's Website at http://www.seitel-inc.com/investorrelations.asp and click on the 2005 Q2 Earnings Webcast link. A replay of the Webcast will be available on the investor relations page of the company's Website within 24 hours of the call. To dial in for the call, dial 866-272-9941, passcode Seitel. The call will also be available for replay for 30 days by dialing 888-286-8010, passcode 53735525.

ABOUT SEITEL

Seitel is a leading provider of seismic data and related geophysical services to the oil and gas industry in North America. Seitel's products and services are used by oil and gas companies to assist in the exploration for and development and management of oil and gas reserves. Seitel has ownership in an extensive library of proprietary onshore and offshore seismic data that it has accumulated since 1982 and that it offers for license to a wide range of oil and gas companies. Seitel believes that its library of onshore seismic data is one of the largest available for licensing in the United States and Canada. Seitel's seismic data library includes both onshore and offshore three-dimensional (3D) and two-dimensional (2D) data and offshore multi-component data. Seitel has ownership in more than 34,000 square miles of 3D and approximately 1.1 million linear miles of 2D seismic data concentrated primarily in the major North American oil and gas producing regions. Seitel markets its seismic data to over 1,300 customers in the oil and gas industry, and it has license arrangements with more than 1,000 customers.

Statements in this release about the future outlook related to Seitel involve known and unknown risks and uncertainties, which may cause Seitel's actual results to differ materially from expected results. While Seitel believes its forecasting assumptions are reasonable, there are factors that are hard to predict and influenced by economic and other conditions that are beyond Seitel's control. Other important factors which could cause actual results to differ materially from those in the forward-looking statements are detailed in Seitel's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, a copy of which may be obtained from Seitel without charge.

(Tables to follow)

The following table summarizes the components of Seitel's revenue for the three and six months ended June 30, 2005 and 2004 (in thousands):

		Three months ended						Six months ended
		June 30,						June 30,
		2005			2004			2005			2004


Acquisition revenue:
Cash underwriting	$	3,110		$	6,650		$	15,142		$	24,011
Underwriting from non-monetary exchanges		310			26			697			1,838
Total acquisition revenue		3,420			6,676			15,839			25,849
Licensing revenue:
New resales for cash		21,020			19,096			45,232			37,325
Non-monetary exchanges		6,236			5,858			6,841			8,938
Deferral of revenue		(12,057	)		(9,636	)		(24,724	)		(23,991	)
Selections of data		15,788			11,818			37,413			25,779
Total resale revenue		30,987			27,136			64,762			48,051
Solutions and other		1,554			1,284			2,666			2,460
Total revenue	$	35,961		$	35,096		$	83,267		$	76,360

The following table shows cash margin (defined as cash resales plus all other cash revenues other than from data acquisitions, less cash selling, general and administrative expenses and costs of goods sold) and the reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure, operating loss, for the three and six months ended June 30, 2005 and 2004 (in thousands):

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2005			2004			2005			2004
Cash margin	$	15,613		$	12,485		$	33,232		$	23,362
Add (subtract) other revenue components not
included in cash margin:
Acquisition revenue		3,420			6,676			15,839			25,849
Non-monetary exchanges		6,236			5,858			6,841			8,938
Deferral of revenue		(12,057	)		(9,636	)		(24,724	)		(23,991	)
Selections of data		15,788			11,818			37,413			25,779
Less:
Depreciation and amortization		(23,665	)		(24,339	)		(56,922	)		(48,422	)
Non-cash operating expenses		(406	)		-			(760	)		-
Operating income, as reported	$	4,929		$	2,862		$	10,919		$	11,515

(more)

SEITEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

		(Unaudited)
		June 30,			December 31,
		2005			2004
ASSETS
Cash and equivalents	$	47,764		$	43,285
Restricted cash		83			162
Receivables
Trade, net		32,319			41,164
Notes and other, net		1,313			2,149
Net seismic data library		130,701			151,230
Net property and equipment		9,562			11,077
Oil and gas operations held for sale		185			223
Investment in marketable securities		39			33
Prepaid expenses, deferred charges and other		15,267			14,159
Deferred income taxes		1,210			-


TOTAL ASSETS	$	238,443		$	263,482


LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities	$	23,657		$	30,472
Oil and gas operations held for sale		27			28
Debt
Senior Notes		185,036			188,726
Notes payable		478			697
Obligations under capital leases		4,377			5,294
Deferred income taxes		-			606
Deferred revenue		40,928			53,488
TOTAL LIABILITIES		254,503			279,311


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; authorized
5,000,000 shares; none issued		-			-
Common stock, par value $.01 per share; authorized
400,000,000 shares; issued and outstanding
152,257,111 at June 30, 2005 and 151,414,143
at December 31, 2004		1,523			1,514
Additional paid-in capital		236,590			235,081
Retained deficit		(255,225	)		(254,384	)
Deferred compensation - restricted stock		(1,883	)		(1,125	)
Notes receivable from officers and employees
for stock purchases		(9	)		(21	)
Accumulated other comprehensive income		2,944			3,106
TOTAL STOCKHOLDERS' DEFICIT		(16,060	)		(15,829	)


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	238,443		$	263,482

(more)

SEITEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands except per share amounts)

		Three Months Ended June 30,
		2005			2004


REVENUE	$	35,961		$	35,096



EXPENSES
Depreciation and amortization		23,665			24,339
Cost of sales		49			135
Selling, general and administrative expenses		7,318			7,760
		31,032			32,234


INCOME FROM OPERATIONS		4,929			2,862


Interest expense, net		(6,029	)		(5,320	)
Foreign currency exchange losses		(625	)		(723	)
Loss on sale of security		(11	)		-
Reorganization items		-			(1,885	)


Loss from continuing operations before income taxes		(1,736	)		(5,066	)


Benefit for income taxes		(1,039	)		(395	)


Loss from continuing operations		(697	)		(4,671	)


Income from discontinued operations		2			9


NET LOSS	$	(695	)	$	(4,662	)


Basic and diluted income (loss) per share:
Loss from continuing operations	$	-		$	(.18	)
Income from discontinued operations		-			-
Net loss	$	-		$	(.18	)


Weighted average number of common and
common equivalent shares - basic and diluted		152,276			25,376

(more)

SEITEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands except per share amounts)

		Six Months Ended June 30,
		2005			2004


REVENUE	$	83,267		$	76,360


EXPENSES
Depreciation and amortization		56,922			48,422
Cost of sales		88			209
Selling, general and administrative expenses		15,338			16,214
		72,348			64,845


INCOME FROM OPERATIONS		10,919			11,515


Interest expense, net		(11,979	)		(10,268	)
Foreign currency exchange losses		(817	)		(808	)
Loss on sale of security		(11	)		-
Reorganization items		-			(6,032	)


Loss from continuing operations before income taxes		(1,888	)		(5,593	)
Provision (benefit) for income taxes		(1,028	)		311


Loss from continuing operations		(860	)		(5,904	)


Income from discontinued operations		19			44


NET LOSS	$	(841	)	$	(5,860	)


Basic and diluted loss per share:
Loss from continuing operations	$	(.01	)	$	(.23	)
Income from discontinued operations		-			-
Net loss	$	(.01	)	$	(.23	)


Weighted average number of common and
common equivalent shares - basic and diluted		152,065			25,376

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