EXHIBIT 10.13

     Amendment to Seitel, Inc. Amended and Restated 1995 Warrant Reload Plan
                           Effective December 31, 1996

The sixth paragraph of the Plan is hereby deleted and replaced with the
following:

         The Board of Directors may, in its discretion, authorize all or a
portion of the Warrants granted pursuant to this Plan be on terms which permit
transfer by the Warrantholder to (1) the spouse, children or grandchildren of
such Warrantholder ("Immediate Family Members"), (2) a trust or trusts for the
exclusive benefit of such Immediate Family Members, (3) a partnership in which
such Immediate Family Members are the only partners, or (4) such other person or
persons in the sole discretion of the Board of Directors, provided that the
Warrant Certificate pursuant to which such Warrants are granted must be approved
by the Board of Directors, and must expressly provide for transferability in a
manner consistent with this paragraph, and provided further, that subsequent
transfers of transferred Warrants shall be prohibited except those by will or in
accordance with the laws of descent and distribution. Following transfer, any
such Warrants shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, provided that for purposes of
this Plan the transferee shall be treated as the Warrantholder. However, the
events of termination of employment described in this Plan and in the applicable
Warrant Certificate, as well as other similar conditions relating to
exercisability, termination, expiration, and vesting shall continue to be
applied with respect to the original Warrantholder, and following discontinuance
of employment of such original Warrantholder or such other event, the Warrants
shall be exercisable by the transferee only to the extent, and for the periods
specified pursuant to the terms of this Plan and the Warrant Certificate. If the
Board of Directors does not so authorize Warrants issued hereunder to be
transferable, such Warrants shall not be transferable other than by will or by
the laws of descent and distribution, and during a Warrantholder's lifetime
shall be exercisable only by him (unless he becomes disabled, in which event
they may be exercised by his legal representative).