EXHIBIT 3.5

                            CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF
                                   SEITEL, INC.

     Seitel, Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:

     FIRST: That the Board of Directors of the Corporation adopted resolutions
proposing and declaring advisable the following amendments to the Certificate of
Incorporation of the Corporation:

          RESOLVED, that Article FOURTH of the Certificate of Incorporation of
     the Corporation be amended by deleting existing Article FOURTH and
     replacing it with the following:

     "FOURTH:

     (a) The aggregate number of shares of all classes of stock which the
     corporation shall have the authority to issue is twenty-five million
     (25,000,000), consisting of and divided into:

          (i)       one class of twenty million (20,000,000) shares of common
        stock, par value $0.01 per share; and

          (ii)      one class of five million (5,000,000) shares of preferred
        stock, par value $0.01 per share, which may be divided into and issued
        in series, as hereinafter provided.

     (b) Each share of the common stock of the corporation shall be entitled to
     one vote on all matters requiring a vote of the shareholders and, subject
     to the rights of the holders of any outstanding shares of preferred stock,
     shall be entitled to receive such dividends, in cash, securities, or
     property, as may from time to time be declared by the board of directors.
     In the event of any liquidation, dissolution, or winding up of the
     corporation, either voluntary or involuntary, subject to the rights of the
     holders of any outstanding shares of preferred stock, the holders of common
     stock shall be entitled to share ratably, according to the number of shares
     held by them, in all remaining assets of the corporation available for
     distribution.

     (c) The board of directors is authorized, at any time or from time to time,
     to issue preferred stock and (i) to divide the shares of preferred stock
     into series; (ii) to determine the distinguishing designation for any such
     series; (iii) to determine the number of shares in any such series; and
     (iv) to determine with respect to the shares of any such series:

          (A) whether the holders thereof shall be entitled to cumulative,
          noncumulative, or partially cumulative dividends and, with respect
          to shares entitled to dividends, the dividend rate or rates, including
          without limitation the methods



          and procedures for determining such rate or rates, and any other terms
          and conditions relating to such dividends;

          (B) whether, and if so to what extent and upon what terms and
          conditions, the holders thereof shall be entitled to rights upon the
          liquidation of, or upon any distribution of the assets of, the
          corporation;

          (C) whether, and if so upon what terms and conditions, such shares
          shall be convertible into, or exchangeable for, other securities or
          property;

          (D) whether, and if so upon what terms and conditions, such shares
          shall be redeemable;

          (E) whether the shares shall be subject to any sinking fund for the
          purchase or redemption of such shares and, if so, the terms of such
          fund;

          (F) whether the holders thereof shall be entitled to voting rights
          and, if so, the terms and conditions for the exercise thereof,
          provided that the holders of such shares of preferred stock (i) will
          not be entitled to more than the lesser of (x) one vote per $100 of
          liquidation value or (y) one vote per share, when voting as a class
          with the holders of shares of common stock, and (ii) will not be
          entitled to vote on any matter separately as a class, except to the
          extent (1) required by law or (2) specified for any series (x) with
          respect to an amendment of this Certificate of Incorporation affecting
          the powers, preferences, or special rights of such series or (y) with
          respect to the election of directors in the event of the failure of
          the corporation to pay dividends on such series; and

          (G) whether the holders thereof shall be entitled to other preferences
          or rights and, if so, the qualifications, limitations, or
          restrictions of such preferences or rights."

     SECOND: That the annual meeting of the Corporation was duly called and held
on July 28, 1993, and at such meeting the necessary number of shares as required
by law were voted in favor of such amendments.

     THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Paul A. Frame, its President, and Debra Valice, its Secretary, this
28th day of July, 1993.

                                          ATTEST:

/s/ Paul A. Frame                                 /s/ Debra Valice
-----------------------------                     -----------------------------
Paul A. Frame, President                          Debra Valice, Secretary