8-K

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): December 14, 2005 (December 13, 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:

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

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

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

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

Section 8 — Other Events

Item 8.01. Other Events.

On December 13, 2005, Seitel issued a press release announcing that on December 13, 2005 it commenced a solicitation of consents from the holders of record as of December 12, 2005 of its 11 ³/4% senior notes due 2011. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

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.
(c)	Exhibits

99.1 Press Release of Seitel, Inc. dated December 13, 2005

[signature on following page]

2

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.

Date: December 14, 2005	SEITEL, INC.
	By:	/s/ Robert D. Monson
		Robert D. Monson
		President and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of Seitel, Inc. dated December 13, 2005

EX-99.1

Exhibit 99.1

SEITEL, INC. COMMENCES A CONSENT SOLICITATION WITH RESPECT TO
ITS 11 ³/4% SENIOR NOTES DUE 2011

HOUSTON, Dec. 13, 2005/PRNewswire-FirstCall/ — Seitel, Inc. (OTC Bulletin Board: SELA), a leading provider of seismic data to the oil and gas industry, today announced that it has commenced a solicitation of consents from holders of record as of December 12, 2005 of its 11 ³/4% Senior Notes due 2011 (the “Notes”) to certain proposed amendments to the indenture governing the Notes (the “Indenture”). If adopted, the proposed amendments would exclude from the Indenture’s limitation on the amount of the Company’s capital expenditures during any fiscal year all monies paid or agreed to be paid by third parties to the Company and its restricted subsidiaries (as defined in the Indenture) for the purposes of funding the acquisition of new seismic data to which the Company and its restricted subsidiaries acquire ownership and to which the third party is granted a contemporaneous license with a limited exclusivity period.

The consent solicitation will expire at 5:00 p.m., New York City time, on December 22, 2005 (the “Expiration Date”) unless terminated or extended. The effectiveness of the proposed amendments is subject to the satisfaction of certain conditions, including receipt of valid consents from holders of a majority in aggregate principal amount of all outstanding Notes prior to the Expiration Date, payment of the consent fee, receipt of consent to the proposed amendments from the lender under Seitel’s revolving credit facility, and execution of an amendment to such credit facility so that such facility treats funds provided by third parties for the purposes of funding the acquisition of new seismic data in a manner substantially identical to the Indenture. If and when the proposed amendments become effective, Seitel will pay a cash consent fee of $30 for each $1,000 of principal amount of Notes for which a consent is validly delivered and not revoked.

The terms and conditions of the consent solicitation are contained in Seitel’s Consent Solicitation Statement, dated December 13, 2005, and the related Letter of Consent. Holders of Notes can obtain copies of the Consent Solicitation Statement and related material from the Information Agent, Georgeson Shareholder Communications Inc. at (888) 867-7059 (toll free) or (212) 440-9800 (call collect).

UBS Securities LLC is acting as Solicitation Agent for the consent solicitation. Questions regarding the consent solicitation may be directed to UBS Securities LLC at (888) 722-9555 ext. 4210 (toll free) or (203) 719-4210.

This release does not constitute an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any securities. The solicitation is being made solely by the Consent Solicitation Statement dated December 13, 2005.

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 over 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.

Contact:	Robert Monson, President and CEO
	713-881-2816
	Jennifer Tweeton, Vollmer Public Relations
	713-970-2100