SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* VA PARTNERS LLC (Last) (First) (Middle) 435 PACIFIC AVENUE FOURTH FLOOR (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/04/2004	3. Issuer Name and Ticker or Trading Symbol SEITEL INC [ SELA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	15,971,563	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* VA PARTNERS LLC (Last) (First) (Middle) 435 PACIFIC AVENUE FOURTH FLOOR (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* UBBEN JEFFREY W (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAMIN PETER H (Last) (First) (Middle) TWO INTERNATIONAL PLACE, 25TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As General Partner and Investment Manager of ValueAct Capital Master Fund, L.P., ValueAct Capital Partners, L.P., ValueAct Capital Partners II, L.P., and ValueAct Capital International, Ltd.

2. These securities are also beneficially owned by Jeffrey W. Ubben, George F. Hamel, Jr., and Peter H. Kamin as Managing Members, Principal Owners and Controlling Persons of VA Partners, LLC. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

Joint Filer Information Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: October 4, 2004 Name: ValueAct Capital Partners, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: October 4, 2004 Name: ValueAct Capital Partners II, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: October 4, 2004 Name: ValueAct Capital International, Ltd. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: October 4, 2004 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: October 4, 2004 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: October 4, 2004 Name: Peter H. Kamin Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: October 4, 2004

	VALUEACT CAPITAL MASTER FUND, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr., Managing Member	10/08/2004
	VALUEACT CAPITAL PARTNERS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr., Managing Member	10/08/2004
	VALUEACT CAPITAL PARTNERS II, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr., Managing Member	10/08/2004
	VALUEACT CAPITAL INTERNATIONAL, LTD., BY VA PARTNERS, L.L.C., ITS INVESTMENT MANAGER By: /s/ George F. Hamel, Jr., Managing Member	10/08/2004
	VA PARTNERS, L.L.C. By: /s/ George F. Hamel, Jr., Managing Member	10/08/2004
	By: /s/ Jeffrey W. Ubben	10/08/2004
	By: /s/ George F. Hamel, Jr.	10/08/2004
	By: /s/ Peter H. Kamin	10/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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