EXHIBIT 10.2


                                 Page 23 of 27
<PAGE>

                                  SEITEL, INC.

                  AMENDED AND RESTATED 1995 WARRANT RELOAD PLAN


     The Board of Directors of Seitel,  Inc.  (the  "Company")  has adopted this
1995 Warrant Reload Plan (the "Plan"), effective as of January 1, 1995. The Plan
applies only to the 61 warrantholders (the "Warrantholders") and the warrants to
purchase  common  stock  of the  Company  held by the  Warrantholders  as of the
effective date hereof (the "Warrants"),  which  Warrantholders  and Warrants are
listed on Exhibit A hereto.

     The Company shall, on exercise of any Warrant by a Warrantholder  according
to the terms thereof at any time prior to expiration thereof,  grant replacement
warrants  ("Replacement  Warrants")  to  the  exercising   Warrantholder.   Such
Replacement Warrants shall be granted effective on the later of (i) the exercise
of the applicable  Warrant,  (ii)  confirmation from the New York Stock Exchange
that stockholder approval of this Plan is not required,  or (iii) at the request
of any Warrantholder, such later date as may be required to avoid the imposition
of short-swing profits liability under Section 16 of the Securities Exchange Act
of 1934, and the regulations thereunder.

     Warrantholders  who are not a  director  or  employee  of the  Company or a
majority-owned  subsidiary  as of the date of exercise of a Warrant shall not be
entitled to be granted Replacement Warrants under this Plan with respect to such
exercise.  Warrantholders  will not be  entitled  to any  grant  of  Replacement
Warrants under this Plan upon exercise of Replacement Warrants.

     The Replacement Warrants shall expire on the later of (i) the date five (5)
years  after the date  that the  exercised  Warrant  is  exercised,  or (ii) the
expiration date of the exercised Warrant, and shall entitle the Warrantholder to
purchased the same number of shares of Company common stock as the Warrantholder
purchased upon exercise of such Warrant.  The Replacement Warrants shall have an
exercise  price equal to either (i) the closing price of Company common stock as
reported on the New York Stock  Exchange on the  effective  date of grant of the
Replacement  Warrant, or (ii) at the request of the Warrantholder,  such greater
exercise price as may be required to avoid the imposition of short-swing profits
liability  under  Section 16 of the  Securities  Exchange  Act of 1934,  and the
regulations thereunder.

     No Replacement  Warrant shall be exercisable until the Company has received
notice from the New York Stock  Exchange that the shares  issuable upon exercise
of the  Replacement  Warrants  have been  approved  for listing on the  Exchange
subject  to  issuance.   The  Company  may  place  other   restrictions  on  the
exercisability  of the  Replacement  Warrants  as may be required to comply with
applicable  laws,  including  but  not  limited  to  restrictions   limiting  or
prohibiting  exercise prior to  registration  pursuant to applicable  securities
laws of the shares issuable upon exercise.

     The Replacement Warrants shall not be sold, transferred, pledged, assigned,
hypothecated or otherwise disposed of in any manner by any Warrantholder  except
by will or by the laws of descent and distribution,  and shall not be assignable
by operation of law or subject to execution, attachment or similar process.

     Except as set forth in this Plan,  the  Replacement  Warrants  will contain
substantially the same terms and conditions as the Warrants.

     The Board of Directors  reserves  the right to  terminate  this Plan at any
time upon  notice to the  Warrantholders,  and no  Warrantholder  shall have any
rights  or claims  against  the  Company  upon  such  termination,  it being the
intention of this Plan that the right to any grant of Replacement Warrants shall
not vest in any Warrantholder  until exercise of a Warrant,  and shall then vest
only as to the grant of a  Replacement  Warrant with respect to such exercise of
such Warrant.


                                 Page 24 of 27
<PAGE>

Exhibit A


                                  SEITEL, INC.

                            1995 Warrant Reload Plan
                         Listing of Warrant Holders and
                           Warrants Outstanding as of
                                 January 1, 1995

                                                        Warrants
               Employee                               Outstanding
          -------------------                         -----------
          Brian Adsit                                   4,569
          Linda Diane Allison                             418
          Debra Bartholowmew                               85
          Richard Boespflug                               302
          James Bowers                                    270
          Peter Bryant                                    340
          William Burke                                 1,443
          Horace Calvert                              345,399
          Margaret Carpenter                              532
          Robert Choate                                 2,585
          John Cox                                        405
          Walter Craig                                 30,652
          Angela Cunningham                               133
          Twana Dryer                                     559
          Karen Duxbury                                 8,882
          Otis Elmore                                     510
          Juan Falcon                                     253
          Allan Filipov                                 2,419
          Paul Frame                                  345,399
          Arthur Freeman                                4,513
          Jay Green                                    24,271
          James Harley                                  6,461
          Cheryl Heath                                    944
          Mary Hopping                                     99
          Wanda Jones                                     281
          Tammy Holbrook                                  455
          Marcia Kendrick                                 952
          Philip Koine                                    460
          David Lawi                                  202,863
          David Scott Lemke                               537
          Doreen Lorenzo                                4,846
          Jesse Marion                                 10,577
          Allana Ruby                                  20,963
          Kathy McCarty                                   523
          James McGinnis                                1,752
          Joe Morgan                                   26,324


                                 Page 25 of 27
<PAGE>

Exhibit A, continued...


                                  SEITEL, INC.

                            1995 Warrant Reload Plan
                         Listing of Warrant Holders and
                           Warrants Outstanding as of
                                 January 1, 1995

                                                        Warrants
               Employee                               Outstanding
          -------------------                         -----------

          Juan Nieto                                       26
          Thomas Norton                                   375
          Michael Oline                                   457
          Charles Patterson                             1,418
          Herbert Pearlman                            245,291
          Cathryn Penn                                    196
          Charles Puckett                                 352
          Paul Richard                                  4,908
          Jay Rives                                   123,463
          Steven Sahinen                                2,583
          Charles Scalf                                   155
          Rick Schmid                                   2,623
          Lori Segeth                                   2,458
          Jay Silverman                                 3,282
          Robert Simon                                 34,229
          Samuel Sloan                                    625
          Christopher Talbot                            6,080
          Kyle Tillman                                  3,794
          Karen Underwood                                 791
          Debra Valice                                 78,666
          Richard Veazy                                   349
          Ysidro Villarreal                               834
          David Wegner                                 80,627
          James Cortis Wilson                              69
          Phillip Worsham                                 495

                                                   ==========
                                                    1,646,122
                                                   ==========

                                 Page 26 of 27