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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 --------------

                                    FORM 10-Q



-------
  X       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
-------   EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2000

                  OR

-------
          TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
-------   EXCHANGE ACT OF 1934

                         Commission File Number 0-14488
                                     -------


                                  SEITEL, INC.
               (Exact name of registrant as specified in charter)

         Delaware                                      76-0025431
         --------                                      ----------
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                   Identification Number)

     50 Briar Hollow Lane
   West Building, 7th Floor
        Houston, Texas                                    77027
        --------------                                    -----
    (Address of principal                               (Zip Code)
      executive offices)

Registrant's telephone number, including area code:               (713) 881-8900
                                                                  --------------




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               ----                  ----
                      Yes        X             No
                               ----                  ----

As of November 10, 2000 there were  24,355,393  shares of the  Company's  common
stock, par value $.01 per share outstanding.


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>


                                      INDEX



PART I.    FINANCIAL INFORMATION                                            Page
                                                                            ----

           Item 1.  Financial Statements

           Consolidated Balance Sheets as of
           September 30, 2000 (Unaudited) and December 31, 1999..............  3

           Consolidated Statements of Operations (Unaudited) for the
           Three Months Ended September 30, 2000 and 1999....................  4

           Consolidated Statements of Operations (Unaudited) for the
           Nine Months Ended September 30, 2000 and 1999.....................  5

           Consolidated Statements of Stockholders' Equity (Unaudited)
           for the Nine Months Ended September 30, 2000......................  6

           Consolidated Statements of Cash Flows (Unaudited) for the
           Nine Months Ended September 30, 2000 and 1999.....................  7

           Notes to Consolidated Interim Financial Statements (Unaudited)....  9

           Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................... 12

           Item 3.   Quantitative and Qualitative Disclosures
           about Market Risk................................................. 17

PART II.   OTHER INFORMATION................................................. 18


<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.    FINANCIAL STATEMENTS
           --------------------

SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                                     September 30,       December 31,
                                                                        2000                1999
                                                                      ---------           ---------
<S>                                                                   <C>                 <C>
ASSETS

   Cash and equivalents                                               $   2,530           $   5,188
   Receivables
      Trade, net of allowance                                            58,698              62,240
      Notes and other                                                       900                 436
   Net data bank                                                        341,496             329,885
   Net oil and gas properties                                           140,021             150,166
   Net other property and equipment                                       2,517               2,421
   Investment in marketable securities                                    1,831                 993
   Prepaid expenses, deferred charges and other assets                    5,182               4,590
                                                                      ---------           ---------
TOTAL ASSETS                                                          $ 553,175           $ 555,919
                                                                      =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

   Accounts payable and accrued liabilities                           $  38,085           $  49,785
   Income taxes payable                                                   1,018                 373
   Debt
      Senior Notes                                                      184,667             184,667
      Line of Credit                                                     30,730              40,500
      Term Loans                                                             --                  33
   Obligations under capital leases                                         278                  23
   Contingent payables                                                      274                 274
   Deferred income taxes                                                 36,584              32,778
   Deferred revenue                                                       1,345               4,462
                                                                      ---------           ---------
TOTAL LIABILITIES                                                       292,981             312,895
                                                                      ---------           ---------

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' EQUITY
   Preferred stock, par value $.01 per share; authorized
      5,000,000 shares; none issued                                          --                  --
   Common stock, par value $.01 per share; authorized
      50,000,000 shares; issued and outstanding
       24,410,863 and 24,285,795 at September 30, 2000
      and December 31, 1999, respectively                                   244                 243
   Additional paid-in capital                                           148,835             147,549
   Retained earnings                                                    120,729             110,117
   Treasury stock, 325,318 and 680,518 shares at cost at
      September 30, 2000 and December 31, 1999, respectively             (3,086)             (6,279)
   Notes receivable from officers and employees                          (5,896)             (6,915)
   Accumulated other comprehensive income (loss)                           (632)             (1,691)
                                                                      ---------           ---------
TOTAL STOCKHOLDERS' EQUITY                                              260,194             243,024
                                                                      ---------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 553,175           $ 555,919
                                                                      =========           =========
</TABLE>



                   The accompanying notes are an integral part
                  of these consolidated financial statements.

<PAGE>


SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                       Three Months Ended September 30,
                                                                         ---------------------------
                                                                           2000               1999
                                                                         --------           --------

<S>                                                                      <C>                <C>
REVENUE                                                                  $ 44,827           $ 24,617

EXPENSES:
   Depreciation, depletion and amortization                                20,214             11,792
   Cost of sales                                                            1,072              1,488
   Selling, general and administrative expenses                             9,397              6,549
                                                                         --------           --------
                                                                           30,683             19,829
                                                                         --------           --------

INCOME FROM OPERATIONS                                                     14,144              4,788

Interest expense, net                                                      (3,018)            (3,114)
                                                                         --------           --------

Income before provision for income taxes                                   11,126              1,674

Provision for income taxes                                                  3,894                850
                                                                         --------           --------

NET INCOME                                                               $  7,232           $    824
                                                                         ========           ========

Earnings per share:
   Basic                                                                 $    .30           $    .03
                                                                         ========           ========
   Diluted                                                               $    .30           $    .03
                                                                         ========           ========

Weighted average number of common and common equivalent shares:
   Basic                                                                   24,037             24,110
                                                                         ========           ========
   Diluted                                                                 24,417             24,489
                                                                         ========           ========
</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.




<PAGE>


SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                        Nine Months Ended September 30,
                                                                         ----------------------------
                                                                           2000                1999
                                                                         ---------           --------

<S>                                                                      <C>                 <C>
REVENUE                                                                  $ 113,325           $ 96,625

EXPENSES:
   Depreciation, depletion and amortization                                 52,095             44,579
   Cost of sales                                                             4,279              3,967
   Selling, general and administrative expenses                             24,078             21,031
   Restructuring charge                                                      4,394                 --
                                                                         ---------           --------
                                                                            84,846             69,577
                                                                         ---------           --------

INCOME FROM OPERATIONS                                                      28,479             27,048

Interest expense, net                                                       (9,259)            (8,137)
Equity in loss of affiliate                                                     --                (91)
Impairment due to dividend distribution of affiliate stock                      --             (7,794)
                                                                         ---------           --------

Income before provision for income taxes                                    19,220             11,026

Provision for income taxes                                                   7,617              4,577
                                                                         ---------           --------

NET INCOME                                                               $  11,603           $  6,449
                                                                         =========           ========

Earnings per share:
   Basic                                                                 $     .49           $    .27
                                                                         =========           ========
   Diluted                                                               $     .48           $    .26
                                                                         =========           ========

Weighted average number of common and common equivalent shares:
   Basic                                                                    23,775             23,850
                                                                         =========           ========
   Diluted                                                                  23,935             24,361
                                                                         =========           ========
</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.




<PAGE>
SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                                       Notes
                                                                                                     Receivable   Accumulated
                                          Common Stock   Additional               Treasury Stock        from         Other
                          Comprehensive ----------------   Paid-In   Retained    -----------------   Officers &  Comprehensive
                             Income       Shares  Amount   Capital   Earnings    Shares     Amount    Employees      Income
                            ---------   ---------- -----   ---------  ---------  --------  -------    --------    ----------

<S>                                     <C>        <C>     <C>        <C>        <C>       <C>        <C>         <C>
Balance, December 31, 1998              23,804,508 $ 238   $ 141,826  $ 107,102  (175,818) $(2,977)   $ (8,651)   $       49
  Net proceeds from issuance
     of common stock                       481,287     5       5,126          -         -        -           -             -
  Tax reduction from exer-
     cise of stock options                       -     -         597          -         -        -           -             -
  Treasury stock purchased                       -     -           -          -  (504,700)  (3,302)          -             -
  Payments received on
     notes receivable from
     officers and employees                      -     -           -          -         -        -       1,736             -
  Distribution of Eagle Geo-
     physical, Inc. shares                       -     -           -     (6,365)        -        -           -             -
  Net income               $    9,380            -     -           -      9,380         -        -           -             -
  Foreign currency trans-
     lation adjustments          (695)           -     -           -          -         -        -           -          (695)
  Unrealized loss on
     marketable securities
     net of income
     tax benefit of $526       (1,045)           -     -           -          -         -        -           -        (1,045)
                             --------
  Comprehensive income     $    7,640
                             ========   ---------- -----   ---------  ---------  --------  -------    --------    ----------

Balance, December 31, 1999              24,285,795   243     147,549    110,117  (680,518)  (6,279)     (6,915)       (1,691)
  Net proceeds from issuance
     of common stock                       125,068     1       1,086          -         -        -           -             -
  Tax reduction from exer-
     cise of stock options                       -     -         200          -         -        -           -             -
  Treasury stock purchased                       -     -           -          -   (19,800)    (268)          -             -
  Issuance of shares in
     connection with
     restructuring                               -     -           -       (991)  375,000    3,461           -             -
  Payments received on
     notes receivable from
     officers and employees                      -     -           -          -         -        -       1,019             -
  Net income               $   11,603                                     11,603
  Foreign currency trans-
     lation adjustments           501            -     -           -          -         -        -           -           501
  Unrealized gain on mar-
     ketable securities
     net of income tax
     expense of $280              558            -     -           -          -         -        -           -           558
                             --------
  Comprehensive income     $   12,662
                             ========   ---------- -----   ---------  ---------  --------  -------    --------    ----------

Balance, September 30, 2000
       (unaudited)                      24,410,863 $ 244   $ 148,835  $ 120,729  (325,318) $(3,086)   $ (5,896)   $     (632)
                                        ========== =====   =========  =========  ========  =======    ========    ==========
</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

<PAGE>


SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
<TABLE>
<CAPTION>
                                                                  Nine Months Ended September 30,
                                                                     ------------------------
                                                                       2000            1999
                                                                     --------       ---------
<S>                                                                 <C>            <C>
Cash flows from operating activities:
   Cash received from customers                                      $113,750       $ 89,473
   Cash paid to suppliers and employees                               (31,300)       (26,631)
   Interest paid                                                      (11,653)        (6,215)
   Interest received                                                      701            321
   Income taxes paid                                                   (3,103)        (1,553)
                                                                     --------       --------
      Net cash provided by operating activities                        68,395         55,395
                                                                     --------       --------

Cash flows from investing activities:
   Cash invested in seismic data                                      (60,826)      (111,636)
   Cash invested in oil and gas properties                            (13,567)       (25,440)
   Net proceeds from sale of oil and gas properties                    12,782         11,657
   Cash paid to acquire property and equipment                           (492)          (920)
   Deferred IPO costs                                                    (925)             -
   Investment in marketable securities                                      -         (3,043)
                                                                     --------       --------
      Net cash used in investing activities                           (63,028)      (129,382)
                                                                     --------       --------

Cash flows from financing activities:
   Borrowings under line of credit agreements                          35,028         63,908
   Principal payments under line of credit                            (44,798)      (130,408)
   Principal payments on term loans                                       (33)          (106)
   Principal payments on capital lease obligations                        (47)           (23)
   Proceeds from issuance of senior notes                                   -        138,000
   Proceeds from issuance of common stock                               1,102          5,175
   Costs of debt and equity transactions                                  (15)        (2,038)
   Repurchase of common stock                                            (268)             -
   Payments on receivables from officers and employees                  1,019          1,665
   Loans to employee and director                                        (525)             -
                                                                     --------       --------
      Net cash provided by (used in) financing activities              (8,537)        76,173
                                                                     --------       --------

Effect of exchange rate changes                                           512             39
                                                                     --------       --------

Net increase (decrease) in cash and equivalents                        (2,658)         2,225

Cash and cash equivalents at beginning of period                        5,188          3,161
                                                                     --------       --------

Cash and cash equivalents at end of period                           $  2,530       $  5,386
                                                                     ========       ========
</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.


<PAGE>


SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited), continued
(In thousands)
<TABLE>
<CAPTION>
                                                                              Nine Months Ended September 30,
                                                                               ---------------------------
                                                                                 2000               1999
                                                                               --------           --------


<S>                                                                            <C>                <C>
Reconciliation of net income to net cash provided by operating activities:
Net income                                                                     $ 11,603           $  6,449
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Impairment due to dividend distribution of affiliate stock                        --              7,794
   Equity in loss of affiliate                                                       --                 91
   Depreciation, depletion and amortization                                      52,101             44,579
   Restructuring charge                                                           2,470                 --
   Deferred income tax provision                                                  3,650              2,799
   Non-cash sales                                                                    --             (6,522)
   Decrease in receivables                                                        3,603              4,545
   Increase in other assets                                                        (626)               (40)
   Decrease in other liabilities                                                 (4,406)            (4,300)
                                                                               --------           --------
      Total adjustments                                                          56,792             48,946
                                                                               --------           --------

Net cash provided by operating activities                                      $ 68,395           $ 55,395
                                                                               ========           ========

Supplemental schedule of non-cash investing and financing activities:
   Dividend payable of affiliate stock                                         $     --           $  6,365
                                                                               ========           ========
   Capital lease obligations incurred                                          $    302           $     33
                                                                               ========           ========
</TABLE>

                  The accompanying notes are an integral part
                  of these consolidated financial statements.



<PAGE>


SEITEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
September 30, 2000

NOTE A-BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions of Regulation S-X.  Accordingly,  they do
not include all of the information  and notes required by accounting  principles
generally  accepted in the United States for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Certain  reclassifications  have been made to the  amounts  in the prior  year's
financial  statements to conform to the current year's  presentation.  Operating
results  for the nine  months  ended  September  30,  2000  are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2000.  For further  information,  refer to the  financial  statements  and notes
thereto for the year ended December 31, 1999  contained in the Company's  Annual
Report filed on Form 10-K with the Securities and Exchange Commission.

NOTE B-EARNINGS PER SHARE

     In accordance  with SFAS No. 128,  "Earnings per Share," basic earnings per
share  is  computed  based  on the  weighted  average  shares  of  common  stock
outstanding during the periods.  Diluted earnings per share is computed based on
the weighted  average shares of common stock plus the assumed issuance of common
stock for all potentially dilutive  securities.  Earnings per share computations
to  reconcile  basic and diluted net income for the three and nine months  ended
September 30, 2000 and 1999 consist of the  following  (in thousands  except per
share amounts):
<TABLE>
<CAPTION>
                                                     Three Months Ended                    Nine Months Ended
                                                       September 30,                         September 30,
                                                 --------------------------           ---------------------------
                                                   2000             1999                 2000             1999
                                                 ---------       ----------           ----------       ----------

<S>                                            <C>             <C>                  <C>              <C>
Net income                                     $     7,232     $        824         $     11,603     $      6,449
                                                 =========       ==========           ==========       ==========

Basic weighted average shares                       24,037           24,110               23,775           23,850
Effect of dilutive securities: (1)<F1>
   Options and warrants                                380              379                  160              511
                                                 ---------       ----------           ----------       ----------
Diluted weighted average shares                     24,417           24,489               23,935           24,361
                                                 =========       ==========           ==========       ==========
Net income per share:
   Basic                                       $       .30     $        .03         $        .49     $        .27
   Diluted                                     $       .30     $        .03         $        .48     $        .26
-------------------
<FN>
(1)<F1>  During the third  quarter of 2000 and 1999 and the first nine months of
         2000 and 1999,  a weighted  average  number of options and  warrants to
         purchase  4,218,000,  4,543,000,  6,253,000,  and  4,072,000  shares of
         common stock were outstanding,  respectively,  but were not included in
         the  computation of diluted net income per share because their exercise
         prices were greater than the average market price of the common shares.
</FN>
</TABLE>



<PAGE>


NOTE C-DATA BANK

     Costs incurred in the creation of proprietary  seismic data,  including the
direct and incremental costs of Company personnel engaged in project  management
and design,  are capitalized.  Substantially all (greater than 88%) of the costs
incurred to develop the  Company's  data bank have been for programs  created by
the Company.  The Company uses the income  forecast method to amortize the costs
of seismic data programs it creates.  Under the income forecast method,  seismic
data costs are amortized in the proportion  that revenue for a period relates to
management's estimate of ultimate revenues. Management estimates that 90% of the
costs incurred in the creation of seismic data is amortized within five years of
such data  becoming  available for resale for  two-dimensional  seismic data and
within   seven   years  of  such  data   becoming   available   for  resale  for
three-dimensional  seismic data. If anticipated  sales fall below  expectations,
amortization is accelerated.  The Company also purchases  existing  seismic data
programs from other companies.  The costs of purchased seismic data programs are
generally amortized on a straight-line basis over 10 years;  however,  the costs
of a  significant  purchase  (greater  than 5% of the net book value of the data
bank),  are amortized using the greater of the income forecast method or 10-year
straight-line  method.  As of September  30,  2000,  almost all (97%) of the net
costs of the Company's  data bank are expected to be fully  amortized  within 10
years from when such data becomes available for resale.

     In certain cases,  the Company grants seismic licenses to third parties for
data to be used in their  operations  (not for resale) in exchange for exclusive
ownership of seismic data from the third party. The Company  recognizes  revenue
for the licenses  granted and records a data library  asset for the seismic data
acquired. These transactions are accounted for as non-monetary exchanges and are
valued at the fair market  value of such  licenses  based on values  realized in
cash  transactions with other parties for similar seismic data. During the first
nine months of 1999, the Company  licensed  seismic data valued at $6,522,000 in
exchange for the purchase of seismic data for its library.

NOTE D-OIL AND GAS PROPERTIES

     The  Company  accounts  for  its oil and  gas  exploration  and  production
activities  using the full-cost  method of  accounting.  Under this method,  all
costs  associated with  acquisition,  exploration and development of oil and gas
reserves are capitalized,  including salaries, benefits and other internal costs
directly attributable to these activities.  Costs associated with production and
general corporate  activities are expensed in the period incurred.  For the nine
months ended September 30, 2000 and 1999,  exploration  and development  related
overhead costs of $1,341,000 and $1,474,000, respectively, have been capitalized
to oil and gas  properties.  Interest  costs related to unproved  properties and
certain  properties  under  development  are  also  capitalized  to oil  and gas
properties.  For the nine months  ended  September  30, 2000 and 1999,  interest
costs of $2,202,000 and $2,343,000,  respectively,  have been capitalized to oil
and gas properties.

     In August 2000,  the Company sold its working  interest in eight  producing
oil and gas wells and  associated  leasehold  for  proceeds of $16.9  million or
approximately $12.8 million,  net of revenues and costs. In accordance with full
cost  accounting  rules,  proceeds from the sale of oil and gas  properties  are
accounted for as a reduction of capitalized costs.

NOTE E-RESTRUCTURING

     On June 23, 2000, the Company announced that its management incentive bonus
compensation  contracts  had been  restructured  to reduce  bonuses  on  pre-tax
profits to 8.5% from 17.5%.  In connection with the  restructuring,  the Company
issued  375,000  restricted  shares  of its  Common  Stock to three  members  of
management and made cash payments totaling $1,771,000.  As a result, the Company
recorded  a  restructuring  charge  in  the  second  quarter  of  2000  totaling
$4,394,000  ($3,743,000 net of tax) to reflect the cost of the shares issued and
the cash  payments  made. In addition,  the Company  will,  subject to continued
employment,  make (i) four annual payments of $187,500, net of taxes, to Herbert
Pearlman,  Chairman of the Board of Directors,  beginning  January 1, 2001; (ii)
four annual  payments of $125,000,  net of taxes,  to Paul Frame,  President and
Chief Executive Officer,  beginning January 1, 2001; and (iii) payments totaling
$1.4  million,  net of taxes,  to David Lawi payable  over four years  beginning
January 1, 2001.  The  withholding  taxes on these  payments will total 35%. The
Company will also make annual  payments of $850,000 to Horace Calvert  beginning

<PAGE>

July 1, 2000  through  May 31,  2004,  subject to  continued  employment.  These
payments will be charged to expense over the period earned.

NOTE F-INDUSTRY SEGMENTS

     SFAS NO. 131,  "Disclosures  About  Segments of an  Enterprise  and Related
Information,"  established  standards for reporting  information about operating
segments in annual  financial  statements and requires  selected  information in
interim financial reports. Selected financial information for the three and nine
months ended September 30, 2000 and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                        Exploration
                                                                                            and                    Total
                                                                  Seismic                Production               Segments
                                                                ------------            -------------           -------------
<S>                                                           <C>                     <C>                     <C>
Three months ended September 30, 2000
-------------------------------------
Revenue from external purchasers                              $      38,762           $        6,065          $       44,827
Depreciation, depletion
  and amortization                                                   17,560                    2,418                  19,978
Cost of sales                                                            45                    1,027                   1,072
Segment operating income                                             21,157                    2,620                  23,777
Capital expenditures (a)<F1>                                         16,891                    2,517                  19,408
Assets                                                              406,836                  145,839                 552,675

Three months ended September 30, 1999
-------------------------------------
Revenue from external purchasers                              $      19,804           $        4,813          $       24,617
Depreciation, depletion
  and amortization                                                    9,300                    2,188                  11,488
Cost of sales                                                            96                    1,392                   1,488
Segment operating income                                             10,408                    1,233                  11,641
Capital expenditures (a)<F1>                                         18,795                    3,845                  22,640
Assets                                                              379,784                  154,867                 534,651

Nine months ended September 30, 2000
------------------------------------
Revenue from external purchasers                              $      95,761           $       17,564          $      113,325
Depreciation, depletion
  and amortization                                                   43,309                    7,960                  51,269
Cost of sales                                                           525                    3,754                   4,279
Segment operating income                                             51,927                    5,850                  57,777
Capital expenditures (a)<F1>                                         54,967                   10,759                  65,726
Assets                                                              406,836                  145,839                 552,675

Nine months ended September 30, 1999
------------------------------------
Revenue from external purchasers                              $      83,266           $       13,359          $       96,625
Depreciation, depletion
  and amortization                                                   37,380                    6,326                  43,706
Cost of sales                                                           227                    3,740                   3,967
Segment operating income                                             45,659                    3,293                  48,952
Capital expenditures (a)<F1>                                         97,998                   17,970                 115,968
Assets                                                              379,784                  154,867                 534,651

<FN>
(a)<F1>  Includes other ancillary equipment.
</FN>
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
                                                              Three Months Ended                 Nine Months Ended
                                                                September 30,                      September 30,
                                                        -----------------------------       -----------------------------
                                                            2000              1999              2000              1999
                                                        ------------      -----------       -----------      ------------
<S>                                                     <C>               <C>               <C>              <C>
Income from continuing operations before income taxes:
     Total reportable segment operating income          $     23,777      $    11,641       $    57,777      $     48,952
     Selling general and administrative expense               (9,397)          (6,549)          (24,078)          (21,031)
     Restructuring charge                                          -                -            (4,394)                -
     Interest expense, net                                    (3,018)          (3,114)           (9,259)           (8,137)
     Equity in loss of affiliate                                   -                -                 -               (91)
     Impairment due to dividend distribution of
       affiliate stock                                             -                -                 -            (7,794)
     Eliminations and other                                     (236)            (304)             (826)             (873)
                                                                                            -----------      ------------
                                                        ------------      -----------
     Income from continuing operations before
       income taxes                                     $     11,126      $     1,674       $    19,220      $     11,026
                                                        ============      ===========       ===========      ============
</TABLE>


Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
           -----------------------------------------------------------

OVERVIEW
--------

     The  Company's  income from core  seismic  marketing  and  exploration  and
production  operations  was  $7,232,000  for  the  third  quarter  of  2000  and
$15,346,000 for the nine months ended September 30, 2000 as compared to $824,000
for the  third  quarter  of 1999  and  $11,574,000  for the  nine  months  ended
September 30, 1999. Additionally,  in the first nine months of 2000, the Company
recorded  a  non-recurring  restructuring  charge  of  $3,743,000,  net of  tax,
bringing  net  income  for  the  first  nine  months  of  2000  to  $11,603,000.
Additionally, in the first nine months of 1999, the Company recorded a non-cash,
non-operating  loss on the dividend  distribution  of affiliate  stock  totaling
$5,066,000,  net of tax, along with equity in loss of affiliate of $59,000,  net
of tax,  bringing  net income for the nine months  ended  September  30, 1999 to
$6,449,000.

RESULTS OF OPERATIONS
---------------------

     Total revenue was $44,827,000 and $24,617,000 in the third quarters of 2000
and 1999,  respectively,  and  $113,325,000  and  $96,625,000  in the first nine
months of 2000 and 1999,  respectively.  Revenue  primarily  consists of revenue
generated from the marketing of seismic data and oil and gas production.

     Revenue from the  marketing of seismic  data was  $38,762,000  in the third
quarter of 2000  compared  to  $19,804,000  in the third  quarter of 1999.  This
increase in revenue was due to an increase in  licensing  of existing  data from
the Company's data library. The Company has experienced increased demand for its
seismic data due to the recent  resurgence of oil and gas  exploration.  Revenue
from the marketing of seismic data was  $95,761,000  in the first nine months of
2000  compared to  $83,266,000  in the first nine months of 1999.  This increase
resulted from an increase in licensing of existing data from the Company's  data
library partially offset by a decrease in new seismic data creation revenue.  In
May 1999, the Company made a management  decision to focus its marketing team on
licensing  existing  data that would  generate  current  cash  flow.  Management
continued this decision to limit data creation in the first nine months of 2000.
Revenue from  licensing of existing data can  fluctuate  from quarter to quarter
based on oil and gas industry capital expenditure budgets and spending patterns.
The third quarter 2000 revenue included resale revenue resulting from the merger
and acquisition of some of its oil and gas company customers.


<PAGE>


     Net volume and price  information  for the Company's oil and gas production
for the third  quarters and first nine months of 2000 and 1999 are summarized in
the following table:
<TABLE>
<CAPTION>

                                                           Quarter Ended                         Nine Months Ended
                                                           September 30,                           September 30,
                                                  ---------------------------             ---------------------------
                                                     2000              1999                  2000              1999
                                                  ---------        ----------             ---------        ----------

<S>                                               <C>              <C>                   <C>               <C>
Natural gas volumes (mmcf)                            1,014             1,150                 3,624             4,226
Average natural gas price ($/mcf)                 $    3.83        $     2.65             $    3.15        $     2.18
Crude oil/condensate volumes (mbbl)                      74               101                   227               282
Average crude oil/condensate price ($/bbl)        $   28.91        $    16.50             $   26.46        $    13.73
</TABLE>

     Oil and gas revenue was $6,065,000 in the third quarter of 2000 compared to
$4,813,000  in the third quarter of 1999 and was  $17,564,000  in the first nine
months of 2000  compared to  $13,359,000  in the first nine months of 1999.  The
increase in oil and gas revenue was attributable to higher market prices in 2000
offset by lower  production  volumes as compared to the third  quarter and first
nine months of 1999.  The decline in oil and gas production was primarily due to
normal production  declines  experienced on several of the Company's older wells
as well as the effect of the sale of a group of wells in July 1999 and in August
2000. These declines were partially offset by production from newer wells.

     Oil and gas revenue includes losses from hedging  activities of $779,000 in
the third quarter of 2000 and $166,000 in the third quarter of 1999.  The losses
from hedging  activities  for the nine months ended  September 30, 2000 and 1999
were  $1,692,000  and $268,000,  respectively.  The Company's  hedges expired in
August 2000.

     In August 2000,  the Company sold its interest in eight  producing  oil and
gas  wells  and   associated   leasehold   for  proceeds  of  $16.9  million  or
approximately $12.8 million, net of revenues and costs.

     Depreciation,  depletion and amortization  consists  primarily of data bank
amortization and depletion of oil and gas properties. Data bank amortization was
$17,560,000  during the third quarter of 2000 compared to $9,300,000  during the
third quarter of 1999 and was  $43,309,000  during the first nine months of 2000
compared  to  $37,380,000  during the first nine  months of 1999.  The amount of
seismic data  amortization  fluctuates  based on the level of seismic  marketing
revenue.  As a percentage  of revenue from  licensing  seismic  data,  data bank
amortization  was  46%  and  48%  for the  third  quarters  of  2000  and  1999,
respectively, and was 46% for the first nine months of 2000 and 1999. See Note C
for a discussion of the Company's seismic data amortization policy.

     Depletion of oil and gas properties was $2,418,000 for the third quarter of
2000 compared to $2,188,000  for the third  quarter of 1999,  which  amounted to
$1.66 and $1.25, respectively, per mcfe of gas produced during such periods. For
the nine months  ended  September  30, 2000 and 1999,  depletion  of oil and gas
properties was $7,960,000 and $6,326,000,  respectively, which amounted to $1.60
and $1.07,  respectively,  per mcfe of gas  produced  during such  periods.  The
depletion  rate per mcfe varies with the estimate of proved oil and gas reserves
of the Company at each  quarter end, as well as evaluated  property  costs.  The
increase in the rate between  periods was primarily due to lower proved reserves
at September 30, 2000 than at September  30, 1999  primarily due to the sales of
proved reserves in August 2000 and revisions to estimated reserve volumes.

     Cost of sales  primarily  consists of expenses  associated with oil and gas
production  and seismic resale support  services.  Oil and gas production  costs
amounted to  $1,027,000 or $.70 per mcfe of gas produced in the third quarter of
2000  compared  to  $1,392,000,  or $.79 per mcfe of gas  produced  in the third
quarter of 1999.  The decrease in this rate was primarily due to lower  workover
costs incurred in the third quarter of 2000 as compared to 1999 partially offset
by higher  production taxes in the 2000 period due to higher oil and gas prices.
Oil and gas  production  costs  amounted to  $3,754,000  or $.75 per mcfe of gas
produced in the first nine months of 2000  compared  to  $3,740,000  or $.63 per
mcfe of gas produced in the first nine months of 1999. The increase in this rate
between periods was primarily due to higher workover costs incurred for the nine
months  ended  September  30,  2000 and higher  production  taxes in 2000 due to
higher oil and gas prices.

     The Company's selling,  general and administrative expenses were $9,397,000
and  $24,078,000  during  the  third  quarter  and  first  nine  months of 2000,
respectively,  compared to $6,549,000 and  $21,031,000  during the third quarter
and first nine  months of 1999,  respectively.  The  increase  between the third
quarter periods was primarily due to an increase in variable expenses related to
commissions on increased  revenue and compensation on increased pre-tax profits.
The increase between the nine months periods was primarily due to an increase in
overhead  costs due to the growth of the Company  between  periods as well as an
increase in variable expenses related to commission on increased revenue.  These
increases were partially  offset by a decrease in  management's  incentive bonus
compensation  resulting from the restructuring  that occurred in June 2000. As a
percentage of total revenue,  these expenses were 21% for both the third quarter
and first nine  months of 2000 and 27% and 22% for the third  quarter  and first
nine months of 1999, respectively.

     Net interest expense was $3,018,000 and $9,259,000 in the third quarter and
first nine months of 2000,  respectively,  compared to $3,114,000 and $8,137,000
in the third quarter and first nine months of 1999,  respectively.  The increase
between  the nine  month  periods  was  primarily  due to the Series D, E, and F
Senior Notes totaling $138 million being outstanding for the entire 2000 period,
whereas  in 1999 they were only  outstanding  for  7-1/2  months,  resulting  in
increased interest expense in 2000 as compared to 1999.

     On June 23, 2000, the Company announced that its management incentive bonus
compensation  contracts  had been  restructured  to reduce  bonuses  on  pre-tax
profits to 8.5% from 17.5%.  In connection with the  restructuring,  the Company
issued  375,000  restricted  shares  of its  Common  Stock to three  members  of
management and made cash payments totaling $1,771,000.  As a result, the Company
recorded  a  restructuring  charge  in  the  second  quarter  of  2000  totaling
$4,394,000  ($3,743,000 net of tax) to reflect the cost of the shares issued and
the cash  payments  made. In addition,  the Company  will,  subject to continued
employment,  make (i) four annual payments of $187,500, net of taxes, to Herbert
Pearlman,  Chairman of the Board of Directors,  beginning  January 1, 2001; (ii)
four annual  payments of $125,000,  net of taxes,  to Paul Frame,  President and
Chief Executive Officer,  beginning January 1, 2001; and (iii) payments totaling
$1.4  million,  net of taxes,  to David Lawi payable  over four years  beginning
January 1, 2001.  The  withholding  taxes on these  payments will total 35%. The
Company will also make annual  payments of $850,000 to Horace Calvert  beginning
July 1, 2000  through  May 31,  2004,  subject to  continued  employment.  These
payments will be charged to expense over the period earned. Selling, general and
administrative  expenses for the third quarter of 2000 included $760,000 related
to these payments.

     On April 22,  1999,  the Board of  Directors  of  Seitel,  Inc.  declared a
dividend to its common  stockholders  consisting of the 1,520,000  shares of the
common stock of Eagle  Geophysical,  Inc. owned by the Company.  The fair market
value of the common stock of Eagle held by the Company on the date this dividend
was  declared was lower than the  carrying  value of the stock on the  Company's
balance sheet; therefore, a non-cash, non-recurring,  pre-tax impairment, net of
bonus effect, of $7,794,000 was recorded for the nine months ended September 30,
1999.

     The  Company's  effective  income  tax rate  was 35% and 40% for the  third
quarter and first nine months of 2000, respectively, compared to 51% and 42% for
the third quarter and first nine months of 1999, respectively. The third quarter
1999 effective income tax rate was high due to the estimated  effective tax rate
for the year  increasing  to 38.7% from 37.7% as estimated at June 30, 1999 as a
result of Canadian operations  reflecting a larger percentage of pre-tax profits
than had been originally estimated.  Income tax expense in the first nine months
of 2000,  consisted  of two items:  (1) income tax  expense on income  from core
operations  before  restructuring  charge at the Company's  estimated annual tax
rate of 35%  offset  by (2)  income  tax  benefit  on the  restructuring  charge
totaling  $651,000,  which  represented  15% of the  restructuring  charge.  The
Company will only receive a tax benefit on the restructuring  charge of $651,000
due to  limitations  imposed by Section  162(m) of the  Internal  Revenue  Code.
Income tax expense in the first nine months of 1999 consisted of two items:  (1)
income tax expense on income from core  operations  at the  Company's  estimated
annual tax rate of 38.7%  offset by (2) income tax benefit on the  non-recurring
loss on dividend distribution of affiliate stock at the tax rate of 35%. The net
of these items resulted in the higher  effective tax rate.  The lower  estimated
tax rate on 2000 income from core operations  before special items was primarily
due to lower taxes  estimated  for  Canadian  operations  in 2000 as compared to
1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The Company's cash flow from operations was $68,395,000 and $55,395,000 for
the nine months ended  September 30, 2000 and 1999,  respectively.  The increase
from 1999 to 2000 was  primarily  attributable  to an increase in cash  received

<PAGE>

from  customers  resulting from the increase in revenue  partially  offset by an
increase in interest expense and taxes paid.

     The Company has a $75 million  unsecured  revolving line of credit facility
that matures on March 16, 2001. The facility bears interest at a rate determined
by the ratio of the Company's debt to cash flow from operations. Pursuant to the
interest rate pricing structure, funds can currently be borrowed at LIBOR plus 1
1/2%,  the  bank's  prevailing  prime  rate,  or the  sum of the  Federal  Funds
effective rate for such day plus 1/2%. Certain restrictions exist that limit the
amount of borrowing that the Company can make under this  facility.  The balance
outstanding  on this  revolving  line of credit at  November  10, 2000 was $28.5
million bearing an average interest rate of 7.375%.

     On November 9, 1999, the Company's wholly-owned subsidiary, Olympic Seismic
Ltd.  ("Olympic"),  entered into revolving  credit  facilities which allow it to
borrow up to $5 million (Canadian dollars) by way of prime based loans, bankers'
acceptances,  or letters of credit.  Prime based loans and bankers'  acceptances
bear  interest  at the rate of the  bank's  prime  rate plus 0.35% per annum and
0.50% per  annum,  respectively.  Letter of credit  fees are based on  scheduled
rates in effect at the time of  issuance.  The  facility is secured by Olympic's
assets, but is not guaranteed by Seitel,  Inc. or any of its other subsidiaries.
Borrowings under the facility are limited to 75% of trade  receivables less than
90 days old. The  facility is subject to repayment  upon demand and is available
from time to time at the Bank's sole  discretion.  As of November 10,  2000,  no
amounts were  outstanding  on this  revolving  line of credit.  Olympic is not a
party to any of the debt issued by Seitel, Inc.

     On February 12, 1999,  the Company  completed a private  placement of three
series of unsecured Senior Notes totaling $138 million. The Series D Notes total
$20 million,  bear  interest at a fixed rate of 7.03% and mature on February 15,
2004, with no principal  payments due until  maturity.  The Series E Notes total
$75 million,  bear  interest at a fixed rate of 7.28% and mature on February 15,
2009, with annual  principal  payments of $12.5 million  beginning  February 15,
2004.  The Series F Notes total $43  million,  bear  interest at a fixed rate of
7.43% and mature on February  15,  2009,  with no  principal  payments due until
maturity.  Interest  on all  series of the  notes is  payable  semi-annually  on
February 15 and August 15. As of November 10, 2000,  the balance  outstanding on
the Series D, E and F Notes was $138 million.

     On December 28, 1995,  the Company  completed a private  placement of three
series  of   unsecured   Senior  Notes   totaling   $75  million.   The  Company
contemporaneously  issued  its Series A Notes and  Series B Notes,  which  total
$52.5 million and bear interest at a fixed rate of 7.17%.  On April 9, 1996, the
Company  issued its Series C Notes,  which total $22.5 million and bear interest
at a fixed rate of 7.48%.  The Series A Notes mature on December  30, 2001,  and
require  annual  principal  payments of $8.3 million which began on December 30,
1999.  The Series B and Series C Notes mature on December 30, 2002,  and require
combined  annual  principal  payments of $10 million which began on December 30,
1998.  Interest on all series of the notes is payable  semi-annually  on June 30
and December 30. As of November 10, 2000, the balance  outstanding on the Series
A, B, and C Notes was $46,667,000.

     The Company may offer from time to time in one or more series (i) unsecured
debt securities,  which may be senior or subordinated,  (ii) preferred stock and
(iii) common stock, or any  combination of the foregoing,  up to an aggregate of
$41,041,600 pursuant to an effective "shelf"  registration  statement filed with
the SEC. In addition,  under another  effective "shelf"  registration  statement
filed with the SEC, the Company may offer up to an aggregate of  $200,000,000 of
the following securities,  in any combination,  from time to time in one or more
series:  (i) unsecured debt securities,  which may be senior or  unsubordinated;
(ii) preferred stock; (iii) common stock, and (iv) trust preferred securities.

     From  January 1, 2000,  through  November 10,  2000,  the Company  received
$5,282,000 from the exercise of common stock purchase  warrants and options.  In
connection  with these  exercises,  the Company will also receive  approximately
$1,331,000 in tax savings.

     In August 2000, the Company's  wholly-owned  subsidiary,  DDD Energy, Inc.,
sold its working  interest in eight  producing oil and gas wells and  associated
leasehold for proceeds of $16.9 million or approximately  $12.8 million,  net of
revenues  and costs.  The  Company  temporarily  used these  funds to reduce its
borrowings under its line of credit.
<PAGE>

     In November 1999, the Company's 19% owned subsidiary,  Vision Energy, Inc.,
filed a  registration  statement  with the SEC to accomplish the spin-off of DDD
Energy  through an initial  public  offering.  In the first quarter of 2000, the
Company  made a  decision  to defer  the  timing of the  offering  due to market
conditions.  Following the resignation of DDD Energy's former  president in May,
the Company has been  evaluating  how to best maximize the value of DDD Energy's
properties,  including (i)  proceeding  with the  previously  deferred  spin-off
through an initial public  offering,  (ii) sale or other  disposition of some or
all of DDD Energy's  properties,  (iii)  continuing to operate the properties to
realize  value  through  additional  exploration  and  production,  or (iv) some
combination of these alternatives.

     During September and October 2000, the Company  repurchased  219,200 shares
of its common  stock in the open market at a cost of  $3,246,000,  pursuant to a
stock repurchase program authorized by the Board of Directors in 1997. The Board
has authorized  expenditures  of up to $25 million towards the repurchase of its
common stock.  As of November 10, 2000,  the Company has  repurchased a total of
898,900 shares of its common stock at a cost of $9,521,000 since 1997 under this
plan.

     During the first nine months of 2000, gross seismic data bank additions and
capitalized  oil  and  gas   exploration  and  development   costs  amounted  to
$54,704,000 and $10,676,000 respectively. These capital expenditures, as well as
taxes, interest expenses, cost of sales and general and administrative expenses,
were funded by operations, proceeds from the sale of oil and gas properties, and
proceeds from the exercise of common stock purchase warrants and options.

     Currently,   the  Company   anticipates   capital   expenditures  to  total
approximately  $16 million for seismic data bank additions and  approximately $4
million for oil and gas exploration and development efforts for the remainder of
2000. The Company  believes its current cash  balances,  revenues from operating
sources,  and proceeds from the exercise of common stock  purchase  warrants and
options,  combined  with its  available  revolving  line of  credit,  should  be
sufficient to fund the currently  anticipated 2000 capital  expenditures,  along
with expenditures for operating and general and administrative expenses and debt
repayments.  If  these  sources  are  not  sufficient  to  cover  the  Company's
anticipated  expenditures or if the Company were to increase its planned capital
expenditures  for 2000, the Company could arrange for additional  debt or equity
financing during 2000; however, there can be no assurance that the Company would
be able to accomplish any such debt or equity  financing on satisfactory  terms.
If such debt or equity  financing is not available on  satisfactory  terms,  the
Company could reduce its current capital budget or any proposed increases to its
capital budget,  and fund  expenditures  with cash flow generated from operating
sources.

Recent Accounting Pronouncements
--------------------------------

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133, as
amended by SFAS No. 137, is required to be adopted on January 1, 2001,  although
earlier  adoption  is  permitted.   The  statement  establishes  accounting  and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain derivative  instruments  embedded in other contracts) be recorded in the
balance  sheet as either an asset or liability  measured at its fair value.  The
statement  requires  that changes in the  derivative's  fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows a  derivative's  gains and losses to
offset related results on the hedged item in the income statement,  and requires
that a company formally  document,  designate,  and assess the  effectiveness of
transactions  that  receive  hedge  accounting  treatment.  Management  does not
believe  that the  adoption  of SFAS No. 133 will have a material  impact on the
Company's financial position or results of operations.

Information Regarding Forward Looking Statements
------------------------------------------------

     Statements   contained  in  this  Report  about  Seitel's  future  outlook,
prospects and plans, including those that express belief, expectation, estimates
or intentions,  as well as those that are not statements of historical fact, are
forward looking.  These statements  represent Seitel's reasonable belief and are
based on Seitel's  current  expectations  and assumptions with respect to future
events.  While Seitel believes its  expectations and assumptions are reasonable,
they involve risks and  uncertainties  beyond Seitel's  control that could cause
the actual results or outcome to differ  materially from the expected results or

<PAGE>

outcome. Such factors include any significant change in the oil and gas business
or the economy  generally,  changes in the exploration  budgets of the Company's
seismic data and related  services  customers,  actual  customer  demand for the
Company's seismic data and related services, the extent of the Company's success
in acquiring oil and gas properties and in discovering, developing and producing
reserves,  the timing and extent of changes in commodity prices for natural gas,
crude oil and  condensate  and natural gas liquids and conditions in the capital
markets and equity  markets  during the periods  covered by the forward  looking
statements, as well as the risk factors discussed in Seitel's other filings with
the Securities and Exchange Commission,  including its most recent Annual Report
on Form 10-K, a copy of which may be obtained from the Company  without  charge.
The  forward-looking  statements  contained  in this Report speak only as of the
date hereof, and Seitel disclaims any duty to update these statements.

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
           ----------------------------------------------------------

     The  Company  is  exposed  to market  risk,  including  adverse  changes in
commodity prices,  interest rates and foreign currency exchange rates.  Refer to
the  Company's  Form 10-K for the year ended  December  31,  1999 for a detailed
discussion of these risks. The following  information  discusses  changes in the
Company's market risk exposures since December 31, 1999.

Commodity Price Risk
--------------------

     During the first nine months of 2000,  the Company  recognized  net hedging
losses of  $1,692,000.  As of September  30, 2000,  the Company did not have any
open commodity price hedges.

Interest Rate Risk
------------------

     The Company may enter into various financial instruments,  such as interest
rate swaps,  to manage the impact of changes in interest rates.  Currently,  the
Company  has no open  interest  rate  swap or  interest  rate  lock  agreements.
Therefore, the Company's exposure to changes in interest rates primarily results
from its  short-term  and long-term  debt with both fixed and floating  interest
rates.

Foreign Currency Exchange Rate Risk
-----------------------------------

     The Company  conducts  business in the Canadian  dollar and pounds sterling
and is therefore  subject to foreign  currency  exchange rate risk on cash flows
related to sales, expenses,  financing and investing transactions.  On March 31,
2000, the Company entered into forward exchange  contracts to hedge a portion of
its foreign  currency  exchange risk related to its Canadian  activities.  As of
September 30, 2000, the Company had open forward exchange  contracts totaling $7
million  (Canadian  dollars)  at an  exchange  rate into U.S.  dollars  of .6925
maturing  in equal  amounts of $1  million  (Canadian  dollars)  each month from
October 2000 to April 2001.  Exposure from market rate  fluctuations  related to
activities in the Cayman  Islands,  where the Company's  functional  currency is
pounds sterling, is not material at this time.



<PAGE>



                           PART II - OTHER INFORMATION


Items 1., 2., 3.   Not applicable.
----------------

Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

     The Company's  Annual Meeting of Stockholders was held on October 19, 2000.
Matters voted upon at the Annual Meeting,  and the results of those votes are as
follows:

1.   The election of nine directors to serve until the 2001 Annual Meeting.

     Name                        No. of Votes For        No. of Votes Withheld
     ---------------------     --------------------     -----------------------

     Herbert M. Pearlman            20,954,798                  912,529
     Paul A. Frame                  20,954,698                  912,629
     Debra D. Valice                20,954,696                  912,631
     Walter M. Craig, Jr.           20,881,298                  986,029
     William Lerner                 20,954,598                  912,729
     John E. Stieglitz              20,954,598                  912,729
     Fred S. Zeidman                20,954,598                  912,729

Item 5.  Other Information.
--------------------------

     A shareholder  who wishes to make a proposal at the 2001 Annual  Meeting of
Shareholders  without  complying with the  requirements  of Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (and therefore without including the
proposal  in  the  Company's  proxy  materials)   should  notify  the  Company's
Secretary,  at the Company's  principal  executive offices,  of that proposal by
December 31, 2000. If a shareholder fails to give that notice by that date, then
the persons named as proxies in the proxy cards solicited by the Company's Board
of  Directors  for that meeting will be entitled to vote the proxy cards held by
them  regarding  that  proposal,  if properly  raised at the  meeting,  in their
discretion.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

         (a)      Exhibits

                  10.1     Seitel, Inc. 2000 Stock Option Plan Agreement

         (b)      Not applicable


<PAGE>





                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,

the  registrant  has duly  caused  this report to be signed on its behalf by the

undersigned thereunto duly authorized.


                                                SEITEL, INC.




Dated:  November 13,  2000                      /s/  Paul A. Frame
                                                --------------------------------
                                                     Paul A. Frame
                                                     President




Dated:  November 13,  2000                      /s/  Debra D. Valice
                                                --------------------------------
                                                     Debra D. Valice
                                                     Chief Financial Officer




Dated:  November 13,  2000                      /s/  Marcia H. Kendrick
                                                --------------------------------
                                                     Marcia H. Kendrick
                                                     Chief Accounting Officer




<PAGE>





                                     EXHIBIT
                                      INDEX
--------- ----------------------------------------------------------------------

Exhibit   Title                                                            Page
                                                                          Number
--------------------------------------------------------------------------------

10.1      Seitel, Inc. 2000 Stock Option Plan Agreement                     21