EXHIBIT 10.1

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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT  AGREEMENT is made effective as of
the 1st day of April, 2000, by and between Seitel,  Inc., a Delaware corporation
(hereinafter  called the "Company"),  and Horace A. Calvert  (hereinafter called
"Employee");

                              W I T N E S S E T H:

         WHEREAS,  effective  January 1, 1991, the Company and Employee  entered
into an Employment  Agreement,  as amended effective January 1, 1998 (the "Prior
Agreement")  under  which  Employee  would be employed by the Company for a five
year term, as automatically extended annually; and

         WHEREAS,  the  parties to said  Prior  Agreement  desire to  completely
amend,  restate and supersede said Prior Agreement to provide for the employment
of Employee on different terms in a capacity through May 31, 2004; and

         WHEREAS,   Section  17(b)  of  the  Prior  Agreement  contemplates  the
amendment of the Prior Agreement with the mutual written consent of the parties.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained including,  without limitation,  Employee's agreement to sign a
Waiver and  Release of claims as  provided in  Paragraph  1, the parties  hereto
agree that the Prior  Agreement  shall be amended and restated in its  entirety,
effective April 1, 2000, to read as follows:

         1. Release.  Except as provided in this  Agreement,  employee agrees to
release  and  forever  discharge  the  Company,   DDD  Energy,  their  officers,
directors,  agents,  servants,  and employees,  their successors,  assigns,  and
insurers and their parents,  subsidiaries and affiliates,  and any and all other
persons, firms, organizations, and corporations from any and all damage, losses,
causes  of  action,  expenses,  demands,  liabilities,  and  claims on behalf of
Employee, Employee's heirs, executors,  administrators, and assigns with respect
to all matters  relating to the  Company and to DDD Energy  (including,  without
limitation,  the Prior  Agreement)  and  Employee  hereby  accepts  the  salary,
benefits,  and  other  items  described  herein in full  settlement  of all such
damages, losses, causes of action, expenses,  demands,  liabilities,  and claims
Employee now has or may have with respect to such matters. Employee acknowledges
and agrees  that a  substantial  portion of the  consideration  provided in this
Agreement is in addition to, separate and apart from any  consideration to which
Employee is otherwise entitled.

         This release includes,  but is not limited to, claims arising under the
Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, the Americans with  Disabilities Act,
the Family and Medical  Leave Act,  the Texas  Labor Code,  any state or federal
statute,  regulation or common law  pertaining to  "whistleblowers,"  claims for
breach of contract, tort or personal injury of any sort, and any claim under any
other  state or  federal  statute  or  regulation,  in equity or at common  law.
Further, by accepting the salary compensation described in Paragraph 3, Employee
agrees  (except as provided in Paragraph 18) not to sue the Company,  DDD Energy
or the related persons and entities  described above.  Employee agrees that this
Agreement  is valid,  fair,  adequate  and  reasonable,  was  entered  into with
Employee's  full  knowledge  and consent,  and was not procured  through  fraud,
duress or mistake. Employee shall have twenty-one (21) days to decide whether to
sign this Agreement and be bound by its terms.  Employee shall have the right to
revoke or cancel it within  seven (7) days after  Employee  has signed it.  This
cancellation  or  revocation  can  be  accomplished  by  delivery  of a  written
notification  to the Chief Executive  Officer of the Company.  In the event that
this  Agreement is canceled or revoked,  the Company shall have no obligation to
furnish the payments and benefits  described herein,  except for accrued salary,
any rights to the Company's  401(k) Plan and stock options and warrants that are
vested as of the date of the cancellation or revocation.  Employee  acknowledges
that  Employee has been advised in writing to consult with an attorney  prior to
signing this  Agreement  and has had an adequate  opportunity  to seek advice of
Employee's  own  choosing.  Employee  acknowledges  that  Employee has read this
Agreement,  has had an  opportunity  to ask  questions and have it explained and
that Employee  understands  that the Agreement will have the effect of knowingly
and voluntarily  waiving any action Employee might pursue,  including  breach of
contract,  personal injury,  retaliation,  discrimination  on the basis of race,
age, sex,  national origin,  or disability and any other claims arising prior to
the date of the Agreement.

         2.  Employment;  Employment Term. The Company hereby agrees to continue
Employee  in its  employ,  and  Employee  agrees to remain in the  employ of the
Company effective as of the date hereof.  Effective May 31, 2000, Employee shall
resign as a member of the  Board of  Directors  of the  Company,  including  any
position with any committee thereof, and shall relinquish the titles and offices
of Chief Operating  Officer and Executive  Vice-President  of the Company and as
President  and Chief  Executive  Officer of DDD  Energy,  along with any and all
other positions with the Company (except as otherwise provided in this Paragraph
2), DDD Energy and any  related  entities  and shall  continue to be employed as
Counselor to the Chief Executive  Officer of the Company for the Employment Term
(as defined below) with such duties and  responsibilities  as may be assigned to
Employee  from time to time by Paul  Frame.  The term of  employment  under this
Agreement  shall  commence upon the date hereof and shall expire on the close of
business  on May  31,  2004,  unless,  in  either  case,  employment  is  sooner
terminated  under Paragraph 11 ("Employment  Term").  The employment of Employee
shall be subject to the other terms and conditions of this Agreement.

         3.  Salary  Compensation.  Effective  as  of  the  date  hereof  as  an
inducement to restructure the Prior Agreement, Employee shall receive the excess
of one-half of one percent of second  quarter  2000  revenues and two percent of
second  quarter 2000 pre-tax  profits in excess of $212,500.  Effective  July 1,
2000, and for the remainder of the Employment Term, the Company hereby agrees to
pay as current salary  compensation to Employee  $850,000 on an annualized basis
but payable in semi-monthly  installments  subject to applicable tax withholding
obligations;  provided, however, that if Employee accepts a position with Vision
Energy in the event of an underwritten  public offering of common stock pursuant
to a registration  statement filed with the Securities and Exchange  Commission,
any monetary  compensation  Employee receives from Vision Energy will be applied
as an offset to the remaining semi-monthly  installments otherwise payable under
this Paragraph 3.

         4. Stock  Options.  Employee's  stock options  shall remain  subject to
the terms and conditions of the applicable  stock option plans and related stock
option agreements.

         5.  Warrants.  Employee's  warrants  shall remain  subject to the terms
and  conditions  set forth in the  certificate  of  warrant  and any  applicable
agreement and/or plan.

         6. Salary  Continuation  Benefits.  The  Company  will pay, so long  as
this Agreement is in full force and effect on the date of Employee's  death, the
remainder,  if any, of the salary compensation payable under Paragraph 3 of this
Agreement to Employee's estate or his designee.

         7.  Deferred   Compensation   Program.    Employee   is   entitled   to
Employee's deferred compensation vested as of May 31, 2000 payable in accordance
with the terms of the Deferred Compensation Program.

         8. Savings Plan.  Employee shall continue to participate in the Seitel,
Inc.  401(k) Plan on the same terms and  conditions  as are  applicable to other
salaried employees of the Company.

         9.  Welfare  Benefits.  Except  as is  specifically  provided  in  this
Agreement to the contrary,  in accordance  with the terms and  conditions of the
medical,  dental and other welfare benefit plans in which Employee  participated
as of May 31, 2000 ("Welfare Plans"),  Employee will be permitted to continue to
participate  in such  Welfare  Plans  for the  Employment  Term  subject  to the
Company's right, in its sole discretion,  to change or discontinue any or all of
the Welfare Plans, in whole or in part, at any time.

         10.  Benefits  Under All Other  Agreements,  Arrangements,  and  Plans.
Employee hereby agrees that the benefits,  payments and other items described in
this  Agreement  supersede,  replace,  and are in lieu of any and all  benefits,
payments  or other  items  that may have  been due to  Employee  under any other
agreements (including, but not limited to the Prior Agreement),  arrangements or
plans with, or of, the Company, except as otherwise provided herein.


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         11.  Termination of Employment.

              (a)   By the Company for Due Cause.

                    Nothing  herein shall  prevent the Company from  terminating
               Employee for Due Cause in which event the  Employment  Term shall
               end and  Employee  shall  continue to receive  salary and benefit
               coverages  provided for in this Agreement only through the period
               ending  with the date of such  termination  as  provided  in this
               Paragraph 11(a). Any other rights and benefits  Employee may have
               under other  employee  benefit plans and programs of the Company,
               generally,  shall be determined  in accordance  with the terms of
               such plans and  programs.  The term "Due  Cause" as used  herein,
               shall mean (x) Employee has committed a willful serious act, such
               as embezzlement,  against the Company intending to enrich himself
               at the expense of the Company or has been  convicted  of a felony
               involving  moral  turpitude or (y) Employee,  in carrying out his
               duties hereunder,  has been guilty of (i) willful,  gross neglect
               or (ii)  willful,  gross  misconduct  resulting in either case in
               material harm to the Company.

               (b)  By  Company   Other  Than  For  Due  Cause.   If  Employee's
                    employment under this Agreement is terminated by the Company
                    for any reason  other than as  provided in  Paragraph  11(a)
                    hereof,  the Company shall (i) pay to Employee in a lump sum
                    amount the amount of  annualized  salary  compensation  that
                    would have been paid to Employee  under  Paragraph 3 for the
                    remainder of the Employment  Term,  (ii) permit Employee and
                    Employee's  dependents  continued  participation  in Company
                    medical  plans  previously  available  to  Employee  for the
                    remainder of the Employment Term.

               (c)  By Employee.  Employee may terminate his  employment and the
                    Employment  Term under this  Agreement  by providing 30 days
                    written  notice to the Company in which event Employee shall
                    be  entitled  only to  those  benefits  as are  specifically
                    provided  under the terms of a  particular  benefit  plan or
                    program,   and  salary  payments  under  Paragraph  3  shall
                    immediately cease.

               (d)  By  Death  or  Disability.  In the  event  of the  death  of
                    Employee  during the Employment  Term,  salary  continuation
                    benefits  shall  be paid  pursuant  to  Paragraph  6 of this
                    Agreement.  In the  event  of the  death  or  Disability  of
                    Employee during the Employment  Term, the policies and plans
                    of the  Company  applicable  to  Employee  shall  govern all
                    payments  to be  made  to  Employee  or  to  his  estate  or
                    beneficiaries,  and  this  Agreement  shall  terminate.  For
                    purposes of this Agreement, "Disability" means that Employee
                    is unable to perform his duties under this Agreement for 120
                    consecutive  days,  or 180  days  during  any  twelve  month
                    period.  The date of termination due to Disability  shall be
                    the  date  Employee  elects  to  terminate  service  due  to
                    Disability  or, if  earlier,  the date the Board  determines
                    that Employee has met the definition of Disability.

         12.  Confidentiality Agreement  Employee  recognizes   and acknowledges
that Employee will continue during the Employment Term to have access to secret,
confidential  and  proprietary  information,  the  disclosure  of which could be
harmful to the  interests of the Company and DDD Energy.  Employee  acknowledges
and agrees that Employee will take  appropriate  precautions  to safeguard  such
information and to hold in strict confidence all such information that is now or
later comes into Employee's possession,  knowledge or control.  Confidential and
proprietary  information  shall not  include  information  that is in the public
domain  through no act or omission by Employee or that Employee is authorized to
disclose.  Employee acknowledges and agrees that this promise of confidentiality
shall survive after the expiration of the Employment Term.

         13.  Noncompetition  Agreement.  In  consideration  of  the  foregoing,
Employee hereby agrees that,  during the period commencing as of the last day of
the  Employment  Term  (the  "Termination  Date")  and  ending  as of the  first
anniversary  of the  Termination  Date, in the areas within a 200 mile radius of
(i)  Houston,  Texas,  (ii) New Orleans,  Louisiana,  or (iii) any other city in
which the  Company has an office on the  Termination  Date,  and for  businesses
related to the oil and gas industry (the "Relevant  Geographic  Area")  Employee
will not (a) accept  employment or render  service to any person that is engaged
in a business  directly  competitive  with the  business  then engaged in by the
Company  or any of its  affiliates,  (b)  enter  into  or  take  part in or lend
Employee's  name  as  principal,   director,  officer,  executive,   independent
contractor,  partner or advisor, or accept employment for any purpose that would
be competitive  with the business of the Company or any of its affiliates or (c)
ending  as of the  second  anniversary  of the  Termination  Date,  directly  or
indirectly,  solicit or induce, or attempt to solicit or induce, any employee to
leave the Company for any reason whatsoever (all of the foregoing activities are
collectively  referred  to as the  "Prohibited  Activity");  provided,  however,
Employee  may serve as a director  of a business  that is  competitive  with the
Company in the Relevant  Geographic  Area, if Employee and such  business  agree
that  Employee  cannot and will not act as a director or  otherwise  advise that
business on any matter involving the Relevant Geographic Area.
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         It shall not be  considered a violation of this  Agreement for Employee
to be a passive  investor in any enterprise that might be viewed as a competitor
of the Company.

         In addition to all other remedies at law or in equity which the Company
may have for breach of a provision  of this  Paragraph  13, it is agreed that in
the event of any breach or attempted or threatened breach of any such provision,
the  Company  shall  be  entitled,  upon  application  to any  court  of  proper
jurisdiction,  to  a  temporary  restraining  order  or  preliminary  injunction
(without the necessity of (i) proving  irreparable  harm, (ii) establishing that
monetary  damages are inadequate or (iii) posting any bond with respect thereto)
against Employee  prohibiting  such breach or attempted or threatened  breach by
proving only the existence of such breach or attempted or threatened  breach. If
the  provisions  of this  Paragraph 13 should ever be deemed to exceed the time,
geographic or occupational limitations permitted by the applicable law, Employee
and the Company agree that such  provisions  shall be and are hereby reformed to
the maximum  time,  geographic  or  occupational  limitations  permitted  by the
applicable law.

         Employee  acknowledges,  agrees and stipulates  that: (i) the terms and
provisions  of  this  agreement  are  reasonable  and  constitute  an  otherwise
enforceable agreement to which the terms and provisions of this Paragraph 13 are
ancillary or a part of as  contemplated  by TEX.  BUS. & COM.  CODE ANN.  ss.ss.
15.50-15.52, or any successor provisions; (ii) the consideration provided by the
Company under this agreement is not illusory;  and (iii) the consideration given
by the Company  under this  agreement  gives rise to the  Company's  interest in
restraining  and prohibiting  Employee from engaging in the Prohibited  Activity
within the Relevant  Geographic  Area as provided  under this  Paragraph 13, and
Employee's covenant not to engage in the Prohibited Activity within the Relevant
Geographic Area pursuant to this Paragraph 13 is designed to enforce  Employee's
consideration (or return promises).  Moreover,  Employee agrees and acknowledges
that  Employee's  providing  services  in the  Relevant  Geographic  Area  for a
competitor of the Company would be detrimental to the Company and, consequently,
acknowledges that the geographic and business parameters of Employee's agreement
not to compete are justified and not overly broad.

         If the Company  initiates  a judicial  proceeding  against  Employee to
enforce this Paragraph 13 and the Company does not prevail in whole or part, the
Company shall pay Employee's reasonable attorney's fees.

         14.  Prohibition Against  Assignment. The right of Employee to benefits
under this Agreement shall not be assigned,  transferred,  pledged or encumbered
in any way, and any attempt at  assignment,  transfer,  pledge,  encumbrance  or
other disposition of such benefits shall be null and void and without effect.

         15.  Binding  Effect.   This   Agreement  shall  be  binding  upon  and
enure to the benefit of the Company,  its successors and assigns,  and Employee,
his heirs, executors, administrators and legal representatives.

         16.  Entire   Agreement.   This   Agreement   constitutes   the  entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,  and may be modified only by a writing  executed by the parties  hereto.
The  waiver  by either  party to this  Agreement  of a breach  of any  provision
thereof by the other party shall not operate or be  construed as a waiver of any
subsequent breach of such party.

         17.  Governing  Law.     This  Agreement  shall   be  governed  by  and
construed in accordance with the laws of the State of Texas.

         18.  Resolution of Disputes.

              (a)   All  controversies and claims arising under or in connection
                    with  this  Agreement  or  relating  to the  interpretation,
                    breach  or   enforcement   thereof  or  of  the   agreements
                    referenced  herein,  and  all  other  disputes  between  the
                    parties,  shall at the  election of Employee or the Company,
                    be resolved by expedited, binding arbitration, to be held in
                    Houston,  Texas in accordance  with the rules and procedures
                    of the American Arbitration Association governing employment
                    disputes.  Any  award  made by such  arbitrator(s)  shall be
                    final,  binding  and  conclusive  on  the  parties  for  all
                    purposes,  and  judgment  upon  the  award  rendered  by the
                    arbitrator(s)   may  be   entered   in  any   court   having
                    jurisdiction thereof.

              (b)   Any and all reasonable  legal fees and expenses  incurred by
                    Employee  in  seeking  to  enforce  any  rights to  benefits
                    provided  by this  Agreement  or the  agreements  referenced
                    herein shall be promptly  paid by the Company if Employee is
                    successful  in whole or in part in  obtaining  or  enforcing
                    said rights to benefits pursuant to arbitration.

         19.  Severability.      The   invalidity   or   enforceability  of  any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.
<PAGE>

         20.  Amendment.    This   Agreement  may  be  amended  only  by  mutual
consent of the parties hereto evidenced in writing.

         21.  Notices.  Any notice  required or permitted to be given under this
Agreement  shall be sufficient  if in writing and if given to Employee,  sent by
certified  or  registered  mail to  Employee's  residence  (if  such  notice  is
addressed  to  Employee)  or if  given  to the  Company,  sent to the  principal
executive offices of the Company.

         22.  Representation.

              (a)   Employee hereby  represents and warrants to the Company that
                    Employee  is not  aware  of  any  presently  existing  fact,
                    circumstance or event (including,  without  limitation,  any
                    contractual or other legal  constraint) which would preclude
                    or  restrict  him  from  entering  into  this  Agreement  or
                    providing to the Company the services  contemplated  by this
                    Agreement,  or which  would  give rise to any  breach of any
                    term or provision hereof.

              (b)   The Company hereby  represents and warrants to Employee that
                    (i) it has received  all  authorizations  necessary  for the
                    execution of this  Agreement on the terms and conditions set
                    forth herein,  (ii) there are no regulatory  approvals  that
                    are  necessary for the  execution  and  performance  of this
                    Agreement  by the  Company,  and  (iii)  its  entering  this
                    Agreement and the performance of its obligations  under this
                    Agreement will not violate any agreement between the Company
                    and any other  person,  firm or  organization  or any law or
                    governmental regulation.

         IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement  (in
multiple copies) effective as of the day and year first above written.


                                       SEITEL, INC.



/s/ Horace A. Calvert                   /s/ Paul A. Frame
-----------------------------           ----------------------------------------
Horace A. Calvert                       Paul A. Frame
                                        President and Chief Executive Officer