SEITEL, INC.
                      EMPLOYMENT AGREEMENT AMENDMENT NO. 2


     THIS EMPLOYMENT  AGREEMENT  AMENDMENT NO. 2 ( this  "Agreement") is between
Seitel, Inc. (the "Company"), a Delaware corporation with its principal place of
business  in  Houston,   Texas,  and  Debra  D.  Valice  (the  "Employee",   and
collectively  with the  Company,  the  "Parties"),  and is an  amendment to that
certain  Employment  Agreement  between  the  Company  and  the  Employee  dated
effective  March 11, 1993,  as  previously  amended by that  certain  Employment
Agreement  Amendment  dated  effective  as of January  1, 1998 (the  "Employment
Agreement").

     NOW, THEREFORE, the Parties do hereby agree as follows:

     1. Term. Section 2 of the Employment  Agreement,  "Term", is hereby deleted
in its entirety and replaced by the following:

          "2. Term:  The term of this  Agreement  shall begin on January 1, 1993
     and shall  terminate  on December  31, 1998 (being five (5) years after the
     commencement date); provided,  however, that commencing on January 1, 1994,
     and on each January 1 thereafter  (each a Renewal Date),  the term shall be
     automatically  extended  so as to  terminate  five years from such  Renewal
     Date,  unless at least  sixty (60) days prior to such  Renewal  Date either
     party hereto gives notice to the other that the term should not be extended
     for  an  additional  year  (the  "Termination  Date").  The  term  of  this
     Agreement,  as extended in the manner described in the preceding  sentence,
     is hereafter  sometimes  referred to as the "Employment  Period",  and each
     year of the Employment Period beginning January 1 and ending December 31 of
     any year is hereafter  sometimes  referred to as the Annual Period.  If the
     Employment Period reaches the Termination Date,  Employer will pay Employee
     for two (2)  additional  years after the end of the  Employment  Period the
     compensation  then  applicable,  which shall  include for  purposes of this
     payment  the Base  Salary,  together  with the  average  of all  bonus  and
     commission  payments  paid to  Employee  for the prior three (3) years (the
     Severance Payment). The Severance Payment will be paid provided Employee is
     available to act as a consultant  to Employer for up to fifty percent (50%)
     of  Employee's  work  related  time  (as  compared  to her  final  year  of
     employment)   (hereinafter,   the  "Consulting   Services").   If  Employee
     terminates this Agreement prior to the Termination Date, the Employer shall
     be under no  obligation  to pay Employee any  Severance  Payment.  Employer
     shall have no obligation to pay Employee any Severance Payment if Employee:

               (i)  Refuses to perform  the  consulting  services  requested  by
          Employer,  although there is no requirement that Employer request such
          services for Employee to be entitled to said payment; or

               (ii)  Violates  any of the  provisions  of the  confidential  and
          proprietary  information  or the  noncompete  provisions  set forth in
          paragraphs 13 and 14 herein."

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     2.  Amendment of Employment  Agreement.  This  Agreement is executed as and
shall  constitute  an  amendment  to the  Employment  Agreement,  and  shall  be
construed in connection with and as a part of the Employment  Agreement.  Except
as specifically  amended by this  Agreement,  all of the terms and provisions of
the Employment  Agreement shall remain in full force and effect. In the event of
any conflict between the terms of the Employment Agreement and the terms of this
Agreement, the terms of this Agreement shall apply.

     3. Controlling Law. The execution, validity, interpretation and performance
of this  Agreement  shall be determined and governed by the laws of the State of
Texas, and, in any action by the Company to enforce this Agreement, venue may be
had in Harris County, Texas.

     4.  Entire  Agreement.   The  Employment  Agreement,  as  amended  by  this
Agreement,  contains  the  entire  agreement  of  the  Parties.  The  Employment
Agreement and this Agreement may not be changed orally or by action or inaction,
but only by an agreement in writing signed by the Party against whom enforcement
of any waiver, change, modification, extension or discharge is sought.

     5. Severability. If any provision of this Agreement is rendered or declared
illegal or  unenforceable  by reason of any  existing  or  subsequently  enacted
legislation  or by decree of a court of last resort,  the Parties shall promptly
meet and negotiate substitute  provisions for those rendered or declared illegal
or unenforceable, but all remaining provisions of this Agreement shall remain in
full force and effect.

     6. Execution. This Agreement may be executed in multiple counterparts, each
of which  shall be deemed an  original  and all of which  shall  constitute  one
instrument.


     EXECUTED to be effective as of the 10th day of June, 1998.


                                        SEITEL, INC.



                                        By:  /s/ Paul A. Frame
                                             -----------------------------------
                                        Name:  Paul A. Frame
                                        Title:  President


                                        /s/ Debra D. Valice
                                        ----------------------------------------
                                        DEBRA D. VALICE