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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 June 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 August 10,  2000  there were  24,030,581  shares of the  Company's  common
stock, par value $.01 per share outstanding.


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


                                      INDEX


                                                                            Page
PART I.  FINANCIAL INFORMATION

         Item 1.     Financial Statements

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

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

         Consolidated Statements of Income (Unaudited)
         for the Six Months Ended June 30, 2000 and 1999..................    5

         Consolidated Statements of Stockholders' Equity
         for the Six Months Ended June 30, 2000 (Unaudited)
         and for the year ended December 31, 1999.........................    6

         Consolidated Statements of Cash Flows (Unaudited)
         for the Six Months Ended June 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................................................    17

<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)
                                                                   June 30,          December 31,
                                                                     2000                1999
                                                                   ---------           ---------
<S>                                                                <C>                 <C>
ASSETS
   Cash and equivalents                                            $   1,863           $   5,188
   Receivables
     Trade, net of allowance                                          53,419              62,240
     Notes and other                                                     366                 436
   Net data bank                                                     342,303             329,885
   Net oil and gas properties                                        152,841             150,166
   Net other property and equipment                                    2,227               2,421
   Investment in marketable securities                                 1,508                 993
   Prepaid expenses, deferred charges and other assets                 5,030               4,590
                                                                   ---------           ---------

   TOTAL ASSETS                                                    $ 559,557           $ 555,919
                                                                   =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Accounts payable and accrued liabilities                        $  44,336           $  49,785
   Income taxes payable                                                1,915                 373
   Debt
     Senior Notes                                                    184,667             184,667
     Lines of credit                                                  42,498              40,500
     Term loans                                                           --                  33
   Obligations under capital leases                                       24                  23
   Contingent payables                                                   274                 274
   Deferred income taxes                                              34,259              32,778
   Deferred revenue                                                      175               4,462
                                                                   ---------           ---------
TOTAL LIABILITIES                                                    308,148             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
     24,321,131 and 24,285,795 at June 30, 2000
     and December 31,1999, respectively                                  243                 243
   Additional paid-in capital                                        147,727             147,549
   Retained earnings                                                 113,497             110,117
   Treasury stock, 305,518 and 680,518 shares at cost
     at June 30, 2000 and December 31, 1999, respectively             (2,818)             (6,279)
   Notes receivable from officers and employees                       (6,415)             (6,915)
   Accumulated other comprehensive income (loss)                        (825)             (1,691)
                                                                   ---------           ---------
TOTAL STOCKHOLDERS' EQUITY                                           251,409             243,024
                                                                   ---------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 559,557           $ 555,919
                                                                   =========           =========
</TABLE>

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



<PAGE>


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

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

<S>                                                                      <C>                <C>
REVENUE                                                                  $ 40,067           $ 34,127


EXPENSES
   Depreciation, depletion and amortization                                18,722             15,048
   Cost of sales                                                            1,557              1,187
   Selling, general and administrative expenses                             8,011              7,278
   Restructuring charge                                                     4,394                 --
                                                                         --------           --------
                                                                           32,684             23,513
                                                                         --------           --------

INCOME FROM OPERATIONS                                                      7,383             10,614

Interest expense, net                                                      (3,143)            (2,860)
                                                                         --------           --------

Income before provision for income taxes                                    4,240              7,754

Provision for income taxes                                                  2,374              2,879
                                                                         --------           --------

NET INCOME                                                               $  1,866           $  4,875
                                                                         ========           ========

Net income per share:
   Basic                                                                 $    .08           $    .20
                                                                         ========           ========
   Diluted                                                               $    .08           $    .20
                                                                         ========           ========


Weighted average number of common and common equivalent shares:
   Basic                                                                   23,661             23,809
                                                                         ========           ========
   Diluted                                                                 23,751             24,844
                                                                         ========           ========
</TABLE>

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







<PAGE>


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

                                                                          Six Months Ended June 30,
                                                                         ---------------------------
                                                                           2000               1999
                                                                         --------           --------

<S>                                                                      <C>                <C>
REVENUE                                                                  $ 68,498           $ 72,008


EXPENSES
   Depreciation, depletion and amortization                                31,881             32,787
   Cost of sales                                                            3,207              2,479
   Selling, general and administrative expenses                            14,681             14,482
   Restructuring charge                                                     4,394                 --
                                                                         --------           --------
                                                                           54,163             49,748
                                                                         --------           --------

INCOME FROM OPERATIONS                                                     14,335             22,260

Interest expense, net                                                      (6,241)            (5,023)
Equity in loss of affiliate                                                    --                (91)
Impairment due to dividend distribution
   of affiliate stock                                                          --             (7,794)
                                                                         --------           --------

Income before provision for income taxes                                    8,094              9,352
Provision for income taxes                                                  3,723              3,727
                                                                         --------           --------

NET INCOME                                                               $  4,371           $  5,625
                                                                         ========           ========

Net income per share:
   Basic                                                                 $    .18           $    .24
                                                                         ========           ========
   Diluted                                                               $    .18           $    .23
                                                                         ========           ========


Weighted average number of common and common equivalent shares:
   Basic                                                                   23,643             23,720
                                                                         ========           ========
   Diluted                                                                 23,747             24,318
                                                                         ========           ========
</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                        35,336     -         156          -         -        -           -             -
  Tax reduction from exer-
     cise of stock options                       -     -          22          -         -        -           -             -
  Issuance of shares in
     connection with
     restructuring                               -     -           -       (991)  375,000    3,461           -             -
  Payments received on
     notes receivable from
     officers and employees                      -     -           -          -         -        -         500             -
  Net income               $    4,371                                     4,371
  Foreign currency trans-
     lation adjustments           523            -     -           -          -         -        -           -           523
  Unrealized gain on mar-
     ketable securities
     net of income tax
     expense of $172              343            -     -           -          -         -        -           -           343
                             --------
  Comprehensive income     $    5,237
                             ========   ---------- -----   ---------  ---------  --------  -------    --------    ----------

Balance, June 30, 2000
       (unaudited)                      24,321,131 $ 243   $ 147,727  $ 113,497  (305,518) $(2,818)   $ (6,415)   $     (825)
                                        ========== =====   =========  =========  ========  =======    ========    ==========
</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>
                                                                      Six Months Ended June 30,
                                                                     --------------------------
                                                                       2000              1999
                                                                     --------          --------
<S>                                                                  <C>               <C>
Cash flows from operating activities:
   Cash received from customers                                      $ 73,032          $ 70,882
   Cash paid to suppliers and employees                               (22,181)          (18,962)
   Interest paid                                                       (6,621)           (1,683)
   Interest received                                                      392               327
   Income taxes paid                                                     (720)           (1,766)
                                                                     --------          --------
     Net cash provided by operating activities                         43,902            48,798
                                                                     --------          --------

Cash flows from investing activities:
   Cash invested in seismic data                                      (38,503)          (92,291)
   Cash invested in oil and gas properties                            (10,647)          (22,360)
   Cash paid to acquire property and equipment                           (288)             (616)
   Deferred IPO Costs                                                    (889)               --
   Investment in marketable securities                                     --            (3,043)
                                                                     --------          --------
     Net cash used in investing activities                            (50,327)         (118,310)
                                                                     --------          --------

Cash flows from financing activities:
   Borrowings under line of credit agreement                           26,697            40,282
   Principal payments under line of credit                            (24,699)         (113,470)
   Principal payments on term loans                                       (33)              (74)
   Principal payments on capital lease obligations                        (21)              (18)
   Proceeds from issuance of senior notes                                  --           138,000
   Proceeds from issuance of common stock                                 158             5,175
   Costs of debt and equity transactions                                   (2)           (2,034)
   Payments on notes receivable from officers and employees               500             1,241
                                                                     --------          --------
     Net cash provided by financing activities                          2,600            69,102
                                                                     --------          --------

Effect of exchange rate changes                                           500                25
                                                                     --------          --------

Net decrease in cash and equivalents                                   (3,325)             (385)

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

Cash and equivalents at end of period                                $  1,863          $  2,776
                                                                     ========          ========
</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>
                                                                                Six Months Ended June 30,
                                                                               ---------------------------
                                                                                 2000               1999
                                                                               --------           --------
<S>                                                                            <C>                <C>
Reconciliation of net income to net cash provided by operating activities:
Net income                                                                     $  4,371           $  5,625
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Impairment due to dividend distribution of
     affiliate stock                                                                 --              7,794
   Depreciation, depletion and amortization                                      31,888             32,787
   Restructuring charge                                                           2,470                 --
   Deferred income tax provision                                                  1,450              1,938
   Non-cash sales                                                                    --             (6,363)
   Equity in loss of affiliate                                                       --                 91
   Decrease in receivables                                                        8,891             10,291
   Increase in other assets                                                        (356)              (288)
   Decrease in accounts payable and other liabilities                            (4,812)            (3,077)
                                                                               --------           --------
     Total adjustments                                                           39,531             43,173
                                                                               --------           --------


Net cash provided by operating activities                                      $ 43,902           $ 48,798
                                                                               ========           ========



Supplemental schedule of non-cash investing and financing activities:
   Dividend distribution of affiliate stock                                    $     --           $  6,365
                                                                               ========           ========
   Capital lease obligations incurred                                          $     22           $     --
                                                                               ========           ========
</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)
June 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 six months ended June 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 six months  ended
June 30, 2000 and 1999 consist of the following  (in thousands  except per share
amounts):
<TABLE>
<CAPTION>
                                               Three Months Ended                 Six Months Ended
                                                    June 30,                           June 30,
                                            ------------------------          ------------------------
                                             2000             1999             2000             1999
                                            -------          -------          -------          -------
<S>                                         <C>              <C>              <C>              <C>
Net income                                  $ 1,866          $ 4,875          $ 4,371          $ 5,625
                                            =======          =======          =======          =======

Basic weighted average shares                23,661           23,809           23,643           23,720
Effect of dilutive securities: (1)<F1>
   Options and warrants                          90            1,035              104              598
                                            -------          -------          -------          -------
Diluted weighted average shares              23,751           24,844           23,747           24,318
                                            =======          =======          =======          =======
Net income per share:
   Basic                                    $   .08          $   .20          $   .18          $   .24
   Diluted                                  $   .08          $   .20          $   .18          $   .23
                                                                                               -------
-------------------------
<FN>
(1)<F1>  During the second  quarter of 2000 and 1999 and the first six months of
         2000 and 1999,  a weighted  average  number of options and  warrants to
         purchase 6,169,000,  342,000,  6,208,000,  and 265,000 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 89%) 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 ten 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 ten-year  straight-line  method. As of June 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 six months of 1999,  the Company  licensed  seismic data
valued at  $6,363,000  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 six
months  ended  June 30,  2000 and  1999,  exploration  and  development  related
overhead costs of $946,000 and $973,000,  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 six months ended June 30, 2000 and 1999,  interest costs of
$1,484,000 and $1,582,000,  respectively,  have been  capitalized to oil and gas
properties.

         In August 2000,  the Company  sold its working  interest in 8 producing
oil and gas wells and  associated  leasehold  for  proceeds of $16.9  million or
approximately $12.6 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.
<PAGE>

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
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 six
months ended June 30, 2000 and 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
                                                           Exploration
                                                              and              Total
                                           Seismic         Production         Segments
                                          --------          --------          --------
<S>                                       <C>               <C>               <C>
Three months ended June 30, 2000
--------------------------------
Revenue from external purchasers          $ 33,980          $  6,087          $ 40,067
Depreciation, depletion
  and amortization                          15,461             2,970            18,431
Cost of sales                                  403             1,154             1,557
Segment operating income                    18,116             1,963            20,079
Capital expenditures (a)<F1>                18,318             4,433            22,751
Assets                                     392,132           159,740           551,872

Three months ended June 30, 1999
--------------------------------
Revenue from external purchasers          $ 29,540          $  4,587          $ 34,127
Depreciation, depletion
  and amortization                          12,702             2,057            14,759
Cost of sales                                   66             1,121             1,187
Segment operating income                    16,772             1,409            18,181
Capital expenditures (a)<F1>                23,414             4,426            27,840
Assets                                     365,473           163,988           529,461

Six months ended June 30, 2000
------------------------------
Revenue from external purchasers          $ 56,999          $ 11,499          $ 68,498
Depreciation, depletion
  and amortization                          25,749             5,542            31,291
Cost of sales                                  480             2,727             3,207
Segment operating income                    30,770             3,230            34,000
Capital expenditures (a)<F1>                38,076             8,242            46,318
Assets                                     392,132           159,740           551,872

Six months ended June 30, 1999
------------------------------
Revenue from external purchasers          $ 63,462          $  8,546          $ 72,008
Depreciation, depletion
  and amortization                          28,080             4,138            32,218
Cost of sales                                  131             2,348             2,479
Segment operating income                    35,251             2,060            37,311
Capital expenditures (a)<F1>                79,203            14,125            93,328
Assets                                     365,473           163,988           529,461
<FN>
(a)<F1>  Includes other ancillary equipment.
</FN>
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                                   Three Months Ended                Six Months Ended
                                                                        June 30,                         June 30,
                                                                ------------------------          ------------------------
                                                                 2000             1999             2000              1999
                                                                -------          -------          -------          -------
<S>                                                             <C>              <C>              <C>              <C>
Income from continuing operations before income taxes:
     Total reportable segment operating income                  $20,079          $18,181          $34,000          $37,311
     Selling general and administrative expense                  (8,011)          (7,278)         (14,681)         (14,482)
     Restructuring charge                                        (4,394)              --           (4,394)              --
     Interest expense, net                                       (3,143)          (2,860)          (6,241)          (5,023)
     Equity in loss of affiliate                                     --               --               --              (91)
     Impairment due to dividend distribution of
       affiliate stock                                               --               --               --           (7,794)
     Eliminations and other                                        (291)            (289)            (590)            (569)
                                                                -------          -------          -------          -------
     Income from continuing operations before
       income taxes                                             $ 4,240          $ 7,754          $ 8,094          $ 9,352
                                                                =======          =======          =======          =======
</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  $5,609,000  for the  second  quarter  of  2000  and
$8,114,000  for the six months ended June 30, 2000 as compared to $4,875,000 for
the second  quarter of 1999 and  $10,750,000  for the six months  ended June 30,
1999.  Additionally,  in the second  quarter  and first six months of 2000,  the
Company recorded a non-recurring restructuring charge of $3,743,000, net of tax,
bringing  net  income  for the  second  quarter  and first six months of 2000 to
$1,866,000 and $4,371,000,  respectively.  Additionally, in the first six 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
six months ended June 30, 1999 to $5,625,000.

RESULTS OF OPERATIONS

         Total revenue was $40,067,000 and $34,127,000 in the second quarters of
2000 and 1999,  respectively,  and  $68,498,000 and $72,008,000 in the first six
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  $33,980,000  in the
second  quarter of 2000 compared to  $29,540,000  in the second quarter of 1999.
This  increase in revenue was  primarily  due to an  increase  in  licensing  of
existing  data from the Company's  data  library.  Revenue from the marketing of
seismic  data was  $56,999,000  in the first  six  months  of 2000  compared  to
$63,462,000  in the first six months of 1999.  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 half of 2000,  which was the primary reason for lower
seismic  revenue than in the first half of 1999.  However,  with the increase in
demand for seismic data that the Company has  experienced  since  mid-June,  the
Company has started to commit more capital to new data creation beginning in the
third quarter of 2000.



<PAGE>


         Net  volume  and  price  information  for  the  Company's  oil  and gas
production  for the  second  quarters  and first six months of 2000 and 1999 are
summarized in the following table:
<TABLE>
<CAPTION>
                                                           Quarter Ended                         Six Months Ended
                                                             June 30,                                June 30,
                                                    ----------------------------          ----------------------------
                                                      2000               1999               2000                1999
                                                    ---------          ---------          ---------          ---------

<S>                                                 <C>                <C>                <C>                <C>
Natural gas volumes (mmcf)                              1,305              1,446              2,610              3,076
Average natural gas price ($/mcf)                   $    3.01          $    2.16          $    2.88          $    2.00
Crude oil/condensate volumes (mbbl)                        83                 97                153                181
Average crude oil/condensate price ($/bbl)          $   25.24          $   14.45          $   25.25          $   12.44
</TABLE>

         Oil and gas  revenue  was  $6,087,000  in the  second  quarter  of 2000
compared to $4,587,000 in the second quarter of 1999 and was  $11,499,000 in the
first six months of 2000 compared to $8,546,000 in the first six 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 second  quarter and
first half 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 a decline  related  to a group of wells  that was sold in July  1999.
These declines were partially offset by production from newer wells.

         Oil and gas revenue includes losses from hedging activities of $851,000
in the second  quarter of 2000 and $102,000 in the second  quarter of 1999.  The
loss from hedging activities for the six months ended June 30, 2000 and 1999 was
$913,000 and $102,000 respectively. The Company's hedges expire in August 2000.

         In August 2000,  the Company  sold its interest in 8 producing  oil and
gas  wells  and   associated   leasehold   for  proceeds  of  $16.9  million  or
approximately  $12.6 million,  net of revenues and costs.  Production from these
wells  totaled  approximately  12,000  barrels of oil and 485 mmcf in the second
quarter of 2000.

         Depreciation,  depletion and  amortization  consists  primarily of data
bank   amortization  and  depletion  of  oil  and  gas  properties.   Data  bank
amortization  was  $15,461,000  during the second  quarter of 2000  compared  to
$12,702,000  during the second  quarter of 1999 and was  $25,749,000  during the
first six months of 2000 compared to $28,080,000  during the first six 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 44% for the second quarters of 2000 and
1999,  respectively,  and was 46% and 45% for the first  six  months of 2000 and
1999,  respectively.  See Note C for a discussion of the Company's  seismic data
amortization policy.

         Depletion  of oil and gas  properties  was  $2,970,000  for the  second
quarter of 2000 compared to  $2,057,000  for the second  quarter of 1999,  which
amounted to $1.65 and $1.01, respectively,  per mcfe of gas produced during such
periods.  For the six months ended June 30, 2000 and 1999,  depletion of oil and
gas properties was $5,542,000 and  $4,138,000,  respectively,  which amounted to
$1.57 and $.99, 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 June 30, 2000 than at June 30, 1999.

         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 $1,154,000 or $.64 per mcfe of gas produced in the second quarter of
2000  compared  to  $1,121,000,  or $.55 per mcfe of gas  produced in the second
quarter of 1999. Oil and gas production costs amounted to $2,727,000 or $.77 per
mcfe of gas produced in the first six months of 2000  compared to  $2,348,000 or
$.56 per mcfe of gas  produced in the first six months of 1999.  The increase in
this rate between periods was primarily due to higher workover costs incurred in
2000 and higher production taxes in 2000 due to higher oil and gas prices.

         The  Company's  selling,   general  and  administrative  expenses  were
$8,011,000  and  $14,681,000  during the second  quarter and first six months of
2000,  respectively,  compared to $7,278,000 and  $14,482,000  during the second
quarter  and first six months of 1999,  respectively.  The  increases  primarily
resulted  from an increase in overhead  costs due to the growth of the Company's
operations in Canada between periods and certain  nonrecurring costs incurred in
the first quarter of 2000,  partially offset by a decrease in variable  expenses
related to revenue and pre-tax profits. As a percentage of total revenue,  these
expenses  were 20% and 21% for the second  quarter and first six months of 2000,
respectively,  and 21% and 20% for the  second  quarter  and first six months of
1999, respectively.
<PAGE>

         Net  interest  expense  was  $3,143,000  and  $6,241,000  in the second
quarter and first six months of 2000,  respectively,  compared to $2,860,000 and
$5,023,000 in the second quarter and first six months of 1999, respectively. The
increase between periods was primarily due to an increase in interest expense on
the Company's  revolving line of credit due to higher amounts outstanding in the
second  quarter  of 2000  partially  offset  by lower  interest  expense  on the
Company's  Series  A, B, and C Senior  Notes as a  result  of $18.3  million  of
principal payments made in December 1999. Additionally, for the six months ended
June 30, 2000,  the Series D, E, and F Senior Notes  totaling  $138 million were
outstanding  for the entire period,  whereas in 1999 they were only  outstanding
for 4-1/2 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.

         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 six months ended June 30, 1999.

         The Company's  effective income tax rate was 56% and 46% for the second
quarter and first six months of 2000, respectively,  compared to 37% and 40% for
the  second  quarter  and first six  months of 1999,  respectively.  Income  tax
expense in the second quarter and the first six 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 six
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% 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 rates.  The lower estimated tax rate on 2000 income 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 $43,902,000 and $48,798,000
for the six months ended June 30, 2000 and 1999, respectively. The decrease from
1999 to 2000 was primarily attributable to an increase in interest expense 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 August 10,
2000 was $30.5 million bearing an average interest rate of 7.38%.
<PAGE>

         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
August 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 August 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 August 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  August 10, 2000,  the Company  received
$318,000  from the exercise of common stock  purchase  warrants and options.  In
connection  with these  exercises,  the Company will also receive  approximately
$31,000 in tax savings.

         In August 2000,  the  Company's  wholly-owned  subsidiary,  DDD Energy,
Inc., sold its working  interest in 8 producing oil and gas wells and associated
leasehold for proceeds of $16.9 million or approximately  $12.6 million,  net of
revenues  and costs.  The  Company  temporarily  used these  funds to reduce its
borrowings under its line of credit.

         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.  With the  departure  of DDD Energy's  former  president in May, the
Company is 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.  As of June 30, 2000,  the Company had incurred  costs  related to
this offering totaling  $999,000,  which are included in prepaid expenses in the
Company's  balance sheet as of June 30, 2000.  These costs will be realized when
the offering  occurs or written off if it is  determined  that the spin-off will
not take place.


<PAGE>

         During  November and December  1999,  the Company  repurchased  504,700
shares of its common stock in the open market at a cost of $3,302,000,  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 August 10, 2000, the Company has repurchased a total of
679,700 shares of its common stock at a cost of $6,275,000 since 1997 under this
plan.

         During the first six months of 2000,  gross seismic data bank additions
and  capitalized  oil and gas  exploration  and  development  costs  amounted to
$38,076,000 and $8,216,000 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 exercise of common stock purchase
warrants and options,  and  borrowings  under the  Company's  revolving  line of
credit.

         Currently,   the  Company    anticipates     capital   expenditures  to
total   approximately   $45  million  for  seismic  data  bank   additions   and
approximately  $12 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,  proceeds  from  the  sale  of oil  and  gas
properties, 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.  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

         This Quarterly Report on Form 10-Q includes forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities  Exchange Act of 1934.  Although the Company believes that its
expectations are based on reasonable assumptions,  it can give no assurance that
its goals will be achieved. Important factors that could cause actual results to
differ  materially from those in the forward looking  statements herein include,
but are not  limited to,  changes in the  exploration  budgets of the  Company's

<PAGE>

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. The foregoing and other risk factors are identified in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 1999.

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 six months of 2000, the Company recognized net hedging
losses of $913,000.  As of June 30, 2000, the Company had open  commodity  price
hedges totaling 465,000 MMBtu at an average price of $2.53 per MMBtu.

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
June 30, 2000,  the Company had open  forward  exchange  contracts  totaling $10
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 July
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.


                           PART II - OTHER INFORMATION


Items 1., 3., 4., and 5.   Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

         In June 2000, the Company  issued and sold the following  securities in
private  transactions exempt from the registration  provisions of the Securities
Act  pursuant to Section  4(2) thereof as  transactions  not  involving a public
offering:

          100,000  shares of common stock to Paul A. Frame,  President and Chief
          Executive Officer of the Company;

          150,000 shares of common stock to Herbert M. Pearlman, Chairman of the
          Board of the Company; and

          125,000  shares of common stock to David S. Lawi, a former officer and
          director of the Company.

         Messrs.  Frame,  Pearlman  and Lawi  were the  only  offerees  in these
transactions,  and no public  solicitation  was made.  All of the  offerees  had
access to all information regarding the Company by virtue of their relationships
to the  Company,  and the share  certificates  issued to each of them  contain a
restrictive  legend  prohibiting  transfer of the shares in violation of federal
securities laws. These shares were issued to Messrs. Frame, Pearlman and Lawi in
connection with and as partial  consideration for amendments to their employment
agreements with the Company.
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                    3.1  Amended and Restated By-Laws of Seitel,  Inc. effective
                         July 26, 2000

                    10.1 Horace A.  Calvert's  Amended and  Restated  Employment
                         Agreement dated as of April 1, 2000

                    10.2 Paul A. Frame's  Employment  Contract  Amendment  No. 2
                         dated as of June 26, 2000

                    10.3 Herbert M. Pearlman's Employment Contract Amendment No.
                         2 dated as of June 26, 2000

                    10.4 David S. Lawi's  Employment  Contract  Amendment  No. 2
                         dated as of June 26, 2000

                    10.5 Letter to David S. Lawi from  Seitel,  Inc.  dated June
                         26, 2000 regarding his October 2, 1998 Promissory Note

                    10.6 David S.  Lawi's  Promissory  Note dated as of June 26,
                         2000

         (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:  August 11,  2000                     /s/  Paul A. Frame
                                             -----------------------------------
                                                  Paul A. Frame
                                                  President




Dated:  August 11,  2000                     /s/  Debra D. Valice
                                             -----------------------------------
                                                  Debra D. Valice
                                                  Chief Financial Officer




Dated:  August 11,  2000                     /s/  Marcia H. Kendrick
                                             -----------------------------------
                                                  Marcia H. Kendrick
                                                  Chief Accounting Officer




<PAGE>





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                                                                          Number
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3.1       Amended and Restated By-Laws of Seitel, Inc.
          effective July 26, 2000                                           21

10.1      Horace A. Calvert's Amended and Restated
          Employment Agreement dated as of April 1, 2000                    40

10.2      Paul A. Frame's Employment Contract Amendment
          No. 2 dated as of June 26, 2000                                   46

10.3      Herbert M. Pearlman's Employment Contract
          Amendment No. 2 dated as of June 26, 2000                         51

10.4      David S. Lawi's Employment Contract Amendment
          No. 2 dated as of June 26, 2000                                   56

10.5      Letter to David S. Lawi from Seitel, Inc.
          dated June 26, 2000 regarding his October 2, 1998
          Promissory Note                                                   62

10.6      David S. Lawi's Promissory Note dated
          as of June 26, 2000                                               64