EXHIBIT 10.1

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                               FIRST AMENDMENT TO
                     SEITEL, INC. REVOLVING CREDIT AGREEMENT


     This First Amendment to Seitel, Inc. Revolving Credit Agreement dated as of
August 30, 1996 (this  "First  Amendment")  is among  Seitel,  Inc.,  a Delaware
corporation  (the  "Borrower"),  the  lenders set forth on the  signature  pages
hereto (the "Lenders") and The First National Bank of Chicago,  individually and
as agent for the Lenders (in such capacity, the "Agent").

     FOR  VALUABLE  CONSIDERATION,  the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

     1.  Definitions.  Unless  amended  pursuant  hereto or unless  the  context
otherwise  requires,  all terms used herein  which are defined in the  Revolving
Credit  Agreement dated as of July 22, 1996 (the "Credit  Agreement")  among the
Borrower,  the Agent and the Lenders shall have the meanings assigned to them in
the Credit Agreement.

     2. Amendments.  Upon the satisfaction of the conditions precedent set forth
in Section 4 of this First  Amendment  and  effective  as of July 22,  1996 (the
"Effective Date"), the Credit Agreement shall be amended as follows:

          (a) The  definition of "Debt to Cash Flow from  Operations  Ratio" set
     forth in Article I of the Credit Agreement is hereby amended to read in its
     entirety as follows:

          "'Debt to Cash Flow from  Operations  Ratio' means, as measured on the
     last  day  of any  fiscal  quarter  of  the  Borrower  and  its  Restricted
     Subsidiaries on a consolidated  basis, the ratio of (i) Debt outstanding on
     the last day of such quarter to (ii) the sum of (a) Consolidated Net Income
     for the most recently ended four fiscal quarters  (including such quarter),
     plus (b) to the extent deducted in determining Consolidated Net Income, the
     amount of all  depreciation,  depletion and amortization  allowances of the
     Borrower and the Restricted  Subsidiaries for such four quarters,  plus (c)
     to the extent  deducted in determining  Consolidated  Net Income,  deferred
     taxes of the Borrower and Restricted Subsidiaries for such four quarters."

          (b) The definitions of "Level 1 Period," "Level 2 Period" and "Level 3
     Period" are hereby amended to read in their entirety as follows:

          "'Level 1 Period'  means any period during which the Debt to Cash Flow
     from  Operations  Ratio  measured as of the end of the most  recent  fiscal
     quarter was less than 1.0 to 1.0."

          "'Level 2 Period' means any period which does not qualify as a Level 1
     Period during which the Debt to Cash Flow from Operations Ratio measured as
     of the end of the most recent fiscal quarter was less than 2.0 to 1.0."

          "'Level 3 Period' means any period which does not qualify as a Level 1
     Period  or a Level 2  Period  during  which  the  Debt  to Cash  Flow  from
     Operations  Ratio  measured as of the end of the most recent fiscal quarter
     was less than 2.5 to 1.0."

     3. Representations and Warranties. The Borrower hereby confirms,  reaffirms
and restates as of the date hereof the  representations and warranties set forth
in Article V of the Credit Agreement.

     4.  Conditions  Precedent.  This First  Amendment and the amendments to the
Credit  Agreement  provided for in Section 2 hereof shall be effective as of the
Effective Date when all of the following  conditions  precedent  shall have been
satisfied:

          (a)  The  Agenda  shall  have  received  counterparts  of  this  First
     Amendment  duly  executed and delivered by the Borrower and by the Required
     Lenders.

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          (b) On the Effective Date and after giving effect to the terms of this
     First Amendment, no Default or Unmatured Default shall have occurred and be
     continuing.

     5. Effect on the Credit  Agreement.  Except to the extent of the amendments
and  waiver  expressly  provided  for  herein,   all  of  the   representations,
warranties,  terms,  covenants and  conditions  of the Loan  Documents (a) shall
remain unaltered,  (b) shall continue to be, and shall remain, in full force and
effect in accordance with their  respective  terms,  and (c) are hereby ratified
and confirmed in all respects.  Upon the  effectiveness of this First Amendment,
all  references  in the Credit  Agreement  (including  references  in the Credit
Agreement as amended and  otherwise  modified by this First  Amendment) to "this
Agreement" (and all indirect references such as "hereby", "herein", "hereof" and
"hereunder") shall be deemed to be references to the Credit Agreement as amended
and otherwise modified by this First Amendment.

     6. Entire Agreement.  This First Amendment, the Credit Agreement as amended
and  otherwise  modified by this First  Amendment  and the other loan  Documents
embody the entire  agreement  and  understanding  among the  parties  hereto and
supersede any and all prior  agreements and  understandings  between the parties
hereto relating to the subject matter hereof.

     7.  APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
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OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
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     8.  Headings.  The  headings,  captions  and  recitals  used in this  first
Amendment are for convenience  only and shall not affect the  interpretation  of
this First Amendment.

     9.  Counterparts.  This First  Amendment  may be  executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instruments.

     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
be duly executed as of the date first above written.

                                          SEITEL, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Senior Vice President

                                          THE FIRST NATIONAL BANK OF CHICAGO,
                                          individually and as Agent
                                          By:       /s/ Helen Carr
                                          Title:    Attorney in Fact

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               ACKNOWLEDGMENT AND CONSENT BY SUBSIDIARY GUARANTORS

     Each of the undersigned  Subsidiary Guarantors (i) acknowledges its receipt
of a copy of and  hereby  consents  to all of the  terms and  conditions  of the
foregoing  First  Amendment  and  (ii)  reaffirms  its  obligations   under  the
Subsidiary  Guaranty  dated as of July 22,  1996 in favor of The First  National
Bank of Chicago, as agent.

                                          SEITEL DATA CORP.
                                          By:       /s/ Barbara J. Steen
                                          Title:    Vice President

                                          SEITEL DELAWARE, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          SEITEL MANAGEMENT, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    President

                                          SEITEL GEOPHYSICAL, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          DDD ENERGY, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          SEITEL GAS & ENERGY CORP.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          SEITEL POWER CORP.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          SEITEL NATURAL GAS, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          MATRIX GEOPHYSICAL, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          EXSOL, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          DATATEL, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          SEITEL OFFSHORE CORP.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President


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                                          GEO-BANK, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          ALTERNATIVE COMMUNICATIONS 
                                          ENTERPRISES, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          SEITEL INTERNATIONAL, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          AFRICAN GEOPHYSICAL, INC.
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President

                                          SEITEL DATA LTD.
                                          By:  SEITEL DELAWARE, INC., 
                                          its general partner
                                          By:       /s/ Debra D. Valice
                                          Title:    Vice President


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