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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-Q/A
                                 Amendment No. 1

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

          For the quarterly period ended March 31, 1999
                                         --------------
                OR

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|   |     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
-----     EXCHANGE ACT OF 1934
          For the transition period        to       .
                                    ------    ------
          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)

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

                                 NOT APPLICABLE
                                 --------------
               Former name, former address and former fiscal year,
                          if changed since last report.

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 May 13, 1999 there were 23,811,013  shares of the Company's  common stock,
par value $.01 per share, outstanding.


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<PAGE>


EXPLANATORY NOTE

     On May 17, 1999,  the Company filed its  Quarterly  Report on Form 10-Q for
the  quarterly  period  ended March 31, 1999.  The cover page of that  quarterly
report contained a typographical  error on the number of shares of the Company's
common stock  outstanding  as of May 13, 1999.  This amendment is being filed to
correctly state the number of shares of the Company's  common stock  outstanding
as of May 13, 1999.


<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  his  report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            SEITEL, INC.

Dated:  June 9, 1999                        /s/  Paul A. Frame
                                            -----------------------------------
                                            Paul A. Frame
                                            President