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                                                                     Exhibit 4.2

                                     FORM OF

                             WARRANT AGENT AGREEMENT

                         Dated as of ____________, 2004

                                  by and among

                                  SEITEL, INC.

                                       and

                     AMERICAN STOCK TRANSFER & TRUST COMPANY

<PAGE>

                             WARRANT AGENT AGREEMENT

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>                                                                                  <C>
SECTION 1. Certain Definitions; General Interpretive Principles .....................   1

SECTION 2. Appointment of Warrant Agent .............................................   3

SECTION 3. Issuance of Stockholder Warrants; Warrant Certificates ...................   3

SECTION 4. Execution of Warrant Certificates ........................................   3

SECTION 5. Registration and Countersignature ........................................   4

SECTION 6. Registration of Transfers and Exchanges. .................................   4

SECTION 7. Terms of Stockholder Warrants; Exercise of Stockholder Warrants ..........   7

SECTION 8. Payment of Taxes .........................................................   9

SECTION 9. Mutilated or Missing Warrant Certificates. ...............................   9

SECTION 10. Reservation of Warrant Shares ...........................................   9

SECTION 11. Fractional Interests ....................................................  10

SECTION 12. Merger, Consolidation or Change of Name of Warrant Agent ................  10

SECTION 13. Warrant Agent ...........................................................  11

SECTION 14. Resignation and Removal of Warrant Agent; Appointment of Successor ......  12

SECTION 15. Notices to Company and Warrant Agent ....................................  13

SECTION 16. Supplements and Amendments ..............................................  14

SECTION 17. Successors ..............................................................  15

SECTION 18. Termination .............................................................  15

SECTION 19. Prohibition of Issuance of Security .....................................  15

SECTION 20. Governing Law ...........................................................  15

SECTION 21. Benefits of This Warrant Agent Agreement. ...............................  15

SECTION 22. Counterparts ............................................................  16
</TABLE>

--------
*    This Table of Contents does not constitute a part of this Warrant Agent
     Agreement or have any bearing upon the interpretation of any of its terms
     or provisions.

<PAGE>

                                     FORM OF

                             WARRANT AGENT AGREEMENT

     WARRANT AGENT AGREEMENT dated as of [_____________], 2004 (the "Warrant
Agent Agreement") between Seitel, Inc., a Delaware corporation (the "Company"),
and American Stock Transfer & Trust Company, as warrant agent (the "Warrant
Agent").

     WHEREAS, the Company is required to issue Common Stock Purchase Warrants,
as hereinafter described (the "Stockholder Warrants"), to purchase up to an
aggregate of [_________] shares of Common Stock (as defined below), in
accordance with that certain Second Amended Plan of Reorganization of the
Company, as amended and supplemented, dated January 16, 2004 (the "Plan") and
the order confirming the Plan dated and entered [_____________], 2004 by the
Honorable Peter J. Walsh United States Bankruptcy Judge in proceedings before
the United States Bankruptcy Court for the District of Delaware.

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance of Warrant Certificates (as defined below) and other matters as
provided herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein set forth, and for the purpose of defining the respective
rights and obligations of the Company, the Warrant Agent and the Holders (as
defined below), the parties hereto agree as follows:

     SECTION 1. Certain Definitions; General Interpretive Principles.

     (a) Certain Definitions. As used in this Warrant Agent Agreement, the
following terms shall have the following respective meanings:

         "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as codified
in Title 11 of the United States Code, 11 U.S.C. ss.ss. 101-1331, as amended.

         "Commission" means the Securities and Exchange Commission.

         "Committee" means the Official Committee of Equity Security Holders of
Seitel, Inc.

         "Common Shares" means shares of Common Stock.

         "Common Stock" means the common stock, par value $.01 per share, of the
Company, and any other capital stock of the Company into which such common stock
may be converted or reclassified or that may be issued in respect of, in
exchange for, or in substitution for, such common stock by reason of any stock
splits, stock dividends, distributions, mergers, consolidations or other like
events.

         "Company" means Seitel, Inc., a Delaware corporation, and its
successors and assigns.

<PAGE>

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Effective Date" means the date on which a Registration Statement filed
by the Company with the Commission on Form S-1, File No. 333-[______], has been
declared effective.

         "Exercise Price" means the purchase price per Common Shares to be paid
upon the exercise of each Stockholder Warrant in accordance with the terms
hereof, which price shall be $[_____] per share.

         "Expiration Date" means 5:00 P.M., New York Time, on [_____________,
2004.

         "Holder" means a person registered as the owner of the Stockholder
Warrants.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Warrant Agent" means American Stock Transfer & Trust Company or the
successor or successors of such Warrant Agent appointed in accordance with the
terms hereof.

         "Warrant Shares" means the Common Shares issued or issuable upon the
exercise of the Stockholder Warrants.

     (b) General Interpretative Principles. For purposes of this Warrant Agent
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

         (i)      the terms defined herein include the plural as well as the
                  singular, and the use of any gender herein shall be deemed to
                  include the other gender;

         (ii)     accounting terms not otherwise defined herein have the
                  meanings given to them in accordance with generally accepted
                  accounting principles;

         (iii)    references herein to "Articles", "Sections", "Subsections",
                  "Paragraphs", and other subdivisions without reference to a
                  document are to designated Articles, Sections, Subsections,
                  Paragraphs and other subdivisions hereof;

         (iv)     a reference to a Subsection without further reference to a
                  Section is a reference to such Subsection as contained in the
                  same Section in which the reference appears, and this rule
                  shall also apply to Paragraphs and other subdivisions;

         (v)      the words "herein", "hereof", "hereunder" and other words of
                  similar import refer to this Warrant Agent Agreement as a
                  whole and not to any particular provision;

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         (vi)     the words "include" and "including" shall mean without
                  limitation by reason of enumeration; and

         (vii)    the headings in this Warrant Agent Agreement are solely for
                  convenience of reference and shall be given no effect in the
                  construction or interpretation of this Warrant Agent
                  Agreement.

     SECTION 2. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as agent for the Company in accordance with the
instructions set forth hereinafter in this Warrant Agent Agreement, and the
Warrant Agent hereby accepts such appointment.

     SECTION 3. Issuance of Stockholder Warrants; Warrant Certificates. The
Stockholder Warrants will be issued in global form (the "Global Warrants"),
substantially in the form of Exhibit A (including as footnoted) and in
definitive form (the "Definitive Warrants"), substantially in the form of
Exhibit A (not including as footnoted). Each Global Warrant shall represent such
of the outstanding Stockholder Warrants as shall be specified therein and each
shall provide that it shall represent the aggregate amount of outstanding
Stockholder Warrants from time to time endorsed thereon and that the aggregate
amount of outstanding Stockholder Warrants represented thereby may from time to
time be reduced or increased, as appropriate. Any endorsement of a Global
Warrant to reflect the amount of any increase or decrease in the amount of
outstanding Stockholder Warrants represented thereby shall be made by the
Warrant Agent and the depositary with respect to the Global Warrants (the
"Depositary") in accordance with instructions given by the Holder thereof. The
Depository Trust Company shall act as the Depositary until a successor shall be
appointed by the Company and the Warrant Agent. Upon request, a Holder may
receive from the Depositary and the Warrant Agent separate Definitive Warrants
as set forth in Section 6 below. Any certificates (the "Warrant Certificates")
evidencing the Global Warrants or the Definitive Warrants to be delivered
pursuant to this Warrant Agent Agreement shall be substantially in the form set
forth in Exhibit A attached hereto.

     SECTION 4. Execution of Warrant Certificates. Warrant Certificates shall be
signed on behalf of the Company by its Chairman of the Board or its President
and Chief Executive Officer or a Senior Vice President and by its Secretary or
an Assistant Secretary under its corporate seal. Each such signature upon the
Warrant Certificates may be in the form of a facsimile signature of the present
or any future Chairman of the Board, President and Chief Executive Officer,
Senior Vice President, Secretary or Assistant Secretary and may be imprinted or
otherwise reproduced on the Warrant Certificates and for that purpose the
Company may adopt and use the facsimile signature of any person who shall have
been Chairman of the Board, President and Chief Executive Officer, Senior Vice
President, Secretary or Assistant Secretary, notwithstanding the fact that at
the time the Warrant Certificates shall be countersigned and delivered or
disposed of such person shall have ceased to hold such office. The seal of the
Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.

     In case any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be such officer before the Warrant Certificates so
signed shall have been

                                       3

<PAGE>

countersigned by the Warrant Agent, or disposed of by the Company, such Warrant
Certificates nevertheless may be countersigned and delivered or disposed of as
though such person had not ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by any person who, at
the actual date of the execution of such Warrant Certificate, shall be a proper
officer of the Company to sign such Warrant Certificate, although at the date of
the execution of this Warrant Agent Agreement any such person was not such
officer.

     Warrant Certificates shall be dated the Effective Date.

     SECTION 5. Registration and Countersignature. The Warrant Agent, on behalf
of the Company, shall number and register the Warrant Certificates in a register
as they are issued by the Company.

     Warrant Certificates shall be countersigned manually or by facsimile by the
Warrant Agent and shall not be valid for any purpose unless so countersigned.
The Warrant Agent shall, upon written instructions of the Chairman of the Board,
the President and Chief Executive Officer or a Senior Vice President of the
Company, initially countersign, issue and deliver Stockholder Warrants entitling
the Holders thereof to purchase not more than the number of Warrant Shares
referred to above in the first recital hereof and shall countersign and deliver
Stockholder Warrants as otherwise provided in this Warrant Agent Agreement.

     The Company and the Warrant Agent may deem and treat the Holder(s) of the
Warrant Certificates as the absolute owner(s) thereof (notwithstanding any
notation of ownership or other writing thereon made by anyone), for all
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

     SECTION 6. Registration of Transfers and Exchanges.

     (a) Transfer and Exchange of Definitive Warrants. When Definitive Warrants
are presented to the Warrant Agent with a request:

         (i)      to register the transfer of the Definitive Warrants; or

         (ii)     to exchange such Definitive Warrants for an equal number of
                  Definitive Warrants of other authorized denominations,

the Warrant Agent shall register the transfer or make the exchange as requested
if its requirements for such transactions are met; provided, however, that the
Definitive Warrants presented or surrendered for registration of transfer or
exchange:

         (x)      shall be duly endorsed or accompanied by a written instruction
                  of transfer in form satisfactory to the Warrant Agent, duly
                  executed by the Holder thereof or by his attorney, duly
                  authorized in writing; and

         (y)      in the case of any Restricted Warrant (as defined below), such
                  request shall be accompanied by evidence, including an opinion
                  of counsel if requested, reasonably satisfactory to the
                  Company (and its counsel) that either:

                                       4

<PAGE>

                  (A) the Restricted Warrant is being delivered to the Warrant
                  Agent by a Holder for registration in the name of such Holder,
                  without transfer; or

                  (B) the Restricted Warrant is being transferred in reliance on
                  an exemption from the registration requirements of the
                  Securities Act.

The term "Restricted Warrant" means any Warrant which is evidenced by a Warrant
Certificate bearing the Securities Act Legend (as defined below).

     (b) Exchange of a Definitive Warrant for a Beneficial Interest in a Global
Warrant. A Restricted Warrant may not be exchanged for a beneficial interest in
a Global Warrant. Upon receipt by the Warrant Agent of a Definitive Warrant that
is not a Restricted Warrant, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Warrant Agent, together
with, written instructions directing the Warrant Agent to make, or to direct the
Depositary to make, an endorsement on the Global Warrant to reflect an increase
in the number of Stockholder Warrants and Warrant Shares represented by the
Global Warrant, then the Warrant Agent shall cancel such Definitive Warrant and
cause, or direct the Depositary to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Warrant
Agent, the number of Stockholder Warrants and Warrant Shares represented by the
Global Warrant to be increased accordingly. If no Global Warrants are then
outstanding, the Company shall issue and the Warrant Agent shall countersign a
new Global Warrant representing the appropriate number of Stockholder Warrants
and Warrant Shares.

     (c) Transfer and Exchange of Global Warrants. The transfer and exchange of
Global Warrants or beneficial interests therein shall be effected through the
Depositary, in accordance with this Warrant Agent Agreement and the procedures
of the Depositary therefor.

     (d) Exchange of a Beneficial Interest in a Global Warrant for a Definitive
Warrant.

         (i)      Any person having a beneficial interest in a Global Warrant
                  may, upon written request to the Warrant Agent, exchange such
                  beneficial interest for a Definitive Warrant. Upon receipt by
                  the Warrant Agent of written instructions or such other form
                  of instructions as is customary for the Depositary from the
                  Depositary or its nominee on behalf of any person having a
                  beneficial interest in a Global Warrant, the Warrant Agent
                  shall cause, in accordance with the standing instructions and
                  procedures existing between the Depositary and Warrant Agent,
                  the number of Stockholder Warrants and Warrant Shares
                  represented by the Global Warrant to be reduced and, following
                  such reduction, the Company shall execute and the Warrant
                  Agent shall countersign, a Definitive Warrant.

         (ii)     Definitive Warrants issued in exchange for a beneficial
                  interest in a Global Warrant pursuant to this Section 6(d)
                  shall be registered in such names as the Depositary, pursuant
                  to instructions from its direct or indirect participants or
                  otherwise, shall instruct the Warrant Agent. The Warrant Agent
                  shall deliver such Definitive Warrants to the persons in whose
                  names such Stockholder Warrants are so registered.

                                       5

<PAGE>

     (e)    Restrictions on Transfer and Exchange of Global Warrants.
Notwithstanding any other provisions of this Warrant Agent Agreement (other than
the provisions set forth in Subsection (f) of this Section 6), a Global Warrant
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

     (f)    Countersigning of Definitive Warrants in Absence of Depositary. If
at any time:

            (i)     the Depositary notifies the Company that it is unwilling or
                    unable to continue as Depositary for the Global Warrants and
                    a successor Depositary for the Global Warrants is not
                    appointed by the Company within 48 hours after delivery of
                    such notice; or

            (ii)    the Company, in its sole discretion, notifies the Warrant
                    Agent in writing that it elects to cause the issuance of
                    Definitive Warrants under this Warrant Agent Agreement,

then the Company shall execute, and the Warrant Agent, upon written instructions
signed by two officers of the Company, shall countersign and deliver Definitive
Warrants, in an aggregate number equal to the number of Stockholder Warrants
represented by Global Warrants, in exchange for such Global Warrants.

     (g)    Securities Act Legend.

            (i)     Except as provided in Subsection 6(g)(iv) below, all Warrant
                    Certificates evidencing any Stockholder Warrants issued to a
                    statutory underwriter in accordance with Section 1145(b) of
                    the Bankruptcy Code shall bear the Securities Act Legend.

            (ii)    Except as provided in Subsection 6(g)(iv) below, any
                    Stockholder Warrants, Warrant Shares and any other
                    securities issued or issuable with respect to any Restricted
                    Warrants or restricted Warrant Shares by way of a stock
                    dividend or stock split or in connection with a combination
                    of shares, recapitalization, merger, consolidation or other
                    reorganization or otherwise shall bear the Securities Act
                    Legend.

            (iii)   The Securities Act Legend shall be in substantially the
                    following form:

                    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE
                    "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT
                    BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
                    STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM
                    REGISTRATION THEREUNDER AND

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<PAGE>

                    PURSUANT TO REGISTRATION OR QUALIFICATION UNDER ANY
                    APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM.

            (iv)    Upon any sale or transfer of a Restricted Stockholder
                    Warrant pursuant to an effective registration statement
                    under the Securities Act, pursuant to Rule 144 under the
                    Securities Act or pursuant to an opinion of counsel
                    reasonably satisfactory to the Company that no Securities
                    Act Legend is required, the Warrant Agent shall permit the
                    Holder thereof to exchange such Restricted Stockholder
                    Warrant for a Stockholder Warrant that does not bear the
                    Securities Act Legend and rescind any restriction on the
                    transfer of such Restricted Stockholder Warrant.

     (h)    Cancellation of Global Warrant. At such time as all beneficial
interests in Global Warrants have either been exchanged for Definitive Warrants,
exercised, redeemed, repurchased or cancelled, all Global Warrants shall be
returned to or retained and cancelled by the Warrant Agent.

     (i)    Obligations with respect to Transfers and Exchanges of Stockholder
Warrants.

            (i)     To permit registrations of transfers and exchanges, the
                    Company shall execute and the Warrant Agent is hereby
                    authorized to countersign, in accordance with the provisions
                    of Section 5 and this Section 6, Definitive Warrants and
                    Global Warrants as required pursuant to the provisions of
                    this Section 6.

            (ii)    All Definitive Warrants and Global Warrants issued upon any
                    registration of transfer or exchange of Definitive Warrants
                    or Global Warrants shall be the valid obligations of the
                    Company, entitled to the same benefits under this Warrant
                    Agent Agreement, as the Definitive Warrants or Global
                    Warrants surrendered upon such registration of transfer or
                    exchange.

            (iii)   Prior to due presentment for registration of transfer of any
                    Stockholder Warrant, the Warrant Agent and the Company may
                    deem and treat the person in whose name any Stockholder
                    Warrant is registered as the absolute owner of such
                    Stockholder Warrant and neither the Warrant Agent, nor the
                    Company shall be affected by notice to the contrary.

            (iv)    No service charge shall be made to a Holder for any
                    registration, transfer or exchange.

     SECTION 7.     Terms of Stockholder Warrants; Exercise of Stockholder
Warrants. Subject to the terms of this Warrant Agent Agreement, and compliance
with any applicable law, the registered Holder shall have the right, until 5:00
p.m., New York City time on the Expiration Date to exercise each Stockholder
Warrant for [_____] fully paid and non-assessable Common Share(s) of the Company
upon the exercise of each Stockholder Warrant and payment of the Exercise Price
(as hereinafter defined) then in effect.

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<PAGE>

     A Stockholder Warrant may be exercised upon surrender to the Company at the
principal office of the Warrant Agent of the certificate or certificates
evidencing the Stockholder Warrant to be exercised with the form of election to
purchase on the reverse thereof duly filled in and signed, which signature must
be guaranteed by an eligible guarantor Institution pursuant to SEC Rule 17Ad-15,
and upon payment to the Warrant Agent for the account of the Company of the
Exercise Price for each of the Warrant Shares in respect of which such
Stockholder Warrant is then exercised. Payment of the aggregate Exercise Price
shall be made in cash or by certified or official bank check, payable to the
order of the Company, or by wire transfer as follows:

                    J.P. Morgan Chase
                    55 Water Street
                    New York, NY

                    A/C # 323-062-539

                    ABA # 021 000 021

                    American Stock Transfer & Trust Company
                    as Agent for Seitel, Inc.

     The exercise of Stockholder Warrants by Holders of beneficial interest in
Global Warrants shall be effected in accordance with this Warrant Agent
Agreement and the procedures of the Depository therefor.

     Subject to the provisions of Section 8 hereof, upon surrender of
Stockholder Warrants and payment of the Exercise Price as provided above, the
Warrant Agent shall thereupon promptly notify the Company, and the Company shall
promptly transfer to the Holder of such Warrant Certificate a certificate or
certificates for the appropriate number of Warrant Shares to which the Holder is
entitled, registered or otherwise placed in such name or names as may be
directed in writing by the Holder, and shall deliver such certificate or
certificates representing the Warrant Shares to the person or persons entitled
to receive the same. Any such certificate or certificates representing the
Warrant Shares shall be deemed to have been issued and any person so designated
to be named therein shall be deemed to have become a Holder of such Warrant
Shares as of the date of the surrender of such Stockholder Warrants and payment
of the Exercise Price.

     The Stockholder Warrants shall be immediately exercisable, at the election
of the Holders thereof, either in full or from time to time in part and, in the
event that a certificate evidencing Stockholder Warrants is exercised in respect
of fewer than all of the Warrant Shares issuable on such exercise at any time
prior to the date of expiration of the Stockholder Warrants, a new certificate
evidencing the remaining Stockholder Warrant or Stockholder Warrants will be
issued, and the Warrant Agent is hereby irrevocably authorized to countersign
and to deliver the required new Warrant Certificate or Certificates pursuant to
the provisions of this Section and of Section 4 hereof, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrant Certificates duly executed on behalf of the Company for such purpose.

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     All Warrant Certificates surrendered upon exercise of Stockholder Warrants
shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates
shall then be disposed of by the Warrant Agent in a manner satisfactory to the
Company. The Warrant Agent shall account promptly to the Company with respect to
Stockholder Warrants exercised and concurrently pay to the Company all monies
received by the Warrant Agent for the purchase of the Warrant Shares through the
exercise of such Stockholder Warrants. On or before the third day following the
Expiration Date, the Warrant Agent shall certify in writing, delivered as
provided in Section 15 hereof, the actual number of Stockholder Warrants
exercised and paid for as of the Expiration Date

     The Warrant Agent shall keep copies of this Warrant Agent Agreement and any
notices given or received hereunder by or from the Company available for
inspection by the Holders during normal business hours at its office. The
Company shall supply the Warrant Agent from time to time with such numbers of
copies of this Warrant Agent Agreement as the Warrant Agent may request.

     SECTION 8.     Payment of Taxes. No service charge shall be made to the
Holder for any exercise, exchange or registration of transfer of a Warrant
Certificate, and the Company will pay all documentary stamp taxes attributable
to the initial issuance of Warrant Shares upon the exercise of Stockholder
Warrants; provided that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue of
any new certificates evidencing the Stockholder Warrants or any certificates for
Warrant Shares in a name other than that of the registered Holder upon the
exercise of Stockholder Warrants, and the Company or the Warrant Agent shall not
be required to issue or deliver such new certificates evidencing the Stockholder
Warrants or certificates for Warrant Shares unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

     SECTION 9.     Mutilated or Missing Warrant Certificates. If any Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company may in
its discretion issue and the Warrant Agent may countersign in exchange and
substitution for, and upon cancellation of, the Warrant Certificate, if
mutilated or in lieu of and substitution for the Warrant Certificate, if lost,
stolen or destroyed, a new certificate of like tenor evidencing an equal number
of Stockholder Warrants, but only upon receipt of evidence reasonably
satisfactory to the Company and Warrant Agent of such loss, theft or destruction
and indemnity and security therefor, if requested, also satisfactory to the
Company and the Warrant Agent. Applicants for such substitute Warrant
Certificate shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or Warrant Agent may prescribe.

     SECTION 10.    Reservation of Warrant Shares. The Company will at all times
reserve and keep available, free from preemptive rights, or any other actual
contingent purchase rights of persons other than the Holders out of the
aggregate of its authorized but unissued Common Shares, for the purpose of
enabling it to satisfy any obligation to issue Warrant Shares upon exercise of
Stockholder Warrants, the maximum number of Common Shares which may then be
deliverable upon the exercise of all outstanding Stockholder Warrants.

                                       9

<PAGE>

     The transfer agent for the Common Stock (the "Transfer Agent") and every
subsequent transfer agent for any shares of the Company's capital stock issuable
upon the exercise of any of the rights of purchase aforesaid will be irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be required for such purpose. The Company will keep a copy of this
Agreement on file with the Transfer Agent and with every subsequent transfer
agent for any shares of the Company's capital stock issuable upon the exercise
of the rights of purchase represented by the Stockholder Warrants. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from
such Transfer Agent the stock certificates required to honor outstanding
Stockholder Warrants upon exercise thereof in accordance with the terms of this
Agreement. The Company will supply such Transfer Agent with duly executed
certificates for such purposes. The Company will furnish such Transfer Agent a
copy of all notices of adjustments and certificates related thereto, transmitted
to each Holder of the Stockholder Warrants pursuant to this Warrant Agent
Agreement.

     The Company covenants that all Warrant Shares which may be issued upon
exercise of Stockholder Warrants will be, upon payment or other satisfaction of
the Exercise Price and issuance thereof, fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.

     SECTION 11.    Fractional Interests. The Company shall not be required to
issue fractional Warrant Shares upon the exercise of Stockholder Warrants. If
more than one Stockholder Warrant shall be presented for exercise at the same
time by the Holder, the full number of Warrant Shares which shall be issuable
upon the exercise thereof shall be computed on the basis of the aggregate number
of Warrant Shares purchasable on exercise of the Stockholder Warrants so
presented. If any fraction of a Warrant Share would, except for the provisions
of this Section 11, be issuable on the exercise of any Stockholder Warrant, the
actual distribution of Warrant Shares shall reflect a rounding down of such
fraction to the nearest whole share, with any excess proceeds as a result of
such rounding being refunded to the Holder.

     SECTION 12.    Merger, Consolidation or Change of Name of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent shall be a party, or any corporation succeeding to
the business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such corporation would be
eligible for appointment as a successor warrant agent under the provisions of
Section 14. Any such successor Warrant Agent shall promptly cause notice of its
succession as Warrant Agent to be mailed (by first class mail, postage prepaid)
to each Holder at such Holder's last address as shown on the register maintained
by the Warrant Agent pursuant this Warrant Agent Agreement. In case at the time
such successor to the Warrant Agent shall succeed to the agency created by this
Warrant Agent Agreement, and in case at that time any of the Warrant
Certificates shall have been countersigned but not delivered, any such successor
to the Warrant Agent may adopt the countersignature of the original Warrant
Agent; and in case at that time any of the Warrant Certificates shall not have
been countersigned, any successor to the Warrant Agent may countersign such
Warrant Certificates either in the name of the predecessor Warrant Agent or in
the name of the successor to the Warrant Agent; and in all such cases such
Warrant Certificates

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<PAGE>

shall have the full force and effect provided in the Warrant Certificates and in
this Warrant Agent Agreement.

     In case at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrant Certificates shall have been countersigned but not
delivered, the Warrant Agent whose name has been changed may adopt the
countersignature under its prior name, and in case at that time any of the
Warrant Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name, and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Warrant Agent
Agreement.

     SECTION 13.    Warrant Agent. The Warrant Agent undertakes the duties and
obligations imposed by this Warrant Agent Agreement upon the following terms and
conditions, by all of which the Company and the Holders of Stockholder Warrants,
by their acceptance thereof, shall be bound:

     (a)   The statements contained herein and in the Warrant Certificates shall
be taken as statements of the Company and the Warrant Agent assumes no
responsibility for the correctness of any of the same except such as describe
the Warrant Agent or action taken or to be taken by it. The Warrant Agent
assumes no responsibility with respect to the distribution of the Warrant
Certificates except as herein otherwise provided.

     (b)   The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Warrant Agent
Agreement or in the Warrant Certificates to be complied with by the Company.

     (c)   The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company) and the Warrant Agent shall incur no
liability or responsibility to the Company or to any Holder of any Warrant
Certificate in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion or the advice of such counsel.

     (d)   The Warrant Agent shall incur no liability or responsibility to the
Company or to any Holder of any Warrant Certificate for any action taken in
reliance on any Warrant Certificate, certificate of shares, notice, resolution,
waiver, consent, order, certificate, or other paper, document or instrument
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties.

     (e)   The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Warrant Agent Agreement, to reimburse the Warrant Agent for all expenses,
taxes and governmental charges and other charges of any kind and nature
reasonably incurred by the Warrant Agent in the execution of this Warrant Agent
Agreement and to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, reasonable costs and counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Warrant
Agent Agreement except as a result of its negligence or bad faith.

                                       11

<PAGE>

     (f)   The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more Holders of Warrant Certificates shall
furnish the Warrant Agent with reasonable security and indemnity for any costs
and expenses which may be incurred, but this provision shall not affect the
power of the Warrant Agent to take such action as it may consider proper,
whether with or without any such security or indemnity. All rights of action
under this Warrant Agent Agreement or under any of the Stockholder Warrants may
be enforced by the Warrant Agent without the possession of any of the Warrant
Certificates or the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by the Warrant Agent
shall be brought in its name as Warrant Agent and any recovery of judgment shall
be for the ratable benefit of the Holders of the Stockholder Warrants, as their
respective rights or interests may appear.

     (g)   The Warrant Agent, and any stockholder, director, officer or employee
of it, may buy, sell or deal in any of the Stockholder Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent
under this Warrant Agent Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other legal
entity.

     (h)   The Warrant Agent shall act hereunder solely as agent for the
Company, and its duties shall be determined solely by the provisions hereof. The
Warrant Agent shall not be liable for anything which it may do or refrain from
doing in connection with this Warrant Agent Agreement except for its own
negligence or bad faith.

     (i)   The Warrant Agent shall not at any time be under any duty or
responsibility to any Holder of any Warrant Certificate to make or cause to be
made any adjustment of the Exercise Price or number of the Warrant Shares or
other securities or property deliverable as provided in this Warrant Agent
Agreement, or to determine whether any facts exist which may require any of such
adjustments, or with respect to the nature or extent of any such adjustments,
when made, or with respect to the method employed in making the same. The
Warrant Agent shall not be accountable with respect to the validity or value or
the kind or amount of any Warrant Shares or of any securities or property which
may at any time be issued or delivered upon the exercise of any Stockholder
Warrant or with respect to whether any such Warrant Shares or other securities
will when issued be validly issued and fully paid and nonassessable, and makes
no representation with respect thereto.

     (j)   The Warrant Agent shall be entitled to rely on the statements of the
Company and the Holders, and shall be under no duty or responsibility with
respect to any such statements.

     (k)   The Warrant Agent shall not be responsible for any failure of the
Company to make any cash payment or to issue, transfer or deliver any shares of
Common Stock or stock certificates or other common stock or property upon the
exercise of any Stockholder Warrant.

     SECTION 14.    Resignation and Removal of Warrant Agent; Appointment of
Successor. No resignation or removal of the Warrant Agent and no appointment of
a successor warrant agent shall become effective until the acceptance of
appointment by the successor warrant agent

<PAGE>

as provided herein. The Warrant Agent may resign its duties and be discharged
from all further duties and liability hereunder (except liability arising as a
result of the Warrant Agent's own negligence or willful misconduct) after giving
written notice to the Company. The Company may remove the Warrant Agent upon
written notice, and the Warrant Agent shall thereupon in like manner be
discharged from all further duties and liabilities hereunder, except as
aforesaid. The Warrant Agent shall, at the Company's expense, mail (by first
class mail, postage prepaid) to each Holder of a Stockholder Warrant at his last
address as shown on the register of the Company maintained by the Warrant Agent
a copy of said notice of resignation or notice of removal, as the case may be.
Upon such resignation or removal, the Company shall appoint in writing a new
warrant agent. If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation by
the resigning Warrant Agent or after such removal, then the resigning Warrant
Agent or the Holder of any Stockholder Warrant may apply to any court of
competent jurisdiction for the appointment of a new warrant agent. Any new
warrant agent, whether appointed by the Company or by such a court, shall be a
corporation doing business under the laws of the United States or any state
thereof, in good standing and having a combined capital and surplus of not less
than $50,000,000. The combined capital and surplus of any such new warrant agent
shall be deemed to be the combined capital and surplus as set forth in the most
recent annual report of its condition published by such warrant agent prior to
its appointment, provided that such reports are published at least annually
pursuant to law or to the requirements of a federal or state supervising or
examining authority. After acceptance in writing of such appointment by the new
warrant agent, it shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning or
removed Warrant Agent. Not later than the effective date of any such
appointment, the Company shall give notice thereof to the resigning or removed
Warrant Agent. Failure to give any notice provided for in this Section, however,
or any defect therein, shall not affect the legality or validity of the
resignation of the Warrant Agent or the appointment of a new warrant agent, as
the case may be.

     SECTION 15.  Notices to Company and Warrant Agent. Any notice or demand
authorized or required by this Warrant Agent Agreement to be given or made by
the Warrant Agent or by the Holder of any Warrant Certificate to or on the
Company shall be sufficiently given or made when and if deposited in the mail,
first class or registered, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:

                  Seitel, Inc.
                  10811 S. Westview Circle Drive
                  Houston, Texas 77043
                  Telecopy: (713) 881-8901
                  Telephone: (713) 881-8900
                  Attention: General Counsel

                                       13

<PAGE>

                  With a copy to:

                  Greenberg Traurig, LLP
                  200 Park Avenue
                  New York, New York 10166
                  Telecopy: (212) 801-6400
                  Telephone: (212) 801-9200

                  Attention: Clifford E. Neimeth, Esq.

                         and to

                  Kronish Lieb Weiner & Hellman LLP
                  Counsel to the Official Committee of Equity Holders of Seitel,
                  Inc.
                  1114 Avenue of the Americas
                  New York, NY 10036
                  Telecopy: (212) 479-6275
                  Telephone: (212) 479-6000
                  Attention: Lawrence Gottlieb, Esq.
                             Alison Newman, Esq.

                         and to

                  Milbank, Tweed, Hadley & McCloy LLP
                  1 Chase Manhattan Plaza
                  New York, New York 10005
                  Telecopy: (212) 530-5219
                  Telephone: (212) 530-5000
                  Attention:  Steve Blauner, Esq.

     In case the Company shall fail to maintain such office or agency or shall
fail to give such notice of the location or of any change in the location
thereof, presentations may be made and notices and demands may be served at the
principal office of the Warrant Agent.

     Any notice pursuant to this Warrant Agent Agreement to be given by the
Company or by the Holder(s) of any Warrant Certificate to the Warrant Agent
shall be sufficiently given when and if deposited in the mail, first-class or
registered, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company) to the Warrant Agent as follows:

                  American Stock Transfer & Trust Company
                  59 Maiden Lane
                  New York, New York 10038
                  Telephone: (212) 936-5100
                  Attention: Office of the General Counsel

     SECTION 16.  Supplements and Amendments. The Company and the Warrant Agent
may from time to time supplement or amend this Warrant Agent Agreement without
the approval of any Holders of Warrant Certificates but with consent of the
Committee (not to be

                                       14

<PAGE>

unreasonably withheld) in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Company and the Warrant Agent
may deem necessary or desirable and which shall not in any way adversely affect
the interests of the Holders of Warrant Certificates. Any amendment or
supplement to this Warrant Agent Agreement that has a material effect on the
interests of Holders shall require the written consent of Holders representing a
majority of the then outstanding Stockholder Warrants. The consent of each
Holder of a Stockholder Warrant affected shall be required for any amendment
pursuant to which the Exercise Price would be increased or the number of Warrant
Shares purchasable upon exercise of Stockholder Warrants would be decreased. The
Warrant Agent shall be entitled to receive and, subject to Section 13, shall be
fully protected in relying upon, an officers' certificate and opinion of counsel
as conclusive evidence that any such amendment or supplement is authorized or
permitted hereunder, that it is not inconsistent herewith, and that it will be
valid and binding upon the Company in accordance with its terms.

     SECTION 17.  Successors. All the covenants and provisions of this Warrant
Agent Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

     SECTION 18.  Termination. This Warrant Agent Agreement (other than any
party's obligations with respect to Stockholder Warrants previously exercised
and with respect to indemnification under Section 13) shall terminate at 5:00
p.m., New York City time on the Expiration Date.

     SECTION 19.  Prohibition of Issuance of Security. Prior to the Expiration
Date, Reorganized Seitel shall be prohibited from issuing securities other than
in accordance with the Plan.

     SECTION 20.  Governing Law. This Warrant Agent Agreement and each Warrant
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be construed in
accordance with the internal laws of said state, without regard to principles of
conflicts of law of such state.

     SECTION 21.  Benefits of This Warrant Agent Agreement.

     (a)   Nothing in this Agent Warrant Agent Agreement shall be construed to
give to any person or corporation other than the Company, the Warrant Agent and
the Holders of the Warrant Certificates any legal or equitable right, remedy or
claim under this Warrant Agent Agreement; and this Warrant Agent Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant Agent and the
Holders of the Warrant Certificates.

     (b)   Prior to the exercise of the Stockholder Warrants, no Holder of a
Warrant Certificate, as such, shall be entitled to any rights of a stockholder
of the Company, including, without limitation, the right to receive dividends or
subscription rights, the right to vote, to consent, to exercise any preemptive
right, to receive any notice of meetings of stockholders for the election of
directors of the Company or any other matter or to receive any notice of any

                                       15

<PAGE>

proceedings of the Company, except as may be specifically provided for herein.
The Holders of the Stockholder Warrants are not entitled to share in the assets
of the Company in the event of the liquidation, dissolution or winding up of the
Company's affairs.

     (c)   All rights of action in respect of this Warrant Agent Agreement are
vested in the Holders of the Stockholder Warrants, and any Holder of any
Stockholder Warrant, without the consent of the Warrant Agent or the Holder of
any other Stockholder Warrant, may, on such Holder's own behalf and for such
Holder's own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company suitable to enforce, or otherwise in respect
of, such Holder's rights hereunder, including the right to exercise, exchange or
surrender for purchase such Holder's Stockholder Warrants in the manner provided
in this Warrant Agent Agreement.

     SECTION 22.  Counterparts. This Warrant Agent Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

                                       16

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agent
Agreement to be duly executed, as of the day and year first above written.

                                        SEITEL, INC.


                                        By:_____________________________
                                        Name:
                                        Title:

[Seal]

Attest: _____________________
        Secretary



                                        AMERICAN STOCK TRANSFER &
                                        TRUST COMPANY


                                        By:_______________________

                                        Name:_____________________

                                        Title:____________________

[Seal]

Attest:______________________
Secretary

                                       17

<PAGE>

                                    EXHIBIT A

                          [Form of Warrant Certificate]

                                     [Face]

No.________                                              ___________Warrants


                               Warrant Certificate

                                  SEITEL, INC.

     This Warrant Certificate certifies that _________, or its registered
assigns, is the registered holder of Stockholder Warrants (the "Stockholder
Warrants") to purchase Common Stock, par value $.01 (the "Common Stock"), of
Seitel, Inc., a Delaware corporation (the "Company"). Each Stockholder Warrant
entitles the registered holder upon exercise at any time until 5:00 p.m. New
York City Time on [____________], 2004, to receive from the Company [____] fully
paid and nonassessable share of Common Stock (the "Warrant Shares") at an
exercise price (the "Exercise Price") of $[_____] per share payable in lawful
money of the United States of America upon surrender of this Warrant Certificate
and payment of the Exercise Price at the office or agency of the Warrant Agent,
but only subject to the conditions set forth herein and in the Warrant Agent
Agreement referred to on the reverse hereof.

     This Stockholder Warrant is immediately exercisable. No Stockholder Warrant
may be exercised after 5:00 p.m., New York City Time on [_____________], 2004,
and to the extent not exercised by such time such Stockholder Warrants shall
become void.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant Agent Agreement.

     This Warrant Certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.

                                      A-1

<PAGE>

     IN WITNESS WHEREOF, Seitel, Inc. has caused this Warrant Certificate to be
signed by its President and by its Secretary, each by a signature or a facsimile
thereof, and has caused a facsimile of its corporate seal to be affixed hereunto
or imprinted hereon.

Dated:__________

                                        SEITEL, INC.


                                        By: _______________________
                                            Name:
                                            Title:


                                        By: _______________________
                                            Name:
                                            Title

Countersigned:

AMERICAN STOCK TRANSFER
& TRUST COMPANY,
as Warrant Agent

By: ___________________________
    Authorized Signature

                                      A-2

<PAGE>

                          [Form of Warrant Certificate]

                                    [Reverse]

     [Unless and until it is exchanged in whole or in part for Stockholder
Warrants in definitive form, this Stockholder Warrant may not be transferred
except as a whole by the depositary to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the depositary
or by the depositary or any such nominee to a successor depositary or a nominee
of such successor depositary. The Depository Trust Company ("DTC"), (55 Water
Street, New York, New York) shall act as the depositary until a successor shall
be appointed by the Company and the Warrant Agent. Unless this certificate is
presented by an authorized representative of DTC to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]/1/

     The Stockholder Warrants evidenced by this Stockholder Warrant Certificate
are part of a duly authorized issue of Stockholder Warrants expiring
[______________], 2004 entitling the holder on exercise to receive [_____]
shares of Common Stock, par value $.01, of the Company (the "Common Stock"), and
are issued or to be issued pursuant to a Warrant Agent Agreement dated as of
[____________], 2004 (the "Warrant Agent Agreement"), duly executed and
delivered by the Company to American Stock Transfer & Trust Company, as warrant
agent (the "Warrant Agent"), which Warrant Agent Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Stockholder Warrants. A copy of the Warrant Agent
Agreement may be obtained by the holder hereof upon written request to the
Company. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Warrant Agent Agreement.

     Stockholder Warrants are immediately exercisable and may be exercised at
any time prior to 5:00 p.m., New York City Time on [______________], 2004. The
holder of Stockholder Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of
election to purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price in lawful money of the United States of
America at the office of the Warrant Agent. In the event that upon any exercise
of Stockholder Warrants evidenced hereby the number of Stockholder Warrants
exercised shall be less than the total number of Stockholder Warrants evidenced
hereby, there shall be issued to the holder hereof or his assignee a new Warrant
Certificate evidencing the number of Stockholder Warrants not exercised.


__________________
/1/  This is to be included only if the Warrant is in global form.

                                      A-3

<PAGE>

     No fractions of a share of Common Stock will be issued upon the exercise of
any Stockholder Warrant. If any fraction of a Warrant share would be issuable
upon the exercise of any Stockholder Warrant, such Warrant exercise will be
rounded down to the nearest whole share.

     Warrant Certificates, when surrendered at the office of the Warrant Agent
by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agent Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificate's
of like tenor evidencing in the aggregate a like number of Stockholder Warrants.

     Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Stockholder Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant
Agent Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.

     The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Stockholder Warrants nor this Warrant Certificate entitles any holder hereof to
any rights of a stockholder of the Company.

                                      A-4

<PAGE>

                         [Form of Election to Purchase]

                    (To Be Executed Upon Exercise Of Warrant)

        The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive __________ shares of Common
Stock and herewith tenders payment for such shares to the order of SEITEL, INC.,
in the amount of $_________ accordance with the terms hereof and in the Warrant
Agent Agreement. The undersigned requests that a certificate for such shares be
registered in the name of__________________, whose address is
________________________________ and that such shares be delivered to
___________________________________, whose address is ________________________.
If said number of shares is less than all of the shares of Common Stock
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of
______________________________, whose address is ______________________________,
and that such Warrant Certificate be delivered to __________________________,
whose address is ___________________________________.



                                        _____________________________
                                        Signature

Date: ____________

                                        _____________________________
                                        Signature Guaranteed

                                       1

<PAGE>

                              [FORM OF ASSIGNMENT]

     FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant
Certificate hereby sells, assigns and transfers unto the assignee(s) named below
(including the undersigned with respect to any shares of common stock for which
the Stockholder Warrants represented by the within Warrant Certificate are
exercisable but the right to exercise for which is not being assigned hereby)
all of the right of the undersigned under the within Warrant Certificate, with
respect to the number of Stockholder Warrants as are set forth below:

                                   Social Security
                                       or other
                                     Identifying           Number of Stockholder
Name(s) of                            number of                  Warrants
Assignees          Address          Assignee(s)               being assigned
--------           -------          -------------             --------------









and does hereby irrevocably constitute and appoint ____________________ the
undersigned's attorney to make such transfer on the books of Seitel Inc.
maintained for that purpose with full power of substitution in the premises.

Dated: __________________________             _____________________________(1)
                                              (Signature of Owner)

                                              _______________________________
                                              (Street Address)

                                              _______________________________
                                              (City)    (State)    (ZIP Code)

                                              Signature Guaranteed by:


                                              _______________________________

This assignment must comply with the provisions of Section 6 of the Warrant
Agent Agreement governing this warrant.

__________________
(1)  The signature must correspond with the name as written upon the face of the
within Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, and must be guaranteed by an eligible
guarantor Institution pursuant to S.E.C. Rule 17Ad-15.

                                       1

<PAGE>

                SCHEDULE OF EXCHANGES OF DEFINITIVE WARRANTS/2/

The following exchanges of a part of this Global Warrant for definitive
Stockholder Warrants have been made:

                                                 Number of
           Amount of          Amount of          Warrants in this
           decrease in        increase in        Global Warrant    Signature of
           Number of          Number of          following such    authorized
Date of    Warrants in this   Warrants in this   decrease or       officer of
Exchange   Global Warrant     Global Warrant     increase          Warrant Agent
--------------------------------------------------------------------------------






















__________________
/2/  This is to be included only if the Warrant is in global form

                                       1