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                                                                     EXHIBIT 4.4



NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO COUNSEL OF SEITEL, INC., THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
OR THE RULES AND REGULATIONS THEREUNDER IS AVAILABLE WITH RESPECT TO THE
PROPOSED SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.

                                  SEITEL, INC.

                              COMMON STOCK PURCHASE
                               WARRANT CERTIFICATE
                             TO PURCHASE (NUMBER)
                             SHARES OF COMMON STOCK

                      VOID AFTER 5:00 P.M., HOUSTON, TEXAS
                         LOCAL TIME ON (LONG_EXP_DATE)

Date of Grant: (FULL_GRANT_DATE)
Certificate No.(WARRANT_Plan_Type)(WARRANT_Plan_Number)

         This Warrant Certificate certifies that (FIRST_NAME) (LAST_NAME) is
the registered holder ("Holder") of (NUMBER) Common Stock Purchase Warrants
(the "Warrants") to purchase shares of the $.01 par value common stock, ("Common
Stock") of SEITEL, INC., a Delaware corporation (the "Company").

         Each Warrant enables the Holder to purchase from the Company with
respect to (a) one-third of the shares at any time on and after the first
anniversary of the grant date set forth above, (b) an additional one-third of
the shares on and after the second anniversary of the grant date set forth
above, and (c) an additional one-third of the shares on and after the third
anniversary of the grant date set forth above, and until 5:00 p.m., Houston,
Texas, local time on (LONG_EXP_DATE), one fully paid and non-assessable share
of Common Stock ("Share") upon presentation and surrender of this Warrant
Certificate and upon payment of the purchase price of $(PRICE) per Share.
Payment shall be made in lawful money of the United States of America by
certified check payable to the Company at its principal office at 50 Briar
Hollow Lane, West, 7th Floor, Houston, Texas, 77027. As hereinafter provided,
the purchase price and number of Shares purchasable upon the exercise of the
Warrants are subject to modification or adjustment upon the happening of certain
events.


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         FOR ALL OTHER PURPOSES STATED HEREIN, THE COMPANY MAY DEEM AND TREAT
THE PERSON IN WHOSE NAME THIS WARRANT CERTIFICATE IS REGISTERED AS THE ABSOLUTE
TRUE AND LAWFUL OWNER HEREOF FOR ALL PURPOSES WHATSOEVER.

         1.   Upon surrender to the Company, this Warrant Certificate may be
              exchanged for another Warrant Certificate or Warrant Certificates
              evidencing a like aggregate number of Warrants. If this Warrant
              Certificate shall be exercised in part, the Holder shall be
              entitled to receive upon surrender hereof another Warrant
              Certificate or Warrant Certificates evidencing the number of
              Warrants not exercised.

         2.   No Holder shall be deemed to be the holder of Common Stock or any
              other securities of the Company that may at any time be issuable
              on the exercise hereof for any purpose nor shall anything
              contained herein be construed to confer upon the Holder any of the
              rights of a shareholder of the Company or any right to vote for
              the election of directors or upon any matter submitted to
              shareholders at any meeting thereof or to give or withhold consent
              to any corporate action (whether upon any reorganization, issuance
              of stock, reclassification or conversion of stock, change of par
              value, consolidation, merger, conveyance, or otherwise) or to
              receive notice of meetings or to receive dividends or subscription
              rights or otherwise until a Warrant shall have been exercised and
              the Common Stock purchasable upon the exercise thereof shall have
              become issuable.

         3.   Each Holder consents and agrees with the Company and any other
              Holder that:

              A.  this Warrant Certificate is exercisable in whole or in part by
                  the Holder in person or by attorney duly authorized in writing
                  at the principal office of the Company.

              B.  anything herein to the contrary notwithstanding, in no event
                  shall the Company be obligated to issue Warrant Certificates
                  evidencing other than a whole number of Warrants or issue
                  certificates evidencing other than a whole number of Shares
                  upon the exercise of this Warrant Certificate; provided,
                  however, that the Company shall pay with respect to any such
                  fraction of a Share an amount of cash based upon the current
                  public market value (or book value, if there shall be no
                  public market value) for Shares purchasable upon exercise
                  hereof, as determined in accordance with subparagraph I of
                  Section 10 hereof; and

              C.  the Company may deem and treat the person in whose name this
                  Warrant Certificate is registered as the absolute true and
                  lawful owner hereof for all purposes whatsoever.


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         4.   The Company shall maintain books for the transfer and registration
              of Warrants. Upon the transfer of any Warrants, the Company shall
              issue and register the Warrants in the names of the new Holders.
              The Warrants shall be signed manually by the Chairman, Chief
              Executive Officer, President or any Vice President and the
              Secretary (or Assistant Secretary) of the Company. The Company
              shall transfer, from time to time, any outstanding Warrants upon
              the books to be maintained by the Company for such purpose upon
              surrender thereof for transfer properly endorsed or accompanied by
              appropriate instructions for transfer. Upon any transfer, a new
              Warrant Certificate shall be issued to the transferee and the
              surrendered Warrants shall be canceled by the Company. Warrants
              may be exchanged at the option of the Holder, when surrendered at
              the office of the Company, for another Warrant, or other Warrants
              of different denominations, of like tenor and representing in the
              aggregate the right to purchase a like number of Shares. Subject
              to the terms of this Warrant Certificate, upon such surrender and
              payment of the purchase price, the Company shall issue and deliver
              with all reasonable dispatch to or upon the written order of the
              Holder of such Warrants and in such name or names as such Holder
              may designate, a certificate or certificates for the number of
              full Shares so purchased upon the exercise of such Warrants. Such
              certificate or certificates shall be deemed to have been issued
              and any person so designated to be named therein shall be deemed
              to have become the holder of record of such Shares as of the date
              of the surrender of such Warrants and payment of the purchase
              price; provided, however, that if, at the date of surrender and
              payment, the transfer books of the Shares shall be closed, the
              certificates for the Shares shall be issuable as of the date on
              which such books shall be opened and until such date the Company
              shall be under no duty to deliver any certificate for such Shares;
              provided, further, however, that such transfer books, unless
              otherwise required by law or by applicable rule of any national
              securities exchange, shall not be closed at any one time for a
              period longer than 20 days. The rights of purchase represented by
              the Warrants shall be exercisable, at the election of the Holders,
              either as an entirety or from time to time for part only of the
              Shares.

         5.   The Company will pay any documentary stamp taxes attributable to
              the initial issuance of the Shares issuable upon the exercise of
              the Warrants; provided, however, 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 issuance or delivery of any
              certificates for Shares in a name other than that of the Holder in
              respect of which such Shares are issued, and in such case the
              Company shall not be required to issue or deliver any certificate
              for Shares or any Warrant until the person requesting the same has
              paid to the Company the amount of such tax or has established to
              the Company's satisfaction that such tax has been paid.


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         6.   In case the Warrant Certificate shall be mutilated, lost, stolen
              or destroyed, the Company may, in its discretion, issue and
              deliver in exchange and substitution for and upon cancellation of
              the mutilated Warrant Certificate, or in lieu of and substitution
              for the Warrant Certificate, lost, stolen or destroyed, a new
              Warrant Certificate of like tenor and representing an equivalent
              right or interest, but only upon receipt of evidence satisfactory
              to the Company of such loss, theft or destruction and an
              indemnity, if requested, also satisfactory to it.

         7.   The Company warrants that there have been reserved, and covenants
              that at all times in the future it shall keep reserved, out of the
              authorized and unissued Common Stock, a number of Shares
              sufficient to provide for the exercise of the rights or purchase
              represented by this Warrant Certificate. The Company agrees that
              all Shares issuable upon exercise of the Warrants shall be, at the
              time of delivery of the certificates for such Shares, validly
              issued and outstanding, fully paid and non-assessable and that the
              issuance of such Shares will not give rise to preemptive rights in
              favor of existing shareholders.

         8.   As used herein, the term "Exercise Rate" shall mean the number and
              kind of shares of capital stock of the Company which the Holder of
              this Warrant shall be entitled from time to time to receive for
              each $1,000.00 of warrant exercise payment. Unless and until an
              adjustment thereof shall be required as hereinafter provided, the
              Exercise Rate shall be (EX_RATE) shares of Common Stock.

         9.   The term "Exercise Price" shall mean the price obtained by
              dividing $1,000.00 by the number of shares constituting the
              Exercise Rate in effect at the time for such amount.

         10.  The Exercise Rate in effect any time shall be subject to
              adjustment as follows:

              A.  Whenever the Company shall (i) pay a dividend on Common Stock
                  in shares of its Common Stock, (ii) subdivide its outstanding
                  shares of Common Stock, (iii) combine its outstanding shares
                  of Common Stock into a smaller number of shares, or (iv) issue
                  by reclassification of its shares of Common Stock (including
                  any reclassification in connection with a consolidation or
                  merger in which the Company is the continuing corporation) any
                  shares, the Exercise Rate in effect at the time of the record
                  date for such dividend or of the effective date of such
                  subdivision, combination or reclassification shall be
                  proportionately adjusted so that the Holder of this Warrant
                  exercising it after such time shall be entitled to receive the
                  total number and kind of shares which bear the same proportion
                  to the total issued and outstanding Common Stock of the
                  Company immediately after such time as the proportion he would
                  have owned and have been entitled to receive immediately prior
                  to such time.


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              B.  Whenever the Company shall issue any shares of Common Stock
                  other than:

                  (i)  shares issued in a transaction described in subparagraph
                       H of this Paragraph 10; and

                  (ii) shares issued upon exercise or conversion of securities
                       of the type referred to in subparagraphs E and F of this
                       Paragraph 10 or shares issued, subdivided or combined in
                       transactions described in subparagraph (A) of this
                       Paragraph 10 if and to the extent that the Exercise Rate
                       shall have been previously adjusted pursuant to the terms
                       of this subparagraph (B) or subparagraph (A) of this
                       Paragraph 10 as a result of the issuance, subdivision or
                       combination of such securities;

                  at a price per share which is less than the current public
                  market value of a share of Common Stock, the Exercise Rate in
                  effect immediately prior to such issuance shall be adjusted by
                  multiplying such Exercise Rate by a fraction, the numerator of
                  which shall be the number of shares of Common Stock
                  outstanding immediately prior to such issuance plus the number
                  of additional shares of Common Stock so issued, and the
                  denominator of which shall be the number of Shares of Common
                  Stock outstanding immediately prior to such issuance plus the
                  number of shares of Common Stock which the fair value of the
                  consideration received by the Company for the total number of
                  additional shares so issued would purchase at a price equal to
                  the current public market value.

              C.  Whenever the Company shall pay a dividend or make a
                  distribution (other than in a transaction which results in an
                  equivalent adjustment pursuant to other subparagraphs of this
                  Paragraph 10) generally to holders of its Common Stock or
                  evidences of its indebtedness or assets (excluding dividends
                  paid in, or distributions of cash to the extent of current
                  income or earned surplus of the Company), or securities of the
                  Company, or rights to subscribe for or purchase securities of
                  the Company, the Exercise Rate in effect immediately prior to
                  such distribution shall be adjusted by multiplying such
                  Exercise Rate by a fraction, the numerator of which shall be
                  the then current public market value, if any, per share of the
                  Common Stock receiving such dividend or distribution or, if
                  there shall be no such current public market value, then the
                  book value per share as of the close of the month preceding
                  such distribution, and the denominator of which shall be the
                  numerator less the fair market value of the portion of the
                  assets, or the evidences of indebtedness or rights, so
                  distributed which is applicable to each such share; provided,
                  however, if as a result of such adjustment the Exercise Price
                  would be a negative figure, such adjustment


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                  shall be modified so that the Exercise Price after such
                  adjustment is $.01 per share.

              D.  Whenever the Company shall issue by reclassification of its
                  shares of Common Stock any shares of stock, the Exercise Rate
                  in effect immediately prior to such issuance shall be
                  proportionately adjusted so that the Holder of this Warrant
                  exercising it after such time shall be entitled to receive,
                  the number and kind of shares which, when added to the number
                  of shares of such kind exercisable hereunder prior to such
                  issue, would entitle the Holder hereof, upon the exercise
                  hereof in full, to purchase an amount of shares of such kind
                  which bears the same proportion to the total issued and
                  outstanding capital stock of the Company as the proportion he
                  would have owned and have been entitled to receive immediately
                  prior to such issue. In the event that at any time, as a
                  result of an adjustment made pursuant to this paragraph 10,
                  the Holder of this Warrant shall become entitled upon exercise
                  thereof to receive any shares of the Company other than shares
                  of its Common Stock, then thereafter the number of such other
                  shares so receivable upon exercise of this Warrant shall be
                  subject to adjustment from time to time in a manner and on
                  terms as nearly equivalent as practicable to the provisions
                  contained in this Paragraph 10 in the respect of the Common
                  Stock.

              E.  For purposes of the adjustments provided for in the foregoing
                  subparagraphs of this Paragraph 10, if at any time, the
                  Company shall issue any rights or options for the purchase of,
                  or stock or other securities convertible into Common Stock,
                  (such convertible stock or securities being herein referred to
                  as "Convertible Securities") the Company shall be deemed to
                  have issued at the time of the issuance of such rights or
                  options or Convertible Securities the maximum number of shares
                  of Common Stock issuable upon exercise or conversion thereof
                  and to have received as consideration for the issuance of such
                  shares an amount equal to the amount of cash and fair value of
                  other consideration, if any, received by the Company for the
                  issuance of such rights or options or Convertible Securities,
                  plus, in the case of such options or rights, the minimum
                  amounts of cash and fair value of other consideration, if any,
                  payable to the Company upon the exercise of such options or
                  rights and, in the case of Convertible Securities, the minimum
                  amounts of cash and fair value of other consideration, if any,
                  payable, to the Company.

              F.  For purposes of the adjustment provided for in subparagraph B
                  above, if at any time the Company shall issue any rights or
                  options for the purchase of Convertible Securities, the
                  Company shall be deemed to have issued at the time of the
                  issuance of such rights or options the maximum number of
                  shares of Common Stock issuable upon conversion of the total
                  amount of Convertible Securities covered by such rights or
                  options and to have


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                  received as consideration for the issuance of such shares an
                  amount equal to the amount of cash and the amount of fair
                  value of other consideration, if any, received by the Company
                  for the issuance of such rights or options, plus the minimum
                  amounts of cash and fair value of other consideration, if any,
                  payable to the Company upon the exercise of such rights or
                  options and payable to the Company on conversion of such
                  Convertible Securities.

              G.  Anything in subparagraph E or F above to the contrary
                  notwithstanding, whenever the Company shall issue any shares
                  (other than on exercise of this Warrant) upon exercise of any
                  rights or options or upon conversion of any Convertible
                  Securities and if the Exercise Rate shall not previously have
                  been adjusted upon the issuance of such rights, options or
                  Convertible Securities, the computation described in
                  subparagraph B above shall be made and the Exercise Rate
                  adjusted in accordance with the provisions thereof (the shares
                  so issued being deemed for purposes of such computation to
                  have been issued at a price per share equal to the amount of
                  cash and fair value of other consideration, if any, properly
                  attributable to one such share received by the Company upon
                  issuance and exercise of such rights or options or sale and
                  conversion of such Convertible Securities (and upon issuance
                  of any rights or options pursuant to which such Convertible
                  Securities may have been sold).

              H.  Anything in this Paragraph 10 to the contrary notwithstanding,
                  no adjustment in the Exercise Rate or Exercise Price shall be
                  made in connection with:

                  (i)  Convertible Securities issued pursuant to the Company's
                       qualified or non-qualified Employee Stock Option Plans or
                       any other bona fide employee benefit plan or incentive
                       arrangement, adopted or approved by the Company's Board
                       of Directors or shares of Common Stock issued pursuant to
                       the exercise of any rights or options granted pursuant to
                       said plans or arrangements (but only to the extent that
                       the aggregate number of shares excluded by the Clause (i)
                       and issued after the date hereof shall not exceed 15% of
                       the Company's Common Stock outstanding at the time of any
                       such issuance); and

                  (ii) The issuance of any shares of Common Stock pursuant to
                       the exercise of Convertible Securities outstanding as of
                       the date hereof including without limitation, the
                       conversion of any Warrant issued in the same placement of
                       securities pursuant to which this Warrant was issued by
                       the Company.

              I.  For purposes of this Paragraph 10, the current public market
                  value of a share of Common Stock on any date shall be deemed
                  to be the arithmetical average of the following prices for
                  such of the thirty (30) business days


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                  immediately preceding such day as shall be available: (i) for
                  any of the such days on which the Common Stock shall be listed
                  on a national securities exchange, the last sale price on such
                  day or, if there shall have been no sale on such day, the
                  average of the closing bid and asked prices on such exchange
                  on such day, or (ii) for any of such days on which the Common
                  Stock shall not be listed on a national securities exchange
                  but shall be included in the National Association of
                  Securities Dealers Automated Quotation System ("NASDAQ"), the
                  average of the closing bid and asked prices on such day quoted
                  by brokers and dealers making a market in NASDAQ, furnished by
                  any member of the New York Stock Exchange selected by the
                  Company for that purpose, or (iii) for any of such days on
                  which the Common Stock shall not be so listed on a national
                  securities exchange or included in NASDAQ but shall be quoted
                  by three brokers regularly making a market in such shares in
                  the over-the-counter market, the average of the closing bid
                  and asked prices on such day, furnished by any member of the
                  New York Stock Exchange selected by the Company for that
                  purpose, or (iv) for any days on which the information
                  described in items (i), (ii) or (iii) above is unavailable,
                  the book value per share of the Common Stock as determined in
                  accordance with generally accepted accounting principles;
                  provided, however, in its discretion the Board may make an
                  appropriate reduction in the "current public market value"
                  based upon any applicable trading restrictions to particular
                  shares of Common Stock.

              J.  Anything in this Paragraph 10 to the contrary notwithstanding,
                  no adjustment in the Exercise Rate shall be required unless
                  such adjustment would require an increase or decrease of at
                  least 1% in such rate; provided, however, that any adjustments
                  which by reason of this subparagraph J are not required to be
                  made shall be carried forward and taken into account in making
                  subsequent adjustments. All calculations under the Paragraph
                  10 shall be made to the nearest cent or to the nearest
                  one-hundredth of a share, as the case may be.

              K.  No adjustment in the Exercise Rate shall be made for purposes
                  of subparagraphs B and C of this Paragraph 10 if such
                  adjustment would result in an increase in such Exercise Price
                  or decrease in the Exercise Rate except that, in the case of
                  any Convertible Securities in respect of which an adjustment
                  has previously been made under subparagraph B above and which
                  has expired or otherwise been canceled without exercise of the
                  rights or options evidenced thereby, such previous adjustment
                  shall be reversed.

              L.  Before taking any action which could cause an adjustment
                  pursuant to this Paragraph 10 reducing the Exercise Price per
                  share below the then par value (if any) of the shares covered
                  hereby, the Company will take any


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                  corporate action which may be necessary in order that the
                  Company may validly and legally issue at the Exercise Price as
                  so adjusted shares that are fully paid and non-assessable.

              M.  The number of shares of capital stock of the Company
                  outstanding at any given time shall not include shares owned
                  or held by or for the account of the Company, and the
                  disposition of any such shares shall be considered an issue or
                  sale of such shares for the purposes of this Paragraph 10.

              N.  If any event occurs as to which the other provisions of this
                  Paragraph 10 are not strictly applicable but the lack of any
                  adjustment would not fairly protect the purchase rights of the
                  Holder of this Warrant in accordance with the basic intent and
                  principles of such provisions, or if strictly applicable would
                  not fairly protect the purchase rights of the Holder of this
                  Warrant in accordance with the basic intent and principles of
                  such provisions, then the Company shall appoint a firm of
                  independent certified public accountants (which shall not be
                  the regular auditors of the Company) of recognized national
                  standing, which shall give their opinion upon the adjustment,
                  if any, on a basis consistent with the basic intent and
                  principles established in the other provisions of this
                  Paragraph 10, necessary to preserve, without dilution, the
                  exercise rights of the registered Holder of this Warrant. Upon
                  receipt of such opinion, the Company shall forthwith make the
                  adjustments described therein. In taking any action or making
                  any determination pursuant to the provisions of this Section
                  10, the Company and its Board of Directors shall, at all
                  times, exercise reasonable judgment and act in good faith.

              O.  Upon any adjustment of any Exercise Rate, then and in each
                  such case, the Company shall promptly deliver a notice to the
                  registered Holder of this Warrant, which notice shall state
                  the Exercise Price and Exercise Rate resulting from such
                  adjustment and the increase or decrease, if any, in the number
                  of shares purchasable at such price upon the exercise hereof,
                  setting forth in reasonable detail the method of calculation
                  and the facts upon which such calculation is based.

              P.  In the case of the issuance of shares of Common Stock or
                  Convertible Securities for a consideration in whole or in
                  part, other than cash, the consideration other than cash shall
                  be deemed to be the fair market value thereof as reasonably
                  determined in good faith by the Board of Directors of the
                  Company (regardless of accounting treatment thereof);
                  provided, however, that if such consideration consists of the
                  cancellation of debt issued by the Company the consideration
                  shall be deemed to be the amount the Company received upon
                  issuance of such debt (gross proceeds) plus accrued interest
                  and, in the case of original issue discount or zero coupon
                  indebtedness, accreted value to the date of such


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                  cancellation, but not including any premium or discount at
                  which the debt may then be trading or which might otherwise be
                  appropriate for such class of debt;

              Q.  The Company shall not issue any shares of its capital stock
                  (other than Common Stock) at or for consideration which is
                  less than fair value determined by the Board of Directors of
                  the Company in light of all circumstances surrounding such
                  issuance.

         11. In the case:

              A.  The Company shall declare any dividend or distribution on its
                  Common Stock (or on any other shares which the Holder of this
                  Warrant may become entitled to receive upon exercise hereof);
                  or

              B.  The Company shall authorize the issuance to holders of its
                  Common Stock (or on any other shares which the Holder of this
                  Warrant may become entitled to receive upon exercise hereof)
                  any subscription rights or warrants; or

              C.  Of any subdivision, combination or reclassification of shares
                  of Common Stock of the Company (or any shares of the Company
                  which are subject to this Warrant), or of any proposed
                  consolidation or merger to which the Company is to be a party
                  and for which the approval of any shareholders of the Company
                  is required, or of the proposed sale or transfer of all or
                  substantially all of the assets of the Company; or

              D.  Of the proposed voluntary or involuntary dissolution,
                  liquidation, or winding up of the Company; or

              E.  The Company proposes to effect any transaction not specified
                  above which would require an adjustment of the Exercise Rate
                  pursuant to Paragraph 10 hereof;

              then the Company shall cause to be mailed to Holders of this
              Warrant, at least ten (10) days prior to the applicable record or
              other date hereinafter specified, a notice describing such
              transaction in reasonable detail, specifying the character, amount
              and terms of all securities and the amounts of cash and other
              property, if any, involved in such transaction and stating (i) the
              date as of which the holders of Common Stock (or any such other
              shares) of record to be entitled to receive any such dividend,
              distribution, rights, or warrants is to be determined, or (ii) the
              date of which any such subdivision, combination, reclassification,
              consolidation, merger, sale, transfer, dissolution, liquidation,
              winding up, or other transaction is expected to become effective,
              and the date as of which it is expected that holders of Common
              Stock (or any such other


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              shares) of record shall be entitled to exchange the same for
              securities or other property, if any, deliverable upon such
              transaction.

         12.  The Company covenants and agrees that it will not merge or
              consolidate with or into or sell or otherwise transfer all or
              substantially all of its assets to any other corporation or entity
              unless at the time of or prior to such transaction such other
              corporation or other entity shall expressly assume all of the
              liabilities and obligations of the Company under this Warrant and
              (without limiting the generality of the foregoing) shall expressly
              agree that the Holder of this Warrant shall thereafter have the
              right (subject to subsequent adjustment as nearly equivalent as
              practicable to the adjustments provided for in Paragraph 10 of
              this Warrant) to receive upon the exercise of this Warrant the
              number and kind of shares of stock and other securities and
              property receivable upon such transaction by a Holder of the
              number and kind of shares which would have been receivable upon
              the exercise of this Warrant immediately prior to such
              transactions.

         13.  The Holder of this Warrant Certificate, each transferee hereof and
              any holder and transferee of any Shares, by his acceptance
              thereof, agrees that (i) no public distribution of Warrants or
              shares will be made in violation of the Act, and (ii) during such
              period as the delivery of a prospectus with respect to Warrants or
              Shares may be required by the Act, no public distribution of
              Warrants or Shares will be made in a manner or on terms different
              from those set forth in, or without delivery of, a prospectus then
              meeting the requirements of Section 10 of the Act and in
              compliance with all applicable state securities laws. The Holder
              of this Warrant Certificate and each transferee hereof further
              agrees that if any distribution of any of the Warrants or Shares
              is proposed to be made by them otherwise than by delivery of a
              prospectus meeting the requirements of Section 10 of the Act, such
              action shall be taken only after submission to the Company of an
              opinion of counsel, reasonably satisfactory in form and substance
              to the Company's counsel, to the effect that the proposed
              distribution will not be in violation of the Act or of applicable
              state law. Furthermore, it shall be a condition to the transfer of
              the Warrants that any transferee thereof deliver to the Company
              his written agreement to accept and be bound by all of the terms
              and conditions contained in this Warrant Certificate.

         14.  This Warrant Certificate shall be exercisable only during the
              continuance of the Holder's employment at the Company or its
              subsidiaries, except that:

              a.  If the Holder ceases to be an employee at the Company (or a
                  subsidiary of the Company) for any reason other than by death
                  or disability, this Warrant Certificate may be exercised by
                  Holder, to the extent that it was exercisable at the date of
                  termination, at any time within three months


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                  after the date Holder ceases to be an employee, but not
                  later than (EXP_DATE) except that, in case of his death oR
                  disability within that three-month period, this Warrant
                  Certificate may be exercised as provided in subparagraph (b)
                  below.

              b.  If the Holder dies or becomes disabled during employment or
                  within the three-month period referred to in subparagraph (a)
                  above, this Warrant Certificate may be exercised, to the
                  extent that it was exercisable by the Holder at the date of:

                  (i)  death, by the person or persons to whom Holder's rights
                       under this Warrant Certificate pass by will or by the
                       laws of descent and distribution or

                  (ii) disability, by the Holder's legal representative,

                  at any time within one year after the date of Holder's death
                  or disability, but not later than (EXP_DATE).

              The determination by the Company's Board of Directors of the
              reason for termination of the Holder's employment shall be binding
              and conclusive on the Holder.


         WITNESS the following signatures as of (FULL_GRANT_DATE).




                                   SEITEL, INC.



                                   By:
                                      ------------------------------------------
                                            Paul A. Frame
                                            Chief Executive Officer


         Accepted:



         --------------------------------
        (First_Name)(Last_Name)


<PAGE>   13

Page 13



                                  PURCHASE FORM


TO:  SEITEL, INC.                                DATE:
                                                      ------------------------


         The undersigned hereby irrevocably elects to exercise the attached
Warrant Certificate No. (WARRANT_Plan_Type) (WARRANT_Plan_Number), to the
extent of __________ shares of Common Stock, $.01 par value per share of SEITEL,
INC., and hereby makes payment of ____________ in payment of the aggregate
exercise price thereof.





                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name:     (First_Name)(Last_Name)

Address:
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                                 By:
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