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Exhibit 10.5


SEITEL, INC.


Revised Summary of 2005 Non-Employee Director and Executive
Officer

Compensation and Incentive Arrangements


General


    The following reflects updated information for revisions made to certain
non-employee director and executive officer compensation and incentive
arrangements during 2005.


Non-Employee
Director Compensation


    For fiscal year 2005, non-employee directors of Seitel, Inc. (the
"Company") receive an annual fee of $30,000, annual restricted stock awards
valued at $20,000 (granted at the close of the first trading date of the
calendar year), $1,500 for each board meeting attended in person and $500 for
each board meeting attended by telephone conference, including committee
meetings attended.  In addition, the Chairman of the Board receives $250,000
per year on an annualized basis, which was reduced to $100,000 effective July
1, 2005, the Lead Director (which position was left vacant effective June 1,
2005) receives $1,500 per day when performing services on behalf of the Company,
and annual fees are paid to each committee chairman as follows: audit
committee, $15,000; compensation committee, $10,000; corporate governance and
nominating committee $7,500. All directors are entitled to reimbursement for
their reasonable out-of-pocket expenditures.


Executive
Officer Compensation


    The Company has the following compensatory arrangements with each of its
executive officers for fiscal year 2005:


	
   Name

   	
   Title

   	
   Base
   Salary

   	
   Restricted

   Stock Grants(1)(2)

   	
   Unrestricted

   Stock Grants(1)(2)

   	
   Discretionary
   Cash Bonuses(1)

   
	
  Robert D. Monson

  	
  President and Chief Executive
  Officer

  	
  $400,000

  	
  316,000(3)

  	
  -

  	
  -

  
	
  Kevin P. Callaghan

  	
  Executive Vice President and
  Chief Operating Officer

  	
  $330,000

  	
  440,000

  	
  -

  	

  
	
  Robert J. Simon

  	
  President -

  Seitel Data, Ltd.

  	
  $260,000

  	
  321,000

  	
  -

  	

  
	
  Garis Smith

  	
  President - Olympic Seismic,
  Ltd.

  	
  C $240,000(4)

  	
  146,000

  	
  32,000

  	
  C $101,724(4)

  
	
  William J. Restrepo

  	
  Executive Vice President, Chief
  Financial Officer

  and Secretary

  	
  $240,000(5)

  	
  210,000(6)

  	
  -

  	
  -

  
	
  Marcia
  H. Kendrick

  	
  Senior
  Vice President, Chief Accounting Officer and Treasurer

  	
  $200,000

  	
  156,000(2)

  	
  -

  	
  -

  
	

  	

  	

  	

  	

  	

  



                        

	
    (1)
	
    Each executive officer is also
    eligible, under the Incentive Plan, for a cash bonus and a further equity
    award in a dollar amount equal to the participant's target percentage
    multiplied by the participant's cash bonus amount, if any.  See
    "Incentive Plan for 2005" below.

     

	
    (2)
	
    Includes restricted stock granted
    pursuant to the Incentive Plan and other discretionary awards.  See
    "Incentive Plan for 2005" below.

     

	
    (3)
	
    Included in the 1,000,000 shares
    of restricted stock awarded to Mr. Monson on December 15, 2005.

     

	
    (4)
	
    Represents Canadian dollars.

     

	
    (5)
	
    Represents
    annualized based salary.  Mr. Restrepo joined the Company on July 25,
    2005.

     

    
	
    (6)
	
    Mr. Restrepo is entitled to a
    further equity award valued at approximately $52,600 payable in January
    2006.



Incentive Plan
for 2005


    On January 24, 2005 the Compensation Committee of the Company
established the criteria to be used in determining cash bonuses and certain
incentive equity awards (the "Incentive Plan") for fiscal year 2005.  The
Company's named executive officers and certain other executives participate in
the Incentive Plan, which is operated under the Company's 2004 Stock Option
Plan (the "Plan").  The targets and financial performance measures established
under the Incentive Plan are described below.  The Compensation
Committee reserves the right to modify the targets and financial performance
measures at any time, or to grant cash bonuses or equity awards to executive
officers even if the performance goals are not met.  The cash bonuses and
Performance Equity Awards (defined below) are subject to increase or decrease
of up to 50% in the discretion of the Compensation Committee.  In
order to receive a cash bonus and incentive equity award, if any, the
participants must be employed by the Company on the date such cash bonuses and
incentive equity awards are paid; however, Messrs. Manson, Callaghan and
Restrepo may be eligible for a cash bonus payable after termination in
accordance with the terms of each of their written employment agreements.  The
Company expects to pay 2005 cash bonuses and Performance Equity Awards, if any,
in early 2006.  The Compensation Committee reserves the right to modify the
Incentive Plan for subsequent fiscal years.


Cash Bonuses


    The Incentive Plan provides for a target cash bonus for each participant
based upon a percentage of the participant's base salary, with the opportunity
to earn anywhere from 0% to 200% of the target cash bonus.  The targets, as a
percentage of base salary, for the Company's named executive officers are as
follows:


  	

Robert D. Monson, 


  
President and Chief Executive Officer

       
	
      90%

	



Kevin P.
Callaghan, 


   Chief
Operating Officer and Executive Vice President   

       
	
      60%

	



Robert J.
Simon, 


  
President-Seitel Data, Ltd. 

       
	
      60%

	



Garis
Smith


  
President-Olympic Seismic, Ltd.    

       
	
      45%

	



William
J. Restrepo,


   Executive
Vice President, Chief Financial Officer


   and
Secretary 

       
	
      50%(1)

	



Marcia H.
Kendrick, 


   Senior
Vice President, Chief Accounting Officer,


   and
Treasurer
	
      25%






                        

 

	
    (1)
	Mr. Restrepo's cash bonus will be prorated because of his July 25, 2005 start date.



    The Compensation Committee established cash margin, net of interest
expense (80% weight) and client pre-funding percentage (20% weight) as the
financial performance measures under the Incentive Plan.  Cash margin includes
cash resales plus all other cash revenues other than from data acquisitions,
less cash selling, general and administrative expenses, and cost of goods
sold.  Cash resales result when the Company invoices customers for purchases of
licenses to data from the Company's library.  Other cash revenues are primarily
from the reproduction and delivery of seismic data.  Client prefunding
percentage is the average of all revenue pre-commitments for each new survey as
a percentage of the total cost of such survey.  Where the level achieved under
the financial performance measures falls between zero and target level or
target and maximum levels, the cash bonus is determined by interpolation.


Incentive
Equity Awards


    The Incentive Plan includes two categories of equity awards.  Robert D.
Monson, Kevin P. Callaghan, Robert J. Simon, William J. Restrepo, and Marcia H.
Kendrick are the executives currently eligible for the first category of equity
award ("Key Executive Award(s)").  With the exception of Mr. Restrepo, the 2005
Key Executive Awards have been made in shares of the Company's restricted
common stock, par value $.01 per share (the "Common Stock"), under the Plan as
follows:




	

   

   
	
   Shares

   	
   Award Date

   
	
  Robert D.
  Monson,

    President and Chief Executive Officer

  	
  316,000

  	
  December 15,
  2004

  
	
  Kevin P.
  Callaghan,

    Chief Operating Officer and Executive Vice President

  	
  160,000

  	
  March 23,
  2005

  
	
  Robert J.
  Simon,

    President-Seitel Data, Ltd.

  	
  126,000

  	
  February 15,
  2005

  
	
  Marcia H.
  Kendrick

    Senior Vice President, Chief Accounting Officer

    and Treasurer

   

  	
  36,000

  	
  July 14,
  2005

  






    Mr. Restrepo's 2005 Key Executive Award will be valued at approximately
$52,600 and payable in shares of restricted Common Stock based on the closing
price of the Common Stock on the first trading day in 2006.


    Mr. Monson's Key Executive Award of 316,000 shares of restricted Common
Stock was included in the 1,000,000 shares of restricted Common Stock awarded
to him on December 15, 2004, and is subject to increase.  He is entitled to a 2005
Key Executive Award of restricted Common Stock in an amount equal to 90% of his
base salary ($360,000) and has been deemed to have received $316,000 of this
amount with the 316,000 shares already awarded.  The closing price of the
Common Stock on the first trading day in 2006 will be divided into $44,000 to
arrive at the number of additional restricted Common Stock to be awarded to Mr.
Monson.  Unless modified by the Compensation Committee and except as noted
below, Key Executive Awards in subsequent years will be made in shares of
restricted Common Stock in dollar amounts equal to the participant's target
percentage (Mr. Monson (90%), Mr. Callaghan (60%)(1), Mr. Simon
(60%), Mr. Restrepo (50%), and Ms. Kendrick (25%)) multiplied by the
participant's base salary.  These subsequent year Key Executive Awards, will be
made based on the closing price of the Common Stock on the first trading day of
the year.


    All participants in the Incentive
Plan are eligible for the second category of equity awards ("Performance Equity
Awards"), which will be made in shares of restricted Common Stock (except as
noted below) in a dollar amount equal to the participant's target percentage
multiplied by the participant's cash bonus amount.  Performance Equity Awards
will be made only if the participant meets the performance criteria to receive
a cash bonus as described above.  The named executive officers' target
percentages for a Performance Equity Award are as follows:


  	

Robert D.
Monson, 


  
President and Chief Executive Officer   

       

      	
      90%

	



Kevin P.
Callaghan, 


   Chief
Operating Officer and Executive Vice President   

       

      	
      60%

	



Robert J. Simon, 


  
President-Seitel Data, Ltd.        

       

      	
      60%

	
      Garis
Smith,

   President-Olympic Seismic, Ltd.  

       
	
      50%(1)

	



William
J. Restrepo,

   Executive Vice President, Chief Financial Officer


   and
Secretary 

       

      	
      50%(2)

	



Marcia H.
Kendrick, 


   Senior
Vice President, Chief Accounting Officer,


   and
Treasurer     
	
       50%






                        

	
    (1)
	
    Approximately 40% of Mr. Smith's
    future Key Executive Awards and Performance Equity Awards are expected to be
    made in shares of unrestricted Common Stock.

     

	
    (2)
	
    Mr. Restrepo's Performance Equity Award will reflect proration for his July 25,
2005 start date.