Securities Law & Instruments


Issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83.









(Section 83)

WHEREAS the Ontario Securities Commission (the Commission) has received an application (the Application) of Seitel, Inc. (Seitel or the Applicant) for an order pursuant to Section 83 of the Act that the Applicant be deemed to have ceased to be a reporting issuer for the purposes of the Act;

AND WHEREAS the Applicant has represented to the Commission that:

1. Seitel is a corporation governed by the laws of the State of Delaware and its management and head office are located in Houston, Texas.

2. Seitel is currently subject to a plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code (the Plan). The Plan was confirmed by a U.S. bankruptcy court on March 18, 2004. Pursuant to the Plan, among other things, on July 2, 2004 (the Effective Date) each holder of record as of June 25, 2004 (the Record Date) of Seitel's common shares (the "Common Shares") received for each Common Share owned by them on the Record Date: (1) a newly issued share of Seitel's common stock (the Reorganized Common Shares); and (ii) a warrant (Stockholder Warrant) to purchase 4.926 Reorganized Common Shares at an exercise price of U.S. $0.60 per share within thirty days of the Effective Date (the Exercise Period). The Stockholder Warrants enable each holder to retain a percentage interest in reorganized Seitel substantially equivalent to such holder's percentage in Seitel immediately prior to the Effective Date.

3. Under the Plan, Seitel has the authority to issue 400,000,000 Reorganized Common Shares, par value U.S.$0.01, and up to 5,000,000 shares of voting preferred stock, par value U.S.$0.01 (the Reorganized Preferred Shares). On the Effective Date, the 25,375,683 issued and outstanding Common Shares were cancelled and replaced with 25,375,683 Reorganized Common Shares. As of the date of this application, there have been no provisions for the issuance of any series of Reorganized Preferred Shares.

4. Based on the shareholder registers of Seitel provided by Seitel's transfer agent as of the Record Date, Seitel had approximately 200 registered and beneficial shareholders. Approximately 20 beneficial owners of Common Shares holding an aggregate of 38,720 Common Shares were held by persons with addresses in Ontario and approximately 1 registered and 52 beneficial holders of Common Shares holding an aggregate of 56,540 Common Shares were held by persons with addresses in Canada, representing approximately 0.15% and 0.22% respectively.

5. Seitel entered into agreements with standby purchasers to acquire any and all unexercised Stockholder Warrants after the expiry of the Exercise Period, such that 150,375,683 Reorganized Common Shares are issued and outstanding after the Exercise Period.

6. Based on the shareholder registers of Seitel as of the Record Date and including the dilution which occurred with the exercise of the Stockholder Warrants, the Common Shares held by persons with addresses in Ontario and Canada represent approximately 0.026% and 0.039% respectively.

7. Prior to March 17, 2003, the Common Shares were traded on the New York Stock Exchange (the NYSE) but were delisted due to the inability of Seitel to meet the NYSE's listing requirements relating to minimum share price and market capitalization. Following the delisting from the NYSE, the Common Shares commenced trading on the OTC Bulletin Board (the OTCBB).

8. Seitel is a reporting issuer under the Act and is not in default of any requirements thereof. Seitel is not a reporting issuer in any other jurisdiction in Canada.

9. Seitel became a reporting issuer under the Act on July 31, 2000 through the listing of its Common Shares on the Toronto Stock Exchange (the TSX). Seitel listed its Common Shares on the TSX to allow Canadian investors and clients to trade Seitel's Common Shares in their own currency and to highlight its presence in the Canadian seismic market through its wholly owned subsidiary Olympic Seismic Ltd.

10. Seitel has never offered securities to the public in Ontario or in any other jurisdiction in Canada either by way of a public offering in accordance with the prospectus requirements or privately in accordance with an exemption from the prospectus requirements.

11. Seitel only attracted a de minimis number of Canadian investors and the volume of trading of Seitel's Common Shares on the TSX was low. Accordingly, effective June 25, 2004, Seitel voluntarily delisted its Common Shares from the TSX.

12. Seitel has no intention of listing its Reorganized Common Shares on any Canadian securities exchange or any Canadian or U.S. inter-dealer quotation system, however, market makers have listed Seitel's Reorganized Common Shares and Stockholder Warrants on the OTCBB.

13. Seitel has no plans to seek financing by a pubic offering of its securities in Canada.

14. Seitel is subject to the continuous disclosure requirements of the Securities Exchange Act of 1934 (U.S.), (the 1934 Act), and continuous disclosure materials which are provided to holders of securities of Seitel in the United States pursuant to the 1934 Act will be provided to holders of securities in Canada. Seitel will continue to post its disclosure materials which may be accessed by Canadian holders on the EDGAR website maintained by the SEC. Seitel will also post selected continuous disclosure documentation on its website at

AND WHEREAS the Commission is satisfied that the test contained in the Act that provides the Commission with the jurisdiction to make this Order has been met;

THE DECISION of the Commission under the Act is that Seitel, Inc. is deemed to have ceased to be a reporting issuer under the Act.

October 22, 2004.

"Suresh Thakrar"
"Harold P. Hands"