SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

January 6, 2009
  Mr. Robert P. Capps Executive Vice-President-Finan ce and Chief Financial Officer, Mitcham Industries, Inc.
8141 SH75 South P.O. Box 1175 Huntsville, TX 77342
Re: Mitcham Industries, Inc.
Form 10-K for the year ended January 31, 2008 Form 10-Q for the quart er ended October 31, 2008
File No. 0-25142

 Dear Mr. Capps:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 2

Form 10-K for the fiscal year ended January 31, 2008

Item 7. Management’s Discussion and Analysis  of  Financial Condition and Results of
Operations, page 17

1. We note that you present EBITDA and Adju sted EBITDA, two non-GAAP performance
measures that exclude recurring expenses.  W ith reference to Question 8 of “Frequently
Asked Questions Regarding the Use of Non- GAAP Financial Measures” ensure future
filings fully present the disclosures required by each of the 5 bullets in the answer to
Question 8.  Specifically, ensure your disclo sures (i) identify the economic substance
behind management’s decision to use thes e non-GAAP measures, (ii) address the
material limitations a ssociated with the use of these non-GAAP measures as compared to
the use of the most directly comparable GAAP financial measure and (iii) discuss the
manner in which management compensates fo r these limitations when using these non-
GAAP financial measures.

 Critical Accounting Policies, page 27

Allowance for Doubtful Accounts, page 27

2. We note your disclosure on page 9 which in dicates that approximately 25% of your
outstanding trade accounts receivab le were more than 90 days pa st due.  In light of this,
please enhance your critical accounting estimate discussion to clearly explain the factors
you consider when determining your allowance for doubtful accounts.  Please also expand your disclosure to disc uss the typical amount of time it takes for your customers
to pay their invoices and if you charge any fess associated with these past due accounts.

Goodwill, page 28

3. We note you have identified goodwill as a criti cal accounting policy.   In order to provide
readers with a better insi ght into management’s judg ments in accounting for goodwill,
please disclose the following:
• A qualitative and quantitative description of the material assumptions used and a
sensitivity analysis of those assumptions  based upon reasonably likely changes; and
• How the assumptions and methodologies us ed for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 3

Report of Independent Registered Public Acc ounting Firm on Financial statements, page F-2
Report of Independent Registered Public Acc ounting Firm on Internal Controls, page F-3

4. Your independent registered public accounting firm’s audit reports indicate that their
audits were conducted “in accordance with auditing  standards of the Public Company
Accounting Oversight Board (Uni ted States)”.  Please note however that paragraph 3 of
Auditing Standard No.1 states that auditors  should conduct their audit “in accordance
with the standards of the Public Company Accounting Oversight Board (United States)”
regarding the auditing and rela ted professional practice stan dards the engagement must
be performed in accordance with.  Please request  that your auditors revise their reports
and amend your filing to include  those revised reports.

Revenue Recognition of Leas ing Arrangement, page F-8

5. As indicated on page 5, we note that your cust omers are normally responsible for the cost
of shipping the equipment from and to your f acilities.  With reference to EITF 00-10 –
Accounting for Shipping and Handling Fees and Costs, clarify that you record the
amounts billed to your customers as revenues and disclose where you record the related
expenses.   If shipping costs or handling cost s are significant and are not included in cost
of sales (that is, if those costs are accounted for together or separately on other income
statement line items), disclose both the amount(s ) of such costs and the line item(s) on the
income statement that include them.

6. Your critical accounting policy discussion on page 27 refers to commission revenues.
Please expand your discussion of significant ac counting policies to a ddress the nature of
this revenue stream and your related accounting.

Product Warranties

7. You disclose on page 12 that you maintain acc ruals for product warranties.  In future
filings, please provide the disc losures required by paragrap hs 14a and 14b of FIN45.

Form 10-Q for the quart er ended October 31, 2008

Condensed Consolidated Statements of Cash Flows, page 3

8. Please tell us the nature of your short term investments such that it is appropriate to
include the purchases of such investments w ithin cash flows from financing activities.
Refer to paragraphs 15 and 18 of SFAS 95.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 4
Notes to the Consolidated Financial Statements
 5. Balance Sheet – Prepaid expenses and other curre nt assets – Insurance settlement receivable,
page 5

9. We note that you have recognized $1.146 million insurance settlement receivable related
to estimated proceeds from the destruction of certain lease pool equipment.  We further
note that your disclosure on page 16 refers  to expected insurance proceeds.  Please
confirm that these proceeds are probable or  provide us your basis for recognizing this
receivable.

6.  Goodwill and Other Intangible Assets, page 6

10. We note that 100% of your goodwill balance is al located to the Seamap segment.  Given
the deterioration in revenues and operating income for Seamap for the nine months ended
September 30, 2008, please tell us whether a trig gering event has occurred such that you
were required to perform an impairment te st pursuant to paragra ph 28 of SFAS 142.  If
not, please explain why not.  If you have performed a recent impairment test, please
provide us with a summary of those results.

Liquidity and Capital Resources, page 16
11. Your disclosures are silent regarding compliance with your debt covenants.  Please
clarify whether or not you were in complian ce with your debt covenants as of September
30, 2008 and in future filings disclose your compliance with such covenants. For any material debt covenants, please disclose the required ratios as well as the actual ratios as
of each reporting date.  This will allow read ers to understand how much cushion there is
between the required ratios and the actual ra tios.  Please show the specific computations
used to arrive at the actual ratios with corresponding reconciliations to US GAAP
amounts, if necessary.  See Sections I.D a nd IV.C of the SEC Interpretive Release No.
33-8350 and Question 10 of our FAQ Rega rding the Use of Non-GAAP Financial
Measures dated June 13, 2003.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 5

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Jeanne Baker, A ssistant Chief Accountant at,
(202) 551-3691 or to the unde rsigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief