SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

February 3, 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 response to our letter dated January 6, 2009 and have the
following comments.  We ask that  you respond by February 18, 2009.

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.

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

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

1. As previously requested in comment number  four of our letter dated January 6, 2008,
please request that your auditors revise their reports and amend  your filing to include the
revised auditor’s reports which appropriately reflect the guida nce set forth in paragraph 3
of Auditing Standard No. 1.

Mr. Robert P. Capps
Mitcham Industries, Inc.
February 3, 2009 Page 2
Form 10-Q for the quart er ended October 31, 2008

Condensed Consolidated Statements of Cash Flows, page 3

2. We note your response to our previous comment eight.  In future filings please enhance
your disclosure to clarify the nature of these short-term i nvestments as well as your basis
for including this item in cash flows from financing activities.

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.
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