SecProbe.io

January 19, 2011
 Mitcham Industries, Inc. Robert P. Capps, Executive Vice Presiden t – Finance and Chief Financial Officer
8141 SH 75 South P.O. Box 1175
Huntsville, TX  33742

Re: Mitcham Industries, Inc.
 Form 10-K for the year ended January 31, 2010 filed April 9, 2010  Form 10-Q for the quarter ended October 31, 2010 filed December 8, 2010
File No. 0-25142

Dear Mr. Capps:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the year ended January 31, 2010

 Item 7 Management’s Discussion and Analysis of  financial Condition and Results of Operations

 Overview, page 21

1. We note your disclosure in footnote (1) to your operating information that EBITDA and
Adjusted EBITDA are important for assessing your performance and as indicators of
your ability to make capital expenditures, service debt and finance working capital requirements and that these measures allow in vestors to meaningfully trend and analyze
performance of your core cash operations.  Ba sed on these disclosures it appears that you
are not only utilizing these measures as pe rformance measures, but also as liquidity
measures.  If you are using these measures as  liquidity measures, please revise future
disclosures to clearly state such and reconc ile the measures to the most comparable
liquidity measure, operating cash flow.  If you are not using these measures as liquidity
measures, please revise your future disclosure s to remove references to cash liquidity.
Please provide to us your proposed future disclosures.

Mr. Robert P. Capps Mitcham Industries, Inc. January 19, 2011 Page 2

Critical Accounting Policies

 Revenue Recognition, page 33

2. With a view toward future disclosure, pleas e clarify whether you have multiple element
arrangements.  If so, expand your disclo sures to address your accounting for these
arrangements.  In this regard, we note that you design, manufacture and sell seismic equipment and your disclosure on page 25 which indicates that you provide on-going
support activities.  If appropria te, please also discuss how you have established fair value
for each of your elements.  Please refer to ASC Topic 605-25.
 Long-Lived Assets, page 33

3. We note that demand for your leas e-pool assets has declined in  the periods presented.  In
future filings, please expand your disclo sures to provide a more specific and
comprehensive discussion of the changes in circumstances which would cause you to
perform an impairment analysis of your long- lived assets.  Also, please disclose whether
you were required to perform an impairment anal ysis during any of the periods presented.

Goodwill and Other Intangible Assets, page 34

4. We note that your results of operations could be adversely affected  as a result of goodwill
impairments.  Please tell us what your re porting units are and how you determined them
and to the extent that any of your reporting un its have estimated fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregate or individually, if impaired, c ould materially impact your
operating results or total shareholders’ equi ty, please provide the following disclosures
for each of these reporting units in future filings:
• Identify the reporting unit;
• The percentage by which fair value exceeds the carrying value as of the most-recent
step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associated with the key assumptions.  For example, to
the extent that you have included assump tions in your income approach that
materially deviates from your historical re sults, please include a discussion of these
assumptions;
• A discussion of any potential events and/or circumstances that could have a negative
effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclo se this determination in future filings.
Please refer to Item 303 of Regulation S-K.

Mr. Robert P. Capps Mitcham Industries, Inc. January 19, 2011 Page 3

Notes to the Consolidated Financial Statements

 11. Income Taxes, page F-15

5. We note your disclosure on page F-16 indi cating that you had Canadian net operating
loss carryforwards that begin to expire in 2011 and your disclosure on page 8 which
indicates that your Canadian re venues have decreased signifi cantly.  Please explain to us
and include in future disclo sures the evidence which led you to conclude that these net
operating loss carryforwards are realizable.
  14. Segment Reporting, page F-20

6. Please provide to us a tabul ar presentation of your reco nciliation of Segment to
Consolidated Income (loss) before taxes for all periods presented and in future filings
please ensure that all significant reconciling items are separately id entified and described.
Please refer to ASC Topic 280-10-50-30.
 Form 10-Q for the quarter ended October 31, 2010

 Notes to the Condensed Conso lidated Financial Statements

4. Acquisition, page 4

7. We note that your acquisition of AES resulted in a bargain purchase gain.  Please provide
to us a more comprehensive discussion explai ning how you determined that this gain is
appropriate.  Please refer to ASC Topic 805-30-25-4.

6. Balance Sheet, page 6

8. Your disclosure indicates that you still in the process of repossessing equipment related
to a defaulted contract receivable.  Please tell us and disclose in future filings the status of this repossession and when you expect the proces s to be complete.  Due to the length of
time it has taken for the repossession, please tell us whether you have reassessed the
value of the equipment.
 Liquidity and Capital Resources, page 20

9. We note that you have extended the terms on your revolving credit faci lity which is now
due May 31, 2012 and you have increased the limit to $35 million.  We also note that you may convert outstanding balances on your credit facility to 48 -month notes.  If you
expect to utilize this opti on, please discuss the impacts it may have on your liquidity and
your results, including interest expense.  Additionally, please revise future annual and quarterly filings to disclose and discu ss average borrowing leve ls under your credit
facility during each period presented.

Mr. Robert P. Capps Mitcham Industries, Inc. January 19, 2011 Page 4

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with 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 federa l securities laws of  the United States.

You may contact Mindy Hooke r at (202) 551-3732, Jeanne  Baker at (202) 551-3691or
me at (202) 551-3768 with any questions.
Sincerely,

John Cash Branch Chief