SecProbe.io

Via U.S. Mail and facsimile (713/615-5794)
April 13, 2011
Billy F. Mitcham, Jr.
President and Chief Executive OfficerMitcham Industries, Inc.8141 SH 75 South, P.O. Box 1175Huntsville, Texas  77342
Re: Mitcham Industries, Inc.
Registration Statement on Form S-3Filed March 18, 2011File No. 333-172935
Dear Mr. Mitcham:
We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may bette r understand your disclosure.
Please respond to this letter by amending y our registration statement and providing the
requested information. Where you do not belie ve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your regi stration statement and the information you
provide in response to these comment s, we may have additional comments.
General
1. Please provide a detailed explanation as to the availability of General Instruction I.B.1 to
the subject transaction.  Provi de a specific calculation of how  you determined that you
the aggregate market value your voting and non-voting common equity held by non-affiliates equals or exceeds $75 million.
2. Please note that at the time of effectiveness, the registration statement must be in
compliance with the financial statement requirements for subsidiary guarantors as set forth in Rule 3-10 of Regulation S-X. Please advi se us as to how you plan to comply with
these requirements. See
SEC Release No. 33-7878 (August 15, 2000).

Billy F. Mitcham, Jr.
Mitcham Industries, Inc.April 13, 2011Page 2
3. We note disclosure in footnote 1 that securities registered may be sold separately or as
units with the other securities registered under the Form S-3.  Please revise to identify the
units as a separate security, pay the appr opriate registration fee, and revise the
registration statement, including the Calculati on of Registration Fee table, the prospectus
cover page and description of securities section to include the units.  Please arrange for counsel to opine on the legality of the units. Calculation of Registration Fee Table
Ratio of Earnings to Fixed Charges, page 6
4. The ratio of earnings to fixed charges info rmation required by Item  503(d) of Regulation
S-K should be included in your registration statement prior to effectiveness.  Please
revise.
Exhibit 5.1
5. We note the date limitation on page 5 of counsel’s legal opinion.  Please have counsel
provide a new legal opinion dated at or in cl ose proximity to the date of effectiveness.
Alternatively, counsel may de lete the date qualification.
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 the information the S ecurities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event y ou request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknowledging that:
/g120should the Commission or the staff, acting pursu ant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
/g120the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
/g120the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by th e Commission or any person under the federal
securities laws of the United States.

Billy F. Mitcham, Jr.
Mitcham Industries, Inc.April 13, 2011Page 3
Please refer to Rules 460 and 461 regarding requ ests for acceleration.  We will consider a
written request for acceleration of the effective da te of the registration statement as confirmation
of the fact that those reques ting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as  they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or, in her absence, me
at (202) 551-3397 with any questions.
Sincerely,
Jay Ingram
Legal Branch Chief
cc: Gillian A. Hobson ( Via facsimile 713/615-5794 )
Vinson & Elkins L.L.P.First City Tower1001 Fannin Street, Suite 2500Houston, Texas  77002