SecProbe.io

May 1 9, 201 6

Mail Stop 4631

Via E -Mail
Robert P. Capps
Co-Chief Executive Officer and
Chief Financial Officer
Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

Re: Mitcham Industries, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed May 18 , 2016
  File No. 333 -208177

Dear Mr. Capps :

We have reviewed your amended registration statement  and have the following
comment s.  Please respond to this letter by amending your registration statement and providing
the requested information .  If you do not believe our comment s apply  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to our comment s, we may have additional comments.

Capitalization, page 23

1. We note that you have provided “as adjusted” information  to reflect the offering and the
application of the net proceeds as described in “use of proceeds.”  Given that your use of
proceeds information is currently blank, please revise your presentation to provide
additional footnote disclosure which quantifies the proceeds from this offering that you
have estimated in your presentation.  Please also clearly indicate in the footnotes to your
capitalization table how you computed each “as adjusted” amount.

2. Additionally, please reconcile your disclosure in footn ote (1) which indicates that as of
May 12, 2016, borrowings of approximately $14.1 million were outstanding, with your
disclosure on page 22 which states that as of May 12, 2016 you had approximately $13.1
million drawn under your credit facility, or revis e your filing as appropriate.

Robert P. Capps
Mitcham Industries, Inc.
May 1 9, 201 6
Page 2

 Description of the Series A Preferred Stock, page 27

Conversion Rights, page 31

3. We note your disclosure on page 32 that the conversion rights would be subject to
shareholder approval of an amendment to your articles of inco rporation to increase the
number of authorized shares of preferred stock.  Please explain why the exercise of
conversion rights would necessitate an increase in the number of authorized shares of
preferred stock.  Alternatively, please revise your disclosu re to refer, if true, to the need
for an increase in the number of authorized shares of common stock.  Please add
corresponding disclosure to the risk factor on page 17 that deals with the risk associated
with a holder of preferred stock not being able to exercise its conversion rights.

You may contact Melinda Hooker (Staff Accountant) at 202-551-3732 or Dale Welcome
(Staff Accountant ) at 202-551-3865 if you have questions regarding comments on the financial
statements and related matters.  Please contact Frank Pigott (Staff Attorney) at 202-551-3570 or
me at 202-551-3729 with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Gillian A. Hobson
Vinson & Elkins, L.L.P.