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THE EXPLORATION EQUIPMENT SUPPLIER TM

February 1, 2011

VIA EDGAR AND FACSIMILE

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

    Mitcham Industries, Inc.

Form 10-K for the year ended January 31, 2010 filed April 19, 2010

Form 10-Q for the quarter ended October 31, 2010 filed December 8, 2010

File No. 0-25142

Dear Mr. Cash:

          On January 19, 2011, Mitcham Industries, Inc. (the “Company”) received the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) to the Company’s Form 10-K for the fiscal year ended
January 31, 2010 (the “2010 Form 10-K”) and Form 10-Q for the quarter ended October 31,
2010 (the “Form 10-Q”).

          The following responses are for the Staff’s review. For your convenience we have repeated
each comment of the Staff exactly as given in the Staff’s comment letter.

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 investors to meaningfully trend and analyze performance of
your core cash operations. Based on these disclosures it appears that you are not only
utilizing these measures as performance measures, but also as liquidity measures. If
you are using these measures as liquidity measures, please revise future disclosures to
clearly state

MITCHAM INDUSTRIES INC.

P.O. Box 1175 Huntsville, Texas 77342-1175 USA

HUNTSVILLE: +1 936.291.2277 HOUSTON: +1 281.353.4475 FAX: +1 936.295.1922 EMAIL: sales@mitchamindustries.com

www.mitchamindustries.com

    such and reconcile 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 disclosures to remove references to cash liquidity. Please provide
to us your proposed future disclosures.

    In future filings, we will revise our discussion of EBITDA and Adjusted EBITDA as follows:

    “Management monitors EBITDA and Adjusted EBITDA, both as defined in the following table, as
key indicators of our overall performance and liquidity.”

    We will also include a reconciliation of EBITDA to Cash flows from operating activities
following the reconciliation of EBITDA and Adjusted EBITDA to Net income. The
reconciliation for the years ended January 31, 2010 and 2009 is as follows:

    Year Ended January 31,

    2010

    2009

    Net cash provided by operating activities

    $
    14,085

    $
    17,618

    Stock-based compensation

    (1,401
    )

    (2,185
    )

    Provision for doubtful accounts

    (1,378
    )

    (2,897
    )

    Changes in trade accounts and contracts receivable

    4,995

    1,310

    Interest paid

    627

    306

    Taxes paid

    3,209

    4,574

    Gross profit from sale of lease pool equipment

    755

    1,498

    Changes in contract revenues in excess of billings

    (1,704
    )

    1,787

    Changes in inventory

    754

    (1,282
    )

    Changes in
accounts payable, accrued expenses and other current liabilities

    836

    7,289

    Other

    (984
    )

    318

    EBITDA

    $
    19,794

    $
    28,336

          We will revise the footnote following the reconciliations of net income to EBITDA and net cash
provided by operating activities as follows:

    (1)

    EBITDA is defined as net income (loss) before (a) interest income, net of
interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation,
amortization and impairment. Adjusted EBITDA excludes stock-based compensation. We
consider EBITDA and Adjusted EBITDA to be important indicators for the performance of
our business, but not measures of performance or liquidity calculated in
accordance with accounting principles generally accepted in the United States of America
(“GAAP”). We have included these non-GAAP financial measures because management utilizes
this information for assessing our performance and liquidity, and as indicators
of our ability to make capital expenditures, service debt and finance working capital
requirements. The covenants of our revolving credit agreement require us to maintain a
minimum level of EBITDA. Management believes that EBITDA and Adjusted EBITDA are
measurements that are commonly used by analysts and some investors in evaluating the
performance and liquidity of companies such as us. In particular, we believe
that it is useful to our analysts and investors to understand this relationship because
it excludes transactions not related to our core cash operating activities. We believe
that excluding these transactions allows investors to meaningfully trend and analyze the
performance of our core cash operations. EBITDA and Adjusted EBITDA are not measures of
financial performance or liquidity under GAAP and should not be considered in
isolation or as alternatives to cash flow from operating activities or as alternatives
to net income as indicators of operating performance or any other measures of
performance derived in accordance with GAAP. In evaluating our performance as measured
by EBITDA, management recognizes and considers the limitations of this measurement.
EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income
taxes, interest expense or other obligations such as capital expenditures. Accordingly,
EDITDA and Adjusted EBITDA are only two of the measurements that management utilizes.
Other companies in our industry may calculate EBITDA or Adjusted EBITDA differently than
we do and EBITDA and Adjusted EBITDA may not be comparable with similarly titled measures
reported by other companies.

MITCHAM INDUSTRIES INC.

P.O. Box 1175 Huntsville, Texas 77342-1175 USA

HUNTSVILLE: +1 936.291.2277 HOUSTON: +1
281.353.4475 FAX: +1 936.295.1922 EMAIL: sales@mitchamindustries.com

www.mitchamindustries.com

Critical Accounting Policies

Revenue Recognition, page 33

    2.

    With a view toward future disclosure, please clarify whether you have multiple
element arrangements. If so, expand your disclosures 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 appropriate, please also discuss how you have
established fair value for each of your elements. Please refer to ASC Topic 605-25.

    We do not have multiple element arrangements, other than providing limited, twelve-month
support at no additional cost for certain systems that we sell. The value of the support
services for the systems sold in fiscal 2011 is immaterial, less than $100,000. This value
is determined by the amount we routinely charge for twelve-month support contracts. Our
costs to provide these support services are de-minimus. On-going support activities are
provided pursuant to separate and distinct service contracts or on an ad hoc basis. Revenue
from service contracts is recognized over the term of the contract. Revenue from ad hoc
services is recognized as those services are performed. Revenue from support activities has
not been material to date; however, should they become more significant we will revise
disclosures in future periods to clarify the nature of these activities and the accounting
for them. Such disclosures would include the following:

    “We provide on-going support services pursuant to support contracts that generally have a
term of 12 months. We recognize revenue from these contracts over the term of the contract.
In some cases we will provide support services on a time and material basis. Revenue from
these arrangements is recognized as the services are provided. For certain new systems that
we sell, we will provide support services for up to 12 months at no additional charge. Any
amounts attributable to these support obligations are immaterial.”

Long-Lived Assets, page 33

    3.

    We note that demand for your lease-pool assets has declined in the periods
presented. In future filings, please expand your disclosures 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 analysis during any of the periods
presented.

    In future filings, we will revise the disclosures regarding Seismic Equipment Lease Pool in
Note 1 to our Consolidated Financial Statements as follows:

    “The Company annually assesses its seismic equipment lease pool for potential impairment.
This analysis compares the estimated future undiscounted cash flows to be generated by these
assets to the
carrying value of the seismic equipment lease pool. Such analysis indicated that no
impairment was required during fiscal [2011], 2010 or 2009. Additionally, the Company
assesses the need for

MITCHAM INDUSTRIES INC.

P.O. Box 1175 Huntsville, Texas 77342-1175 USA

HUNTSVILLE: +1 936.291.2277 HOUSTON: +1
281.353.4475 FAX: +1 936.295.1922 EMAIL: sales@mitchamindustries.com

www.mitchamindustries.com

    impairment of its seismic equipment lease pool upon changes in circumstances which might
indicate the carrying value of the assets is not recoverable. Such changes in circumstances
might include a material decline in the demand for and cash flow generated by the equipment
or technological advances that renders a portion of the equipment obsolete. See Part 1 —
Item 1A — Risk Factors.”

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 reporting units are and how you determined them
and to the extent that any of your reporting units have estimated fair values that are
not substantially in excess of the carrying value and to the extent that goodwill for these
reporting units, in the aggregate or individually, if impaired, could materially impact
your operating results or total shareholders’ equity, 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 assumptions in your income approach that
materially deviates from your historical results, 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 disclose this determination in future
filings.

    Please refer to Item 303 of Regulation S-K.

As disclosed on page 34, all of our goodwill relates to our Seamap segment. We have determined
that the Seamap segment is the reporting unit. While the Seamap segment operates through two
legal entities, all operations of the segment are homogenous and are managed and reviewed on a
combined basis. We acquired both of the legal entities in the same transaction which gave rise
to our goodwill. As of January 31, 2010, the date of the most recent step-one test, the
estimated fair value of this reporting unit exceeded its carrying value by approximately 54%.
In future filings we will revise the disclosure regarding goodwill and other intangible assets
as follows:

“Goodwill and Other Intangible Assets

We carry our amortizable intangible assets at cost, net of accumulated amortization.
Amortization is computed on a straight-line method over the estimated life of the asset.
Currently, proprietary rights are amortized over a 12.5 to 15-year period, while
covenants-not-to-compete are amortized over a three-year period. The basis for the proprietary
right lives are generally based upon the results of valuation reports commissioned from third
parties. Covenants-not-to-compete are amortized over the term of the

MITCHAM INDUSTRIES INC.

P.O. Box 1175 Huntsville, Texas 77342-1175 USA

HUNTSVILLE: +1 936.291.2277 HOUSTON: +1
281.353.4475 FAX: +1 936.295.1922 EMAIL: sales@mitchamindustries.com

www.mitchamindustries.com

contract. Goodwill is not subject to systematic amortization, but rather is tested
for impairment annually.

     Under ASC 350, Intangibles-Goodwill and Other, we perform an impairment test on goodwill
and other intangibles on an annual basis and at any time circumstances indicate that an
impairment may have occurred. Impairment testing compares the carrying amount of the goodwill
and other intangible assets with their fair value. When the carrying value of the goodwill and
other intangible assets exceeds its fair value, an impairment charge is recorded.

     All of our goodwill and other intangible assets relate to our Seamap segment and we
have determined that our Seamap segment is the reporting unit for purposes of impairment
testing. Accordingly, we estimate fair value based upon estimated discounted cash flows
of that segment. As of January 31, 2010, goodwill amounted to $[   ]. The estimated fair value
of the reporting unit exceeded its carrying value by approximately [   ]%.

     In performing the analysis of discounted cash flows, we projected cash flow from the
Seamap segment for the next four fiscal years. To determine the value of cash flows beyond the
fourth year, we applied a terminal value which is expressed as a multiple of the fourth year’s
cash flow. These cash flow streams are then discounted using our estimated cost of capital.
The key variables utilized in this analysis are (i) the level of projected cash flows,
including the growth rate for the cash flows, (ii) the terminal value applied to the estimated
cash flows and (iii) our cost of capital. The sensitivity of the estimated fair value to
changes in these assumptions is indicated in the following table:

    Variable

    Decrease in Fair Value

    10% decrease in projected annual cash flow

    $
    [2.7] million

    33% decrease in terminal value applied to the
estimated fourth year cash flow

    $
    [2.9] million

    100 basis point increase in cost of capital

    $
    [710,000]

     These changes in assumptions, individually and in the aggregate, would not have
altered our conclusion that there was no impairment of our goodwill and other intangible assets
as of January 31, 2010. The level of projected cash flows used in this analysis is
consistent with historical results. However, any developments or circumstances that would
adversely impact the results of our Seamap segment could have a negative effect on the
estimated fair value. Such developments could include a material decline in the demand for
marine seismic equipment or other risk factors affecting our Seamap segment. See Part 1- Item
1A- Risk Factors.”

Notes to the Consolidated Financial Statements

11. Income Taxes, page F-15

    5.

    We note your disclosure on page F-16 indicating 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 revenues have decreased significantly. Please explain to us
and inclu