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THE EXPLORATION EQUIPMENT SUPPLIER TM

March 23, 2006

VIA EDGAR AND FACSIMILE

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    Re:

    Mitcham Industries, Inc.

    Form 10-K for the fiscal year ended January 31, 2005

    Form 10-Q for the quarter ended October 31, 2005

    File No. 0-25142

Dear Mr. Cash:

     On February 28, 2006, 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 Form 10-K for the fiscal year ended January 31,
2005 (the “2005 Form 10-K”) and Form 10-Q for the quarter ended October 31, 2005 (the
“Form 10-Q”).

     With
respect to the comments, for the reasons stated in the Company’s
response letter dated January 31, 2006, the Company
believes that any revised or supplemental disclosure would not be material to the Company’s overall
historical disclosure. Accordingly, the Company respectfully requests that the Staff permit the
Company to address any of these revised or supplemental disclosures in its Annual Report on Form
10-K for the year ended January 31, 2006 (the “2006 Form 10-K”), rather than amending or
supplementing the disclosure in the 2005 Form 10-K or the Form 10-Q.

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

Page 2 of 12

Form 10-K for the fiscal year ended January 31, 2005

Lease pool equipment and new equipment sales

1. We note your responses to prior comments one, seven, eight and nine with regard to your
accounting and disclosures surrounding your lease pool equipment and new equipment sales and
have the following concerns.

    •

    You indicate that you have not historically differentiated equipment sales as new
equipment versus used equipment. Demonstrate how you are able to appropriately
classify the cash receipts from the sale of used lease pool equipment within your
Statements of Cash Flows. In this regard, we believe that the cash receipts from the
sale of used lease pool equipment should be consistently classified and presented with
the related cash payments for the purchase of such equipment. Given your response to
prior comment two that your primary source of revenues is derived from short-term
leasing of equipment and given the fact that you have reflected the purchases of
seismic equipment held for lease within financing activities, tell us why you have not
presented the cash receipts from the sale of used lease pool equipment within
financing activities. Refer to paragraphs 16c and 24 of SFAS 95.

    Response: The Company has not historically differentiated cash receipts from the sale
of lease pool equipment from cash receipts from the sale of new and used equipment.
Beginning with the 2006 Form 10-K, we will classify cash received from the sale of used
lease pool equipment as an investing activity in the statement of cash flows for all
periods presented. We assume your reference to “financing activities” in the last
sentence of your comment was intended to be “investing activities.”

    •

    You indicate in your response to prior comment seven that your cash flow caption
“Net book value of equipment sold” should be “Net book value of lease pool equipment
sold”. However, it is still unclear to us what this line item represents. Is this line
item actually the net book value of your lease pool equipment? If so, why is it
reflected within cash flows from operating activity and why does it not agree to your
cost of equipment sales in your consolidated statements of operations?

    Response: The cash flow statement for all periods presented will be modified to remove
this caption and to reflect the gross profit from the sale of lease pool equipment as a
reduction of income from operations and the cash receipts from the sale of lease pool
equipment as investing activities.

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

Page 3 of 12

    •

    Demonstrate how you have appropriately reflected your cash receipts and cash
payments related to your new equipment sales within your Statements of Cash Flows
pursuant to paragraphs 21, 22a and 23a of SFAS 95. In this regard, we note that in
your response to prior comment one you indicate that it would take an extraordinary
amount of time and resources to review the information within your fixes [sic] asset
ledger for lease pool equipment to attempt to isolate the sales of new equipment from
those of used equipment.

    Response: The Company reflects cash payments for purchases of new and used equipment
and cash receipts from the sales of new and used equipment that were acquired for
resale, including receipts and payments under short-term financing agreements, in cash
flows from operating activities in accordance with the paragraphs 22a and 23a of SFAS
95. Please note that the Company does not include new equipment acquired for resale in
its lease pool.

    •

    We note your response to prior comment eight that you only buy equipment for resale
for specific customer orders. Tell us why, then, you include new equipment purchases
that have been purchased for resale for specific customer orders within your fixed
asset ledger for lease pool equipment. Given the fact that you do not appear to have
historically maintained inventory and cost of sales information for new equipment
sales, help us to understand how you were able to conclude as you did in your response
to prior comment eight that you did not have new equipment on hand at any balance
sheet date primarily because you sell everything FOB shipping point and sales of new
equipment are sporadic.

    Response: We do not include new equipment acquired for resale in our lease pool. Our
prior response to comment 1 pertained to the difficulty of separating new and used
equipment sales from equipment sales from our lease pool and was not intended to
suggest equipment acquired for resale is included in the lease pool. As previously
stated, new equipment, and occasionally used equipment acquired for resale is purchased
to fulfill a specific customer order. However, with respect to such purchases of new
equipment for resale, we have not held such equipment at a balance sheet date and
therefore, no such equipment has been reflected on our balance sheet. As sales of new
and/or used equipment are sporadic and are sold FOB shipping point, the probabilities
of the Company having new equipment held for resale in inventory at a given quarter end
are low.

    •

    You indicate in your response to prior comment nine that you do not take title to
equipment on consignment. Tell us the amount of equipment on hand of third parties for
which you have not taken title as of each balance sheet date as well as the amount of
gross and net consignment sales

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

Page 4 of 12

    recognized during each period presented. Tell us how you track and differentiate for
reporting purposes inventory held by you on consignment versus inventory purchased by
you for resale to your customers. Clarify what commitments you have as a consignee of
this inventory.

    Response: The Company had no consignment sales during the periods covered in the 2005
Form 10-K.

    Occasionally a customer will ask us to assist them in selling certain of their
equipment. If we agree, then we will attempt to find a buyer for the equipment. We do
not take title to the equipment to be sold. Any equipment requiring any transfer of
title is handled between the seller and the buyer. Additionally, we do not record
equipment held for consignment sale in our financial records. Usually the purchase
price is not fixed, but rather the seller establishes a minimum price that they are
willing to accept for the equipment. When the equipment is sold, the buyer will pay
Mitcham directly and Mitcham in turn pays the seller the minimum price. The difference
between the amount received from the buyer and the amount paid to the seller is
recognized by Mitcham as commission income at the time we finalize the sale and are
entitled to receive the commission from the seller. If the equipment to be sold is
physically delivered to us, then we physically separate that equipment from our lease
pool equipment. Consignment sales are on a “best efforts” basis and we are under no
obligation to buy or sell the equipment. Note that equipment sales on behalf of
customers are infrequent and immaterial.

    •

    You discuss the appropriateness of gross revenue reporting in your response to
prior comment nine. We assume that this analysis relates to your SAP equipment sales
and not your sales you make as a consignee. Please clarify and separately assess the
appropriateness of your revenue presentation of consignment sales.

    Response: The appropriateness for gross revenue reporting in our prior response is
related to SAP equipment sales and not to consignment sales. See the above response
regarding our revenue recognition relating to consignment sales.

Management’s Discussion and Analysis — Liquidity, page 15

2. Your response to prior comment four indicates that the increase in your cash flows from
operations was principally impacted by the increased demand for your equipment (e.g. income
from operations). We note however that there were also significant changes in working capital
accounts that you should also fully discuss in order to provide a comprehensive discussion of
your cash flows from operating activities for each period presented.

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

Page 5 of 12

     Response: Our principal sources of cash have been cash flows from our short-term leasing
operations. During fiscal 2005 and 2006, our cash flows from operating activities were affected
by several significant factors. The principal factor was a marked increase in oil and gas
exploration and development activities. Increases in the price of oil and natural gas, combined
with the maturation of the world’s hydrocarbon producing basins, have improved market
conditions and have increased demand for our equipment.

    Our working capital significantly increased due primarily to the increase in cash and cash
equivalents as a result of an increase in revenues while receivables remained relatively flat.
Additionally, capital expenditures for equipment purchases were lower thus allowing us to
retain a higher level of cash. Current maturities of long-term debt and equipment notes payable
reflected substantial decreases because of payment on these obligations.

    Although we believe these factors are inherent in the Company’s discussion of its results of
operations, the Company will expand its discussion regarding changes in working capital
accounts and will address the foregoing and any other reasons for changes in cash flows from
operations in its 2006 Form 10-K.

Note I — Organization and Summary of Significant Accounting Policies — Seismic Equipment
Lease Pool, page F-8

3. We reviewed your response to our prior comment 11 and have the following additional
comments.

    •

    You disclosed in Management’s Discussion and Analysis that depreciation expense had
decreased significantly during the past three fiscal years because certain equipment
had reached the end of its depreciable life coupled with sales of assets with
remaining depreciable life. Based on your response, it is unclear to us how you were
able to provide these bases for the decrease in depreciation expense. Specifically,
how do you know that depreciation decreased because certain equipment had reached the
end of its depreciable life, if, as you indicate in your response, you are unable to
identify and disclose the cost basis of the seismic equipment pool that has been fully
depreciated? How do you know when fully depreciated equipment is still generating
lease revenue and thus positively impacting your results of operations? In addition,
how were you able to represent that you sold equipment with remaining depreciable
life? How do you identify the net book value of the used leased equipment sold if your
revenue system is not integrated with your fixed asset system?

    Response: We are able to determine that depreciation expense has decreased as of the
end of a reporting period as certain groups of equipment reach the end of their
depreciable lives. We are able to determine that a group of

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

Page 6 of 12

    equipment has reached the end of its depreciable life based on the time that elapsed
since the equipment was first used. For example, when we purchase geophones in a given
year, we know from historical experience that they have a three-year depreciable life.
When the three-year period has passed, we know that the group of geophones has reached
the end of its depreciable life. The same analysis applies to other types of equipment
with variable depreciation lives, such as channel boxes, which have a five-year
depreciable life. When we purchase geophones or any other equipment, we purchase large
quantities (totaling several thousands units) of any given item at one time. Our
purchases of equipment are generally sporadic and we generally do not purchase the same
equipment every year. As a result, we are able to determine when large groups of
equipment have become fully depreciated.

    To further clarify, historically we have generally tracked asset sales by assigning a
“book number” to a “lot” of equipment. The “lot” could represent several thousand units
of equipment. Certain types of equipment had individual serial numbers assigned to each
unit; however, we did not have the ability to track the serial numbers for individual
items of equipment in our system. During the time that we own and lease the equipment,
all or a portion of it may be transferred to one of our subsidiary companies, and that
subsidiary would then assign a new book number to the equipment that they received.
Additionally, each time the same equipment was transferred to another of Mitcham’s
subsidiaries, that item of equipment was given a new book number. The end result was
that an item of equipment could be assigned multiple book numbers. Each successive book
number bore no relationship to any previous book number that had been assigned. The
original acquisition date was the key component by which we could track an individual
asset. Once the asset was located, then the original cost and accumulated depreciation
could be ascertained. But as the number of book numbers for our assets multiplied, the
process of locating a particular asset became increasingly difficult. In addition,
determining net book value for assets sold was very time consuming due to our systems
limitations. We have, however, recently installed new software that allows us to more
easily track individual assets, but only from the software installation date forward.

    We also believe that we need to clarify our previous response to item 11. When we
stated that “[t]he Company is unable to disclose the cost basis of the seismic
equ