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RESPONSE LETTER - FOIA Confidential Treatment Requested To 17 C.F.R. 200.83

 FOIA Confidential Treatment Requested Pursuant To 17 C.F.R §200.83

By Mitcham Industries, Inc.

 December 24, 2015

 Pamela
Long

 Assistant Director

 Office of Manufacturing and
Construction

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3561

Re:
Mitcham Industries, Inc.

 Registration Statement on Form S-1

Filed November 23, 2015

File No. 333-208177

Form 10-K for Fiscal Year Ended January 31, 2015

Filed April 8, 2015

File No. 000-25142

 Ladies and Gentlemen:

 Set forth below are the responses of Mitcham Industries, Inc. (the “Company,” “we,”
“us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated December 17, 2015, with respect to the Registration Statement on Form S-1, File No. 333-208177, filed with the Commission on November 23, 2015 (the “Registration
Statement”), and the Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2015, File No. 000-25142, filed with the Commission on April 8, 2015 (the “Form 10-K”).

Concurrently with the submission of this letter, we are filing through EDGAR Amendment No. 1 to the Registration Statement
(“Amendment No. 1”).

 For your convenience, each response is prefaced by the exact text of the Staff’s
corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified.

For reasons of the business confidentiality of information contained herein, this letter is accompanied by a request for confidential
treatment for selected portions of this letter pursuant to Rule 83 of the SEC’s Rules on Information and Requests, 17 C.F.R. § 200.83. Mitcham Industries, Inc. has sent a copy of the confidential treatment request to the Office of
Freedom of Information and Privacy Act Operations. Accordingly, certain portions of this letter as submitted via EDGAR have been omitted and submitted separately to the SEC, and such omitted information has been replaced in this letter as submitted
via EDGAR with a placeholder identified by the mark “[*].” For the Staff’s reference, the omitted portions for which Mitcham Industries, Inc. is requesting confidential treatment are highlighted in the paper submission for ease of
identification.

 Securities and Exchange Commission

December 24, 2015

  Page
 2

 General

1.
Please revise your prospectus to include the United States Securities and Exchange Commission’s position on indemnification for Securities Act liabilities. See Item 12A. of Form S-1 and
Item 510 of Regulation S-K.

 RESPONSE: We acknowledge the Staff’s comment and respectfully submit
that no such disclosure is necessary pursuant to Item 510 of Regulation S-K because acceleration of the effective date of the Registration Statement will be requested in connection with the offering. Accordingly, we have furnished the
undertaking required by Item 17 of Form S-1 and paragraph (h) of Item 512 of Regulation S-K.

2.
Please tell us how you plan to account for the newly issued Series A Cumulative Redeemable Preferred Stock.

RESPONSE: We acknowledge the Staff’s comment and advise the Staff that, in accordance with ASC 480-10-25, the Series A Cumulative
Redeemable Preferred Stock will be accounted for as equity as the issuance does not embody an obligation to the Company. The factors considered in determining this accounting treatment include the optional redemption and conversion features of the
issuance. The Series A Cumulative Redeemable Preferred Stock will be redeemable at the Company’s option at a later date to be determined or upon the occurrence of a Change of Control (as defined in the Registration Statement). The
issuance’s conversion feature provides that, upon the occurrence of a Change of Control and subject to certain limitations, each holder of Series A Preferred Stock will have the right to convert some or all of their Series A Preferred
Stock into a number of shares of the Company’s common stock. The ability for each holder of Series A Preferred Stock to convert these preferred shares into shares of the Company’s common stock only arises in the context of a change of
control. Since the monetary value of these shares will be based on the fair value of the common shares at the time of conversion, the holders of the preferred shares are exposed to similar risks and benefits to that of the common shareholders.
Accordingly, the Company believes that the preferred stock does not require liability classification under the criteria for obligations to issue a variable number of shares under ASC 480-10-25.

Since the Series A preferred stock (1) are not mandatorily redeemable, (2) do not contain any conditional or unconditional
obligations for the Company to repurchase its equity shares (and are not indexed to such an obligation) or require or may require the Company to settle the obligation by transferring assets and (3) do not embody any conditional or unconditional
obligations that the Company must or may settle by issuing a variable number of its equity shares, the Company concluded that the Series A preferred stock do not fall within the scope of ASC 480 and should therefore be classified as equity
instruments. In addition, due to the limitation on the number of shares into which the preferred stock may be converted, the conversion feature does not constitute a derivative, which should be bifurcated from the host contract.

Table of Contents, page i

3.
Please remove the disclosure in the paragraph below the table of contents that advises investors that information is accurate only as of the date of the prospectus regardless of the time of any sale of the stock.
This statement may suggest to investors that you are not responsible for omissions of material facts necessary to make your statements not misleading at the time of sale or contract of sale.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to remove the statement advising
investors that information is accurate only as of the date of the prospectus regardless of the time of any sale of the stock. Please see page i of Amendment No. 1.

Prospectus Cover Page

4.
Please disclose the number of shares to be offered in your next amendment. Please refer to Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.

 Securities and Exchange Commission

December 24, 2015

  Page
 3

 RESPONSE: We acknowledge the Staff’s comment and will disclose the number of
shares to be offered in a subsequent amendment to the Registration Statement prior to any distribution of the prospectus.

 Equipment Leasing, page 1

5.
Your disclosure indicates that you have a number of pieces of equipment which make up your lease pool; and we further note that on your quarterly conference call held on December 9, 2015 that you idle
equipment which is not leased. Please revise your filing to provide the percentage of your equipment which is utilized at the end of the periods presented.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to provide an estimate of the percentage
of seismic recording land channels utilized at October 31, 2015, January 31, 2015 and January 31, 2014, which were 10.7%, 14.3% and 28.1%, respectively. Recording channels make up the majority of our seismic equipment and we
believe these percentages represent a reasonable estimate for the percentage of our lease pool equipment being utilized at the end of these periods. Information necessary to estimate utilization percentages at January 31,
2013, January 31, 2012 and January 31, 2011 is not available. Please see pages 1 and 2 of Amendment No. 1.

 Summary Historical
Financial Data, page 10

 Selected Historical Financial Data, page 23

6.
Please revise your tables to provide updated financial information as of, and for, the interim period ended October 31, 2015.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to provide updated financial information
as of, and for, the interim period ended October 31, 2015. Please see pages 10, 11, 12, 23 and 24 of Amendment No. 1.

 Underwriting, page
42

7.
We note your disclosure that the Co-Chief Executive Officer of Ladenburg Thalmann & Co. Inc. is the Chairman of the Board of Directors of Mitcham Industries, Inc. Please revise your prospectus to include
similar disclosure under a heading titled, “Certain Relationships and Related Transactions, and Director Independence”. See Item 404 of Regulation S-K.

RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to include a discussion of our
Chairman’s position as Co-Chief Executive Officer of Ladenburg Thalmann & Co. Inc. under a heading titled, “Certain Relationships and Related Transactions, and Director Independence.” Please see page 25 of Amendment
No. 1.

 Securities and Exchange Commission

December 24, 2015

  Page
 4

 Lock-up Agreements, page 43

8.
We note your disclosure regarding a lock-up agreement. Please file such agreement as an exhibit with your next amendment. See Item 601(b)(10) of Regulation S-K.

 RESPONSE: We acknowledge the Staff’s comment and note that the form of lock-up agreement will be
included as an exhibit to the form of underwriting agreement, which will be filed in a subsequent amendment to the Registration Statement.

Item 17. Undertakings, page II-6

9.
We note that your registration statement incorporates by reference your most recent annual report on Form 10-K. Please revise your registration statement to include the undertaking required by Item 512(e) of
Regulation S-K.

 RESPONSE: We acknowledge the Staff’s comment and respectfully submit that no such
disclosure is necessary because the Registration Statement does not specifically incorporate by reference (other than by indirect incorporation by reference through a Form 10-K report) in the prospectus all or any part of the annual report to
security holders meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act.

 Form 10-K for the year ended January 31, 2015

 Item 1. Business, page 2

Intellectual Property, page 9

10.
We note that the products designed, manufactured and sold by your Seamap segment utilize significant intellectual property that you have developed or have licensed from others and that in connection with the
acquisition of the Digishot and Sleeve Gun product lines, you acquired certain United States and foreign patents related to energy source controllers and other technology. In future filings, please discuss the importance, duration and effect of all
such intellectual property.

 RESPONSE: We acknowledge the Staff’s comment. In future filings, we will
provide the above noted disclosure as appropriate. For example, in the Company’s Annual Report on Form 10-K for the period ended January 31, 2016, we intend to make supplemental disclosures substantially similar to the following:

These intellectual property rights will allow us to incorporate certain design features and new functionality in future versions of our
GunLink product line. We believe the pertinent patents to have a valid term through at least 2023.

 Securities and Exchange Commission

December 24, 2015

  Page
 5

 Critical Accounting Policies, page 42

Long-Lived Assets, page 43

11.
We note your disclosure that due to the recent lower level of oil prices, the general slowdown in seismic exploration projects will continue at least through your fiscal year ending January 31, 2016, and that
despite the recent decline in the overall business environment, there was no indication of potential impairment of your long-lived assets. To the extent that any of your long-lived assets or asset groups have estimated fair values that are not
substantially in excess of the carrying values and to the extent that the asset amount, in the aggregate or individually, could materially impact your operating results or total shareholders’ equity, please provide the following information to
us and enhance future periodic disclosures to address these items:

•

The percentage by which fair value exceeds the carrying value;

•

A description of the assumptions that drive the estimate fair value;

•

A discussion of the uncertainty associated with the key assumptions. For example, to the extent that you have included assumptions in your discounted cash flow model that materially deviates from
your historical results, please include a discussion of these assumptions. If you determined that the estimated fair value substantially exceeds the carrying value for all of your long-lived assets or asset groups, please disclose this
determination. Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting Policies for guidance.

RESPONSE: We acknowledge the Staff’s comment. We believe the estimated fair value of our long-lived assets is substantially in
excess of their carrying values. With respect to our lease pool equipment, we obtained an independent appraisal of the fair market value of this equipment at January 31, 2015 and also analyzed undiscounted cash flows generated by these assets.
With respect to our intangible assets that are subject to amortization, we reviewed these assets for impairment at January 31, 2015 in accordance with ASC 360-10 and determined that, notwithstanding the current cyclical downturn in the seismic
market, there have not been events or changes in circumstances that indicated these assets were not recoverable. Please refer to Exhibit A, which was prepared in March 2015, in support of our assessment of intangible assets for the year ended
January 31, 2015.

 In future filings, we will provide the above noted disclosures if it is determined that any of our long-lived
assets or asset groups have estimated fair values that are not substantially in excess of the carrying values and the asset amounts, in the aggregate or individually, could materially impact our operating results or total shareholders’ equity.
If we determine that the estimated fair value substantially exceeds the carrying value for all of our long-lived assets or asset groups, we will so disclose this determination in future filings.

 Securities and Exchange Commission

December 24, 2015

  Page
 6

 Goodwill, page 44

12.
Please tell us and revise your future periodic filings to disclose whether the estimated fair values of your reporting units substantially exceed their book values. If they do not, please tell us and revise future
filings to disclose the percentage by which estimated fair value exceeds book value for each reporting unit.

RESPONSE: We acknowledge the Staff’s comment and note that all of our goodwill relates to our Seamap unit and the estimated
fair values of our Seamap unit substantially exceeds its book values. We reviewed these assets for impairment at January 31, 2015 in accordance with ASU 2011-8 and determined that, notwithstanding the current cyclical downturn in the seismic
market, it is more likely than not that the fair value of the reporting unit was greater than the carrying value. Please refer to Exhibit B, which was prepared in March 2015, in support of our assessment of goodwill for the year ended
January 31, 2015.

 In future filings, we will provide the above noted disclosures as appropriate. For example, in the
company’s Annual Report on Form 10-K for the period ended January 31, 2016, we intend to make supplemental disclosures substantially similar to the following under the heading Critical Accounting Policies - Goodwill:

As of January 31, 2016 the estimated fair value of our Seamap segment substantially exceeded its carrying value. The estimate of fair
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