SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Robert Capps
Chief Executive Officer
MIND TECHNOLOGY, INC
2002 Timberloch Place
Suite 550
The Woodlands, Texas 77380

 Re: MIND TECHNOLOGY, INC
 Registration Statement on Form S-3
 Filed April 25, 2025
 File No. 333-286763
Dear Robert Capps:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 mind20250429_corresp.htm

 April 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Erin Donahue

 Re:

 MIND Technology, Inc.
 Registration Statement on Form S-3 (File No. 333-286763)
 Request for Acceleration

 Dear Ms. Donahue:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MIND Technology, Inc. (the “ Company ”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-286763) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern time on May 1, 2025, or as soon as practicable thereafter.

 Please contact Paul Monsour of Holland & Knight LLP, counsel to the Company, at (713) 653-8741 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 /s/ Robert P. Capps

 Name:
 Robert P. Capps

 Title:
 President and Chief Executive Officer

 cc:

 Tim Samson, Holland & Knight LLP
 Paul Monsour, Holland & Knight LLP

 2002 Timberloch Place, Suite 550, The Woodlands, Texas 77380
Telephone: (281) 353-4475 ● www.mind-technology.com
NASDAQ: MIND

CORRESP
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CORRESP

 Ladenburg Thalmann & Co. Inc.

640 5th Ave, 4th Floor

New York, NY 10019

 November 4, 2021

VIA EDGAR

 Ms. Erin Donahue

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E., Mail Stop 4628

Washington, D.C. 20549-4628

Re:
 Acceleration Request of MIND Technology, Inc.

 Registration Statement on
Form S-1 (File No. 333-260486)

 Dear
Ms. Donahue:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of MIND Technology, Inc. for acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00 p.m., Eastern time, on November 8,
2021, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that the underwriters have distributed
as many copies of the Preliminary Prospectus, dated November 4, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned, as underwriter, has and will, comply with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

 If you have any questions regarding this request, please call Philip Haines of Hunton
Andrews Kurth LLP at (713) 220-4329.

Very truly yours,

LADENBURG THALMANN & CO. INC.

By:

 /s/ Steve Kaplan

Name: Steve Kaplan

Title: Head of Capital Markets

cc:
 Jeffrey Caliva, Vice President, Investment Banking at Ladenburg Thalmann & Co. Inc. and Philip Haines,
Hunton Andrews Kurth LLP

CORRESP
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CORRESP

 MIND Technology, Inc.

2002 Timberloch Place, Suite 400

 The Woodlands, Texas 77380

November 4, 2021

 VIA
EDGAR

 Ms. Erin Donahue

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E., Mail Stop 4628

 Washington, D.C. 20549-4628

Re:
 MIND Technology, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-260486

Dear Ms. Donahue:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), MIND Technology, Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced registration statement (the
“Registration Statement”) to 4:00 p.m., Eastern time, on November 8, 2021, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Holland & Knight LLP, by calling Amy Curtis at (214) 969-1763.

Please contact Amy Curtis of Holland & Knight, special counsel to the Company, by email at Amy.Curtis@hklaw.com or by phone at (214) 969-1763 if you have any other questions or concerns regarding this matter.

 [Signature Page
Follows]

Sincerely,

MIND TECHNOLOGY, INC.

 /s/ ROBERT P. CAPPS

Name: Robert P. Capps

Title: President and Chief Executive Officer

 Signature Page to Acceleration Request Letter

United States securities and exchange commission logo
October 29, 2021
Robert P. Capps
President and Chief Executive Officer
MIND Technology, Inc.
2002 Timberloch Place, Suite 400
The Woodlands, Texas 77380
Re:MIND Technology, Inc.
Form S-1
Filed October 25, 2021
File No. 333-260486
Dear Mr. Capps:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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CORRESP

 October 1, 2019

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F. St., N.E.

 Washington, D.C. 20549

Attention:
 Jennifer López

 Staff Attorney

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form
S-3

 (File No. 333-233984) of Mitcham Industries, Inc. (the
“Company”)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Company, we hereby request that the
effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Thursday, October 3, 2019, at 3:30 p.m., Eastern
Time, or as soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

 The Company hereby acknowledges
that the disclosure in the Registration Statement is the responsibility of the Company. The Company hereby further acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the
Division of Corporation Finance (the “Staff”) of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect
to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

 Very truly yours,

MITCHAM INDUSTRIES, INC.

By:

/s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer

cc:
 Gillian A. Hobson (Vinson & Elkins L.L.P.)

October 1, 2019
Robert P. Capps
Co-Chief Executive Officer
Mitcham Industries, Inc.
2002 Timberloch Place
Suite 400
The Woodlands, Texas 77380
Re:Mitcham Industries, Inc.
Registration Statement on Form S-3
Filed on September 27, 2019
File No. 333-233984
Dear Mr. Capps:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer López, Staff Attorney, at (202) 551-3792 with any questions.
Sincerely,
Division of Corporation Finance
CF Office of Trade & Services

CORRESP
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		Document

February 7, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. St., N.E.

Washington, D.C. 20549

Attention:     Pamela A. Long

       Assistant Director, Office of Manufacturing and Construction

Re:      Request for Acceleration of Effectiveness of Registration Statement on Form S-3

            (File No. 333-222278) of Mitcham Industries, Inc. (the “Company”)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Company, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Monday, February 12, 2018, at 3:30 p.m., Eastern Time, or as soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

The Company hereby acknowledges that the disclosure in the Registration Statement is the responsibility of the Company. The Company hereby further acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance (the “Staff”) of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

Very truly yours,

MITCHAM INDUSTRIES, INC.

By:    /s/ Robert P. Capps

Name:    Robert P. Capps

Title:

 Co-Chief Executive Officer, Executive Vice

               President and Chief Financial Officer

cc:    Gillian A. Hobson (Vinson & Elkins L.L.P.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

       December 27 , 2017

Via E-Mail
Mr. Robert P. Capps
Co-Chief Executive Officer and Chief Financial Officer
Mitcham Industries, Inc.
8141 AH 75 South
P.O. Box  1175
Huntsville, TX 77340

 Re: Mitcham Industries, Inc.
  Registration Statement on Form S -3
  Filed December 22, 2017
  File No. 333 -222278

Dear Mr. Capps :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absen ce of act ion by the staff.

 You may contact  Edward M. Kelly, Senior  Counsel,  at (202) 551 -3728  with any
questions .

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing and Construction

cc: Via E-Mail

Mr. Robert P. Capps
Mitcham Industries, Inc.
December 27 , 2017
Page 2

  Gillian A. Hobson, Esq.
 Vinson & Elkins L.L.P.
 1001 Fannin Street, Suite 2500
 Houston, TX 77002

CORRESP
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CORRESP

 September 7, 2016

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. St., N.E.

Washington, D.C. 20549

Attention:

Christopher Ronne

Staff Attorney

 Re:

 Request for Acceleration of Effectiveness of Registration Statement on Form S-3

(File No. 333-212949) of Mitcham Industries, Inc. (the “Company”)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Company, we hereby request that the
effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Friday, September 9, 2016, at 3:30 p.m., Eastern Time, or as
soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

 The Company hereby acknowledges that the
disclosure in the Registration Statement is the responsibility of the Company. The Company hereby further acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance (the “Staff”) of the Commission, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

Very truly yours,

MITCHAM INDUSTRIES INC.

By:

/s/ Robert P. Capps

Name:

Robert P. Capps

Title:

 Co-Chief Executive Officer and

 Chief
Financial Officer

cc:
Gillian A. Hobson (Vinson & Elkins L.L.P.)

CORRESP
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CORRESP

 June 1, 2016

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Pamela Long

Assistant Director

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-208177) of Mitcham Industries, Inc. (the “Company”)

Ladies and Gentlemen:

 As the sole underwriter
of the proposed offering of up to 320,000 shares of 9.00% Series A Cumulative Preferred Stock, par value $1.00 per share, in the Company (and up to an additional 48,000 shares upon exercise of an option), we hereby join the Company’s request
for acceleration of the above-referenced Registration Statement, requesting effectiveness on Thursday, June 2, 2016, at 3:30 p.m., Eastern Time, or as soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected
the following distribution of the Preliminary Prospectus included in the Registration Statement, dated May 31, 2016, through the date hereof:

Preliminary Prospectus dated May 31, 2016:

300 copies to prospective underwriters, institutional investors, dealers and others.

[The remainder of this page intentionally left blank]

LADENBURG THALMANN & CO. INC.

570 Lexington Ave, 12th Floor

 New
York, NY 10022

 Phone 212.409.2000 • Fax 212.409.2169

MEMBER: NYSE, NYSE MKT, FINRA, SIPC

 The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities
Exchange Act of 1934.

Very truly yours,

LADENBURG THALMANN & CO. INC.

By:

/s/ Steve Kaplan

Name: Steve Kaplan

Title: Head of Capital Markets

 LADENBURG THALMANN &
CO. INC.

 570 Lexington Ave, 12th Floor

New York, NY 10022

 Phone
212.409.2000 • Fax 212.409.2169

 MEMBER: NYSE, NYSE MKT, FINRA, SIPC

CORRESP
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CORRESP

 June 1, 2016

 VIA EDGAR

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F. St., N.E.

 Washington, D.C.
20549

Attention:
Pamela Long

Assistant Director

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-208177) of Mitcham Industries, Inc. (the “Company”)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, and on behalf of the Company, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such
Registration Statement will become effective on Thursday, June 2, 2016, at 3:30 p.m., Eastern Time, or as soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

The Company hereby acknowledges that the disclosure in the Registration Statement is the responsibility of the Company. The Company hereby
further acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance (the “Staff”) of the Commission, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is
required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

 Very truly yours,

MITCHAM INDUSTRIES INC.

By:

/s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer and Chief Financial Officer

cc:
Frank Pigott (Staff Attorney)

Gillian A. Hobson (Vinson & Elkins L.L.P.)

May 25, 2016
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.
Form 10 -K for Fiscal Year Ended January 31, 2016
Filed April 7, 2016
File No. 000-25142
Form 10 -K for Fiscal Year Ended January 31, 2015
Filed April 8, 2015
File No. 000 -25142

Dear Mr. Capps :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as  a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the fi lings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Pamela Long

Pamela Long
Assistant Director
Office of Manufacturing and
Construction

CORRESP
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CORRESP

 May 25, 2016

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Pamela Long

Assistant Director

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-1

(File No. 333-208177) of Mitcham Industries, Inc. (the “Company”)

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on May 23, 2016, in which we, as sole underwriter of the proposed
offering of up to 600,000 shares of 9.00% Series A Cumulative Preferred Stock, par value $1.00 per share, in the Company (and up to an additional 90,000 shares upon exercise of an option), joined the Company’s request for acceleration of the
effective date of the above-referenced Registration Statement for Wednesday, May 25, 2016, at 3:30 p.m., Eastern Time. The Company is no longer requesting that such Registration Statement be declared effective at this time, and we hereby
formally withdraw our request for acceleration of the effective date.

 The undersigned advise that they have complied and will continue to
comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

 Very truly yours,

 LADENBURG THALMANN & CO. INC.

By:

/s/ Steve Kaplan

Name:

Steve Kaplan

Title:

Head of Capital Markets

 LADENBURG THALMANN & CO. INC.

 570 Lexington Ave, 12th Floor

New York, NY 10022

 Phone
212.409.2000 • Fax 212.409.2169

 MEMBER: NYSE, NYSE MKT, FINRA, SIPC

CORRESP
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CORRESP

 May 25, 2016

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention:     Pamela Long

                     Assistant Director

 Re:

         Mitcham Industries, Inc.

         Registration Statement on Form S-1(File No.
333-208177)

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on May 23, 2016, in which we requested that the effectiveness of the
above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement would become effective on Wednesday, May 25, 2016, at 3:30 p.m., Eastern Time, or as soon thereafter as
practicable, pursuant to Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the
effective date.

 Please direct any questions that you have with respect to the foregoing to, or if any additional supplemental information
is required by the staff of the Division of Corporate Finance please contact, Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

Very truly yours,

MITCHAM INDUSTRIES INC.

By:

 /s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer and Chief Financial Officer

 cc:

         Frank Pigott (Staff Attorney)

         Gillian A. Hobson (Vinson & Elkins
L.L.P.)

CORRESP
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CORRESP

 May 23, 2016

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Pamela Long

Assistant Director

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-1

(File No. 333-208177) of Mitcham Industries, Inc. (the “Company”)

 Ladies and Gentlemen:

As the sole underwriter of the proposed offering of up to 600,000 shares of 9.00% Series A Cumulative Preferred Stock, par value $1.00 per
share, in the Company (and up to an additional 90,000 shares upon exercise of an option), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness on Wednesday, May 25,
2016, at 3:30 p.m., Eastern Time, or as soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the
following distribution of the Preliminary Prospectus included in the Registration Statement, dated May 20, 2016, through the date hereof:

Preliminary Prospectus dated May 20, 2016:

300 copies to prospective underwriters, institutional investors, dealers and others.

[The remainder of this page intentionally left blank.]

LADENBURG THALMANN & CO. INC.

570 Lexington Ave, 12th Floor

 New
York, NY 10022

 Phone 212.409.2000 • Fax 212.409.2169

MEMBER: NYSE, NYSE MKT, FINRA, SIPC

 The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange
Act of 1934.

 Very truly yours,

LADENBURG THALMANN & CO. INC.

By:

/s/ Steve Kaplan

Name:

Steve Kaplan

Title:

Head of Capital Markets

LADENBURG THALMANN & CO. INC.

570 Lexington Ave, 12th Floor

 New
York, NY 10022

 Phone 212.409.2000 • Fax 212.409.2169

MEMBER: NYSE, NYSE MKT, FINRA, SIPC

CORRESP
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CORRESP

 May 23, 2016

 VIA EDGAR

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F. St., N.E.

 Washington, D.C.
20549

Attention:
Pamela Long

Assistant Director

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-208177) of Mitcham Industries, Inc. (the “Company”)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, and on behalf of the Company, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such
Registration Statement will become effective on Wednesday, May 25, 2016, at 3:30 p.m., Eastern Time, or as soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

The Company hereby acknowledges that the disclosure in the Registration Statement is the responsibility of the Company. The Company hereby
further acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance (the “Staff”) of the Commission, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

 Very truly yours,

MITCHAM INDUSTRIES INC.

By:

/s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer and Chief Financial Officer

cc:
Frank Pigott (Staff Attorney)

Gillian A. Hobson (Vinson & Elkins L.L.P.)

CORRESP
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CORRESP

 May 20, 2016

 Pamela
Long

 Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

Re:
Mitcham Industries, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed May 18, 2016

File No. 333-208177

 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 May 19, 2016, with respect to Amendment No. 4 to Registration Statement on Form S-1, File No. 333-208177, filed with the Commission on May 18, 2016 (the
“Registration Statement”).

 Concurrently with the submission of this letter, we are filing through EDGAR Amendment
No. 5 to the Registration Statement (“Amendment No. 5”). For your convenience, we have also hand delivered five copies of this letter, as well as five copies of Amendment No. 5 marked to show all changes made
since the fourth amendment to the Registration Statement.

 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 the Amendment No. 4 to Registration Statement unless otherwise specified.

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.

 RESPONSE: We acknowledge the
Staff’s comment and have revised the Registration Statement to provide additional footnote disclosure quantifying the proceeds from this offering estimated in our presentation. Additionally, we have provided footnote disclosure to our
capitalization table indicating how we compute each “as adjusted” amount in the table. Please see page 23.

 Securities and Exchange Commission

May 20, 2016

 Page 2

2.
Additionally, please reconcile your disclosure in footnote (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 revise your filing as appropriate.

RESPONSE: We acknowledge the Staff’s comment and have revised page 23 of the Registration Statement to reflect that we had
borrowings of approximately $13.1 million as of May 12, 2016.

 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 incorporation 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 disclosure 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.

 RESPONSE: We acknowledge the Staff’s comment and have revised the Registration Statement to reflect
that the exercise of conversion rights will necessitate an increase in the number of authorized shares of the Company’s common stock. Additionally, we have added corresponding disclosure to the risk factor that deals with the risk associated
with a holder of preferred stock not being able to exercise its conversion rights. Please see pages 17 and 32.

*    *    *    *    *

 Securities and Exchange Commission

May 20, 2016

 Page 3

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

Very truly yours,

MITCHAM INDUSTRIES, INC.

By:

/s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer and Chief Financial Officer

 Enclosures

cc:
Frank Pigott (Staff Attorney)

Melinda Hooker (Staff Accountant)

Dale Welcome (Staff Accountant)

Gillian A. Hobson (Vinson & Elkins L.L.P.)

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.

CORRESP
1
filename1.htm

CORRESP

 May 13, 2016

 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.

Amendment No. 2 to Registration Statement on Form S-1

Filed April 22, 2016

File No. 333-208177

 Ladies and Gentlemen:

Set forth below is the response of Mitcham Industries, Inc. (the “Company”, “we,”
“us” or “our”) to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated May 10, 2016, with respect to Amendment No. 2 to Registration Statement on Form S-1, File No. 333-208177, filed with the Commission on April 22, 2016 (the
“Registration Statement”).

 Concurrently with the submission of this letter, we are filing through
EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”). For your convenience, we have also hand delivered five copies of this letter, as well as five copies of Amendment No. 3 marked to show
all changes made since the second amendment to the Registration Statement.

 For your convenience, our response is prefaced by the exact
text of the Staff’s comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 2 to the Registration Statement unless otherwise specified.

Summary Historical Financial Data, page 10

Selected Historical Financial Data, page 23

1.
We note your presentation of EBITDA includes an adjustment for impairment of intangible assets. Measures referred to as EBITDA should not exclude items other than interest, taxes, depreciation and amortization.
Please revise your presentation accordingly. Refer to Question 103.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. Please also revise your presentation of EBITDA in future Exchange Act filings.

 Securities and Exchange Commission

May 13, 2016

  Page
 2

 RESPONSE: We have revised the Registration Statement to exclude adjustments for
impairment of intangible assets in our presentation of EBITDA. Please see pages 11 and 12 of Amendment No. 3. In future Exchange Act filings, we will also revise our presentation of EBITDA accordingly.

*            *
 *            *            *

 Securities and Exchange Commission

May 13, 2016

  Page
 3

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

Very truly yours,

MITCHAM INDUSTRIES INC.

By:

 /s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer and Chief Financial Officer

 Enclosures

cc:
Frank Pigott (Staff Attorney)

Melinda Hooker (Staff Accountant)

Dale Welcome (Staff Accountant)

Gillian A. Hobson (Vinson & Elkins L.L.P.)

May 10 , 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. 2 to Registration Statement on Form S -1
Filed April 22, 2016
  File No. 333 -208177

Dear Mr. Capps :

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

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

Summary Historical Financial Data, page 10

Selected Historical Financial Data, page 23

1. We note your presentation of  EBITDA  includes an adjustment for  impairment  of
intangible assets.  Measures referred to as  EBITDA  should not exclude items other than
interest, taxes, depreciation and amortization.   Please revise  your presentation
accordingly.   Refer to Question 103.01 of the Compliance and Disclosure Interpretations
for Non -GAAP Financial Measures.   Please also revise your presentation of EBITDA in
future Exchange Act filings.

Robert P. Capps
Mitcham Industries, Inc.
May 10 , 201 6
Page 2

 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 S livka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

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

CORRESP
1
filename1.htm

CORRESP

 April 22, 2016

 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.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed December 24, 2015

File No. 333-208177

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

File No. 000-25142

Response dated January 12, 2016

File No. 0-00000

 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 January 22, 2016, with respect to Amendment No. 1 to Registration Statement on Form S-1, File No. 333-208177, filed with the Commission
on December 24, 2015 (the “Registration Statement”), 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”), and the Company’s response letter, dated January 12, 2016, to comments received from the Staff by letter dated January 7, 2016 (the “Response Letter”).

Concurrently with the submission of this letter, we are filing through EDGAR Amendment No. 2 to the Registration Statement
(“Amendment No. 2”). For your convenience, we have also hand delivered five copies of this letter, as well as five copies of Amendment No. 2 marked to show all changes made since the first amendment to the
Registration Statement.

 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 the Form 10-K unless otherwise specified.

 Securities and Exchange Commission

April 22, 2016

  Page
 2

 General

1.
We have read your response to prior comment one of our letter dated January 7, 2016. In future periodic filings, please provide disclosure to explain the factors that you considered when determining that your
redeemable preferred stock is non-redeemable and, as such, your determination that the stock should be classified as equity. Additionally, please tell us what consideration you have given to revising the name of this security since it is not
considered to be redeemable under the applicable authoritative guidance you cited in your response.

RESPONSE: We acknowledge the Staff’s comment. In future periodic filings, we will provide the above noted disclosure as
appropriate. For example, we included the following disclosure on page 43 of the Company’s Annual Report on Form 10-K for the period ended January 31, 2016:

We have filed with the SEC a registration statement pursuant to which we may offer for sale an undetermined amount of
preferred stock. Such preferred stock equity issuance, should the offering be completed, (i) would allow for redemption on at our option (even in the event of a change of control), (ii) would not be anticipated to grant holders with voting
control of our Board of Directors and (iii) would only provide holders with a conversion option (into common stock) upon a change of control which upon conversion would be subject to a limit on the maximum number of shares of common stock to be
issued.

 In response to the Staff’s comment and our determination that the stock should be classified as equity because it is not
considered to be redeemable under the applicable authoritative guidance, we have revised the name of the security from “Series A Cumulative Redeemable Preferred Stock” to “Series A Cumulative Preferred Stock.” Please see the
cover page of the prospectus included in Amendment No. 2.

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

Critical Accounting Policies, page 42

Income Taxes, page 44

2.
We read your response to prior comment two. In future periodic reports, please disclose the amount of income that must be generated to fully realize your net operating loss and tax credit carry forwards.

 RESPONSE: We acknowledge the Staff’s comment. In future periodic reports, we will provide the above
noted disclosure as appropriate. For example, we included the following disclosure on page 51 of the Company’s Annual Report on Form 10-K for the period ended January 31, 2016:

 Securities and Exchange Commission

April 22, 2016

  Page
 3

 The deferred tax asset in the United States relates primarily to net
operating loss carryovers. Although we do not have a history of such loss carryovers expiring without being utilized and the earliest expiration of a loss carryforward in 2025, we have a recent history of taxable losses in the United States and
future earnings in this jurisdiction are uncertain. In order to fully utilize the deferred tax assets in the United States we must generate taxable income of approximately $40.0 million.

*        *        *
 *        *

 Securities and Exchange Commission

April 22, 2016

  Page
 4

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

Very truly yours,

 Mitcham Industries, Inc.

By:

/s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer and Chief Financial Officer

 Enclosures

cc:
Frank Pigott (Staff Attorney)

 Gillian A. Hobson (Vinson & Elkins L.L.P.)

January 22, 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. 1 to Registration Statement on Form S -1
Filed December 24 , 2015
  File No. 333 -208177
  Form 10 -K for Fiscal Year Ended January 31, 2015
  File No. 000 -25142
  Response dated January 12, 2016
  File No. 0-00000

Dear Mr. Capps :

We have reviewed your response letter dated January 12, 2016  and have the following
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 7, 2016  letter.

General

1. We have read your  response to prior comment one of our letter dated January 7, 2016.  In
future periodic filings, please provide disclosure to explain the factors that you
considered when determining that your redeemable preferred stock is non -redeemable
and, as such, your  determination that the stock should be classified as equity.
Additionally, please tell us what consideration you have given to revising the name of
this security since it is not considered to be redeemable under the applicable authoritative
guidance you cited in your response.

Robert P. Capps
Mitcham Industries, Inc.
January 22, 201 6
Page 2

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

Critical Accounting Policies, page 42

Income Taxes, page 44

2. We read your response to prior comment two.  In future periodic reports, please disclose
the amount of income that  must be generated to fully realize your net operating loss and
tax credit carry forwards.

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
Offic e of Manufacturing and
Construction

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

CORRESP
1
filename1.htm

CORRESP

 January 12, 2016

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.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 24, 2015

File No. 333-208177

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

File No. 00025142

 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 January 7, 2016, with respect to Amendment No. 1 to Registration Statement on Form S-1, File No. 333-208177, filed with the Commission on December 24, 2015 (the
“Registration Statement”), and the Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2015, File No. 00025142, filed with the Commission on April 8, 2015 (the “Form 10-K”).

 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 the Form 10-K unless otherwise specified.

 General

1.
We have read your response to prior comment two of our letter dated December 17, 2015. Please further tell us what consideration you gave to classifying your redeemable preferred stock outside of permanent
equity. Please refer to ASC 480-10-S99.

RESPONSE:

 ASC 480-10-S99
defines “Non-Redeemable Preferred Stock” as any preferred stock that does not meet the criteria for classification as “Redeemable Preferred Stock.” “Redeemable Preferred Stock” is defined as any stock with the following
attributes:

(i)
The issuer undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates, whether by operation of a sinking fund or otherwise; or

(ii)
Is redeemable at the option of the holder; or

(iii)
Has conditions for redemption which are not solely within the control of the issuer.

 The
preferred stock is redeemable only at the option of the Company or upon events within the control of the Company, accordingly it does not meet the above definition of “Redeemable Preferred Stock” and therefore is “Non-Redeemable
Preferred Stock.” As such, it is appropriate to classify the

 Securities and Exchange Commission

January 12, 2016

  Page
 2

preferred stock within permanent equity as provided for in ASC 480-10-S99 (ASR 268.03). In determining
that redemption is solely within the control of the Company we noted the following factors and guidance per
ASC 480-10-S99-3A (paragraphs 5-11):

•

The terms of the preferred stock allow for redemption only at the option of the Company;

•

Holders of the preferred stock are not anticipated to have representation on the Company’s Board of Directors and therefore will not have voting control of the Board of Directors;

•

Upon a change of control, the holders of the preferred stock have a conversion option (into common stock), but no redemption option, and the conversion option is subject to a limit on the maximum number of shares of
common stock to be issued; and

•

The preferred stock has no other provisions which might allow holders to redeem at their option (such as registration obligations, covenants or earnings targets).

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

Critical Accounting Policies, page 42

 Income
Taxes, page 44

2.
We note your response to prior comment 13. Please provide to us the MII’s historical taxable income or loss for the last five fiscal years. Additionally, please tell us how much income MII will be required to
generate to fully realize its net operating loss and tax credit carryforwards.

 RESPONSE:

MII’s historical taxable income for the last five fiscal years is as follows:

 Fiscal year ended January 31,

 Taxable income (loss)

 2015

(2,898,000)

 2014

(5,146,000)

 2013

780,000

 2012

18,883,000

 2011

(1,527,000)

 Securities and Exchange Commission

January 12, 2016

  Page
 3

 Taxable income of approximately $20.4 million is required to fully utilize MII’s net
operating loss and tax credit carryforwards.

 Notes to the Consolidated Financial Statements

1. Organization and Summary of Significant Accounting Policies, page F-9

Change in Functional Currency, page F-12

3.
We note your response to prior comment 16. For each of MML, MEL, MHL, and the Colombia branch, please tell us the facts and circumstances of their respective economic environments that led to your determination to
change the functional currency at each subsidiary or branch from its local currency to the U.S. dollar, including providing us with a quantitative analysis of each of the economic factors in ASC 830-10-55-5 you considered in your determination;
including providing, at a minimum: the percentage of revenue, costs and expenses, total assets, and borrowings denominated in U.S. dollars for each of the last three fiscal years at each of the impacted subsidiaries and branch. Additionally, please
tell us the nature of the transactions your parent has with its subsidiaries and branch.

 RESPONSE: We acknowledge
the Staff’s comment and provide the facts and circumstance of the economic environments of MML, MEL, MHL and our Colombian branch at February 1, 2014, below.

MML

 MML was established in
fiscal 2012 and was capitalized via a contribution of certain lease pool equipment and existing rental contracts from MII through MML. These transactions were denominated in U.S. dollars. Its first full year of operations was fiscal 2013. Based upon
experience during fiscal 2013 and fiscal 2014, and discussions with existing and potential customers, it was determined that essentially all customer contracts could, and would, be denominated in U.S. dollars rather than local currency. Accordingly,
sales and cash inflow indicators were determined to be in U.S. dollars. Additions to MML’s lease pool subsequent to its initial capitalization had not been material and it was determined in late fiscal 2014 that essentially all incremental
purchases of equipment would be made from MII, due to MII relationships with suppliers, or MML’s equipment requirements would be satisfied with the sub-lease of equipment from MII. Each of these transactions would be denominated in U.S.
dollars. Accordingly, cost and expense indicators would be denominated primarily in U.S. dollars. The percentage of revenue, costs and expenses and total assets denominated in U.S. dollars for each of the last three fiscal years were as follows:

Year ended
January 31, 2015

Year ended
January 31, 2014

Year ended
January 31, 2013

Revenue

100%

100%

99%

Costs and expenses

82%

90%

89%

Total assets

98%

91%

98%

 Securities and Exchange Commission

January 12, 2016

  Page
 4

 MML’s transactions with its parent, MII, consist of purchases of lease pool equipment
from time to time, the short-term sub-lease of equipment from time to time and provision of administrative and management services by MII pursuant to an Inter-company Services Agreement.

Financing indicators – MML has been self-sufficient from a financing stand-point since its inception and has not required financing
support. MML has provided short-term financing to MHL via an Inter-company Credit Agreement from time to time (see discussion of MHL below).

MEL

 MEL was established in
fiscal 2012 but did not have significant revenue activity until mid-fiscal 2014. Based upon experience during fiscal 2014, and discussions with existing and potential customers, it was determined that essentially all customer contracts could, and
would, be denominated in U.S. dollars rather than local currency. Accordingly, sales and cash inflow indicators were determined to be in U.S. dollars. At that point it was also determined that the majority of MEL’s lease pool equipment would be
purchased from MII, due to MII relationships with suppliers, or MEL’s equipment requirements would be satisfied with the sub-lease of equipment from MII. Each of these transactions would be denominated in U.S. dollars. Accordingly, cost and
expense indicators would be denominated primarily in U.S. dollars. The percentage of revenue, costs and expenses and total assets denominated in U.S. dollars for each of the last three fiscal years were as follows:

Year ended
January 31, 2015

Year ended
January 31, 2014

Year ended
January 31, 2013

 Revenue

100%

100%

100%

 Costs and expenses

57%

70%

61%

 Total assets

93%

90%

93%

 MEL’s transactions with its parent, MII, consist of purchases of lease pool equipment from time to time,
the short-term sub-lease of equipment from time to time and provision of administrative and management services by MII pursuant to an Inter-company Services Agreement.

Financing indicators – During 2014, MEL’s financing needs increased and it was determined that these needs would be provided by
inter-company borrowing arrangements. Financing for MEL is provided pursuant to an Inter-company Credit Agreement with MHL. This agreement is denominated in U.S. dollars (see discussion of MHL below).

MHL

 MHL was established in
fiscal 2012 and is a holding company for the Company’s foreign subsidiaries. It has no operations. MHL does provide financing services to its subsidiaries pursuant to a series of Inter-company Credit Agreements. These agreements are denominated
in U.S. dollars. Effective February 1, 2014 the level of this financing activity had

 Securities and Exchange Commission

January 12, 2016

  Page
 5

increased. The percentage of interest income, costs and expenses and total assets denominated in U.S. dollars for each of the last three fiscal years were as follows:

Year ended
January 31, 2015

Year ended
January 31, 2014

Year ended
January 31, 2013

 Interest Income and Dividends

100%

100%

100%

 Costs and expenses

89%

86%

91%

 Total assets

100%

100%

100%

 MHL’s transactions with MII consist of financing transactions pursuant to an Inter-company Credit
Agreement.

 Colombian branch

Based upon experience during fiscal 2014 and fiscal 2013, and discussions with existing and potential customers, it was determined that
essentially all customer contracts could, and would, be denominated in U.S. dollars rather than local currency. Accordingly, sales and cash inflow indicators were determined to be in U.S. dollars. At that point it was also determined that the
majority of the branch’s lease pool equipment would be purchased from MII, due to MII relationships with suppliers, or the branch’s equipment requirements would be satisfied with the sub-lease of equipment from MII. Each of these
transactions would be denominated in U.S. dollars. Accordingly, cost and expense indicators would be denominated primarily in U.S. dollars. The percentage of revenue, costs and expenses and total assets denominated in U.S. dollars for each of the
last three fiscal years were as follows:

Year ended
January 31, 2015

Year ended
January 31, 2014

Year ended
January 31, 2013

 Revenue

97%

96%

97%

 Costs and expenses

90%

80%

87%

 Total assets

76%

86%

89%

 Financing indicators – Financing of our Colombian branch is provided through contributions to and
distributions from the branch. The currency for these transactions is based on the local reporting currency for the branch. Effective February 1, 2014 due to changes in regulations in Colombia, the branch was allowed to change its reporting
currency to the U.S. dollar.

 The branch’s transactions with its parent, MII, consist of purchases of lease pool equipment from time
to time, the short-term sub-lease of equipment from time to time and provision of administrative and management services by MII pursuant to an Inter-company Services Agreement.

*****

 Securities and Exchange Commission

January 12, 2016

  Page
 6

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Gillian A. Hobson of Vinson & Elkins L.L.P. at (713) 758-3747.

Very truly yours,

MITCHAM INDUSTRIES, INC.

By:

/s/ Robert P. Capps

Name:

Robert P. Capps

Title:

Co-Chief Executive Officer and Chief Financial Officer

 Enclosures

cc:
Frank Pigott (Staff Attorney)

Gillian A. Hobson (Vinson & Elkins L.L.P.)

January 7, 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. 1 to Registration Statement on Form S -1
Filed December 24 , 2015
  File No. 333 -208177
  Form 10 -K for Fiscal Year Ended January 31, 2015
  File No. 000 -25142

Dear Mr. Capps :

We have reviewed your amended  registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providi ng the
requested information.  If you do not believe 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 17, 2015  letter.

General

1. We have read your response to prior comment  two of our letter dated December 17,
2015.  Please further tell us what consideration you gave to classifying your redeemable
preferred stock outside of permanent equity.  Please refer to ASC 480 -10-S99.

Robert P. Capps
Mitcham Industries, Inc.
January 7, 201 6
Page 2

 Form 10 -K for the Fiscal Year Ended January 31, 20 15
Critical Accounting Policies, page 42
Income Taxes, page 44

2. We note your response to prior comment 13.  Please provide to us the MII’s historical
taxable income or loss for the last five fiscal years.  Additionally, please tell us how much
income MII w ill be required to generate to fully realize its net operating loss and tax
credit carryforwards.

Notes to the Consolidated Financial Statements
1. Organization and Summary of Significant Accounting Policies, page F -9
Change in Functional Currency, page F-12

3. We note your response to prior comment 16.  For each of MML, MEL, MHL, and the
Colombia branch, please tell us the facts and circumstances of their respective economic
environments that led to your determination to change the functional currency at e ach
subsidiary or branch from its local currency to the U.S. dollar, including providing us
with a quantitative analysis of each of the economic factors in ASC 830 -10-55-5 you
considered in your determination; including providing, at a minimum: the percent age of
revenue, costs and expenses, total assets, and borrowings denominated in U.S. dollars for
each of the last three fiscal years at each of the impacted subsidiaries and branch.
Additionally, please tell us the nature of the transactions your parent h as with its
subsidiaries and branch.

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
Offic e of Manufacturing and
Construction

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

CORRESP
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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
v

December 17, 2015

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.
Registration Statement on Form S -1
Filed November 23, 2015
  File No. 333 -208177
  Form 10 -K for Fiscal Year Ended January 31, 2015
  File No. 000 -25142

Dear Mr. Capps :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested inform ation.  If you do not believe 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 registration statement and the information you
provide in response to these  comments, we may have additional comments.

General

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

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

Robert P. Capps
Mitcham Industries, Inc.
December 17, 2015
Page 2

 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 yo ur statements not
misleading at the time of sale or contract of sale.

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 Questio n 227.02.

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 i s not leased.  Please revise your filing
to provide the percentage of your equipment which is utilized at the end of the periods
presented.

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.

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.

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.

Robert P. Capps
Mitcham Industries, Inc.
December 17, 2015
Page 3

 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.

Form 10 -K for the year ended January 3 1, 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 co nnection 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 ef fect of all such intellectual property.

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 leas t 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 ass et 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 discu ssion 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
disclos e 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.

Robert P. Capps
Mitcham Industries, Inc.
December 17, 2015
Page 4

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 th ey 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.

Income Taxes, page 44

13. We note that you have recognized deferred tax assets of $11.2 million related to the
United States and that you have not provided a valuation allowance against these deferred
tax assets.  Please help us understand how you determined that these deferred tax  assets
are realizable in light of the three years of cumulative domestic losses by providing us
with a comprehensive analysis of the specific positive and negative evidence
management evaluated in arriving at this conclusion.  Your analysis should include  the
weighting of the evidence that is commensurate with the extent to which it is objectively
verified.  For any tax -planning strategies that you are relying on in your analysis, please
ensure that your discussion provides us with a detailed explanation o f the nature of, and
any uncertainties, risk and assumptions for those strategies.  Please refer to ASC 740 -10-
30-16 through 740 -10-30-25, ASC 740 -10-55-39 through 740 -10-55-48, and ASC 740 -
10-55-120 through 740 -10-55-123 for guidance.

Consolidated Statem ent of Operations, page F -5

14. We note from your disclosure on page F -9 that you generate revenues from service
agreements.  Please tell us what consideration you gave to separately disclosing revenues
and costs of revenues for services separately on the fac e of the income statement.  Please
refer to Rule 5 -03(b)1 of Regulation S -X.

Notes to the Consolidated Financial Statements

1. Organization and Summary of Significant Accounting Policies, page F -9

Seismic Equipment Lease Pool, page F -10

15. Please revise  future filings to disclose that you continue to depreciate your rental
equipment assets when they are not on lease.

Robert P. Capps
Mitcham Industries, Inc.
December 17, 2015
Page 5

 Change in Functional Currency, page F -12

16. Please tell us and revise future filings to provide a more comprehensive discussion
regarding the  changes in the economic environment for the entities which changed their
functional currency to the U.S. Dollar during 2014.  Your discussion should include your
consideration of each factor outlined in ASC 830 -10-55-5 for each entity.

We urge all person s who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pendin g regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking an y action with respect
to the filing;

 the 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

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting 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 o f the
registration statement.

Robert P. Capps
Mitcham Industries, Inc.
December 17, 2015
Page 6

 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 S livka, for

 Pamela Long
Assistant Director
Offic e of Manufacturing and
Construction

cc: Via E -Mail
 Gillian A. Hobson
Vinson & Elkins, L.L.P.

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MITCHAM INDUSTRIES, INC.

P.O. Box 1175

HUNTSVILLE, TEXAS 77342-1175

June 1, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Ms. Sherry Haywood

    Re:

    Mitcham Industries, Inc. (the “Registrant”)

Request for Acceleration of Effectiveness

Registration Statement on Form S-3 (File No. 333-172935)

(the “Registration Statement”)

Ladies and Gentlemen:

     Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of
1933, the Registrant hereby requests that the effectiveness of the above-captioned Registration
Statement be accelerated so that the Registration Statement will become effective June 3, 2011, at
3:00 p.m. Eastern time, or as soon thereafter as practicable.

     The Registrant hereby acknowledges that the disclosure in the Registration Statement is the
responsibility of the Registrant. The Registrant hereby further acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to
the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

    •

    the Registrant may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

     Should the Staff have any questions or comments, please call Gillian A. Hobson of Vinson &
Elkins L.L.P., the Registrant’s outside legal counsel, at (713) 758-3747 with any questions
regarding this request for acceleration.

    Sincerely,

MITCHAM INDUSTRIES, INC.

    By:
    /s/ Billy F. Mitcham, Jr.

    Name:
    Billy F. Mitcham, Jr.

    Title:
    President and Chief Executive Officer

    cc:

    Gillian A. Hobson, Esq.

Vinson & Elkins L.L.P.

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MITCHAM INDUSTRIES, INC.

P.O. Box 1175

HUNTSVILLE, TEXAS 77342-1175

June 1, 2011

Jay Ingram

Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

Attention: Sherry Haywood

    Re:

    Mitcham Industries, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed April 25, 2011

File No. 333-172935

Dear Mr. Ingram:

     Set forth below are the Company’s responses to the comments contained in the letter from the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated May 6, 2011.

     For your convenience, the exact text of the comments provided by the Staff has been included
in bold face type preceding each response in the order presented in the comment letter.

General

    1.

    Please be advised that you must either file your definitive proxy statement or amend your
Form 10-K for the fiscal year ended January 31, 2011 to include Part III information and clear
any outstanding Staff comments on your Form 10-K and proxy statement before you may request to
accelerate the effectiveness of your registration statement. See Question 123.01 of the
Securities Act Forms Compliance and Disclosure Interpretations which is available on our
website and may be found at http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm.

     Response: The Company respectfully acknowledges the Staff’s comment and confirms that it
filed its definitive proxy statement on May 31, 2011.

     Should the Staff have any questions or comments, please contact the undersigned at (936)
291-2277 or Gillian Hobson of Vinson & Elkins at 713-758-3747.

    Very truly yours,

MITCHAM INDUSTRIES, INC.

    By:
    /s/ Billy F. Mitcham, Jr.

    Billy F. Mitcham, Jr.

    President and Chief Executive Officer

    cc:

    Gillian A. Hobson (Via facsimile 713.615.5794)

Vinson & Elkins L.L.P.

Via U.S. Mail and facsimile (713/615- 5794)
May 6 , 2011

Billy F. Mitcham, Jr.
President and Chief Executive Officer
Mitcham Industries, Inc.
8141 SH 75 South, P.O. Box 1175 Huntsville, Texas  77342

Re: Mitcham Industries, Inc.
  Amendment No. 1 to Registration Statement on Form S -3
Filed  April 25 , 2011
  File No.  333-172935
 Dear Mr. Mitcham :
 We have limited our review of your registration statement to those issues we have
addressed in our comment .

General
1. Please be advised that you must either file your definitive proxy statement or amend your
Form 10- K for the fiscal year ended January 31, 2011 to include Part III information and
clear any outstanding Staff comments on your Form 10- K and proxy statement before
you may request to accelerate the effectiveness of your registration statement.  See
Question 123.01 of the Securities Act Forms Compliance  and Disclosure Interpretations
which is available on our website and may be found at
http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm
 .
Please contact Sherry Haywood, Staff Attorney at (202) 551- 3345 or , in her absence, me
at (202) 551- 3397 wit h any questions.

Sincerely,

 Jay Ingram
Legal Branch Chief

Billy F. Mitcham, Jr.
Mitcham Industries, Inc.
May 6 , 2011
Page 2

cc: Gillian A. Hobson ( Via facsimile 713/615- 5794)
 Vinson & Elkins L.L.P.
 First City Tower
 1001 Fannin Street, Suite 2500
 Houston, Texas  77002

CORRESP
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April 25, 2011

Jay Ingram

Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

    Re:

    Mitcham Industries, Inc.

Registration Statement on Form S-3

Filed March 18, 2011

File No. 333-172935

Dear Mr. Ingram:

     Mitcham Industries, Inc. (the “Company”) is filing today, via EDGAR, Amendment No. 1
(“Amendment No. 1”) to the above referenced registration statement on Form S-3 (the “Registration
Statement”).

     Set forth below are the Company’s responses to the comments contained in the letter from the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated April 13, 2011.

     For your convenience, the exact text of the comments provided by the Staff has been included
in bold face type preceding each response in the order presented in the comment letter.

General

    1.

    Please provide a detailed explanation as to the availability of General Instruction I.B.l to
the subject transaction. Provide 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.

     Response: The Company respectfully acknowledges the Staff’s comment. General Instruction
I.B.1 of Form S-3 states that “[t]he aggregate market value of the registrant’s outstanding voting
and non-voting common equity shall be computed by use of the price at which the common equity was
last sold, or the average of the bid and asked prices of such common equity, in the principal
market for such common equity as of a date within 60 days prior to the date of filing.” On
February 23, 2011, a date that is within 60 days prior to March 18, 2011, the date of the filing of
the Registration Statement, the closing price of the Company’s common stock, which is the only
common equity of the Company, on the The Nasdaq Global Market was $11.29. As of February 23, 2011,
non-affiliates of Company held in the aggregate 9,171,087 shares of Company common stock.
Therefore, the aggregate market value of the common equity held by non-affiliates of Company as of
February 23, 2011 was $103,541,572. Based on the foregoing, the Company respectfully submits that
it complied with the market value requirement of General Instruction I.B.1.

    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 advise us as to how you plan to comply with these
requirements. See SEC Release No. 33-7878 (August 15, 2000).

     Response: The Company respectfully acknowledges the Staff’s comment. Amendment No. 1 has
been revised to remove the subsidiary guarantors as co-registrants and remove the guarantees as a
class of securities being registered pursuant to the Registration Statement. Accordingly,
subsidiary guarantor financial statements are not required.

Calculation of Registration Fee Table

    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 appropriate registration fee, and revise the
registration statement, including the Calculation 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.

     Response: The Company respectfully acknowledges the Staff’s comment. Amendment No. 1 has
been revised to delete any references to units as a class of securities registered pursuant to the
Registration Statement.

Ratio of Earnings to Fixed Charges, page 6

    4.

    The ratio of earnings to fixed charges information required by Item 503(d) of Regulation S-K
should be included in your registration statement prior to effectiveness. Please revise.

     Response: The Company respectfully acknowledges the Staff’s comment and confirms that the
ratio of earnings to fixed charges information required by Item 503(d) of Regulation S-K has been
included in Amendment No. 1.

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 close proximity to the date of effectiveness.
Alternatively, counsel may delete the date qualification.

     Response: The Company respectfully acknowledges the Staff’s comment and confirms that a
revised opinion of counsel has been filed with Amendment No. 1.

     The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the
disclosure in the filings; (ii) should the Commission or the Staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing; (iii) the 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 (iv) it may
not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

     Should the Staff have any questions or comments, please contact the undersigned at (936)
291-2277 or Gillian Hobson of Vinson & Elkins at 713-758-3747.

    Very truly yours,

MITCHAM INDUSTRIES, INC.

    By:
    /s/ Billy F. Mitcham, Jr.

    Billy F. Mitcham, Jr.

    President and Chief Executive Officer

    cc:

    Gillian A. Hobson (Via facsimile 713.615.5794)

Vinson & Elkins L.L.P.

1001 Fannin Street

2500 First City Tower

Houston, Texas 77002

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

March 1, 2011
 Mitcham Industries, Inc. Robert P. Capps, Executive Vice Presiden t – Finance and Chief Financial Officer
8141 SH 75 South P.O. Box 1175
Huntsville, TX  33742

Re: Mitcham Industries, Inc.
 Form 10-K for the year ended January 31, 2010 filed April 9, 2010  Form 10-Q for the quarter ended October 31, 2010 filed December 8, 2010
File No. 0-25142

Dear Mr. Capps:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
You may contact Mindy Hooker at (202) 551-3732, Jeanne Baker at (202) 551-3691 or
me at (202) 551-3768 with any questions.
Sincerely,

John Cash Branch Chief

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February 24, 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 February 18, 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 response to the Staff’s letter
dated February 8, 2011, all related to Form 10-K for the fiscal year ended January 31, 2010 (the
“2011 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

Critical Accounting Policies

Goodwill and Other Intangible Assets, page 34

We have read your response to prior comment one of our letter dated February 8, 2011. Please
clarify how you have determined that Seamap UK and Seamap Singapore are not operating segments as
defined in ASC 280-10-50-1. In this regard, please specifically confirm, if true, that your chief
operating decision maker does not receive and regularly review each subsidiary’s operating results to make
decisions about resources to be allocated to the subsidiary and assess its performance.

     We confirm that our chief operating decision maker, who, in our case, is our Chief
Executive Officer, makes decisions about resource allocation and assesses the performance of our
Seamap segment based upon the combined operating results of Seamap UK and Seamap Singapore.
Accordingly, the combined operations of Seamap UK and Seamap Singapore constitute a single
operating segment, our Seamap segment, as defined in ASC Topic 280-10-50-1.

     Periodic reports containing disaggregated information are prepared, but these reports are
utilized for a variety of other purposes such as tax and cash flow planning and analysis. The
preparation of this disaggregated information does not preclude the treatment of the combined
operations as a single operating segment, as indicated by ASC Topic 280-10-50-6. In this regard,
we note the following:

    •

    The nature of the operations of each component is essentially identical. Please
refer to our response to comment no. 1 in our letter dated February 15, 2011.

    •

    A single manager is responsible for both components.

    •

    Disaggregated information about the individual components is not presented to our
Board of Directors.

     Should the Staff have any questions or comments, please contact the undersigned at
281.353.4475.

    Very truly yours,

MITCHAM INDUSTRIES, INC.

    By:
    /s/ Robert P. Capps

    Robert P. Capps

    Executive Vice President and Chief Financial Officer

February 18, 2011
 Mitcham Industries, Inc. Robert P. Capps, Executive Vice Presiden t – Finance and Chief Financial Officer
8141 SH 75 South P.O. Box 1175
Huntsville, TX  33742

Re: Mitcham Industries, Inc.
 Form 10-K for the year ended January 31, 2010 filed April 9, 2010  Form 10-Q for the quarter ended October 31, 2010 filed December 8, 2010
File No. 0-25142

Dear Mr. Capps:
 We have reviewed your response to our letter dated February 8, 2011 and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.               Form 10-K for the year ended January 31, 2010

 Critical Accounting Policies

 Goodwill and Other Intangible Assets, page 34

 We have read your response to prior comment one  of our letter dated February 8, 2011.  Please
clarify how you have determined that Seamap  UK and Seamap Singa pore are not operating
segments as defined in ASC 280-10-50-1.  In this re gard, please specifically confirm, if true, that
your chief operating decision maker does not rece ive and regularly review each subsidiary’s
operating results to make decisions  about resources to be allocated  to the subsidiary and assess
its performance.

Mr. Robert P. Capps Mitcham Industries, Inc. February 18, 2011 Page 2

You may contact Mindy Hooker at (202) 551-3732, Jeanne Baker at (202) 551-3691 or
me at (202) 551-3768 with any questions.
Sincerely,

John Cash Branch Chief

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THE EXPLORATION EQUIPMENT SUPPLIER

February 15, 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 February 8, 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 response to the Staff’s letter
dated January 19, 2011, all related to Form 10-K for the fiscal year ended January 31, 2010 (the
“2011 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

Critical Accounting Policies

Goodwill and Other Intangible Assets, page 34

    1.

    We note your response to comment four of our letter dated January 19, 2011. You
indicate that you have identified your Seamap reportable segment as your reporting unit.
However, as noted on page one of your Form 10-K, your Seamap reportable segment is

MITCHAM INDUSTRIES, INC.

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

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

www.mitchamindustries.com

    comprised of two operating segments, Seamap UK and Seamap Singapore. As such, it is
unclear to us how you have appropriately identified your reporting units pursuant to ASC
Topic 350-20-35. Refer also to Topic 350-20-35-33 through 35-46. In this regard, we
note that a reporting unit is an operating segment or one level below an operating
segment (also known as a component). Please reassess the appropriateness of the level at
which you assessed goodwill for impairment.

We continue to believe that our Seamap reportable segment is the reporting unit. While the Seamap
segment is comprised of two legal entities, it is managed as a single operation and discrete
financial information for each of the entities is not regularly reviewed by management of the
segment. Discrete financial information for each of the entities is prepared for tax and local
statutory reporting purposes. ASC Topics 350-20-35-36 and 350-20-35-37 provide that a reportable
segment may be a reporting unit, even if that segment is comprised of multiple components.
Furthermore, ASC topic 350-20-35-35 provides that two or more components of an operating segment
may be aggregated and deemed a single reporting unit if the components have similar economic
characteristics. We believe that the components of Seamap do have similar economic characteristics
in light of the guidance provided in ASC Topic 280-10-50-11. In that regard we note the following:

    •

    Each of the components sells the same products.

    •

    The products for each are produced in a common location.

    •

    The nature of the business of each component’s customers is identical, other than
geographic location in some cases.

    •

    Each component distributes its products through a common direct sales staff.

    •

    Neither component is subject to regulatory requirements, other than local tax,
licensing and financial reporting requirements common to all business in those
countries.

Notes to the Consolidated Financial Statements

11. Income Taxes, page F -15

    2.

    Please revise the disclosures you have proposed in response to prior comment five
of our
letter dated January 19, 2011 to clarify that you have recorded a deferred tax asset related
to the Canadian net operating loss which has been offset [by] your liability related to
uncertain tax positions.

In future filings we will revise the disclosures concerning our Canadian net operating losses as
follows:

“...The Company had Canadian net operating loss carryforwards of approximately $4,909,000
(Canadian $5,228,000) as of January 31, 2010. The Canadian net operating losses will begin to
expire in 2011. The deferred tax asset related to this item has been offset by our tax
liability for uncertain tax positions as the deductions giving rise to the net operating loss
carryforward are subject to an uncertain tax position.

...The Company’s Canadian income tax returns for the years ended January 31, 2004, 2005 and
2006 have been examined by Canadian tax authorities. Assessments for those years and for the
effect of certain matters in subsequent years totaling approximately $7,400,000 have been
issued. The issues involved relate primarily to the deductibility of depreciation charges and
whether those deductions should be taken in Canada or in the United States. Accordingly, the
Company has filed requests for competent

MITCHAM INDUSTRIES, INC.

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

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

www.mitchamindustries.com

authority assistance with the Canadian Revenue Agency (“CRA”) and with the IRS seeking to avoid
potential double taxation. In addition, the Company has filed a protest with the CRA and the
Province of Alberta. In connection with this protest the Company was required to make a
prepayment of approximately $2,600,000 against the assessment. These items are contemplated
in the Company’s tax liability for uncertain tax positions.”

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

Notes to the Condensed Consolidated Financial Statements

4. Acquisitions, page 4

    3.

    Please include the information you have provided to us in response to prior
comment
seven of our letter dated January 19, 2011 in your future disclosures.

In future filings we will include the information provided to the Staff in our response to prior
comment seven of the letter dated January 19, 2011.

6. Balance Sheet, page 6

    4.

    We have read your response to comment eight of our letter dated January 19, 2011.
Please specifically tell us whether you performed an impairment test of the assets you
were repossessing at October 31, 2010. If not, please tell us why no such test was
necessary. Please also tell us whether you have recorded or will need to record any
additional impairment upon the repossession of those assets in December 2010. If so,
please quantify the impairment charge and address why no such impairment was required
as of October 31, 2010. Additionally, please provide to us your proposed disclosures
for your Form 10-K for the year ended January 31, 2011.

An impairment test of the assets themselves was not performed as of October 31, 2010. These assets
are essentially identical to other assets in our lease pool. As of October 31, 2011, there had
been no events or developments which would indicate an impairment of any of our lease pool assets
had occurred. However, we did as of October 31, 2010 assess the carrying value of the defaulted
contract receivable versus the fair value of the equipment less the estimated costs to repossess
the equipment. It was determined that as of October 31, 2011 no additional provision related to
this assessment was necessary. In prior periods we had recorded impairments totaling approximately
$1,487,000 related to this matter. These impairments were recorded as a provision for doubtful
accounts.

As stated in our response to you of February 1, 2011, we are in the process of completing the
accounting for the repossession. An inventory of the equipment repossessed, which was completed in
January, indicates that equipment with a value of approximately $645,000 was not among the
equipment repossessed and is missing. We have filed a claim in the amount of approximately
$1,300,000 with our insurance carrier related to this missing equipment and certain costs that we
incurred in repossessing the equipment. The disposition of this claim is still pending.
Accordingly, the amount of insurance recovery, if any, is uncertain. Furthermore, we

MITCHAM INDUSTRIES, INC.

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

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

www.mitchamindustries.com

now anticipate that there will be a distribution from the bankruptcy estate of the customer who
defaulted under the contract. The amount of such distribution is uncertain.

Accordingly, we expect to record an additional provision of up to $645,000 in the three months
ended January 31, 2011. Should the amount of the proceeds from our insurance carrier or the amount
of the distribution from the bankruptcy estate be determined prior to the filing or our Form 10-K
for the year ended January 31, 2011, the amount of the provision may be reduced by those amounts.
This additional provision was not required as of October 31, 2010 because as of that date, and
through the date we filed our Form 10-Q for the quarter ended October 31, 2010, it was not known
that certain of the equipment was missing.

In our Form 10-K for the year ended January 31, 2011 we will make the following disclosures,
subject to modification based upon facts and circumstances that arise prior to the filing of the
Form 10-K:

“During the three months ended January 31, 2011, the Company completed the repossession of the
equipment that had been pledged as collateral for the defaulted contract obligation and added the
equipment to its seismic equipment lease pool. The equipment was added to the seismic equipment
lease pool based on its estimated fair value. Upon inventory of the repossessed equipment, it was
determined that equipment with an estimated fair value of approximately $645,000 was missing.
Accordingly, the carrying value of the contract obligation exceeded the estimated fair value of the
equipment actually repossessed by approximately $645,000 and the Company has recorded a provision
for doubtful accounts of this amount in the three months ended January 31, 2011. The Company has
filed a claim in the amount of approximately $1,300,000 with its insurance carrier related to the
missing equipment and certain costs incurred in repossessing the equipment. Additionally, the
Company understands that the bankruptcy estate of the defaulting customer anticipates making
distributions to creditors of the estate, including the Company. The amounts to be recovered from
these claims, if any, are uncertain and therefore have not been taken into consideration in
calculating the additional provision for doubtful accounts.”

— or —

“During the three months ended January 31, 2011, the Company completed the repossession of the
equipment that had been pledged as collateral for the defaulted contract obligation and added the
equipment to its seismic equipment lease pool. The equipment was added to the seismic equipment
lease pool based on its estimated fair value. Upon inventory of the repossessed equipment, it was
determined that equipment with an estimated fair value of approximately $645,000 was missing.
Accordingly, the carrying value of the contract obligation exceeded the estimated fair value of the
equipment actually repossessed by approximately $645,000. The Company has filed a
claim with its insurance carrier related to the missing equipment and certain
costs incurred in repossessing the equipment. The insurance company allowed the claim in the amount
of $[ ], which amount was paid in [March], 2011. [In March 2011, the bankruptcy estate of the
defaulting customer made a distribution to the Company in the amount of $[ ]]. Accordingly, as of
January 31, 2011, the Company has recorded an additional provision for doubtful accounts related to
this matter in the amount of $[ ].”

     Should the Staff have any questions or comments, please contact the undersigned at
281.353.4475.

    Very truly yours,

    MITCHAM INDUSTRIES, INC.

    By:

    /s/ Robert P. Capps

    Robert P. Capps

    Executive Vice President and Chief Financial Officer

MITCHAM INDUSTRIES, INC.

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

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

www.mitchamindustries.com

February 8, 2011
 Mitcham Industries, Inc. Robert P. Capps, Executive Vice Presiden t – Finance and Chief Financial Officer
8141 SH 75 South P.O. Box 1175
Huntsville, TX  33742

Re: Mitcham Industries, Inc.
 Form 10-K for the year ended January 31, 2010 filed April 9, 2010  Form 10-Q for the quarter ended October 31, 2010 filed December 8, 2010
File No. 0-25142

Dear Mr. Capps:
 We have reviewed your response to our letter dated January 19, 2011 and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the year ended January 31, 2010

 Critical Accounting Policies

 Goodwill and Other Intangible Assets, page 34

1. We note your response to comment four of  our letter dated January 19, 2011.  You
indicate that you have identif ied your Seamap reportable segment as your reporting unit.
However, as noted on page one of your Form 10-K, your Seamap reportable segment is comprised of two operating segments, Seamap UK and Seamap Singapore.  As such, it is
unclear to us how you have appropriately iden tified your reporting uni ts pursuant to ASC
Topic 350-20-35.  Refer also to Topic 350-20- 35-33 through 35-46.  In this regard, we
note that a reporting unit is an operating segment or one level below an operating
segment (also known as a component).  Please reassess the appropriatene ss of the level at
which you assessed goodwill for impairment.

Mr. Robert P. Capps Mitcham Industries, Inc. February 8, 2011 Page 2

Notes to the Consolidated Financial Statements

 11. Income Taxes, page F-15

2. Please revise the disclosures you have proposed in response to prior comment five of our
letter dated January 19, 2011 to clarify that you have recorded a deferred tax asset related
to the Canadian net operating losses which ha s been offset your tax liability related to
uncertain tax positions.
 Form 10-Q for the quarter ended October 31, 2010

 Notes to the Condensed Conso lidated Financial Statements

 4. Acquisitions, page 4

3. Please include the information you have provi ded to us in response to prior comment
seven of our letter dated January 19, 2011 in your future disclosures.
 6. Balance Sheet, page 6

4. We have read your response to comment eight of our letter da ted January 19, 2011.
Please specifically tell us whether you perf ormed an impairment test of the assets you
were repossessing at October 31, 2010.  If not , please tell us why no such test was
necessary.  Please also tell us whether you ha ve recorded or will need to record any
additional impairment upon the repossession of those assets in December 2010.  If so,
please quantify the impairment charge and address why no such impairment was required
as of October 31, 2010.    Additionally, please provide to us your proposed disclosures for your Form 10-K for the year ended January 31, 2011.

You may contact Mindy Hooker at (202) 551-3732, Jeanne Baker at (202) 551-3691 or
me at (202) 551-3768 with any questions.
Sincerely,

John Cash Branch Chief

CORRESP
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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

January 19, 2011
 Mitcham Industries, Inc. Robert P. Capps, Executive Vice Presiden t – Finance and Chief Financial Officer
8141 SH 75 South P.O. Box 1175
Huntsville, TX  33742

Re: Mitcham Industries, Inc.
 Form 10-K for the year ended January 31, 2010 filed April 9, 2010  Form 10-Q for the quarter ended October 31, 2010 filed December 8, 2010
File No. 0-25142

Dear Mr. Capps:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               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 in vestors to meaningfully trend and analyze
performance of your core cash operations.  Ba sed on these disclosures it appears that you
are not only utilizing these measures as pe rformance measures, but also as liquidity
measures.  If you are using these measures as  liquidity measures, please revise future
disclosures to clearly state such and reconc ile 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 disclosure s to remove references to cash liquidity.
Please provide to us your proposed future disclosures.

Mr. Robert P. Capps Mitcham Industries, Inc. January 19, 2011 Page 2

Critical Accounting Policies

 Revenue Recognition, page 33

2. With a view toward future disclosure, pleas e clarify whether you have multiple element
arrangements.  If so, expand your disclo sures 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 appropria te, please also discuss how you have established fair value
for each of your elements.  Please refer to ASC Topic 605-25.
 Long-Lived Assets, page 33

3. We note that demand for your leas e-pool assets has declined in  the periods presented.  In
future filings, please expand your disclo sures 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 anal ysis during any of the periods presented.

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 re porting units are and how you determined them
and to the extent that any of your reporting un its have estimated fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregate or individually, if impaired, c ould materially impact your
operating results or total shareholders’ equi ty, 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 assump tions in your income approach that
materially deviates from your historical re sults, 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 disclo se this determination in future filings.
Please refer to Item 303 of Regulation S-K.

Mr. Robert P. Capps Mitcham Industries, Inc. January 19, 2011 Page 3

Notes to the Consolidated Financial Statements

 11. Income Taxes, page F-15

5. We note your disclosure on page F-16 indi cating 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 re venues have decreased signifi cantly.  Please explain to us
and include in future disclo sures the evidence which led you to conclude that these net
operating loss carryforwards are realizable.
  14. Segment Reporting, page F-20

6. Please provide to us a tabul ar presentation of your reco nciliation of Segment to
Consolidated Income (loss) before taxes for all periods presented and in future filings
please ensure that all significant reconciling items are separately id entified and described.
Please refer to ASC Topic 280-10-50-30.
 Form 10-Q for the quarter ended October 31, 2010

 Notes to the Condensed Conso lidated Financial Statements

4. Acquisition, page 4

7. We note that your acquisition of AES resulted in a bargain purchase gain.  Please provide
to us a more comprehensive discussion explai ning how you determined that this gain is
appropriate.  Please refer to ASC Topic 805-30-25-4.

6. Balance Sheet, page 6

8. Your disclosure indicates that you still in the process of repossessing equipment related
to a defaulted contract receivable.  Please tell us and disclose in future filings the status of this repossession and when you expect the proces s to be complete.  Due to the length of
time it has taken for the repossession, please tell us whether you have reassessed the
value of the equipment.
 Liquidity and Capital Resources, page 20

9. We note that you have extended the terms on your revolving credit faci lity which is now
due May 31, 2012 and you have increased the limit to $35 million.  We also note that you may convert outstanding balances on your credit facility to 48 -month notes.  If you
expect to utilize this opti on, please discuss the impacts it may have on your liquidity and
your results, including interest expense.  Additionally, please revise future annual and quarterly filings to disclose and discu ss average borrowing leve ls under your credit
facility during each period presented.

Mr. Robert P. Capps Mitcham Industries, Inc. January 19, 2011 Page 4

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Mindy Hooke r at (202) 551-3732, Jeanne  Baker at (202) 551-3691or
me at (202) 551-3768 with any questions.
Sincerely,

John Cash Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

February 19, 2009
  Mr. Robert P. Capps Executive Vice-President-Finan ce and Chief Financial Officer, Mitcham Industries, Inc.
8141 SH75 South P.O. Box 1175 Huntsville, TX 77342
Re: Mitcham Industries, Inc.
Form 10-K for the year ended January 31, 2008 Form 10-Q for the quart er ended October 31, 2008
File No. 0-25142

 Dear Mr. Capps:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
If you have any questions regarding our revi ew of your filings, please direct them to
Mindy Hooker, Staff Accountant, at (202) 551-3 732, Jeanne Baker, Assistant Chief Accountant
at, (202) 551-3691 or to the undersigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief

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THE EXPLORATION EQUIPMENT SUPPLIER TM

February 17, 2009

VIA EDGAR AND FACSIMILE

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

         Re:

    Mitcham Industries, Inc.

Form 10-K for the year ended January 31, 2008

Form 10-Q for the quarter ended October 31, 2008

File No. 0-25142

Dear Mr. Cash:

     On February 3, 2009, 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 response to the Staff’s letter
dated January 6. 2009, all related to Form 10-K for the fiscal year ended January 31, 2008 (the
“2008 Form 10-K”) and Form 10-Q for the quarter ended October 31, 2008 (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, 2008

Report of Independent Registered Public Accounting Firm on Financial statements, page F-2

Report of Independent Registered Public Accounting Firm on Internal Controls, page F-3

    1.

    As previously requested in comment number four of our letter dated January 6, 2009,
please request that your auditors revise their reports and amend your

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

    filing to include the revised auditor’s reports which appropriately reflect the guidance
set forth in paragraph 3 of Auditing Standard No. 1.

     The auditor’s reports have been revised as requested and included in Form 10-K/A dated and
filed February 12, 2009.

Form 10-Q for the quarter ended October 31, 2008

Condensed Consolidated Statements of Cash Flows, page 3

    2.

    We note your response to our previous comment eight. In future filings please
enhance your disclosure to clarify the nature of these short-term investments as well as
your basis for including this item in cash flows from financing activities.

     We will enhance our disclosures in future filings to provide the additional information
requested.

     Should the Staff have any questions or comments, please contact the undersigned at
281.353.4475.

    Very truly yours,

MITCHAM INDUSTRIES, INC.

    By:
    /s/ Robert P. Capps

    Robert P. Capps

    Executive Vice President and Chief Financial Officer

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

February 3, 2009
  Mr. Robert P. Capps Executive Vice-President-Finan ce and Chief Financial Officer, Mitcham Industries, Inc.
8141 SH75 South P.O. Box 1175 Huntsville, TX 77342
Re: Mitcham Industries, Inc.
Form 10-K for the year ended January 31, 2008 Form 10-Q for the quart er ended October 31, 2008
File No. 0-25142

 Dear Mr. Capps:
We have reviewed your response to our letter dated January 6, 2009 and have the
following comments.  We ask that  you respond by February 18, 2009.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the fiscal year ended January 31, 2008

Report of Independent Registered Public Acc ounting Firm on Financial statements, page F-2

Report of Independent Registered Public Acc ounting Firm on Internal Controls, page F-3

1. As previously requested in comment number  four of our letter dated January 6, 2008,
please request that your auditors revise their reports and amend  your filing to include the
revised auditor’s reports which appropriately reflect the guida nce set forth in paragraph 3
of Auditing Standard No. 1.

Mr. Robert P. Capps
Mitcham Industries, Inc.
February 3, 2009 Page 2
Form 10-Q for the quart er ended October 31, 2008

Condensed Consolidated Statements of Cash Flows, page 3

2. We note your response to our previous comment eight.  In future filings please enhance
your disclosure to clarify the nature of these short-term i nvestments as well as your basis
for including this item in cash flows from financing activities.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Jeanne Baker, A ssistant Chief Accountant at,
(202) 551-3691 or to the unde rsigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

January 6, 2009
  Mr. Robert P. Capps Executive Vice-President-Finan ce and Chief Financial Officer, Mitcham Industries, Inc.
8141 SH75 South P.O. Box 1175 Huntsville, TX 77342
Re: Mitcham Industries, Inc.
Form 10-K for the year ended January 31, 2008 Form 10-Q for the quart er ended October 31, 2008
File No. 0-25142

 Dear Mr. Capps:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 2

Form 10-K for the fiscal year ended January 31, 2008

Item 7. Management’s Discussion and Analysis  of  Financial Condition and Results of
Operations, page 17

1. We note that you present EBITDA and Adju sted EBITDA, two non-GAAP performance
measures that exclude recurring expenses.  W ith reference to Question 8 of “Frequently
Asked Questions Regarding the Use of Non- GAAP Financial Measures” ensure future
filings fully present the disclosures required by each of the 5 bullets in the answer to
Question 8.  Specifically, ensure your disclo sures (i) identify the economic substance
behind management’s decision to use thes e non-GAAP measures, (ii) address the
material limitations a ssociated with the use of these non-GAAP measures as compared to
the use of the most directly comparable GAAP financial measure and (iii) discuss the
manner in which management compensates fo r these limitations when using these non-
GAAP financial measures.

 Critical Accounting Policies, page 27

Allowance for Doubtful Accounts, page 27

2. We note your disclosure on page 9 which in dicates that approximately 25% of your
outstanding trade accounts receivab le were more than 90 days pa st due.  In light of this,
please enhance your critical accounting estimate discussion to clearly explain the factors
you consider when determining your allowance for doubtful accounts.  Please also expand your disclosure to disc uss the typical amount of time it takes for your customers
to pay their invoices and if you charge any fess associated with these past due accounts.

Goodwill, page 28

3. We note you have identified goodwill as a criti cal accounting policy.   In order to provide
readers with a better insi ght into management’s judg ments in accounting for goodwill,
please disclose the following:
• A qualitative and quantitative description of the material assumptions used and a
sensitivity analysis of those assumptions  based upon reasonably likely changes; and
• How the assumptions and methodologies us ed for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 3

Report of Independent Registered Public Acc ounting Firm on Financial statements, page F-2
Report of Independent Registered Public Acc ounting Firm on Internal Controls, page F-3

4. Your independent registered public accounting firm’s audit reports indicate that their
audits were conducted “in accordance with auditing  standards of the Public Company
Accounting Oversight Board (Uni ted States)”.  Please note however that paragraph 3 of
Auditing Standard No.1 states that auditors  should conduct their audit “in accordance
with the standards of the Public Company Accounting Oversight Board (United States)”
regarding the auditing and rela ted professional practice stan dards the engagement must
be performed in accordance with.  Please request  that your auditors revise their reports
and amend your filing to include  those revised reports.

Revenue Recognition of Leas ing Arrangement, page F-8

5. As indicated on page 5, we note that your cust omers are normally responsible for the cost
of shipping the equipment from and to your f acilities.  With reference to EITF 00-10 –
Accounting for Shipping and Handling Fees and Costs, clarify that you record the
amounts billed to your customers as revenues and disclose where you record the related
expenses.   If shipping costs or handling cost s are significant and are not included in cost
of sales (that is, if those costs are accounted for together or separately on other income
statement line items), disclose both the amount(s ) of such costs and the line item(s) on the
income statement that include them.

6. Your critical accounting policy discussion on page 27 refers to commission revenues.
Please expand your discussion of significant ac counting policies to a ddress the nature of
this revenue stream and your related accounting.

Product Warranties

7. You disclose on page 12 that you maintain acc ruals for product warranties.  In future
filings, please provide the disc losures required by paragrap hs 14a and 14b of FIN45.

Form 10-Q for the quart er ended October 31, 2008

Condensed Consolidated Statements of Cash Flows, page 3

8. Please tell us the nature of your short term investments such that it is appropriate to
include the purchases of such investments w ithin cash flows from financing activities.
Refer to paragraphs 15 and 18 of SFAS 95.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 4
Notes to the Consolidated Financial Statements
 5. Balance Sheet – Prepaid expenses and other curre nt assets – Insurance settlement receivable,
page 5

9. We note that you have recognized $1.146 million insurance settlement receivable related
to estimated proceeds from the destruction of certain lease pool equipment.  We further
note that your disclosure on page 16 refers  to expected insurance proceeds.  Please
confirm that these proceeds are probable or  provide us your basis for recognizing this
receivable.

6.  Goodwill and Other Intangible Assets, page 6

10. We note that 100% of your goodwill balance is al located to the Seamap segment.  Given
the deterioration in revenues and operating income for Seamap for the nine months ended
September 30, 2008, please tell us whether a trig gering event has occurred such that you
were required to perform an impairment te st pursuant to paragra ph 28 of SFAS 142.  If
not, please explain why not.  If you have performed a recent impairment test, please
provide us with a summary of those results.

Liquidity and Capital Resources, page 16
11. Your disclosures are silent regarding compliance with your debt covenants.  Please
clarify whether or not you were in complian ce with your debt covenants as of September
30, 2008 and in future filings disclose your compliance with such covenants. For any material debt covenants, please disclose the required ratios as well as the actual ratios as
of each reporting date.  This will allow read ers to understand how much cushion there is
between the required ratios and the actual ra tios.  Please show the specific computations
used to arrive at the actual ratios with corresponding reconciliations to US GAAP
amounts, if necessary.  See Sections I.D a nd IV.C of the SEC Interpretive Release No.
33-8350 and Question 10 of our FAQ Rega rding the Use of Non-GAAP Financial
Measures dated June 13, 2003.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.

Mr. Robert P. Capps
Mitcham Industries, Inc.
January 6, 2009 Page 5

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 all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Jeanne Baker, A ssistant Chief Accountant at,
(202) 551-3691 or to the unde rsigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief

CORRESP
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THE EXPLORATION EQUIPMENT SUPPLIER TM

January 20, 2009

VIA EDGAR AND FACSIMILE

Mr. John Cash

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

         Re:

    Mitcham Industries, Inc.

Form 10-K for the year ended January 31, 2008

Form 10-Q for the quarter ended October 31, 2008

File No. 0-25142

Dear Mr. Cash:

     On January 6, 2009, 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,
2008 (the “2008 Form 10-K”) and Form 10-Q for the quarter ended October 31, 2008 (the
“Form 10-Q”).

     With respect to the comments, for the reasons stated in this response letter, 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, 2009 (the “2009 Form 10-K”), rather than amending or
supplementing the disclosure in the 2008 Form 10-K or 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.

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

Form 10-K for the year ended January 31, 2008

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 17

    1.

    We note that you present EBITDA and Adjusted EBITDA, two non-GAAP performance
measures that exclude recurring expenses. With reference to Question 8 of “Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures” ensure future filings
fully present the disclosures required by each of the 5 bullets in the answer to Question
8. Specifically, ensure your disclosures (i) identify the economic substance behind
management’s decision to use these non-GAAP measures, (ii) address the material
limitations associated with the use of these non-GAAP measures as compared to the use of
the most directly comparable GAAP financial measure and (iii) discuss the manner in which
management compensates for these limitations when using these non-GAAP financial measures.

     We will expand disclosures in future filings to specifically address each of the points
included in the answer to Question 8, including the specific items noted above.

Critical Accounting Policies, page 27

Allowance for Doubtful Accounts, page 27

    2.

    We note your disclosure on page 9 which indicates that approximately 25% of your
outstanding trade accounts receivable were more than 90 days past due. In light of this,
please enhance your critical accounting estimate discussion to clearly explain the factors
you consider when determining your allowance for doubtful accounts. Please also expand
your disclosure to discuss the typical amount of time it takes for your customers to pay
their invoices and if you charge any fees associated with these past due accounts.

     In future filings we will expand our disclosures to include the following
information:

    •

    We determine our allowance for doubtful accounts based on a detailed review of
outstanding receivable balances. Factors considered include the age of the
receivables, the payment history of the customer, the general financial condition
of the customer and any financial or operational leverage which we may have in a
particular situation.

    •

    The average age of our accounts receivable, which indicates the typical time it
takes for customers to make payment.

    •

    We typically do not charge fees on past due accounts, although we do reserve
the right to do so in most of our contractual arrangements with our customers.

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

Goodwill, page 28

    3.

    We note you have identified goodwill as a critical accounting policy. In order to
provide readers with a better insight into management’s judgments in accounting for
goodwill, please disclose the following:

    •

    A qualitative and quantitative description of the material assumptions used and
a sensitivity analysis of those assumptions based upon reasonable likely changes;
and

    •

    How the assumptions and methodologies used for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.

     We will expand our disclosures in future filings so as to identify the material assumptions
used such as expected future cash flows, terminal, or exit, values applied to future cash flows and
discount rates applied to those cash flows. The expanded disclosures will include the effect of
certain percentage changes in these factors. We further will identify any material changes in the
factors or the methodology applied.

Report of Independent Registered Public Accounting Firm on Financial statements, page F-2

Report of Independent Registered Public Accounting Firm on Internal Controls, page F-3

    4.

    Your independent registered public accounting firm’s audit reports indicate that
their audits were conducted “in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States)”. Please note however that paragraph 3
of Auditing Standard No. 1 states that auditors should conduct their audit “in accordance
with the standards of the Public Company Accounting Oversight Board (United States)”
regarding the auditing and related professional practice standards the engagement must be
performed in accordance with. Please request that your auditors revise their reports and
amend your filing to include those revised reports.

     Our independent registered public accounting firm, Hein & Associates LLP, has agreed to revise
the wording in future reports as indicated above.

Revenue Recognition of Leasing Arrangement, page F-8

    5.

    As indicated on page 5, we note that your customers are normally responsible for the
cost of shipping the equipment from and to your facilities. With reference to EITF
00-10-Accounting for Shipping and Handling Fees and Costs,

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

    clarify that you record the amounts billed to your customers as revenues and
disclose where you record the related expenses. If shipping costs or handling costs are
significant and are not included in cost of sales (that is, if those costs are accounted
for together or separately on other income statement line items), disclose both the
amount(s) of such costs and the line item(s) on the income statement that include them.

     In most situations, our customers pay shipping and handling costs directly to the shipping
agents so these amounts are not paid or received by us. We will modify future disclosures to
clarify this point. Any shipping costs paid by us and re-billed to our customers are not material.

    6.

    Your critical accounting policy discussion on page 27 refers to commission revenues.
Please expand your discussion of significant accounting policies to address the nature of
this revenue stream and your related accounting.

     One of our subsidiaries acts as a manufacturer’s representative for various original
equipment manufacturers (“OEM’s”) of oceanographic and hydrographic equipment. In most cases we
take title to the equipment and re-sell it to our customers. These transactions are accounted for
on a gross basis. In other transactions, the equipment is sold directly by the OEM to the customer
and we receive a percentage of the selling price as a commission. These amounts have not been
material in recent periods. Accordingly, in future filings we will revise our description of our
critical accounting policies to remove the reference to commission revenues.

Product Warranties

    7.

    You disclose on page 12 that you maintain accruals for product warranties. In future
filings, please provide the disclosures required by paragraphs 14a and 14b of FIN45.

     We will include these required disclosures in future filings to the extent such amounts are
material or will indicate that such amounts are not material.

Form 10-Q for the quarter ended October 31, 2008

Condensed Consolidated Statements of Cash Flows, page 3

    8.

    Please tell us the nature of your short term investments such that it is appropriate
to include the purchases of such investments within cash flows from financing activities.
Refer to paragraphs 15 and 18 of SFAS 95.

     These investments consist of term bank deposits with a maturity of more than 90 days. The term
deposits are collateral for performance bonds required to guaranty our

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

performance under a contract entered into by our Australian subsidiary. Although we do receive a
return on the invested funds, the primary purpose of the investment is to secure the contractual
obligations. Therefore, the nature of this transaction is primarily financing, rather than
investing.

Notes to the Consolidated Financial Statements

5. Balance Sheet — Prepaid expenses and other current assets — Insurance settlement
receivable, page 5

    9.

    We note that you have recognized $1.146 million insurance settlement receivable
related to estimated proceeds from the destruction of certain lease pool equipment. We
further note that your disclosure on page 16 refers to expected insurance proceeds.
Please confirm that these proceeds are probable or provide us your basis for recognizing
this receivable.

     We confirm that the receipt of the insurance proceeds was probable as of October 31, 2008.
Based upon the acknowledgment of coverage by the insurance carrier and discussions with the
carrier, we believed the receipt of proceeds in excess of this amount was probable as of that date.
Approximately $1.7 million in insurance proceeds were received in December 2008. However, only
estimated proceeds up to the net book value of the destroyed equipment were recorded as of October
31, 2008 so as to avoid recording a gain contingency.

6. Goodwill and Other Intangible Assets, page 6

    10.

    We note that 100% of your goodwill balance is allocated to the Seamap segment. Given
the deterioration in revenues and operating income for Seamap for the nine months ended
September 30, 2008, please tell us whether a triggering event has occurred such that you
were required to perform an impairment test pursuant to paragraph 28 of SFAS 142. If not,
please explain why not. If you have performed a recent impairment test, please provide us
with a summary of those results.

     We believe a triggering event has not occurred. Due to the nature of Seamap’s industry and
products, its revenues often fluctuate significantly from period to period. A decline in revenues
for the nine months ended October 31, 2008 as compared to the comparable period was expected and
is not indicative of a decline in general business levels. As disclosed in the 10-Q, Seamap’s
backlog as of October 31, 2008 was approximately $16.8 million, which is a near record level.

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

     Liquidity and Capital Resources, page 16

    11.

    Your disclosures are silent regarding compliance with your debt covenants. Please
clarify whether or not you were in compliance with your debt covenants as of September 30,
2008 and in future filings disclose your compliance with such covenants. For any material
debt covenants, please disclose the required ratios as well as the actual ratios as of
each reporting date. This will allow readers to understand how much cushion there is
between the required ratios and the actual ratios. Please show the specific computations
used to arrive at the actual ratios with corresponding reconciliations to US GAAP amounts,
if necessary. See Sections I.D. and IV.C of the SEC Interpretive Release No. 33-8350 and
Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13,
2003.

     We were in compliance with all debt covenants as of October 31, 2008. In future filings we
will disclose whether or not we are in compliance as of that date and will disclose the required
and actual ratios. As of October 31, 2008 and for the quarter then ended we had a debt to
shareholders’ ratio of 0.1:1.0, versus a maximum allowed ratio of 0.7:1.0, a ratio of current
assets to current liabilities of 2.4:1.0, versus a minimum required ratio of 1.25:1.0 and earnings
before interest, taxes, depreciation and amortization (EBITDA, as defined in the 10-Q) of
$6,790,000, versus a minimum required amount of $2,000,000.

     Should the Staff have any questions or comments, please contact the undersigned at
281.353.4475.

    Very truly yours,

MITCHAM INDUSTRIES, INC.

    By:
    /s/ Robert P. Capps

    Robert P. Capps

    Executive Vice President and Chief Financial
Officer

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

June 20, 2006

Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

Re: Mitcham Industries, Inc.
Form 10-K for the fiscal year ended January 31, 2005
Form 10-K for the fiscal year ended January 31, 2006
      File No. 0-25142

Dear Mr. Pugh:

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

      If you have any questions regarding these comments, please
direct them to Mindy Hooker, Staff Accountant, at (202) 551-3732,
Jeanne Baker, Assistant Chief Accountant, at (202)551-3691 or to
the
undersigned at (202) 551-3768.

Sincerely,

John Cash
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 8, 2006

Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

Re:	Mitcham Industries, Inc.
Form 10-K for the fiscal year ended January 31, 2006
      File No. 0-25142

Dear Mr. Pugh:

      We have reviewed your response to our letter dated June 6,
2006
and have the following comments.  We ask that you respond by June
22,
2006.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 9A. Controls and Procedures, page 26

II. Evaluation of Disclosure Controls and Procedures

We note your response to prior comment one.  Please revise your
disclosure to state, if true, that your principal executive
officer
and principal financial officer have concluded that your
disclosure
controls and procedures "are effective as of January 31, 2006 at
the
reasonable assurance level."

We note your belief that you do not have a material weakness in
internal controls and that your disclosure controls and procedures
are
effective as of January 31, 2006 at the reasonable assurance
level.
We recognize that management is in the best position to reach the
appropriate conclusions with regard to whether or not the control
deficiencies you identified should result in a conclusion that you
have a material weakness in your internal controls or that your
disclosure controls and procedures were not effective. However, we
believe you must revise your disclosures in the second paragraph
to
better clarify how you reached these conclusions.  Specifically,
revise your disclosures to clarify why, not withstanding each
restatement, you were able to reach your conclusions.  As you
indicated in your response, ensure that your revised disclosure
clarifies that your SAB 99 analysis related only to the
certificate of
deposit reclassification.

III. Changes in Internal Control over Financial Reporting

We note your response to prior comment five.  Revise your
disclosures
to provide the information you have presented in your response.

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      If you have any questions regarding these comments, please
direct them to Mindy Hooker, Staff Accountant, at (202) 551-3732,
Jeanne Baker, Assistant Chief Accountant, at (202)551-3691 or to
the
undersigned at (202) 551-3768.

Sincerely,

John Cash
Branch Chief
Mr. Michael Pugh
Mitcham Industries, Inc.
June 8, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

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THE EXPLORATION EQUIPMENT SUPPLIER TM

June 6, 2006

VIA EDGAR AND FACSIMILE

Ms. Nili Shah

Branch Manager

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

File No. 0-25142

Dear Ms. Shah:

     On May 23, 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”).

     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.

Item 9A. Controls and Procedures, page 26

II. Evaluation of Disclosure Controls and Procedures

     1. We note you that you concluded that your disclosure controls and procedures were
effective as of January 31, 2006 to “give reasonable assurance” Delete this phrase as it is not
contemplated within the definition of disclosure controls and procedures. In addition, your
definition of disclosure controls and procedures is incomplete. Please refer to Rules 13a-15(e)
and 15d-15(e) and revise your disclosures accordingly.

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 2 of 7

Response: The Company respectfully submits that the “give reasonable assurance”
language that was included in Item 9A of the Form 10-K filed on May 10, 2006 was included at
the direction of the SEC as provided in the comment letter dated January 10, 2006. However, we
have referred to Rules 13a-15(e) and 15d-15(e) and the Company will further revise its Item 9A
disclosure in future filings to provide the following:

As required by SEC Rule 13a-15(b), we have evaluated, under the supervision and with the
participation of our management, including our principal executive officer and principal
financial officer, the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
the end of the period covered by this report. Our disclosure controls and procedures are
designed to provide a reasonable assurance that the information required to be disclosed by
the Company in reports that it files under the Exchange Act is accumulated and communicated
to the Company’s management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosure
and is recorded, processed, summarized and reported within the time periods specified in
the rules and forms of the SEC. Our principal executive officer and principal financial
officer have concluded that our current disclosure controls and procedures were effective
as of January 31, 2006 to give reasonable assurance of achieving these objectives.

     2. It is unclear to us how you concluded that your disclosure controls and procedures were
effective as of January 31, 2006. Please reassess your conclusion in light of the following
comments.

     • We note that you were required to restate your consolidated statements of cash flows as
the result of three separate errors in the application of U.S. GAAP.

Response: The Company believes that the reclassifications that gave rise to the
restatement do not directly bear on the Company’s disclosure controls and procedures. In
particular, the Company believes in each case that its original classifications did not result
from a misapplication of U.S. GAAP; rather, the Company has reinterpreted SFAS 95 in the light
of new guidance from the Staff. The Company notes that disclosure controls and procedures as
defined under Rule 13a-15(e) mean controls and other procedures designed to ensure that
information required to be disclosed in SEC filings and reports is “recorded, processed,
summarized and reported” within the required time periods. As further discussed below, the
Company believes that the disclosure controls and procedures were adequate and effective, based
on its analysis and interpretation of SFAS 95 at the time and the information then available.
The information included in the filings was in fact timely recorded, processed, summarized and
reported. Furthermore, based on the

Page 3 of 7

analysis and interpretation of SFAS 95 then being employed, the information was recorded,
processed, summarized and reported accurately.

     • The errors were not identified until after your January 31, 2006 evaluation date.

Response: As discussed above, Company believes that no errors resulted from a
misapplication of U.S. GAAP; rather, the Company has reinterpreted SFAS 95 in the light of new
guidance from the Staff.

     • SAB 99 is not a mechanism for disposing of quantitatively material items. A matter is
“material” if there is a substantial likelihood that a reasonable person would consider it
important. Based on the quantitative impact that these errors had on your consolidated
statements of cash flow, it is unclear to us why a reasonable person would not consider your
restatements to be material.

Response: As discussed below, only the restatement of cash flows resulting from the
reclassification of certain certificates of deposit (“CDs”) was deemed to be immaterial. Our
reliance on the provisions of SAB 99 as a basis for our determination relates only to the
restatement of cash flows from the reclassification of the CDs. As stated previously, we
believe that the other changes to our consolidated statements of cash flow, although material,
do not directly bear on the Company’s disclosure controls and procedures.

     3. Please identify each control deficiency. In light of the above, please re-evaluate your
conclusion that”...the control deficiencies that resulted in the restatement of our
Consolidated Statements of Cash Flows do not represent a material weakness in our internal
control over financial reporting.” Please ensure that your evaluation is done with regard to
the each control deficiency both individually and in the aggregate.

Response: The Company identified three deficiencies that resulted in restatement of our
Consolidated Financial Statements, all of which related to our Consolidated Statements of Cash
Flows. We do not believe that the three deficiencies discussed below, constitute, individually
or in the aggregate, a material weakness in our internal controls over financial reporting.
This conclusion is based on the relative nature of each of the deficiencies and the
circumstances leading to such deficiencies.

     1. Cash Flows from Discontinued Operations. Historically, we presented cash flows from
discontinued operations as a single line item in the statements of cash

Page 4 of 7

flows and as a part of this presentation reconciled the change in cash and cash
equivalents from “income from continuing operations,” rather than from “net income.” Based on
our review of prevalent practice, we believed this practice to be widespread and consistent
with the intent of APB 30. Moreover, SFAS 95 is silent regarding any specific application to
discontinued operations. As a result of the Staff’s comments and in light of guidance provided
by the Staff at the national conference of the American Institute of Certified Public
Accountants (“AICPA”) in December 2005, the Company elected to modify its presentation of cash
flows from discontinued operations to reflect such cash flows within each of the three
categories of “operating activities,” “investing activities” and “financing activities.”
Furthermore, in conjunction with this change in the statements of cash flows we also modified
the presentation to reconcile changes in cash and cash equivalents from “net income,” rather
than “income from continuing operations”.

     As provided in the AICPA’s Center for Public Company Audit Firms’ Alert No. 90, “SEC Staff
Position Regarding Changes to the Statement of Cash Flows Relating to Discontinued Operations”
published on February 16, 2006 (“CPCAF Alert 90”), we understand that the Staff is allowing
companies to revise their classifications regarding cash flows relating to discontinued
operations in their next periodic report without referring to such amendments as a correction
of an error. Accordingly, in connection with the other revisions of our statements of cash
flow that are discussed below, we restated previous periods in the presentation of our Annual
Report on Form 10-K for the fiscal year ended January 31, 2006. Because this restatement
resulted from a reinterpretation of SFAS 95 in the light of new guidance from the Staff, we do
not consider this change to reflect a material weakness in our internal controls over financial
reporting.

     2. Proceeds from Sale of Lease Pool Equipment. In connection with the preparation of our
Annual Report on Form 10-K for our fiscal year ended January 31, 2005, we determined, in
consultation with our independent public accounting firm, that our presentation of the proceeds
from the sale of lease pool equipment as an operating activity was a more accurate presentation
of our cash flows. As mentioned in previous letters to the Staff, we acquire lease pool
equipment in order to lease such equipment over a long period of time, through a series of
short-term leases and from time to time sell such equipment. We believed that sales of
equipment out of our lease pool were more accurately reflected as operating activities as
opposed to investing activities because of the recurring nature of these sales transactions.
Furthermore, this presentation was consistent with the classification of these transactions in
our Consolidated Statements of Operations. For these reasons, we also believed this
presentation more clearly disclosed to the readers of our financial statements the operating
cash flows of the Company.

     However, in light of the Staff’s comments, we have modified our presentation of the
proceeds from the sale of lease pool equipment to reclassify it as an investing activity rather
than an operating activity. Inasmuch as this deficiency and related

Page 5 of 7

restatement resulted from differences in interpretations, we and our outside auditors do
not consider this to be a material weakness in our internal control over financial reporting.

     3. Determination of Cash and Cash Equivalents. For the second and third quarters of
fiscal 2006, we classified approximately $3,900,000 of certificates of deposits with maturities
of greater than three months as cash equivalents. These CDs were acquired to temporarily earn
interest until we needed the cash for our operations. Paragraph 8 of SFAS 95 provides that
generally (emphasis added) securities with a maturity greater than three months should not be
considered cash equivalents. However, paragraph 8 of SFAS 95 further states that the criteria
for cash equivalents are short-term, highly liquid investments that are both (a) readily
convertible into known amounts of cash and (b) present insignificant risk of changes in value
because of changes in interest rates. In this circumstance, the certificates could be redeemed
at any time with only a penalty in the form of a reduction in the interest that would otherwise
have been earned; therefore the principal amount of the investment was not at risk. Changes in
interest rates have no bearing on the value of the certificates of deposit. While we still
believe a good argument exists that the CDs are cash equivalents, upon further review of SFAS
95 in light of the other issues noted above, we determined to take a more conservative approach
and book all CDs with maturities of greater than three months as temporary investments in
accordance with paragraph 8 of SFAS 95. This change resulted in a revision of our statements
of cash flows for the six months ended July 31, 2005 and the nine months ended October 31, 2005
to reflect the purchase and redemption of certificates of deposit with maturities of more than
three months as investing activities. The change also resulted in a decrease in the net cash
provided from investing activities of $1,000,000 and a decrease in cash and cash equivalents of
$1,000,000 at the end of each of those periods.

     Given the (a) nature of the reclassification, (b) the amount involved (less than 8% of
cash and cash equivalent balances), (c) the determination that the principal amount invested
was not at risk, and (d) the likelihood that a reasonable investor would not view this change
as having significantly altered the total mix of information made available, we determined that
these changes were not material. We do not believe restatement of such amounts was required;
however, in light of the other restatements being made to the statements of cash flows, we
elected to include such restatements in our Annual Report on Form 10-K for the fiscal year
ended January 31, 2006. Accordingly, we determined that this deficiency did not constitute a
material weakness in our controls over financial reporting.

     4. Revise your disclosures accordingly.

Page 6 of 7

Response: To the extent the Staff believes additional disclosure is warranted in our
periodic reports, we will modify our disclosure accordingly.

III. Changes in Internal Control over Financial Reporting

     5. We note that during the quarter ended January 31, 2006 you “upgraded certain of the
Company’s information systems that [you] use to accumulate financial data used in financial
reporting.” We also note your disclosure that, “Other than ongoing modification to [your]
information systems following [your] system upgrade...there was no change in [your] system of
internal control over financial reporting...” It is not clear what you are attempting to convey
to readers. Revise your disclosures to clearly indicate whether or not there were changes in
your internal control over financial reporting that occurred during the quarter that materially
affected, or are reasonably likely to materially affect, your internal control over financial
reporting. Provide a comprehensive discussion regarding the nature of the upgrades to your
information systems. If any changes in your internal controls over financial reporting occurred
after January 31, 2006 as a result of the above referenced restatements, provide a detailed
discussion of such changes.

Response: During our quarter ended January 31, 2006, we installed the “Navision”
accounting system in our Australian subsidiary’s (SAP’s) office in Brisbane, Australia.
Previously, SAP had used another system to perform accounting and financial reporting
functions. We have determined to standardize all of our subsidiaries and locations on a common
accounting platform and have selected “Navision” as that common platform. We intend to
systematically migrate our other significant subsidiaries to the “Navision” system.

     The decision to standardize our accounting systems was not made in reaction to a weakness
in our system of internal controls and was not a result of the restatement of our Consolidated
Statements of Cash Flows. The installation of the common accounting systems has not, and is not
expected to, materially affect our internal control over financial reporting. However, we
believe that operating on a common accounting platform will provide significant efficiencies in
our operations and in our accounting systems. As our business expands and grows we believe
that common accounting systems will enhance our internal controls and will enable us to respond
effectively to changes in our business.

     The Company acknowledges that (a) the Company is responsible for the adequacy and accuracy of

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
May 23, 2006

Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

Re:	Mitcham Industries, Inc.
Form 10-K for the fiscal year ended January 31, 2006
      File No. 0-25142

Dear Mr. Pugh:

      We have reviewed your filings and have the following
comments.
We have limited our review to only disclosures concerning open
staff
comments from our previous review, restatement disclosures and
controls and procedures disclosures and will make no further
review of
your documents.  Where indicated, we think you should revise your
disclosures in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 9A. Controls and Procedures, page 26

II. Evaluation of Disclosure Controls and Procedures

1. We note you that you concluded that your disclosure controls
and
procedures were effective as of January 31, 2006 to "give
reasonable
assurance...."   Delete this phrase as it is not contemplated
within
the definition of disclosure controls and procedures.  In
addition,
your definition of disclosure controls and procedures is
incomplete.
Please refer to Rules 13a-15(e) and 15d-15(e) and revise your
disclosures accordingly.

2. It is unclear to us how you concluded that your disclosure
controls
and procedures were effective as of January 31, 2006.  Please
reassess
your conclusion in light of the following comments.

* We note that you were required to restate your consolidated
statements of cash flows as the result of three separate errors in
the
application of U.S. GAAP.
* The errors were not identified until after your January 31, 2006
evaluation date.
* SAB 99 is not a mechanism for disposing of quantitatively
material
items.  A matter is "material" if there is a substantial
likelihood
that a reasonable person would consider it important.   Based on
the
quantitative impact that these errors had on your consolidated
statements of cash flow, it is unclear to us why a reasonable
person
would not consider your restatements to be material.

3. Please identify each control deficiency.  In light of the
above,
please reevaluate your conclusion that "...the control
deficiencies
that resulted in the restatement of our Consolidated Statements of
Cash Flows do not represent a material weakness in our internal
control over financial reporting."  Please ensure that your
evaluation
is done with regard to the each control deficiency both
individually
and in the aggregate.

4. Revise your disclosures accordingly.

III. Changes in Internal Control over Financial Reporting

5. We note that during the quarter ended January 31, 2006 you
"upgraded certain of the Company`s information systems that [you]
use
to accumulate financial data used in financial reporting."  We
also
note your disclosure that, "Other than ongoing modification to
[your]
information systems following [your] system upgrade...there was no
change in [your] system of internal control over financial
reporting..."  It is not clear what you are attempting to convey
to
readers.  Revise your disclosures to clearly indicate whether or
not
there were changes in your internal control over financial
reporting
that occurred during the quarter that materially affected, or are
reasonably likely to materially affect, your internal control over
financial reporting.   Provide a comprehensive discussion
regarding
the nature of the upgrades to your information systems.   If any
changes in your internal controls over financial reporting
occurred
after January 31, 2006 as a result of the above referenced
restatements, provide a detailed discussion of such changes.

As appropriate, please amend your filing and respond to these
comments
within 10 business days or tell us when you will provide us with a
response.  Please provide us with a supplemental response letter
that
keys your responses to our comments and provides any requested
supplemental information.  Detailed letters greatly facilitate our
review.  Please file your supplemental response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities and
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732, Jeanne
Baker,
Assistant Chief Accountant, at (202)551-3691 or to the undersigned
at
(202) 551-3255.

Sincerely,

Nili Shah
Branch Chief
Mr. Michael Pugh
Mitcham Industries, Inc.
May 23, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
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THE EXPLORATION EQUIPMENT SUPPLIER TM

May 9, 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

File No. 0-25142

Dear Mr. Cash:

     On April 25, 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”).

     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.

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

Statement of Consolidated Cash Flows

Lease pool equipment and new equipment sales

    1.

    We have reviewed the comparison of summarized annual consolidated statements of cash
flows, original vs. restated as well as the additional information sent to us via
facsimile on April 25, 2006. As of the date of this letter, we are awaiting further
information regarding your 2004 and 2005 restated amounts. In light of your request that
we assist you in meeting your filing timetable for your 2006 Form 10-K we will separately
address any additional concerns or comments we may have on your 2004 and 2005 restated
amounts once you have provided us with the requested additional information.

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 2 of 3

Response: The Company has supplementally provided to the Staff the additional information
regarding its 2004 and 2005 restated amounts.

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

    2.

    Based on your response to prior comment three we have the following additional
comments:

    •

    We note your policy regarding the removal of assets that are fully depreciated from
your books is, “if an asset is fully depreciated and is still expected to generate
revenue, then the asset will remain on [your] books. However, if a fully depreciated
asset is not expected to have any revenue generating capacity, then [you] will remove
the asset from [your] books,” We also note that you are “unable to determine whether a
particular asset is generating revenues.” We assume therefore that your policy
regarding the removal of assets that are fully depreciated from your books is done at
the “major category” of assets level rather than at an individual asset level. Please
ensure your stated policy in future filings is clear. Also, please expand your policy
to discuss when and how you assess your lease pool assets to determine whether your
fully depreciated assets are still generating revenue.

Response: The Company will ensure that its stated policy regarding the removal of assets
that are fully depreciated from its books is clear in future filings. The Company will
also expand its policy to discuss when and how the Company assesses its lease pool assets
to determine whether its fully depreciated assets are still generating revenue.

    •

    We note that at January 31, 2005 you had $24.3 million of assets on your books
which were fully depreciated. We assume that you will revise your January 31, 2005
balance sheet to comply with your stated policy regarding the removal of assets that
are fully depreciated but not expected to have any revenue generating capacity.

Response: The $24.3 million in assets on our books at January 31, 2005 consists of assets
that are fully depreciated and are expected to have revenue generating capacity. Any
assets that are fully depreciated but not expected to have any revenue generating capacity
have previously been removed from and are not reflected on our balance sheet.

Page 3 of 3

    •

    Expand Management’s Discussion and Analysis to quantify the amount of gross assets
which were fully depreciated but still generating revenue at January 31, 2005 and
January 31, 2006. We believe that this disclosure will enhance an investors
understanding of your results of operations as well as your liquidity.

Response: We will expand Management’s Discussion and Analysis to disclose that at January
31, 2005 and January 31, 2006, approximately $24.3 and $41.1 million, respectively, of our
lease pool assets were fully depreciated but still expected to generate revenue.

    •

    We note that you have recorded an impairment charge relating to your lease pool in
fiscal 2006. In your disclosure regarding this impairment, please ensure that you
identify the nature of the asset impaired (the major category of assets impaired) and
you include all of the disclosures required by paragraph 26 of SFAS 144.

Response: Of the $0.6 million impairment charge relating to our lease pool in fiscal 2006,
$0.4 million was attributable to land systems, cables, geophones and land peripherals, $0.1
million was impaired in marine and other equipment, and $0.1 million for slow moving and
obsolete lease pool inventory. We will include this disclosure in our 2006 Form 10-K and
will also include therein all of the disclosures required by paragraph 26 of SFAS 144.

Should the Staff have any questions or comments, please contact the undersigned at
281.353.4475 or Michael A. Pugh, Chief Financial Officer of Mitcham Industries, Inc. at the
same number.

    Very truly yours,

MITCHAM INDUSTRIES, INC.

    By:
    /s/ Billy F. Mitcham, Jr.

    Billy F. Mitcham, Jr.

    President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

April 25, 2006

Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

Re: Mitcham Industries, Inc.
Form 10-K for the fiscal year ended January 31, 2005
File No. 0-25142

Dear Mr. Pugh:

We have reviewed your response to our lette r dated April 6, 2006 and have the following
comments.  We ask that you respond by May 9, 2006.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Statement of Consolidated Cash Flows
Lease pool equipment and new equipment sales

1. We have reviewed the comparison of summarized  annual consolidated statements of cash
flows, original vs. restated as well as the a dditional information sent to us via facsimile
on April 25, 2006.  As of the date of this le tter, we are awaiting further information
regarding your 2004 and 2005 restated amounts.  In light of your request that we assist
you in meeting your filing timetable for your 2006 Form 10-K we will separately address
any additional concerns or  comments we may have on your 2004 and 2005 restated
amounts once you have provided us with the requested additional information.

Mr. Michael Pugh
Mitcham Industries, Inc.
April 25, 2006
Page 2
Note 1 – Organization and Summary of Signifi cant Accounting Policies – Seismic Equipment
Lease Pool, page F-8

2. Based on your response to prior comment three we have the following additional
comments:

• We note your policy regarding the removal of a ssets that are fully depreciated from your
books is, “if an asset is fully depreciated and is still expected to generate revenue, then
the asset will remain on [your] books.  However, if a fully depreciated asset is not expected to have any revenue generating capac ity, then [you] will re move the asset from
[your] books.”  We also note that you are “unable to determine whether a particular asset is generating revenues.”  We assume theref ore that your policy regarding the removal of
assets that are fully depreciated from your books  is done at the “major category” of assets
level rather than at an individual asset level.  Please ensure your stated policy in future
filings is clear.  Also, please expand your  policy to discuss when and how you assess
your lease pool assets to determine whether your fully de preciated assets are still
generating revenue.

• We note that at January 31, 2005 you had $24.3 million of assets on your books which
were fully depreciated.  We assume that you will revise your January 31, 2005 balance
sheet to comply with your stated policy rega rding the removal of assets that are fully
depreciated but not expected to have any revenue generating capacity.

• Expand Management’s Discussion and Analysis  to quantify the amount of gross assets
which were fully depreciated but still generating revenue at  January 31, 2005 and January
31, 2006.  We believe that this disclosure will enhance an investors understanding of your results of operations as we ll as your liquidity.

• We note that you have recorded an impairment charge relating to your lease pool in fiscal 2006.  In your disclosure regarding this impair ment, please ensure that you identify the
nature of the asset impaired (the major categor y of assets impaired) and you include all of
the disclosures required by paragraph 26 of SFAS 144.

Please respond to these comments within 10 business days, or tell us when you will
provide us with a response.  Pl ease provide us with a supplementa l response letter that keys your
responses to our comments and provides any re quested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your supplemental response on EDGAR as a
correspondence file.  Please understand that we may have additional comments after reviewing
your responses to our comments.

Mr. Michael Pugh
Mitcham Industries, Inc.
April 25, 2006
Page 3
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551-3732, Jeanne Baker, A ssistant Chief Accountant, at
(202) 551-3691 or to the unde rsigned at (202) 551-3768.

Sincerely,

John Cash
Branch Chief

CORRESP
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April 21, 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

    File No. 0-25142

Dear Mr. Cash:

     On April 6, 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”).

     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.

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

Statement of Consolidated Cash Flows

Lease pool equipment and new equipment sales

    1.

    In response to our prior comment one you indicate that beginning with the 2006 Form
10-K you will classify cash received from the sale of used lease pool equipment as an
investing activity and you will reflect the gross profit from the sale of lease pool
equipment as a reduction of income from operations and the cash recipes [sic] from the
sale of lease pool equipment as investing activities in the statement of cash flows for
all periods presented. Please provide us with an analysis of the impact of these
corrections on the cash flow statement for all periods presented in your 2006 Form 10-K as
well

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 2 of 8

    as for fiscal year 2003. Also, provide your analysis for your fiscal year 2006 quarterly
reports.

    Response: The following tables reflect the impact of our corrections to the cash flow
statement for fiscal year 2003, for all periods presented in our 2006 Form 10-K, and for
our fiscal year 2006 quarterly reports.

Comparison of Summarized Annual Consolidated Statements of Cash Flows, original vs.

restated (Amounts in 000’s)

    2003

    2003

    2004

    2004

    2005

    2005

    Original

    Restated

    Original

    Restated

    Original

    Restated

    Net cash provided
by (used in)
operating
activities

    3,377

    (3,196
    )

    9,925

    1,266

    17,041

    10,472

    Net cash provided
by (used in)
investing
activities

    (4,754
    )

    (16
    )

    (3,635
    )

    2,524

    (6,045
    )

    512

    Cash, end of year

    5,137

    5,137

    6,834

    6,834

    13,138

    13,138

Comparison of Summarized Quarterly Consolidated Statements of Cash Flows fiscal 2006

(Amounts in 000’s)

    Q1 ’06

    Q1 ’06

    Q2 ’06

    Q2 ’06

    Q3 ’06

    Q3 ’06

    Original

    Restated

    Original

    Restated

    Original

    Restated

    Net cash provided
by operating
activities

    819

    39

    5,961

    4,505

    8,059

    5,771

    Net cash provided
by (used in)
investing
activities

    (1,191
    )

    (386
    )

    (4,869
    )

    (3,192
    )

    (6,177
    )

    (3,677
    )

    Cash, end of period

    12,229

    12,229

    13,807

    13,807

    15,196

    15,196

    2.

    If such above restatements are material, we remind you of the following:

    •

    An explanatory paragraph in the audit opinion must be presented,

    •

    Fully comply with SFAS 154, paragraphs 25 and 26.

    •

    Ensure your Item 9A disclosures includes the following:

    •

    A discussion of the restatement and the facts and circumstances
surrounding it,

    •

    How the restatement impacted the CEO and CFO’s original conclusions regarding the effectiveness of the their disclosure controls and procedures,
Address any changes to internal controls over financial reporting, and

Page 3 of 8

    Address any anticipated changes to disclosure controls and procedures and/or

    •

    internal controls over financial reporting to prevent future
misstatements of a

    •

    similar nature

    Response: We acknowledge the Staff’s comments and will draft the disclosure in our 2006
Form 10-K accordingly.

Note 1 — Organization and Summary of Significant Accounting Policies — Seismic Equipment Lease Pool, page F-8

    3.

    We note your response to prior comment three. Based on your response it appears that
you have been able to create a program which will allow you to determine the amount of
lease pool assets that were fully depreciated at January 31, 2005. Please tell us the
amount of lease pool assets that were fully depreciated at January 31, 2005 and
additionally, please tell us what your policy will be regarding the removal of assets
which are fully depreciated from your books. Specifically address how you will identify
those assets which are fully depreciated but still generating lease revenues. In this
regard, we assume that those assets should not be removed from your books.

    Response:

    (a)

    The amount of lease pool assets that were fully depreciated and carried on
our books at January 31, 2005 was approximately $24.3 million.

    (b)

    Our policy regarding the removal of assets that are fully depreciated from
our books is the following: if an asset is fully depreciated and is still expected to
generate revenue, then the asset will remain on our books. However, if a fully
depreciated asset is not expected to have any future revenue generating capacity, then
we will remove the asset from our books.

    (c)

    As described in our previous response letters to the Staff, the Company’s
fixed asset ledger of lease pool equipment is not integrated with our lease revenue
system. Therefore, we are unable to determine whether a particular asset is
generating revenues. We identify on a class basis, but not on an individual asset
basis, those assets which are fully depreciated. However, from time to time, we
review the Company’s lease pool, using budgetary and forecast information, including
our assessment of customer demand, to determine the revenue generating capacity of a
particular class of our assets.

Page 4 of 8

    For example, seismic recording channels are one type of the Company’s assets. The
Company has over 40,000 seismic recording channels, comprised of four models that are
each identified by a particular model name and/or number. We have approximately 6,000
of the “MRX” model of seismic recording channels. Each of the 6,000 individual “MRX”
seismic recording channels is interchangeable with another “MRX” model. Accordingly,
if we believe that due to technological obsolescence or lack of customer demand we
would no longer be able to lease or sell all of our “MRX” channel boxes, then
we would remove all of the “MRX” channel boxes from our books or reduce the carrying of
the lease pool asset to estimated net realizable value based on expected future cash
flows. However, if fully depreciated assets continue to be in demand for rental or for
sale, we will leave them on our books.

    Our review of the Company’s lease pool for fiscal 2006 gave rise to an impairment
charge of $617,000 in 2006, which represented the net book value of the equipment
removed from our books plus the amount by which the carrying value of selected lease
pools assets was reduced due to concerns about realization. Based on our current and
historical reviews of our lease pool assets for revenue generating capacity, we do not
believe that any material amounts of lease pool assets, whether fully depreciated or
not, are included in our lease pool or that the carrying value of any of our lease pool
assets materially exceed their net realizable value, either individually or in the
aggregate. Our notes to financial statements for fiscal 2006 will be expanded to more
fully address our policy of removing fully depreciated lease pool equipment from our
lease pool. Our critical accounting policies section of Management’s Discussion and
Analysis in our 2006 Form 10-K will be expanded to disclose the manner in which we
review our lease pool for impairment. Through a combination of the reviews discussed
above and the sale of lease pool equipment over time, lease pool assets have been
regularly removed from the lease pool or the net carrying value of the lease pool has
been reduced through impairment charges.

    4.

    As indicated in Note 8 — Seismic Equipment Lease Pool, Property and Equipment, we
note that your gross seismic equipment lease pool decreased $10,027,000 from January 31,
2004 to January 31, 2005. In addition, we note from your Consolidated Statements of Cash
Flows that you purchased $5,668,000 of seismic equipment held for lease during the year
ended January 31, 2005. We also note from Note 4 — Supplemental Statements of Cash Flows
that you acquired $685,000 of seismic equipment in exchange for cancellation of accounts
receivable. Based on the fact that you have not historically removed fully depreciated
equipment from your book and given the information noted above, we assume that the gross
book value of lease pool equipment sold related to the $1,944,000 net book value of lease
pool

Page 5 of 8

    equipment sold during the year ended January 31, 2005 was $16,380,000. Please confirm our
understanding.

    Response: We confirm your understanding as described in comment 4.

    5.

    We reviewed your proposed disclosures for your critical accounting policies regarding
your long-lived assets. Please provide additional information regarding management’s
specific estimates and assumptions underlying your accounting for your long-term assets so
that your readers can more fully understand your bases for establishing the useful lives
of these assets. In addition, please also provide additional information regarding
management’s specific estimates and assumptions underlying your SFAS 144 impairment
assessment at each reporting date. In this regard, we note that depreciation continues
each month until the equipment is fully depreciated “... whether the equipment is actually
in use during that period.” Specifically address how you determine whether the assets not
currently under lease are impaired.

Response: We will include the following or similar disclosure in the notes to financial
statements for fiscal 2006 and in critical accounting policies in our Form 10-K for 2006:

    (a)

    The estimated useful lives for rental equipment are based on the Company’s
experience as to the economic useful life of its products. We review and consider
industry trends in determining the appropriate useful life for our lease pool
equipment, including technological obsolescence, market demand and actual historical
useful service life of our lease pool equipment. Additionally, to the extent
information is publicly available, the Company also compares its depreciation policies
to other companies with similar rental products for reasonableness.

    Seismic equipment held for lease consists primarily of recording channels and
peripheral equipment and is carried at cost, net of accumulated depreciation.
Depreciation is computed on the straight-line method over the estimated useful lives of
the equipment, which is five years for channel boxes and 2 — 10 years for other
peripheral equipment. As this equipment is subject to technological obsolescence and
wear and tear, no salvage value is assigned to it. Should equipment remain in
acceptable condition and still meet acceptable technical standards, the Company will
continue to lease the equipment after it has been fully depreciated. This fully
depreciated equipment is not removed from the lease pool.

    When we purchase new equipment for our lease pool, we begin to depreciate it upon its
first use and depreciation continues each month until the equipment is fully
depreciated, whether the equipment is actually in use during that entire time period.

Page 6 of 8

    (b)

    In accordance with FAS 144, the Company performs a review of its lease pool
assets for potential impairment when events or changes in circumstances indicate that
the carrying amount may not be fully recoverable. We review all major categories of
assets (not necessarily each individual asset) in our consolidated lease pool with
remaining net book value to ascertain whether or not we believe that a particular
asset group will generate sufficient cash flow over their remaining life to recover
the remaining carrying value of those assets.

    (c)

    Please refer to our response to comment number 3 for the method we employ to
ascertain whether lease pool assets not under lease are impaired.

Note 1 — Organization and Summary of Significant Accounting Policies Income Taxes, page F-8

    6.

    We have reviewed your response to prior comment four. We note that you intend to
maintain the recorded valuation allowances until sufficient positive evidence exists to
support a reversal of the tax valuation allowances. Please provide us with your enhanced
disclosures which should include a discussion of the specific positive and negative
indicators which you analyzed in order to determine the 2006 valuation allowance.

Response: Beginning with our 2006 Form 10-K, we will expand Management’s Discussion and
Analysis to address the positive and the negative evidence that lead us to increase or decrease
the remaining valuation allowance associated with our deferred tax assets by including the
following or similar disclosure:

Deferred tax assets and liabilities are determined based on temporary differences between
income and expenses reported for financial reporting and tax reporting. We have assessed, using
all available positive and negative evidence, the likelihood that the deferred tax assets will
be recovered from future taxable income.

Under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, an
enterprise must use judgment in considering the relative impact of negative and positive
evidence. The weight given to the potential effect of negative and positive evidence should be
commensurate with the extent to which it can be objectively verified. The more negative
evidence that exists (a) the more positive evidence is necessary and (b) the more difficult it
is to support a conclusion that a valuation allowance is not needed for some portion or all of
the deferred tax asset. Among the more significant types of evidence that we consider are:

    •

    taxable income projections in future years;

    •

    whether the carryforward period is so brief that it would limit realization of
tax benefits;

Page 7 of 8

    •

    future sales and operating cost projections that will produce more than enough
taxable income to realize the deferred tax asset based on existing sales prices
and cost structures; and

    •

    our earnings history exclusive of the loss that created the future deductible
amount coupled with evidence indicating that the loss is an aberration rather than
a continuing condition.

We intend to maintain the recorded valuation allowances until sufficient positive evidence
exists to support a reversal of the tax valuation allowances. In determining the 2006
valuation allowance, we considered the following positive indicators:

    •

    the current level of worldwide oil and gas exploration activities resulting
from historically high prices for oil and natural gas;

    •

    increasing world demand for oil;

    •

    our anticipated positive income in certain jurisdictions; and

    •

    our existing customer relationships.

We also considered the following negative indicators:

    •

    the risk of the world oil supply increasing, thereby depressing the price of
oil and natural gas;

    •

    the risk of decreased global demand for oil; and

    •

    the potential for increased competition

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
April 6, 2006

Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

Re:	Mitcham Industries, Inc.
Form 10-K for the fiscal year ended January 31, 2005
      File No. 0-25142

Dear Mr. Pugh:

      We have reviewed your response to our letter dated February
28,
2006 and have the following comments.  We ask that you respond by
April 20, 2006.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Statement of Consolidated Cash Flows
Lease pool equipment and new equipment sales

1. In response to our prior comment one you indicate that
beginning
with the 2006 Form10-K you will classify cash received from the
sale
of used lease pool equipment as an investing activity and you will
reflect the gross profit from the sale of lease pool equipment as
a
reduction of income from operations and the cash recipes from the
sale
of lease pool equipment as investing activities in the statement
of
cash flows for all periods presented.  Please provide us with an
analysis of the impact of these corrections on the cash flow
statement
for all periods presented in your 2006 Form 10-K as well as for
fiscal
year 2003.  Also, provide your analysis for your fiscal year 2006
quarterly reports.
2.
If such above restatements are material, we remind you of the
following:
* An explanatory paragraph in the audit opinion must be presented,
* Fully comply with SFAS 154, paragraphs 25 and 26,
* Ensure your Item 9A disclosures includes the following:
o A discussion of the restatement and the facts and circumstances
surrounding it,
o How the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of the their disclosure controls and
procedures,
o Address any changes to internal controls over financial
reporting,
and
o Address any anticipated changes to disclosure controls and
procedures and/or internal controls over financial reporting to
prevent future misstatements of a similar nature.

Note 1 - Organization and Summary of Significant Accounting
Policies -
Seismic Equipment Lease Pool, page F-8

3. We note your response to prior comment three.  Based on your
response it appears that you have been able to create a program
which
will allow you to determine the amount of lease pool assets that
were
fully depreciated at January 31, 2005.  Please tell us the amount
of
lease pool assets that were fully depreciated as of January 31,
2005
and additionally, please tell us what your policy will be
regarding
the removal of assets which are fully depreciated from your books.
Specifically address how you will identify those assets which are
fully depreciated but still generating lease revenues.  In this
regard, we assume that those assets should not be removed from
your
books.

4. As indicated in Note 8 - Seismic Equipment Lease Pool, Property
and
Equipment, we note that your gross seismic equipment lease pool
decreased $10,027,000 from January 31, 2004 to January 31, 2005.
In
addition, we note from your Consolidated Statements of Cash Flows
that
you purchased $5,668,000 of seismic equipment held for lease
during
the year ended January 31, 2005.  We also note from Note 4 -
Supplemental Statements of Cash Flows that you acquired $685,000
of
seismic equipment in exchange for cancellation of accounts
receivable.
Based on the fact that you have not historically removed fully
depreciated equipment from your book and given the information
noted
above, we assume that the gross book value of lease pool equipment
sold related to the $1,944,000 net book value of lease pool
equipment
sold during the year ended January 31, 2005 was $16,380,000.
Please
confirm our understanding.
5.
We reviewed your proposed disclosures for your critical accounting
policies regarding your long-lived assets.  Please provide
additional
information regarding management`s specific estimates and
assumptions
underlying your accounting for your long-term assets so that your
readers can more fully understand your bases for establishing the
useful lives of these assets.  In addition, please also provide
additional information regarding management`s specific estimates
and
assumptions underlying your SFAS 144 impairment assessment at each
reporting date.   In this regard, we note that depreciation
continues
each month until the equipment is fully depreciated "...whether
the
equipment is actually in use during that period."  Specifically
address how you determine whether the assets not currently under
lease
are impaired.

Note 1 - Organization and Summary of Significant Accounting
Policies
Income Taxes, page F-8

6. We have reviewed your response to prior comment four.  We note
that
you intend to maintain the recorded valuation allowances until
sufficient positive evidence exists to support a reversal of the
tax
valuation allowances.  Please provide us with your enhanced
disclosures which should include a discussion of the specific
positive
and negative indicators which you analyzed in order to determine
the
2006 valuation allowance.

Additional Comments

7. We have reviewed your response to prior comment five.  It
remains
unclear to us how you will address utilization trends when you do
not
compute utilization rates for your equipment lease pool.  Please
provide us with your expanded disclosure which addresses how you
determine utilization rates and trends and how that information is
assessed with respect to your business.

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      If you have any questions regarding these comments, please
direct them to Mindy Hooker, Staff Accountant, at (202) 551-3732,
Jeanne Baker, Assistant Chief Accountant, at (202)551-3691 or to
the
undersigned at (202) 551-3768.

Sincerely,

John Cash
Branch Chief
Mr. Michael Pugh
Mitcham Industries, Inc.
April 6, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
February 28, 2006

Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

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. Pugh:

      We have reviewed your response to our letter dated January
10,
2006 and have the following comments.  We ask that you respond by
March 14, 2006.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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.
* 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?
* 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
asset
ledger for lease pool equipment to attempt to isolate the sales of
new
equipment from those of used equipment.
* 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.
* 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 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.
* 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.

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.

Note 1 - 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?
* Tell us supplementally and expand your accounting policy to
clarify
when fully depreciated seismic equipment lease pool assets are
removed
from your books.  If you are not able to track lease revenues on a
per
item basis, how are you able to appropriately determine when to
remove
fully depreciated equipment from your books?
* Given the fact that "the Company has not historically tracked
individual assets that have been leased" please explain to us how
you
have determined that you are depreciating these assets over their
useful lives.  Your response indicates that "industry trends" do
not
warrant an increase in the depreciable lives of the equipment in
your
lease pool.  Do you only look to industry trends when determining
the
appropriate depreciable lives for your equipment lease pool?  What
is
the average total period of time your channel boxes and other
peripheral equipment are under lease?  Are these periods longer
than
that suggested by the industry trends you use to assess the
appropriateness of the useful lives of your lease pool?  If so,
please
explain.
* Based on the significant impact the depreciation of your
equipment
lease pool can have on your results of operations, it appears
necessary for you to identify this management estimate as a
critical
accounting policy.  Please provide us with your proposed
disclosures.

Lease Pool, page F-8

4. We note your response to prior comment 12 and have the
following
additional comments.

* As previously noted, your discussion within Critical Accounting
Policies indicated that the company "...is not assured that their
net
deferred tax assets will be realized...".  We asked you to confirm
that an assessment of your deferred tax assets in accordance with
paragraph 17c of SFAS 109 would not change the valuation allowance
you
have recorded as of each balance sheet date presented.  That is,
did
you appropriately reduce your deferred tax assets by a valuation
allowance for the portion of your deferred tax assets, which based
on
the weight of available evidence, is "more likely than not (a
likelihood of 50 percent) will not be realized?"
* As previously requested, expand Management`s Discussion and
Analysis
to address the positive and negative available evidence that led
you
to conclude that a valuation allowance was necessary to reduce
your
deferred tax assets to zero.  Refer to paragraphs 21 through 24 of
SFAS 109.

Additional Comments

Based on your overall response to our prior comment letter, we
have
the following additional comments:

5. We note that your equipment leasing revenues have increased 66%
from 2003 to 2004 and 24% from 2004 to 2005.  Please tell us
supplementally and expand your disclosures to discuss the
utilization
rates for your equipment lease pool for each period presented as
well
as the underlying reasons for the changes in these rates.  In
addition, discuss the impact the changes in these rates had on
changes
in your revenues recognized from period to period.

6. We also note that your depreciation decreased 7% from 2003 to
2004
and 23% from 2004 to 2005.  Given the fact that depreciation is
the
most significant expense related to your leasing revenues, your
current disclosures within the Costs and Expenses section of your
MD&A
regarding depreciation expense is not sufficient enough to provide
your investors with a comprehensive understanding of these
significant
fluctuations and the impact they have had on your business.
Please
provide enhanced disclosures explaining why depreciation expense
has
continued to decrease even in light of the significant increase in
your leasing revenues.  In this regard, we note from one of your
responses that the cost basis of your equipment has been declining
due
to quantity purchase arrangements.  Have there been any other
reasons
for the decrease in the cost basis for your equipment?  Is the
market
price of the equipment declining?  If so, indicate if this
decrease in
the cost of leasing equipment could have any impact on the amount
of
leasing revenue you will be able to generate from that equipment.
7. Revise your statements of operations to include in direct costs
--
seismic leasing the appropriate portion of your depreciation
expense
associated with your seismic equipment lease pool.  Alternatively,
parenthetically include in direct costs -- seismic leasing line
item
on the face of your statements of operations, the amount of
depreciation expense excluded from such line item, which is
included
in depreciation and amortization.  Refer to SAB Topic 11:B.

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

Note 3 - Acquisitions, page 6

8. We note your response to prior comment 14.  We note that upon
the
completion of your valuation study on the intangible assets
acquired,
you will make an appropriate allocation from goodwill to the
intangible assets acquired.  It was fully clear from your
disclosures
that the purchase price had not been finalized.  Please confirm
that
if your final purchase price allocation results in a significant
portion of the purchase price being allocated to goodwill that you
will provide a description of the factors that contributed to the
goodwill being recorded.

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      If you have any questions regarding these comments, please
direct them to Mindy Hooker, Staff Accountant, at (202) 551-3732,
Jeanne Baker, Assistant Chief Accountant, at (202)551-3691 or to
the
undersigned at (202) 551-3768.

Sincerely,

John Cash
Branch Chief
??

??

??

??

Mr. Michael Pugh
Mitcham Industries, Inc.
February 28, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

January 31, 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 January 10, 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 this response letter, 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
each comment of the Staff exactly as given in the Staff’s comment letter.

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

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

Management’s Discussion and Analysis — Revenues, page 14

    1.

    Separately quantify new seismic equipment sales and sales of depreciated
seismic equipment being sold from your lease pool. Also quantify the related cost of
goods sold associated with these sales. In this regard, we note you [sic] disclosure
that gross margins can be significantly impacted by the mix of sales revenue between
new versus depreciated equipment. Expand your disclosure to clarify why gross margins
are significantly different between new versus depreciated equipment.

Response: The Company has not historically differentiated equipment sales as new
equipment versus used equipment. The Company’s fixed asset ledger of lease pool equipment
has historically been maintained in an excel spreadsheet, which contains tens of thousands
of pieces of equipment. As a consequence, it would take an extraordinary amount of time
and resources to review the information and attempt to isolate the sales of new equipment
from those of used equipment and the related cost of goods sold associated with those
sales. Finally, the Company could not guarantee the accuracy of any information that the
Company could compile from such a review, in light of the manual manner in which the data
was input.

Sales of new equipment will typically have gross margins of 10 to 25%. The gross margins
on used equipment, on the other hand, will vary widely depending on the level of
depreciation for each item at the time of sale. The Company will expand its disclosure to explain these
differences in gross margins between new versus used equipment beginning with the 2006
10-K. In addition, beginning in the 2006 10-K, the Company will report Seamap
International Holdings Pte Ltd, one of the Company’s subsidiaries as a separate segment.
Seamap, which was acquired on July 12, 2005, derives substantially all of its revenues from sales of new equipment.

    2.

    Disclose the business decisions management considers with regard [sic]
selling depreciated equipment to customers versus holding such assets for lease.

Response: Our primary source of revenues is derived from short-term leasing of
seismic equipment. However, management periodically decides to sell depreciated equipment
to customers rather than holding such assets for lease. In making that determination,
management considers the type and age of equipment and whether the equipment can be
replaced with a newer model at a reasonable cost. Such sales allow the Company to upgrade
its equipment lease pool with newer equipment models. From time to time, management will
also decide to sell starter units to customers in hopes of attracting repeat business in
the future that might include those customers purchasing or renting additional equipment
from

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

us. Occasionally, the Company will sell equipment to customers who have leased equipment
from the Company for an extended period of time and who desire to purchase the equipment
that they have been leasing. Management also considers the level of equipment inventory
and balances the potential benefits of selling used equipment with the need to maintain an
inventory level that will allow the Company to meet customer demands. The Company will
expand its disclosure to explain the business decisions management considers with regard to
selling depreciated equipment to customers beginning with the 2006 10-K.

Management’s Discussion and Analysis — Liquidity, page 15

    3.

    We note that you have had significant equipment sales during the last three
fiscal years and that these sales have had a significant impact on your operating
income. In this regard, we also note that your seismic equipment lease pool has
decreased significantly. Expand your discussion of liquidity to adequately address
how this decrease in your seismic equipment lease pool will impact your ability to
generate equipment leasing revenues in future periods. Address whether you will have
to invest in significant amounts of seismic equipment in the near term to sustain
equipment leasing revenue growth.

Response: The Company has been able to purchase new equipment for our lease pool
at lower prices in recent years through volume purchasing discounts, which has allowed the
Company to maintain a constant level of equipment at a lower unit cost. We do not anticipate
that we will need to purchase more equipment than we would customarily purchase in order to
sustain equipment leasing revenue growth; however, we may purchase additional equipment
should favorable economic factors continue to exist. The Company will clarify these
matters in its discussion of liquidity in its 2006 10-K.

    4.

    Provide a comprehensive discussion of your cash flows from operating
activities for each period presented. Specifically address the reasons for your
significant increase in cash flows from operations. This discussion should be made in
light of our comment below regarding discontinued operations.

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 that has affected our cash flows is 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. The Company will specifically address these and any other reasons for
increases in cash flows from operations in its 2006 10-K.

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

Item 9A — Controls and Procedures, page 18

    5.

    We note your disclosure that your “principal executive officer and principal
financial officer have concluded that your current disclosure controls and procedures
are effective to timely alert them to material information regarding the Company that
is required to be included in your periodic reports filed with the SEC.” Revise to
clarify, if true, that your officers concluded that your disclosure controls and
procedures are also effective to give reasonable assurance that the information
required to be disclosed by the Company in reports that it files under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC. Alternatively, you may simply state that your
principal executive officer and principal financial officer have concluded that your
current disclosure controls and procedures are effective.

Response: Our principal executive officer and principal financial officer have
concluded that our disclosure controls and procedures are effective to give reasonable
assurance that the information required to be disclosed by the Company in reports that it
files under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Commission. The Company will clarify
its Item 9A disclosure in future filings to provide this disclosure.

Consolidated Statements of Cash Flows, F-6

    6.

    We note that cash flows relating to discontinued operations are not required
to be set out separately in the statement of cash flows. However, whether or not cash
flows from discontinued operations are set out separately, the reconciliation of net
income to net cash flows from operations must begin with net income, as required by
paragraphs 28 and 29 of Statement 95. Please revise your statements of cash flows
accordingly.

Response: The Company will revise its statement of cash flows to begin the
reconciliation of net income to net cash flows from operations with net income and we will
no longer disclose discontinued operations separately in the cash flow statement.

    7.

    Tell us and revise to clarify what the net book value of equipment sold
represents within your cash flows from operating activities. Reconcile the net book
value of equipment sold to the cost of equipment sales reflected in your Consolidated
Statements of Operations.

Response: The caption titled “Net book value of equipment sold” should be titled
“Net book value of lease pool equipment sold” and we will revise the caption accordingly in
future filings with the Commission. As previously mentioned, the Company’s records do not differentiate historical sales of new versus used
equipment.

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

    8.

    We note you have no inventory reflected on your balance sheet, however, your
Management Discussion and Analysis and Business sections indicate that you have sales
of new equipment during the periods presented. Please tell us and revise to clarify
whether you had new equipment on hand as of each balance sheet date presented. If so,
quantify such amounts and clarify why inventory is not reflected on your balance sheet
and changes in this asset account are not reflected within your cash flows from
operating activities.

Response: The Company has not historically had equipment on hand at its balance
sheet dates primarily because it sells everything FOB shipping point and sales of new equipment are sporadic. In addition, the Company has
only sold new equipment when a customer has specifically requested the Company obtain new
equipment for that customer.

Note 1 — Organization and Summary of Significant Accounting Policies — Revenue Recognition of
Equipment Sales, page F-7

    9.

    We note that you buy equipment for resale in response to specific customer
orders and on occasion will hold equipment of third parties and sell such equipment on
consignment. We also note that SAP sells equipment, consumables and engineering
hardware. Please expand your disclosure to clarify whether you take title of such
equipment, and if so, why you do not appear to have inventory reflected on your
balance sheets. With regard to the sales of such equipment, please tell us and expand
your disclosure to address the appropriateness of reporting revenue gross versus net.
Refer to EITF 99-19 and address the indicators of gross and net revenue reporting.

Response: The Company does not take title to equipment held on consignment but does
take title to equipment sold by SAP. The amount of inventory maintained by SAP, however,
has been immaterial and therefore, the Company has not reflected such amounts on its
balance sheets. For example, at July 31, 2005 and October 31, 2005, SAP had equipment in
inventory valued at $135,000 and $180,000, respectively.

     The Company believes it is appropriately reporting revenues as gross because (1) it is
the obligor in the sales arrangement; (2) it has full latitude in pricing the product for
sale; (3) it has general inventory risk should there be a problem with the equipment being
sold to the customer or if they do not complete payment for the items purchased; (4) it has
discretion in supplier selection if the equipment ordered is not unique to one
manufacturer; and (5) the Company assumes credit risk for equipment sold to its customers.

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

     The Company will expand its disclosure to clarify these matters accordingly in future
filings with the Commission.

Note 1 — Organization and Summary of Significant Accounting Policies — Sales Allowances and
incentives, page F-7

    10.

    You indicate that from time to time you offer incentives to customers as part
of leasing transactions. You indicate that these allowances and incentives are
accounted for as a reduction of revenue. Tell us and expand your disclosures to
indicate when the reduction to revenue is reflected in your financial statements.
Identify the authoritative literature you relied on with regard to credits on future
purchases and credits on existing equipment repair charges. We assume that free
equipment rent is recognized ratably over the lease term in accordance with SFAS 13
and FTB 85-3.

Response: In fiscal years 2004 and 2005, in connection with pricing disputes with
certain Canadian customers, the Company granted credits for rental
and repair of equipment to those
customers. The amounts were immaterial and the Company has discontinued this practice.

     The Company recognizes reductions in revenue when the credit is granted to the
customer. We relied on paragraph 9 of EITF 01-9 with regard to these credits on future
purchases and credits on existing equipment rental and repair charges. Free equipment rent is
recognized ratably over the lease term in accordance with SFAS 13 and FTB 85-3.

Note 1 — Organization and Summary of Significant Accounting Policies — Seismic Equipment
Lease Pool, page F-8

    11.

    We note that the estimated useful life of channel boxes is five years and
that for other peripheral equipment, the average useful lives is 2 to 10 years. We
have the following comments regarding these management estimates.

    •

    Please tell us and expand your disclosure to indicate whether any
salvage value is assigned to this equipment and if not, clarify why not.

Response: The Company does not assign a salvage value to its equipment because of
the likelihood that the equipment will have limited or no value at the end of its useful
life. For example, channel boxes are often subject to technological obsolescence. Major
manufacturers produce a new upgraded version of channel box technology on average every
five or six years. The production of upgraded equipment typically res

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
January 10, 2006

Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342

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. Pugh:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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

Management`s Discussion and Analysis - Revenues, page 14

1. Separately quantify new seismic equipment sales and sales of
depreciated seismic equipment being sold from your lease pool.
Also
quantify the related cost of goods sold associated with these
sales.
In this regard, we note you disclosure that gross margins can be
significantly impacted by the mix of sales revenue between new
versus
depreciated equipment.  Expand your disclosure to clarify why
gross
margins are significantly different between new versus depreciated
equipment.

2. Disclose the business decisions management considers with
regard
selling depreciated equipment to customers versus holding such
assets
for lease.

Management`s Discussion and Analysis - Liquidity, page 15

3. We note that you have had significant equipment sales during
the
last three fiscal years and that these sales have had a
significant
impact on your operating income.  In this regard, we also note
that
your seismic equipment lease pool has decreased significantly.
Expand
your discussion of liquidity to adequately address how this
decrease
in your seismic equipment lease pool will impact your ability to
generate equipment leasing revenues in future periods.   Address
whether you will have to invest in significant amounts of seismic
equipment in the near term to sustain equipment leasing revenue
growth.

4. Provide a comprehensive discussion of your cash flows from
operating activities for each period presented.  Specifically
address
the reasons for your significant increase in cash flows from
operations.  This discussion should be made in light of our
comment
below regarding discontinued operations.

Item 9A - Controls and Procedures, page 18

5. We note your disclosure that your "principal executive officer
and
principal financial officer have concluded that your current
disclosure controls and procedures are effective to timely alert
them
to material information regarding the Company that is required to
be
included in your periodic reports filed with the SEC."  Revise to
clarify, if true, that your officers concluded that your
disclosure
controls and procedures are also effective to give reasonable
assurance that the information required to be disclosed by the
Company
in reports that it files under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified
in the rules and forms of the SEC.  Alternatively, you may simply
state that your principal executive officer and principal
financial
officer have concluded that your current disclosure controls and
procedures are effective.

Consolidated Statements of Cash Flows, F-6

6. We note that cash flows relating to discontinued operations are
not
required to be set out separately in the statement of cash flows.
However, whether or not cash flows from discontinued operations
are
set out separately, the reconciliation of net income to net cash
flows
from operations must begin with net income, as required by
paragraphs
28 and 29 of Statement 95.  Please revise your statements of cash
flows accordingly.
7. Tell us and revise to clarify what the net book value of
equipment
sold represents within your cash flows from operating activities.
Reconcile the net book value of equipment sold to the cost of
equipment sales reflected in your Consolidated Statements of
Operations.

8. We note you have no inventory reflected on your balance sheet,
however, your Management Discussion and Analysis and Business
sections
indicate that you have sales of new equipment during the periods
presented.  Please tell us and revise to clarify whether you had
new
equipment on hand as of each balance sheet date presented.  If so,
quantify such amounts and clarify why inventory is not reflected
on
your balance sheet and changes in this asset account are not
reflected
within your cash flows from operating activities.

Note 1 - Organization and Summary of Significant Accounting
Policies -
Revenue Recognition of Equipment Sales, page F-7

9. We note that you buy equipment for resale in response to
specific
customer orders and on occasion will hold equipment of third
parties
and sell such equipment on consignment.  We also note that SAP
sells
equipment, consumables and engineering hardware.   Please expand
your
disclosure to clarify whether you take title of such equipment,
and if
so, why you do not appear to have inventory reflected on your
balance
sheets.  With regard to the sales of such equipment, please tell
us
and expand your disclosure to address the appropriateness of
reporting
revenue gross versus net.  Refer to EITF 99-19 and address the
indicators of gross and net revenue reporting.

Note 1 - Organization and Summary of Significant Accounting
Policies -
Sales Allowances and incentives, page F-7

10. You indicate that from time to time you offer incentives to
customers as part of leasing transactions.  You indicate that
these
allowances and incentives are accounted for as a reduction of
revenue.
Tell us and expand your disclosures to indicate when the reduction
to
revenue is reflected in your financial statements.  Identify the
authoritative literature you relied on with regard to credits on
future purchases and credits on existing equipment repair charges.
We
assume that free equipment rent is recognized ratably over the
lease
term in accordance with SFAS 13 and FTB 85-3.

Note 1 - Organization and Summary of Significant Accounting
Policies -
Seismic Equipment Lease Pool, page F-8

11. We note that the estimated useful life of channel boxes is
five
years and that for other peripheral equipment, the average useful
lives is 2 to 10 years.  We have the following comments regarding
these management estimates.
* Please tell us and expand your disclosure to indicate whether
any
salvage value is assigned to this equipment and if not, clarify
why
not.
* We note that depreciation expense has decreased significantly
during
the past three fiscal years because, as you indicate in
Management`s
Discussion and Analysis, certain equipment reached the end of its
depreciable life coupled with sales of assets with remaining
depreciable life.  Disclose the cost basis of the seismic
equipment
lease pool that has been fully depreciated as of each balance
sheet
date.  Clarify whether such equipment is still on lease and if
not,
address management`s intentions with regard to such assets.  If
such
amounts are material, tell us what consideration you gave to
changing
the estimated useful life of your leased equipment.

Note 1 - Organization and Summary of Significant Accounting
Policies -
Income Taxes,
page F-8

12. We note that your accounting policy as well as your discussion
within your Critical Accounting Policies indicates that the
company is
not assured that their net deferred taxes assets will be realized
and
have recorded a valuation allowance related to these assets.  As
indicated in paragraph17e of SFAS 109, deferred taxes assets
should be
reduced by a valuation allowance if, based on the weight of
available
evidence, it is more likely than not (a likelihood of more than 50
percent) that some portion or all of the deferred tax assets will
not
be realized.  Please confirm that such an assessment would not
change
the valuation allowance you have recorded as of each balance sheet
date presented.  Revise your disclosures accordingly.  In
addition,
expand Management`s Discussion and Analysis to address the
negative
available evidence that led you to conclude that a valuation
allowance
was necessary to reduce your deferred tax assets to zero.

Note 6 - Discontinued Operations, page F-12
13. You indicate that the proceeds from the sale of DSI were
$250,000
cash and an $800,000 note receivable due over three years.  You
also
indicate that during fiscal 2004, the company recorded asset
impairment charge of $700,000 related to "those assets".  If those
assets relate to the $800,000 note receivable, the write-down of
this
note receivable should be reported within continuing operations in
accordance with the guidance set forth in SAB Topic 5.Z.5,
Question 1.

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

Note 3 - Acquisitions, page 6
14. We note that you have allocated $5.3 million of the total
purchase
price of Seamap to goodwill.  Expand your disclosures to provide a
description of the factors that contributed to this very
significant
portion of the purchase price being allocated to goodwill and
address
for us why you have not allocated any of your purchase price to
identifiable intangible assets.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please provide us with a supplemental response
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities and
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732, Jeanne
Baker,
Assistant Chief Accountant, at (202)551-3691 or to the undersigned
at
(202) 551-3768.

Sincerely,

John Cash
Branch Chief
??

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Mr. Michael Pugh
Mitcham Industries, Inc.
January 10, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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