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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Mitcham Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On September 8, 2008, Mitcham Industries, Inc. issued a press release announcing earnings for the quarter ended July 31, 2008. The date and time for a conference call discussing the earnings are also included in the press release. The text of the press release is attached to this report as Exhibit 99.1.

The information in this report is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 of form 8-K will not be incorporated by reference into any filing under the Securties Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed as a part of this report:

Exhibit No. Description


99.1 Mitcham Industries, Inc. press release dated June 2, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

NEWS RELEASE

Dennard Rupp Gray & Easterly (DRG&E)

713-529-6600

MITCHAM INDUSTRIES REPORTS
FISCAL 2009 SECOND QUARTER RESULTS

HOUSTON – SEPTEMBER 8, 2008 – Mitcham Industries, Inc. (NASDAQ: MIND) (the “Company”) today announced financial results for its fiscal 2009 second quarter ended July 31, 2008.

The Company reported total revenues of $17.5 million for the second quarter of fiscal 2009 compared to $15.4 million for the second quarter of fiscal 2008. Net income for the second quarter of fiscal 2009 was $1.6 million, or $0.16 per diluted share, compared to $1.7 million, or $0.17 per diluted share, for the second quarter of fiscal 2008.

Bill Mitcham, the Company’s President and CEO, stated, “We are pleased with our second quarter 2009 results as we continue to benefit from the strength in our core seismic equipment leasing business, which rose 20 percent over last year’s second quarter. We did, however, experience some delayed shipments during the second quarter due to customers’ permitting issues, which negatively impacted our leasing revenues for the quarter.

“We continued the expansion of our lease pool, adding approximately $20 million of new lease pool equipment during the first half of fiscal 2009, almost as much as the $26 million we acquired during the entire year of fiscal 2008. As a result of the additions we made last year and earlier this year, our lease pool depreciation expense rose approximately 50 percent from the second quarter a year ago, which explains the slightly lower gross profit margin and earnings per share in the second quarter of this year. We see strong demand from our customers continuing. These equipment additions will help us strengthen and diversify our world-wide market presence as seismic exploration activity remains very strong, particularly in international markets. We have also acquired different types of new lease pool equipment, specifically vertical seismic profiling (VSP) and ultra light submersible (ULS) equipment that can be used for other seismic applications; and these systems are currently committed to jobs.

“As we expected, Seamap’s sales experienced a dip in the second quarter. The demand for Seamap’s marine equipment remains robust; however, we expect the second half of fiscal 2009 to be stronger than the first half in this segment of our business. The outlook for our GunLink and BuoyLink product lines remains very promising for the balance of fiscal 2009 and beyond.

“In an important development, our Australian subsidiary, SAP, recently signed a $4.5 million contract to provide equipment to the Royal Australian Navy. This new contract did not generate revenue in the second quarter, but is expected to do so over the next several months.

“As we have stated in previous quarters, demand for higher image resolution and more challenging geographic regions are fueling the need for large quantities of seismic equipment and higher channel counts. We currently have approximately 85,000 land channels in our lease pool and believe we are well positioned to benefit from current market trends due to the broad range of equipment in our lease pool, our geographic diversity and our focus on customer service.”

SECOND QUARTER FISCAL 2009 RESULTS

Total revenues for the second quarter of fiscal 2009 increased 14 percent to $17.5 million from $15.4 million in the fiscal 2008 second quarter. Core revenues from equipment leasing, excluding equipment sales, increased 20 percent to $7.5 million from $6.2 million in the same period a year ago driven by strong demand for seismic equipment, growing strength in new geographic markets and further expansion of the Company’s lease pool. Year-to-date, approximately $20 million of new equipment has been added to the Company’s lease pool. This follows $26 million in new equipment added during fiscal 2008.

Sales of new seismic, hydrographic and oceanographic equipment were $4.9 million compared to $2.8 million in the comparable period a year ago. Sales of lease pool equipment were $1.8 million compared to $0.8 million in the second quarter of fiscal 2008.

Seamap equipment sales in the second quarter declined 41 percent to $3.3 million from $5.6 million in the comparable period a year ago due to an expected lull in deliveries.

Total gross profit in the second quarter rose eight percent to $7.1 million from $6.6 million in the second quarter of fiscal 2008. The improvement in overall gross profit was primarily attributable to increased leasing revenues, offset by higher lease pool depreciation, and increased sales of seismic and other equipment.

General and administrative costs for the second quarter were $4.4 million, or 25 percent of total revenues, versus $3.6 million, or 24 percent of total revenues, in the second quarter a year ago. The increase from a year ago is primarily due to generally higher personnel costs, as well as increased incentive compensation expenses.

Operating income for the second quarter was $2.3 million compared to $2.6 million in the comparable period a year ago. EBITDA (earnings before interest, taxes, depreciation and amortization) for the second quarter rose 19 percent to $6.4 million, or 37 percent of total revenues, compared to $5.4 million, or 35 percent of total revenues, in the same period last year. EBITDA, which is not a measure determined in accordance with generally accepted accounting principles (“GAAP”), is defined and reconciled to reported net income in Note A under the accompanying financial tables.

FIRST HALF FISCAL 2009 RESULTS

Total revenues for the first six months of fiscal 2009 declined six percent to $36.0 million from $38.4 million in the first six months of fiscal 2008; however, core revenues from equipment leasing, excluding equipment sales, increased 22 percent to $19.9 million from $16.3 million in the same period a year ago. Sales of new seismic, hydrographic and oceanographic equipment for the first half of fiscal 2009 were $5.2 million versus $4.9 million a year ago. Sales of lease pool equipment were $2.4 million compared to $1.5 million a year ago. Seamap equipment sales for the first half of fiscal 2009 were $8.6 million compared to $15.7 million in the first half of fiscal 2008.

Operating income for the first half of fiscal 2009 was $8.7 million compared to $8.3 million in the first half of fiscal 2008. Net income was $5.9 million, or $0.57 per diluted share, compared to $5.7 million, or $0.55 per diluted share, in the same period a year ago. EBITDA (earnings before interest, taxes, depreciation and amortization) for the first six months of fiscal 2009 was $16.8 million, or 46 percent of total revenues, compared to $13.9 million, or 36 percent of total revenues, in the first six months of fiscal 2008.

OUTLOOK

Robert Capps, Executive Vice President and Chief Financial Officer, stated, “Regarding our outlook for fiscal 2009, we continue to expect solid growth in our equipment leasing business. As we have previously stated, we generated exceptional revenue growth at Seamap during fiscal 2008 and thus do not expect Seamap’s revenues to be up in fiscal 2009. However, we do expect improved profit contributions from Seamap this fiscal year and Seamap revenues to be stronger in the second half of the year than in the first. Therefore, given our current pipeline of business and our fiscal 2009 outlook, we reaffirm our prior guidance for fiscal 2009 and continue to expect revenues to range between $78 million and $82 million, operating income to range between $18 million and $22 million, and earnings per share to range between $1.35 and $1.40 per diluted share.”

CONFERENCE CALL

The Company has scheduled a conference call for Tuesday, September 9, 2008 at 9:00 a.m. Eastern time to discuss fiscal 2009 second quarter results. To access the call, please dial (303) 262-2054 and ask for the Mitcham Industries call at least 10 minutes prior to the start time. Investors may also listen to the conference live on the Mitcham Industries corporate website, http://www.mitchamindustries.com, by logging on that site and clicking “Investors.” A telephonic replay of the conference call will be available through September 17, 2008 and may be accessed by calling (303) 590-3000, and using the passcode 11118855#. A web cast archive will also be available at http://www.mitchamindustries.com shortly after the call and will be accessible for approximately 90 days. For more information, please contact Donna Washburn at DRG&E at (713) 529-6600 or email dmw@drg-e.com.

Mitcham Industries, Inc., a geophysical equipment supplier, offers for lease or sale, new and “experienced” seismic equipment to the oil and gas industry, seismic contractors, environmental agencies, government agencies and universities. Headquartered in Texas, with sales and services offices in Calgary, Canada; Brisbane, Australia; Singapore; Ufa, Bashkortostan, Russia; and the United Kingdom and with associates throughout Europe, South America and Asia, Mitcham conducts operations on a global scale and is the largest independent exploration equipment lessor in the industry.

This press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included herein, including statements regarding the Company’s future financial position and results of operations, planned capital expenditures, the Company’s business strategy and other plans for future expansion, the future mix of revenues and business, future demand for the Company’s services and general conditions in the energy industry in general and seismic service industry, are forward-looking statements. Actual results may differ materially from such forward-looking statements. Important factors that could cause or contribute to such differences include the inherent volatility of oil and gas prices and the related volatility of demand for the Company’s services; loss of significant customers; significant defaults by customers on amounts due to the Company; international economic and political instability; dependence upon additional lease contracts; the risk of technological obsolescence of the Company’s lease pool; vulnerability of seismic activity and demand to weather conditions and seasonality of operating results; dependence upon few suppliers; and other factors that are disclosed in the Company’s 2008 Annual Report on Form 10-K and its other Securities and Exchange Commission filings and available from the Company without charge. All information in this release is as of the date of this release and the Company undertakes no duty to update or revise any forward-looking statement whether as a result of new information, future events or otherwise.

– Tables to follow –

1

MITCHAM INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

2

MITCHAM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(unaudited)

3

MITCHAM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

4

Note A

MITCHAM INDUSTRIES, INC.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
(In thousands)
(Unaudited)

5

MITCHAM INDUSTRIES, INC.
Segment Operating Results
(In thousands)
(Unaudited)

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