<PAGE>

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

                                    FORM 10-Q

================================================================================
(Mark One)
(X)             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2003

( )             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 000-25142

                                   ----------

                            MITCHAM INDUSTRIES, INC.
                (Name of registrant as specified in its charter)


            TEXAS                                         76-0210849
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

                                8141 SH 75 SOUTH
                             HUNTSVILLE, TEXAS 77340
                    (Address of principal executive offices)

                                 (936) 291-2277
              (Registrant's telephone number, including area code)

                                   ----------

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No
                                             ----      ----

    Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes      No  X
                                      ----     ----

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,742,801 shares of Common
Stock, $0.01 par value, were outstanding as of June 13, 2003.

<PAGE>

                            MITCHAM INDUSTRIES, INC.
                                      INDEX

<Table>
<Caption>
                         PART I. FINANCIAL INFORMATION
<S>                                                                                         <C>
Item 1. Financial Statements

                    Condensed Consolidated Balance Sheets ...................                3
                    Condensed Consolidated Statements of Operations .........                4
                    Condensed Consolidated Statements of Cash Flows .........                5
                    Notes to Condensed Consolidated Financial Statements ....                6

Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations .......................................                7

Item 3. Quantitative and Qualitative Disclosures About Market Risk ..........               10

Item 4. Controls and Procedures .............................................               11

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings ...................................................               13

Item 6. Exhibits and Reports on Form 8-K ....................................               14

            Signatures ......................................................               15
</Table>

                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                            MITCHAM INDUSTRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                           April 30,           January 31,
                                                    ASSETS                                   2003                  2003
                                                                                          ------------         ------------
                                                                                           (Unaudited)
<S>                                                                                       <C>                  <C>
CURRENT ASSETS:
     Cash                                                                                 $      5,164         $      5,170
     Accounts receivable, net                                                                    5,910                3,544
     Notes receivable                                                                               --                   12
     Prepaid expenses and other current assets                                                     633                  627
                                                                                          ------------         ------------
        Total current assets                                                                    11,707                9,353
 Seismic equipment lease pool, property and equipment                                           90,744               87,126
 Accumulated depreciation of seismic equipment lease pool,
       property and equipment                                                                  (57,663)             (52,183)
 Other assets                                                                                       53                   44
                                                                                          ------------         ------------
          Total assets                                                                    $     44,841         $     44,340
                                                                                          ============         ============
                                    LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES:
     Accounts payable                                                                     $      2,784         $      2,424
     Current maturities - long-term debt                                                         2,116                2,092
     Deferred revenue                                                                              256                  216
     Wages payable                                                                                 602                  414
     Accrued expenses and other current liabilities                                              1,018                  914
                                                                                          ------------         ------------
          Total current liabilities                                                              6,776                6,060
 Long-term debt                                                                                  4,083                4,622
                                                                                          ------------         ------------
          Total liabilities                                                                     10,859               10,682
 Commitments and contingencies
 SHAREHOLDERS' EQUITY:
     Preferred stock, $1.00 par value; 1,000,000 shares authorized;
         none issued and outstanding                                                                --                   --
     Common stock, $0.01 par value; 20,000,000 shares authorized;
         9,657,801 shares issued                                                                    97                   97
     Additional paid-in capital                                                                 61,814               61,814
     Treasury stock, at cost, 915,000 shares                                                    (4,686)              (4,686)
     Accumulated deficit                                                                       (23,562)             (22,122)
     Accumulated other comprehensive income (loss)                                                 319               (1,445)
                                                                                          ------------         ------------
          Total shareholders' equity                                                            33,982               33,658
                                                                                          ------------         ------------
          Total liabilities and shareholders' equity                                      $     44,841         $     44,340
                                                                                          ============         ============
 </Table>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<PAGE>

                            MITCHAM INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                                    APRIL 30,
                                                        ---------------------------------
                                                            2003                 2002
                                                        ------------         ------------
<S>                                                     <C>                  <C>
REVENUES:
    Equipment leasing                                   $      3,965         $      3,480
    Front-end services                                         2,071                  327
    Equipment sales                                            1,902                3,580
                                                        ------------         ------------
         Total revenues                                        7,938                7,387

COSTS AND EXPENSES:
    Direct costs - seismic leasing                               353                  352
    Direct costs - front-end services                          2,406                  338
    Cost of equipment sales                                    1,190                3,192
    General and administrative                                 1,702                1,384
    Depreciation                                               3,747                3,863
                                                        ------------         ------------
         Total costs and expenses                              9,398                9,129
                                                        ------------         ------------

OPERATING LOSS:                                               (1,460)              (1,742)

    Other income (expense) - net                                  20                  (24)
                                                        ------------         ------------

LOSS BEFORE INCOME TAXES                                      (1,440)              (1,766)
PROVISION FOR INCOME TAXES                                        --                  288
                                                        ------------         ------------
NET LOSS                                                $     (1,440)        $     (2,054)
                                                        ============         ============

Loss per common share
     Basic                                              $       (.16)        $       (.23)
     Diluted                                            $       (.16)        $       (.23)
                                                        ============         ============

Shares used in computing loss per common share
     Basic                                                 8,743,000            8,751,000
     Dilutive effect of common stock equivalents                  --                   --
                                                        ------------         ------------
     Diluted                                               8,743,000            8,751,000
                                                        ============         ============
</Table>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>
                            MITCHAM INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                             THREE MONTHS ENDED
                                                                                                  APRIL 30,
                                                                                     -------------------------------------
                                                                                         2003                     2002
                                                                                     ------------             ------------
<S>                                                                                  <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                             $     (1,440)            $     (2,054)
Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
         Depreciation                                                                       3,747                    3,863
Changes in:
         Trade accounts receivable                                                         (2,354)                    (661)
         Accounts payable, accrued expenses and other current liabilities                     686                   (5,450)
         Other, net                                                                           (15)                    (123)
                                                                                     ------------             ------------
              Net cash provided by (used in) operating activities                             624                   (4,425)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of seismic equipment held for lease                                           (514)                  (3,588)
     Purchases of property and equipment                                                      (56)                     (51)
     Disposal of lease pool equipment                                                         455                    3,199
                                                                                     ------------             ------------
         Net cash used in investing activities                                               (115)                    (440)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term debt                                                              --                    2,000
     Payments on short-term borrowings                                                       (515)                    (341)
                                                                                     ------------             ------------
         Net cash provided by (used in) financing activities                                 (515)                   1,659
                                                                                     ------------             ------------

NET CHANGE IN CASH                                                                             (6)                  (3,206)
CASH, BEGINNING OF PERIOD                                                                   5,170                    8,244
                                                                                     ------------             ------------
CASH, END OF PERIOD                                                                  $      5,164             $      5,038
                                                                                     ============             ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for:
         Interest                                                                    $         79             $        105
                                                                                     ============             ============
</Table>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       5
<PAGE>

                            MITCHAM INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       BASIS OF PRESENTATION

         The condensed consolidated financial statements of Mitcham Industries,
         Inc. ("the Company") have been prepared by the Company, without audit,
         pursuant to the rules and regulations of the Securities and Exchange
         Commission. Certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted pursuant
         to such rules and regulations, although the Company believes that the
         disclosures are adequate to make the information presented not
         misleading. These condensed consolidated financial statements should be
         read in conjunction with the financial statements and the notes thereto
         included in the Company's latest Annual Report to Shareholders and the
         Annual Report on Form 10-K for the year ended January 31, 2003. In the
         opinion of the Company, all adjustments, consisting only of normal
         recurring adjustments, necessary to present fairly the financial
         position as of April 30, 2003; the results of operations for the three
         months ended April 30, 2003 and 2002; and cash flows for the three
         months ended April 30, 2003 and 2002, have been included. The foregoing
         interim results are not necessarily indicative of the results of the
         operations for the full fiscal year ending January 31, 2004.

2.       ORGANIZATION

         Mitcham Industries, Inc., a Texas corporation, was incorporated in
         1987. Since its organization, the Company has primarily been engaged in
         the leasing and sales of seismic equipment to the seismic industry
         worldwide. The Company conducts its business in two reportable
         segments: Seismic Leasing and Sales ("Seismic") and Front-end Services.
         The Seismic segment consists of the operations of Mitcham Industries,
         Inc. and its two wholly-owned subsidiaries, Mitcham Canada Ltd. and
         Seismic Asia Pacific Pty Ltd. The Front-end Services segment is
         comprised of the operations of its other wholly-owned subsidiary,
         Drilling Services, Inc. Segment data is presented in Note 6 to the
         Condensed Consolidated Financial Statements.

3.       EARNINGS PER SHARE

         For the quarters ended April 30, 2003 and 2002, the following common
         stock equivalents were excluded from the earnings per share
         calculations due to their anti-dilutive effect on EPS.

<Table>
<Caption>
                                                QUARTER ENDED APRIL 30,
                                            ------------------------------
                                               2003                 2002
                                            ---------            ---------
<S>                                         <C>                  <C>
Stock options                                      --               22,000
Warrants                                           --                   --
                                            ---------            ---------
  Total anti-dilutive securities                   --               22,000
</Table>

4.       RECLASSIFICATIONS

         Certain 2002 amounts have been reclassified to conform to the 2003
         presentation. Such reclassifications had no effect on net loss.

5.       STOCK OPTIONS

         The Company accounts for its stock-based compensation plans under
         Accounting Principles Board ("APB") Opinion No. 25, Accounting for
         Stock Issued to Employees. The pro forma information below is based on
         provisions of Statement of Financial Accounting Standard ("FAS") No.
         123, Accounting for Stock-Based Compensation, as amended by FAS 148,
         Accounting for Stock-Based Compensation-Transition and Disclosure,
         issued in December 2002.

                                       6
<PAGE>

5.       STOCK OPTIONS (continued)

<Table>
<Caption>
                                                                        QUARTER ENDED APRIL 30,
                                                                   ----------------------------------
                                                                      2003                    2002
                                                                   ----------              ----------
<S>                                                                <C>                     <C>
PRO FORMA IMPACT OF FAIR VALUE METHOD (FAS 148)                    $   (1,440)             $   (2,054)
Reported net loss attributable to common shareholders                    (104)                   (122)
Less:  fair value impact of employee stock compensation            ----------              ----------
Pro forma net loss attributable to common shareholders                 (1,544)                 (2,176)
                                                                   ==========              ==========

LOSS PER COMMON SHARE
Basic - as reported                                                $    (0.16)             $    (0.23)
Diluted - as reported                                              $    (0.16)             $    (0.23)
Basic - pro forma                                                  $    (0.18)             $    (0.25)
Diluted - pro forma                                                $    (0.18)             $    (0.25)
WEIGHTED AVERAGE BLACK-SCHOLES FAIR VALUE ASSUMPTIONS
Risk free interest rate                                                   5.0%                    5.0%
Expected life                                                         3-8 yrs.                3-8 yrs.
Expected volatility                                                        63%                     69%
Expected dividend yield                                                   0.0%                    0.0%
</Table>

6.       SEGMENT DATA

         Financial information relating to the Company's segments is as follows:

<Table>
<Caption>
                                                                                     Front-end
                                                             Seismic                  Services                  Total
                                                           ------------             ------------             ------------
                                                                                   (in thousands)
<S>                                                        <C>                      <C>                      <C>
2002
----
Revenues                                                   $      7,060             $        327             $      7,387
Direct costs and cost of equipment sales                          3,544                      338                    3,882
Depreciation & amortization                                       3,751                      112                    3,863
Operating loss                                                   (1,389)                    (353)                  (1,742)
Interest expense                                                     82                        2                       84

2003
----
Revenues                                                   $      5,867             $      2,071             $      7,938
Direct costs and cost of equipment sales                          1,533                    2,416                    3,949
Depreciation & amortization                                       3,601                      146                    3,747
Operating loss                                                     (553)                    (907)                  (1,460)
Interest expense                                                     38                       --                       38
</Table>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW
         Our revenues are directly related to the level of worldwide oil and gas
exploration activities and the profitability and cash flows of oil and gas
companies and seismic contractors, which in turn are affected by expectations
regarding the supply and demand for oil and natural gas, energy prices and
finding and development costs.

                                       7
<PAGE>

         We lease and sell seismic data acquisition equipment primarily to
seismic data acquisition companies and oil and gas companies conducting land and
transition zone seismic surveys worldwide. We provide short-term leasing of
seismic equipment to meet a customer's requirements and offer maintenance and
support during the lease term. The majority of all leases at April 30, 2003 were
for a term of one year or less. Seismic equipment held for lease is carried at
cost, net of accumulated depreciation. Through our wholly-owned subsidiary,
Seismic Asia Pacific Pty Ltd. ("SAP"), we provide equipment, consumables,
systems integration, engineering hardware and software maintenance support
services to the seismic, hydrographic, oceanographic environment and defense
industries throughout South East Asia and Australia. Through our other
wholly-owned subsidiary, Drilling Services, Inc. ("DSI"), we provide front-end
services to seismic data acquisition contractors. Such services typically
include seismic survey program design, quality control, permit acquisition,
geographical surveying and shot hole drilling.

SEASONALITY

         Historically, seismic equipment leasing has been susceptible to weather
patterns in certain geographic regions. There is some seasonality to our
expected lease revenues, especially from customers operating in Canada, where a
significant percentage of seismic survey activity occurs in the winter months,
from November through March. During the months in which the weather is warmer,
certain areas are not accessible to trucks, earth vibrators and other equipment
because of the unstable terrain. This seasonal leasing activity by our Canadian
customers has historically resulted in increased lease revenues in our first and
fourth fiscal quarters.

RESULTS OF OPERATIONS

For the three months ended April 30, 2003 and 2002

         For the first quarter ended April 30, 2003, consolidated revenues
increased 7% to $7.9 million from $7.4 million in the corresponding period of
the prior year. This increase is attributable to the inclusion of operations of
our subsidiary, DSI, which was formed in late January 2002 and was still in
start-up mode in the prior year's first quarter as well as the inclusion of our
newest subsidiary, SAP, which was acquired in December 2002. Front-end Services
revenues for the quarter ended April 30, 2003, were $2.1 million, compared to
$.3 million in the comparable quarter of the prior year. Our core equipment
leasing revenues increased approximately $.5 million from the prior year, but
was offset by a $1.7 million decrease in seismic equipment sales. Foreign
currency translation rates had the effect of increasing April 30, 2003 revenues
by approximately $220,000.

         For the quarter ended April 30, 2003, we recorded approximately $1.9
million in equipment sales and $1.2 million in cost of sales, generating a gross
margin of 37%. Sales made during the current quarter consisted mainly of older
equipment. In the prior year, we recorded $3.6 million in equipment sales and
$3.2 million in cost of sales that generated a gross margin of 11%. Gross
margins on equipment sales may vary significantly between periods due to the mix
of new versus older equipment being sold.

         During the quarter ended April 30, 2003, the Seismic segment's direct
costs of seismic leasing totaled $.4 million, which was unchanged from the prior
year's amount. Front-end Services direct costs totaled $2.4 million for the
current quarter, compared to $.3 million in the prior year's first quarter. The
significant increase in Front-end Services direct costs over the prior year's
amount is due to the fact that the segment was in a start-up mode last year. As
this segment is labor-intensive, the primary expenses are wage-related expenses.
Additionally, Front-end Services direct costs also include explosives and
related drilling materials as well as significant equipment repairs and
maintenance expenses.

         General and administrative expenses for the quarter ended April 30,
2003, increased $318,000 from the corresponding prior year period, $143,000 of
which is due to the inclusion of the results of SAP in the current quarter. The
remaining increase is primarily due to an increase in insurance, rent and
utilities, customer relations and compensation expenses, partially offset by a
decrease in investor relation expenses.

                                       8
<PAGE>

         Depreciation expense for the quarter ended April 30, 2003, decreased
$116,000, or 3%, to $3.7 million from $3.9 million for the same period last
year. Foreign currency translation rates had the effect of increasing
depreciation expense during the quarter ended April 30, 2003, by approximately
$185,000. The decrease in depreciation expense is largely due to the fact that
certain equipment reached the end of its depreciable life during the past year,
coupled with the sales of assets with remaining depreciable life.

         We recorded a net loss for the first quarter ended April 30, 2003, in
the amount of $1.4 million, compared to a net loss of $2.1 million for the same
period of the previous year.

LIQUIDITY AND CAPITAL RESOURCES

         As of April 30, 2003, we had net working capital of approximately $4.9
million as compared to net working capital of $3.3 million at January 31, 2003.
Historically, our principal liquidity requirements and uses of cash have been
for capital expenditures and working capital and principal sources of cash have
been cash flows from operations and issuances of equity securities. Net cash
provided by operating activities for the quarter ended April 30, 2003, was $.6
million, as compared to net cash used in operating activities of $4.4 million
for the quarter ended April 30, 2002. Net cash used in financing activities for
the quarter ended April 30, 2003, was $.5 million, as compared to net cash
provided by financing activities of $1.7 million in the prior year's first
quarter.

         During the quarter ended April 30, 2003, we committed to purchase
$1.125 million of land data acquisition equipment by December 31, 2003 and $2.25
million of land data acquisition equipment by December 31, 2004. We expect that
cash on hand and cash flows from operations will be sufficient to meet these
commitments.

         At April 30, 2003, we had trade accounts receivable of $.5 million that
were more than 90 days past due. At April 30, 2003, our allowance for doubtful
accounts was approximately $.8 million, which management believes is sufficient
to cover any losses in our trade accounts receivable.

         In certain instances when customers have been unable to repay their
open accounts receivable balances, we have agreed to a structured repayment
program using an interest bearing promissory note. In these cases, we provide a
reserve for doubtful accounts against the balance. Due to the uncertainty of
collection, we do not recognize the interest earned until the entire principal
balance has been collected. In most cases where we have a chronic collection
problem with a particular customer, future business is done on a prepayment
basis or if additional credit is extended, revenues are not recognized until
collected. Although the extension of repayment terms on open accounts
receivables temporarily reduces our cash flow from operations, we believe that
this practice is necessary in light of seismic industry conditions and that it
has not adversely affected our ability to conduct routine business.
Additionally, we occasionally offer extended payment terms on equipment sales
transactions. These terms are generally less than one year in duration. Unless
there is a question as to collectibility, the sales revenue and cost of goods
sold is recognized at the inception of the transaction.

         On November 10, 2000, we closed an $8.5 million term loan with First
Victoria National Bank. The loan amortized over 48 months and bore interest at
the rate of prime plus 1/2%, adjusted daily. The first three monthly payments
were interest only, with the remaining 45 monthly payments being principal and
interest in the approximate amount of $229,000. In February 2002, we
renegotiated our term loan and borrowed an additional $2.0 million. Beginning in
March 2002, the 48 monthly payments of principal and interest are approximately
$197,000. The loan is collateralized by certain lease pool equipment.
Additionally, during fiscal 2002 we borrowed $75,000 under a separate loan
agreement in connection with our acquisition of assets related to the formation
of DSI. This term loan matured in December 2002, bore interest at the rate of
prime minus one percent, and required quarterly repayments in the approximate
amount of $19,000.

         Capital expenditures for the quarter ended April 30, 2003, totaled
approximately $.6 million compared to capital expenditures of $3.6 million for
the corresponding period in the prior year. The decline in our current capital
expenditures from prior years is a reflection of a continuing decline in seismic
data acquisition activity. Unlike in prior years when the majority of equipment
we purchased was based on anticipated demand for our services, the majority of
our capital expenditures for the 2004 fiscal year was made to fulfill a specific
lease contract or was purchased for ultimate resale to a specific customer. At
the present time, we believe that cash on hand and

                                       9
<PAGE>

cash provided by future operations will be sufficient to fund our anticipated
capital and liquidity needs over the next twelve months. However, should demand
warrant, we may pursue additional borrowings to fund capital expenditures.

CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make estimates and assumptions in determining the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the period. Significant estimates made by us in the
accompanying condensed consolidated financial statements relate to reserves for
accounts receivable collectibility and useful lives of our lease pool assets and
their valuation.

         Critical accounting policies are those that are most important to the
portrayal of a company's financial position and results of operation as well as
require management's subjective judgment. Below is a brief discussion of our
critical accounting policies.

Revenue Recognition

         We recognize lease revenue ratably over the term of the lease and
recognize sales revenue at the inception of the transaction unless there is a
question as to its collectibility. Interest income related to the financing of
delinquent customer receivables is not recognized until the entire principal
balance has been collected. The Front-end Services segment recognizes income at
the time services are provided.

Allowance for Doubtful Accounts

         Provisions to the allowance for doubtful accounts are made periodically
as conditions warrant based on the expected collectibility of all such
receivables. In certain instances when customers have been unable to repay their
open accounts receivable balances, we have agreed to a structured repayment
program using an interest bearing promissory note. In these cases, we provide a
reserve for doubtful accounts against the balance.

Long-Lived Asset Impairment

         We review our long-lived lease pool assets for impairment at each
reporting date. If our assessment of the carrying amount of such assets exceeds
the fair market value in accordance with the applicable accounting regulations,
an impairment charge is recorded. No such charge has been recorded for the
periods presented.

Income Taxes

         We account for our taxes under the liability method, whereby we
recognize, on a current and long-term basis, deferred tax assets and liabilities
which represent differences between the financial and income tax reporting bases
of our assets and liabilities. A valuation allowance is established when
uncertainty exists as to the ultimate realization of net deferred tax assets.

         We periodically reevaluate these estimates and assumptions as
circumstances change. Such factors may significantly impact our results of
operations from period to period.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We operate internationally, giving rise to exposure to market risks
from changes in foreign exchange rates to the extent that transactions are not
denominated in U.S. dollars. We typically denominate the majority of our lease
and sales contracts in U.S. and Canadian dollars to mitigate the exposure to
fluctuations in foreign currencies.

                                       10
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

     (a)  Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer (the
"Certifying Officers"), of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Certifying Officers concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information to be included in our periodic SEC filings.

     (b)  Changes in internal controls.

     Since the date of the evaluation, there have been no significant changes to
our internal controls or in other known factors that could significantly affect
internal controls in the future, and there have been no corrective actions due
to significant deficiencies or material weaknesses.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

     Certain information contained in this Quarterly Report on Form 10-Q
(including statements contained in Part I, Item 2. "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in Part II, Item
1. "Legal Proceedings"), as well as other written and oral statements made or
incorporated by reference from time to time by us and our representatives in
other reports, filings with the Securities and Exchange Commission, press
releases, conferences, or otherwise, may be deemed to be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. This information includes, without limitation, statements concerning our
future financial position and results of operations; planned capital
expenditures; liquidity and capital resources; business strategy and other plans
for future operations; the future mix of revenues from segments and business;
commitments and contingent liabilities; and future demand for our services and
predicted improvement in energy industry and seismic service industry
conditions. When used in this report, the words "anticipate," "believe,"
"estimate," "expect," "may," and similar expressions, as they relate to the
Company and our management, identify forward-looking statements. The actual
results of future events described in such forward-looking statements could
differ materially from the results described in the forward-looking statements
due to the risks and uncertainties set forth below and elsewhere within this
Quarterly Report on Form 10-Q.

RECOVERY OF DEMAND FOR LAND BASED SEISMIC DATA NOT ASSURED

     Demand for our services depends on the level of spending by oil and gas
companies for exploration, production and development activities, as well as on
the number of crews conducting land and transition zone seismic data acquisition
worldwide, and especially in North America.

LOSS OF SIGNIFICANT CUSTOMERS WILL ADVERSELY AFFECT US

     We typically lease and sell significant amounts of seismic equipment to a
relatively small number of customers, the composition of which changes from year
to year as leases are initiated and concluded and as customers' equipment needs
vary. Therefore, at any one time, a large portion of our revenues may be derived
from a limited number of customers. In the fiscal years ended January 31, 2001,
2002 and 2003, the single largest customer accounted for approximately 21%, 22%
and 13%, respectively, of our total revenues. Because our customer base is
relatively small, the loss of one or more customers for any reason would
adversely affect our results of operations.

SIGNIFICANT DEFAULTS OF PAST-DUE CUSTOMER ACCOUNTS WOULD ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS

     We had approximately $6.7 million of customer accounts and notes receivable
at April 30, 2003, of which $.5 million is over ninety days past due. At April
30, 2003, we had an allowance of $.8 million to cover losses in our

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<PAGE>

receivable balances. Significant payment defaults by our customers in excess of
the allowance would have a material adverse effect on our financial position and
results of operations.

INTERNATIONAL ECONOMIC AND POLITICAL INSTABILITY COULD ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS

         Our results of operations are dependent upon the current political and
economic climate of several international countries in which our customers
either operate or are located. International sources (including Canada)
accounted for approximately 63% of our revenues in the fiscal year ended January
31, 2003. Since the majority of our lease and sales contracts with our customers
are denominated in U.S. and Canadian dollars, there is little risk of loss from
fluctuations in foreign currencies. However, our internationally-sourced
revenues are still subject to the risk of currency exchange controls (in which
payment could not be made in U.S. dollars), taxation policies, and
appropriation, as well as to political turmoil, civil disturbances, armed
hostilities, and other hazards.

WE MUST CONTINUALLY OBTAIN ADDITIONAL LEASE CONTRACTS

     Our seismic equipment leases typically have a term of three to nine months
and provide gross revenues that recover only a portion of our capital
investment. Our ability to generate lease revenues and profits is dependent on
obtaining additional lease contracts after the termination of an original lease.
However, lessees are under no obligation to, and frequently do not, continue to
lease seismic equipment after the expiration of a lease. Although we have been
successful in obtaining additional lease contracts with other lessees after the
termination of the original leases, there can be no assurance that we will
continue to do so. Our failure to obtain additional leases or extensions beyond
the initial lease term would have a material adverse effect on our operations
and financial condition.

DEPENDENCE ON KEY PERSONNEL

     Our success is dependent on, among other things, the services of certain
key personnel, including specifically Billy F. Mitcham, Jr., our Chairman of the
Board, President and Chief Executive Officer. Mr. Mitcham's employment agreement
had an initial term through January 15, 2002, and is automatically extended on a
year-to-year basis until terminated by either party giving 30 days notice prior
to the end of the current term (subject to earlier termination on certain stated
events). The agreement prohibits Mr. Mitcham from engaging in any business
activities that are competitive with our business and from diverting any of our
customers to a competitor for two years after the termination of his employment.
The loss of the services of Mr. Mitcham could have a material adverse effect on
us.

OUR SEISMIC LEASE POOL IS SUBJECT TO TECHNOLOGICAL OBSOLESCENCE

     We have a substantial capital investment in seismic data acquisition
equipment. The development by manufacturers of seismic equipment of newer
technology systems or component parts that have significant competitive
advantages over seismic systems and component parts now in use could have an
adverse effect on our ability to profitably lease and sell our existing seismic
equipment. Significant improvements in technology may also require us to
recognize an asset impairment charge to our lease pool investment, and to
correspondingly invest significant sums to upgrade or replace our existing lease
pool with newer-technology equipment demanded by our customers.

WEATHER CONDITIONS CAUSE SEASONAL RESULTS

     The first and fourth quarters of our fiscal year have historically
accounted for a greater portion of our revenues than do the second and third
quarters of our fiscal year. This seasonality in revenues is primarily due to
the increased seismic survey activity in Canada from November through March,
which affects us due to our significant Canadian operations. This seasonal
pattern may cause our results of operations to vary significantly from quarter
to quarter. Accordingly, period-to-period comparisons are not necessarily
meaningful and should not be relied on as indicative of future results.

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<PAGE>

COMPETITION

     Competition in the leasing of seismic equipment is fragmented, and we are
aware of several companies that engage in seismic equipment leasing. We believe
that our competitors, in general, have neither as extensive a seismic equipment
lease pool as we do, or similar exclusive lease referral agreements with
suppliers. Competition exists to a lesser extent from seismic data acquisition
contractors that may lease equipment that is temporarily idle.

     We have several competitors engaged in seismic equipment leasing and sales,
including seismic equipment manufacturers, companies providing seismic surveys
and oil and gas exploration companies that use seismic equipment, many of which
have substantially greater financial resources than us. There are also several
smaller competitors who, in the aggregate, generate significant revenue from the
sale of seismic survey equipment. Pressures from existing or new competitors
could adversely affect our business operations.

VOLATILE STOCK PRICES AND NO PAYMENT OF DIVIDENDS

     Due to current energy industry conditions, energy and energy service
company stock prices, including our stock price, have been extremely volatile.
Such stock price volatility could adversely affect our business operations by,
among other things, impeding our ability to attract and retain qualified
personnel and to obtain additional financing if such financing is ever needed.
We have historically not paid dividends on our common stock and do not
anticipate paying dividends in the foreseeable future.

POSSIBLE ADVERSE EFFECT OF ANTI-TAKEOVER PROVISIONS; POTENTIAL ISSUANCE OF
PREFERRED STOCK

     Certain provisions of our Articles of Incorporation and the Texas Business
Corporation Act may tend to delay, defer or prevent a potential unsolicited
offer or takeover attempt that is not approved by our Board of Directors but
that our shareholders might consider to be in their best interest, including an
attempt that might result in shareholders receiving a premium over the market
price for their shares. Because our Board of Directors is authorized to issue
preferred stock with such preferences and rights as it determines, it may afford
the holders of any series of preferred stock preferences, rights or voting
powers superior to those of the holders of common stock. Although we have no
shares of preferred stock outstanding and no present intention to issue any
shares of our preferred stock, there can be no assurance that we will not do so
in the future.

LIMITATION ON DIRECTORS' LIABILITY

     Our Articles of Incorporation provide, as permitted by governing Texas law,
that a director of the Company shall not be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as a
director, with certain exceptions. These provisions may discourage shareholders
from bringing suit against a director for breach of fiduciary duty and may
reduce the likelihood of derivative litigation brought by shareholders on behalf
of the Company against a director.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        From time to time, the Company is a party to legal proceedings arising
        in the ordinary course of business. The Company is not currently a party
        to any litigation that it believes could have a material adverse effect
        on the results of operations or financial condition of the Company.

                                       13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) REPORTS ON FORM 8-K

        During the quarter ended April 30, 2003, we filed a Current Report on
        Form 8-K related to the Company's earnings for the fiscal year ended
        January 31, 2003.

    (b) EXHIBITS

        The following documents are filed as exhibits to this Report:

         99.1 - Certification of the Chief Executive Officer pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

         99.2 - Certification of the Chief Financial Officer pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

                                       14
<PAGE>
                                   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 thereunto duly authorized.

                           MITCHAM INDUSTRIES, INC.

Date:  June 16, 2003       /s/ CHRISTOPHER C. SIFFERT
                           --------------------------
                           CHRISTOPHER C. SIFFERT
                           CORPORATE CONTROLLER
                           (AUTHORIZED OFFICER AND PRINCIPAL ACCOUNTING OFFICER)

                                       15
<PAGE>

                                  CERTIFICATION

I, Billy F. Mitcham, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Mitcham Industries,
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including consolidated
         subsidiaries, is made known to us by others within those entities,
         particularly during the period in which this quarterly report is being
         prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     /s/ Billy F. Mitcham, Jr.
     ----------------------------
     Billy F. Mitcham, Jr.
     Chief Executive Officer
     June 16, 2003

                                       16
<PAGE>

                                  CERTIFICATION

I, P. Blake Dupuis, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Mitcham Industries,
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including consolidated
         subsidiaries, is made known to us by others within those entities,
         particularly during the period in which this quarterly report is being
         prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     /s/ P. Blake Dupuis
     ----------------------------
     P. Blake Dupuis
     Chief Financial Officer
     June 16, 2003

                                       17
<PAGE>
                                 EXHIBIT INDEX


99.1 - Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

99.2 - Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350