##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-25142
 Mitcham Industries,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Texas

76-0210849(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)8141 SH 75 South
    P.O. Box 1175
    Huntsville, Texas

77342(Zip Code)(Address of principal executive
    offices)   936-291-2277
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class of Stock

Name of Each Exchange on Which RegisteredCommon Stock  $0.01 par value per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12 (g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      Class

Outstanding at April 7, 2008Common Stock, $0.01 par value per share

9,797,098 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





MITCHAM
    INDUSTRIES, INC.
    ANNUAL REPORT ON
    FORM 10-K
    TABLE OF CONTENTS
  
   
 PART IItem 1.


Business


2Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


13Item 2.


Properties


14Item 3.


Legal Proceedings


14Item 4.


Submission of Matters to a Vote of Security
    Holders


14PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


15Item 6.


Selected Financial Data


17Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


31Item 8.


Financial Statements and Supplementary Data


31Item 9.


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


31Item 9A.


Controls and Procedures


32Item 9B.


Other Information


32PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


32Item 11.


Executive Compensation


33Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


33Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


33Item 14.


Principal Accounting Fees and Services


33PART IVItem 15.


Exhibits, Financial Statement Schedules


33Signatures


38Consent of Hein & Associates LLPCertification of the CEO Pursuant to Rule 13a-14(a) and Rule 15d-14(a)Certification of the CFO Pursuant to Rule 13a-14(a) and Rule 15d-14(a)Certification of the CEO Pursuant to Section 906Certification of the CFO Pursuant to Section 906    i




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##### Table of Contents



CAUTIONARY
    STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
  Form 10-K
  
    our future financial position and results of operations;
    planned capital expenditures;
    our business strategy and other plans for future operations;
    the future mix of revenues and business;
    future demand for our services; and
    general conditions in the energy industry and seismic service
    industry.  Form 10-K, Form 10-K.




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##### Table of Contents



PART I  Item 1.
    Business    Form 10-K Form 10-K.
           2




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Business
    Strategy
    
    Provide a technologically advanced seismic equipment lease
    pool.  We intend to maintain the size and
    diversity of our equipment lease pool, including the addition of
    marine equipment. We believe that the availability of a large
    and diverse seismic equipment lease pool encourages seismic data
    acquisition contractors to lease, rather than purchase, such
    equipment, due to the capital and operating efficiencies
    provided by short-term leases.
    Continue to expand international
    operations.  We intend to expand our international
    leasing activities in new geographic areas, including the CIS,
    Europe, the Middle East and North Africa. We believe there are
    significant opportunities to continue to expand our
    international leasing and sales activities. We believe that we
    can conduct business in wide-ranging geographic areas from our
    existing facilities. However, for legal, tax or operational
    reasons, we may decide in the future to establish facilities in
    additional locations.
    Maintain alliances with major seismic equipment
    manufacturers.  Our relationships with leading
    seismic equipment manufacturers allow us to expand our equipment
    lease pool on favorable terms. We believe these relationships
    provide a competitive advantage.
    Pursue additional business development
    opportunities.  We regularly evaluate
    opportunities to expand our business activities within the oil
    service industry, particularly in the seismic sector. These
    opportunities could include the introduction of new products or
    services or the acquisition of existing businesses.  Seismic
    Technology and the Oil Service Industry
  3-D 3-D 2-D 3-D
   3




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2-D 2-D 3-D 2-D 3-D 2-D 3-D 2-D 3-D
  3-D 3-D
  3-D, (3D-3C), 3-D (4-D)
  3-D 2-D 3-D
  2-D, 3-D 4-D
 4




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2-D, 3-D 4-D 3-D 4-D 2-D
  Business
    and Operations
  Equipment Leasing.
           5




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Lease Pool Equipment Sales.
  Other Equipment Sales.
  
    Sales of new seismic equipment.  On occasion,
    we will sell new seismic equipment in response to a specific
    demand from a customer. These sales are made in cooperation with
    our suppliers of lease pool equipment.
    Sales of hydrographic and oceanographic
    equipment.  SAP sells equipment, consumables,
    systems integration, engineering hardware and software
    maintenance support services to the seismic, hydrographic,
    oceanographic, environmental and defense industries throughout
    Southeast Asia and Australia. SAP is a manufacturers
    representative for an array of equipment lines.  Seamap Equipment Sales.
  Key
    Supplier Agreements
  The
    Sercel Lease Agreement
        Other
    Agreements
   6




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##### Table of Contents



Customers,
    Sales, Backlog and Marketing
          Year Ended January 31,2008


2007


2006UK/Europe

$
27,892


$
9,318


$
2,355Canada


6,820



8,302



8,914South America


4,153



3,050



3,220Asia/South Pacific


9,431



9,713



10,479Eurasia(1)


10,180



4,998



Other(2)


4,119



1,940



233Totals

$
62,595


$
37,321


$
25,201     (1)
    
    Comprised of Eastern Europe, the Russian Federation and the CIS(2)
    
    Includes Africa and the Middle East    As of January 31,Location of Property and Equipment:

2008


2007


2006United States

$
19,602


$
12,969


$
11,649Canada


27,108



18,062



5,883Australia


1,861



1,057



2,167Russia


3,399



1,965



Singapore


634



623



97United Kingdom


575



756



128Total

$
53,179


$
35,432


$
19,924      7




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##### Table of Contents



Competition
      Suppliers
    Employees
    Intellectual
    Property
    Website
    Access to Our Periodic SEC Reports
  http://www.mitchamindustries.com. Form 10-K, Form 10-Q Form 8-K, 1-800-SEC-0330. http://www.sec.gov
  10-K.
 8




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Item 1A.  Risk
    Factors  Form 10-K.
  Form 10-K.
  Demand
    for Seismic Data Is Not Assured
    
    oil and gas prices and industry expectations of future price
    levels;
    the cost of exploring for, producing and delivering oil and gas;
    the availability of current geophysical data;
    the discovery rate of new oil and gas reserves; and
    local and international political and economic conditions.    Loss
    of Significant Customers Will Adversely Affect Us
    Significant
    Defaults of Past-Due Customer Accounts Would Adversely Affect
    Our Results of Operations
    We
    Derive Significant Revenues from Foreign Sales, Which Pose
    Additional Risks to Our Operations
   9




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
    instability of foreign economies, governments and
    government-owned oil and gas companies;
    risks of war, political unrest or seizure of assets;
    foreign exchange restrictions, laws and other policies affecting
    trade and investment; and
    the difficulty and cost of enforcing contracts.    Foreign
    Currency Exchange Rates Have Increasingly Materially Affected
    Our Financial Statements
    Our
    Operations and Financial Condition Will Be Materially Adversely
    Affected if We Are Unable to Continually Obtain Additional Lease
    Contracts
    Our
    Failure to Attract and Retain Key Personnel Could Adversely
    Affect Our Operations
    Our
    Seismic Lease Pool is Subject to Technological
    Obsolescence
   10




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Seasonal
    Conditions Cause Fluctuations in Our Operating
    Results
    We
    Face Competition in Our Seismic Equipment Leasing
    Activities
    We
    Rely on a Small Number of Suppliers and Disruption in Vendor
    Supplies Could Adversely Affect Our Results of
    Operations
    The
    Operations of Seamap are Subject to Special Risks
    Risks Associated with Intellectual
    Property.
    
    result in the loss of our proprietary rights to use the
    technology;
    subject us to significant liabilities; 11




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
    require us to seek licenses from third parties;
    require us to redesign the products that use the
    technology; or
    prevent manufacturing or sale of our products that incorporate
    the technology.    Risks Related to Product Performance.
  
    costs associated with reworking the manufacturing processes;
    high service and warranty expenses;
    high inventory obsolescence expense;
    high levels of product returns;
    delays in collecting accounts receivable;
    reduced orders from existing customers; and
    declining interest from potential customers.    Risks Related to Raw Materials.
     12




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Our
    Stock Price is Subject to Volatility
    Recent
    Growth Many Not Be Sustainable
    Because
    We Have No Plans to Pay Any Dividends for the Foreseeable
    Future, Investors Must Look Solely to Stock Appreciation for a
    Return on Their Investment in Us
    Provisions
    in Our Articles of Incorporation and Texas Law Could Discourage
    a Takeover Attempt, Which May Reduce or Eliminate the Likelihood
    of a Change of Control Transaction and, Therefore, the Ability
    of Our Shareholders to Sell Their Shares for a
    Premium
   Item 1B.  Unresolved
    Staff Comments   13




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Item 2.
    Properties    Location

Type of Facility

Size (In Square Feet)

Owned or LeasedHuntsville, Texas

Office and warehouse

25,000 (on six acres)

OwnedCalgary, Alberta, Canada

Office and warehouse

33,500

LeasedSalisbury, Australia

Office and warehouse

4,400

LeasedSingapore

Office and warehouse

20,000

LeasedShepton Mallet, United Kingdom

Office and warehouse

12,300

LeasedUfa, Bashkortostan, Russia

Office and warehouse

6,000

Leased   Item 3.
    Legal
    Proceedings   Item 4.  Submission
    of Matters to a Vote of Security Holders   14




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PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    Information for Common Stock
    High


LowFiscal Year Ended January 31, 2008:First Quarter

$
16.43


$
12.75Second Quarter


20.64



14.00Third Quarter


21.98



15.30Fourth Quarter


21.92



15.76Fiscal Year Ended January 31, 2007:First Quarter

$
25.95


$
14.62Second Quarter


17.66



10.60Third Quarter


13.94



9.58Fourth Quarter


14.99



10.78     Dividend
    Policy
     15




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Performance
    Graph
  This performance graph shall not be deemed to be
    soliciting material or to be filed with
    the SEC or subject to Section 18 of the Exchange Act, nor
    shall it be deemed incorporated by reference in any of our
    filings under the Securities Act of 1933.
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    Mitcham Industries, Inc., The S&P Smallcap 600 Index
    And A Peer Group
  
    *
    
    $100 invested on 1/31/03 in stock or index-including
    reinvestment of dividends. 
    Fiscal year ending January 31.Copyright
    © 2008,
    Standard & Poors, a division of The McGraw-Hill
    Companies, Inc. All rights reserved.
    www.researchdatagroup.com/S&P.htm  1/31/03


1/31/04


1/31/05


1/31/06


1/31/07


1/31/08Mitcham Industries, Inc.


$
100.0



$
259.03



$
429.17



$
1773.61



$
936.81



$
1166.67S&P Smallcap 600



100.0




147.86




172.29




205.71




223.02




207.21Peer Company Index



100.0




221.14




322.14




528.11




815.33




921.32     Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   16




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Item 6.
    Selected
    Financial Data    Year Ended January 31,2008


2007


2006


2005


2004(Amounts in thousands, except per share amounts)Total revenues

$
76,421


$
48,910


$
34,589


$
26,368


$
22,406Income (loss) from continuing operations


11,439



9,285



10,855



2,049



(3,574
)Income (loss) from continuing operations per common
    share  basic


1.18



0.97



1.19



0.23



(0.41
)Income (loss) from continuing operations per common
    share  diluted


1.11



0.93



1.10



0.22



(0.41
)Balance Sheet Data:Cash and short-term investments


13,884



12,582



18,988



13,138



6,834Seismic equipment lease pool and property and equipment, net


53,179



35,432



19,924



19,725



25,359Total assets


103,901



83,302



57,620



41,395



40,730Long-term debt






1,500



3,000







2,418Total liabilities


28,133



23,796



10,169



7,518



9,933Total shareholders equity


75,768



59,506



47,451



33,877



30,797   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
     17




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Year Ended January 31,2008


2007


2006(In thousands)Revenues:Equipment Leasing

$
51,701


$
37,683


$
30,569Seamap


25,383



12,274



4,020Less inter-segment sales


(663
)


(1,047
)


Total revenues


76,421



48,910



34,589Cost of sales:Equipment Leasing


23,830



17,531



15,129Seamap


17,381



8,927



1,735Less inter-segment costs


(596
)


(631
)


Total direct costs


40,615



25,827



16,864Gross profitEquipment Leasing


27,871



20,152



15,440Seamap


8,002



3,347



2,285Less Inter-segment amounts


(67
)


(416
)


Total gross profit


35,806



23,083



17,725Operating expenses:General and administrative


17,425



14,970



9,437Provision for doubtful accounts


460



251



188Depreciation and amortization


1,476



1,307



648Total operating expenses


19,361



16,528



10,273Operating income

$
16,445


$
6,555


$
7,452EBITDA(1)

$
28,327


$
15,540


$
17,044Adjusted EBITDA(1)

$
30,580


$
17,185


$
17,197Reconciliation of Net Income to EBITDA and Adjusted EBITDANet income

$
11,439


$
9,285


$
10,855Interest income, net


(479
)


(836
)


(422
)Depreciation, amortization and impairment


11,879



8,919



9,575Provision for (benefit from) income taxes


5,488



(1,828
)


(2,964
)EBITDA(1)


28,327



15,540



17,044Stock-based compensation


2,253



1,645



153Adjusted EBITDA(1)

$
30,580


$
17,185


$
17,197     (1)
    
    EBITDA is defined as net income (loss) before (i) interest
    income, net of interest expense, (ii) provision for (or
    benefit from) income taxes and (iii) 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 calculated in accordance with
    accounting principles generally accepted in the United States of
    America (GAAP). We have included these non-GAAP
    financial measures because they provide management with
    important information for assessing our performance and as
    indicators of our ability to make capital expenditures and
    finance working capital requirements. EBITDA and Adjusted EBITDA
    are not measures of financial performance 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. 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. 18




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19




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Results
    of Operations
        Share-Based Payment
 20




---



##### Table of Contents



Revenues
    and Cost of Sales
  Equipment
    Leasing
    Year Ended January 31,2008


2007


2006(In thousands)Revenues:Equipment leasing

$
34,364


$
24,942


$
22,104Lease pool equipment sales


3,488



4,297



5,218New seismic equipment sales


9,350



5,071



1,046SAP equipment sales


4,499



3,373



2,20151,701



37,683



30,569Cost of sales:Lease pool depreciation


10,403



7,612



8,310Lease pool impairment










617Direct costs  equipment leasing


1,846



2,167



2,907Cost of lease pool equipment sales


1,019



1,961



950Cost of new seismic equipment sales


7,376



3,884



826Cost of SAP equipment sales


3,186



1,907



1,51923,830



17,531



15,129Gross profit

$
27,871


$
20,152


$
15,440Gross profit margin


54
%


53
%


51
%        21




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##### Table of Contents



Seamap
    Year Ended January 31,2008


2007


2006(In thousands)Equipment sales

$
25,383


$
12,274


$
4,020Cost of equipment sales


17,381



8,927



1,735Gross profit

$
8,002


$
3,347


$
2,285Gross profit margin


32
%


27
%


57
%    22




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##### Table of Contents



on-site
        Operating
    Expenses
     23




---



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Interest
    and Other Income, net
    Provision
    for Income Taxes
  Accounting for Uncertainty in Income Taxes
     24




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Liquidity
    and Capital Resources
             25




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26




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Payments Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsLong-term debt

$
1,575


$
1,575


$



$



$
Operating leases


2,831



811



1,056



593



371Purchase obligations


3,101



3,101











Total

$
7,507


$
5,487


$
1,056


$
593


$
371     Critical
    Accounting Policies
      Revenue
    Recognition
  
    Leases We recognize lease revenue ratably
    over the term of the lease unless there is a question as to
    whether it is collectible. Commission income is recognized once
    it has been paid to us. We do not enter into leases with
    embedded maintenance obligations. Under our standard lease, the
    customer is responsible for maintenance and repairs to the
    equipment, excluding normal wear and tear. We provide technical
    advice to our customers as part of our customer service
    practices.
    Equipment Sales We recognize revenue and cost
    of goods sold from equipment sales upon agreement of terms and
    when delivery has occurred, unless there is a question as to its
    collectibility. We occasionally offer extended payment terms on
    equipment sales transactions. These terms are generally one to
    two years in duration.  Allowance
    for Doubtful Accounts
    Long-Lived
    Assets
  10-year
 27




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##### Table of Contents



Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Goodwill
    and Other Intangible Assets
  15-year
  Goodwill and Other Intangible
    Assets
  Income
    Taxes
    Accounting for Income
    Taxes
 28




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##### Table of Contents




    taxable income projections in future years;
    whether the carryforward period is so brief that it would limit
    realization of tax benefits;
    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.    
    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 recent history of profitable operations in various
    jurisdictions;
    our anticipated positive income in various
    jurisdictions; and
    our existing customer relationships.    
    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 in the seismic equipment
    leasing and sales business.    Accounting for Uncertainty in Income Taxes
     29




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Stock-Based
    Compensation
  Accounting for
    Stock-Based Compensation
    New
    Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
  Non-Controlling Interests
    in Consolidated Financial Statements, An Amendment of Accounting
    Research Bulletin No. 51
  Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133
 30




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Item 7A.  Quantitative
    and Qualitative Disclosures about Market Risk  Market
    Risk
    Foreign
    Currency Risk
  non-U.S. dollar non-U.S. dollar non-U.S. dollar
    Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   31




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Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(b) Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Rule 13a-15(c) Internal
    Control Integrated Framework
  Form 10-K,
  Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K,
  http://www.mitchamindustries.com, 77342-1175,
 32




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##### Table of Contents



http://www.mitchamindustries.com
  Item 11.
    Executive
    Compensation  Form 10-K,
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K,
  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Form 10-K,
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K,
 PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  (a)
    List
    of Documents Filed  Financial Statements
  page F-l
  Financial Statement Schedules
    Exhibits
  Regulation S-K
 33




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##### Table of Contents



(b)
    Exhibits  10-K. Regulation S-K.
  SEC File orExhibit





Registration

ExhibitNumber

Document Description

Report or Registration Statement

Number

Reference3
.1

Amended and Restated Articles of Incorporation of Mitcham
    Industries, Inc.

Incorporated by reference to Mitcham Industries, Inc.s
    Registration Statement on Form S-8, filed with the SEC on August
    9, 2001.

333-67208

3.13
.2

Second Amended and Restated Bylaws of Mitcham Industries,
    Inc.

Incorporated by reference to Mitcham Industries, Inc.s
    Annual Report on Form 10-K for the fiscal year ended January 31,
    2004, filed with the SEC on May 28, 2004.

000-25142

3.210
.1*

Employment Agreement, dated January 15, 1997, between
    Mitcham Industries, Inc. and Billy F. Mitcham, Jr.

Incorporated by reference to Mitcham Industries, Inc.s
    Registration Statement on Form S-l, filed with the SEC on
    January 17, 1997.

333-19997

10.410
.2*

Separation Agreement and Release, effective as of
    August 23, 2006, between Michael A. Pugh and Mitcham
    Industries, Inc.

Incorporated by reference to Mitcham Industries, Inc.s
    Report on Form 10-Q for the quarter ended October 31, 2006,
    filed with the SEC on September 12, 2006.

000-25142

10.110
.3*

Mitcham Industries, Inc. 1994 Stock Option Plan

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 2007,
    filed with the SEC on April 16, 2007.

000-25142

10.310
.4*

Mitcham Industries, Inc. 1994 Non-Employee Director Stock Option
    Plan

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 2007,
    filed with the SEC on April 16, 2007.

000-21542

10.410
.5*

Mitcham Industries, Inc. 1998 Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 1998,
    filed with the SEC on June 1, 1998.

000-25142

Exhibit A10
.6*

Amended and Restated 1998 Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.3 34




---



##### Table of Contents



SEC File orExhibit





Registration

ExhibitNumber

Document Description

Report or Registration Statement

Number

Reference10
.7*

Mitcham Industries, Inc. 2000 Stock Option Plan

Incorporated by reference to Exhibit A of Mitcham Industries,
    Inc.s proxy statement for the fiscal year ended January
    31, 2000, filed with the SEC on May 26, 2000.

000-25142

Exhibit A10
.8*

Mitcham Industries, Inc. Stock Awards Plan

Incorporated by reference to Exhibit A of Mitcham Industries,
    Inc.s proxy statement for the fiscal year ended January
    31, 2006, filed with the SEC on May 31, 2006.

000-25142

Appendix A10
.9*

Form of Nonqualified Stock Option Agreement under the Mitcham
    Industries, Inc. Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Report on Form 10-Q for the quarter ended October 31, 2006,
    filed with the SEC on September 12, 2006.

000-25142

10.310
.10*

Form of Restricted Stock Agreement under the Mitcham Industries,
    Inc. Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Report on Form 10-Q for the quarter ended October 31, 2006,
    filed with the SEC on September 12, 2006.

000-25142

10.410
.11*

Form of Incentive Stock Option Agreement under the Mitcham
    Industries, Inc. Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Report on Form 10-Q for the quarter ended October 31, 2006,
    filed with the SEC on September 12, 2006.

000-25142

10.510
.12*

Form of Restricted Stock Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.110
.13*

Form of Nonqualified Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.210
.14*

Form of Incentive Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.410
.15*

Form of Phantom Stock Award Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.5 35




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##### Table of Contents



SEC File orExhibit





Registration

ExhibitNumber

Document Description

Report or Registration Statement

Number

Reference10
.16*

Form of Stock Appreciation Rights Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.610
.17*

Form of Incentive Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.710
.18*

Form of Nonqualified Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.810
.19*

Summary of Non-Employee Director Compensation

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 2007,
    filed with the SEC on April 16, 2007.

000-21542

10.1910
.20

Exclusive Lease Agreement, dated September 12, 2006,
    between Sercel, Inc. and Mitcham Industries, Inc.

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 12,
    2006.

000-25142

10.110
.21

Loan Agreement, dated March 30, 2004, between Mitcham
    Industries, Inc. and First Victoria National Bank

Incorporated by reference to Mitcham Industries, Inc.s
    Annual Report on Form 10-K for the fiscal year ended January 31,
    2004, filed with the SEC on May 28, 2004.

000-25142

10.1610
.22

Renewal Extension and Modification Agreement, dated
    January 31, 2007, between Mitcham Industries, Inc. and
    First Victoria Bank

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 2007,
    filed with the SEC on April 16, 2007.

000-21542

10.2210
.23

Stock Purchase Agreement, effective as of July 1, 2005,
    between Mitcham Industries, Inc. and Mark Welker, Tomoko Welker,
    Chew Kok Lee Pinnington, Michael Pinnington, Timothy Pinnington
    and Phillip Bull.

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on July 15, 2005.

000-25142

10.110
.24

Amendment to Mitcham Industries, Inc. 2000 Stock Option Plan

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 2007,
    filed with the SEC on April 16, 2007.

000-21542

10.24 36




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##### Table of Contents



SEC File orExhibit





Registration

ExhibitNumber

Document Description

Report or Registration Statement

Number

Reference10
.25

Form of Performance Award for the Mitcham Industries, Inc. Stock
    Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K filed on October 21, 2007.

000-21542

10.110
.26

Form of Phantom Share Agreement for the Mitcham Industries, Inc.
    Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K filed on October 21, 2007.

000-21542

10.221
.1

Subsidiaries of Mitcham Industries, Inc.

Incorporated by reference to Mitcham Industries, Inc.s
    Annual Report on Form 10-K for the fiscal year ended January 31,
    2006, filed with the SEC on May 10, 2006.

000-25142

2123
.1

Consent of Hein & Associates LLP31
.1

Certification of Billy F. Mitcham, Jr., Chief Executive Officer,
    pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended31
.2

Certification of Robert P. Capps, Chief Financial Officer,
    pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended32
.1

Certification of Billy F. Mitcham, Jr., Chief Executive Officer,
    under Section 906 of the Sarbanes Oxley Act of 2002,
    18 U.S.C. § 135032
.2

Certification of Robert P. Capps, Chief Financial Officer, under
    Section 906 of the Sarbanes Oxley Act of 2002,
    18 U.S.C. § 1350  37




---



##### Table of Contents



SIGNATURES      By:
    /s/  Billy
    F. Mitcham, Jr.   President and Chief Executive Officer
 (Principal Executive Officer)
    Signature

Title/Capacity

Date/s/  BILLY
    F. MITCHAM, JR.Billy
    F. Mitcham, Jr.

President, Chief Executive Officer and Director (Principal
    Executive Officer)

April 14, 2008/s/  ROBERT
    P. CAPPSRobert
    P. Capps

Executive Vice President  Finance, 
    Chief Financial Officer and Director (Principal Financial
    Officer and Principal Accounting Officer)

April 14, 2008/s/  PETER
    H. BLUMPeter
    H. Blum

Non-Executive Chairman of the Board

April 14, 2008/s/  ROBERT
    J. ALBERSRobert
    J. Albers

Director

April 14, 2008/s/  JOHN
    F. SCHWALBEJohn
    F. Schwalbe

Director

April 14, 2008/s/  RANDAL
    DEAN LEWISRandal
    Dean Lewis

Director

April 14, 2008  38




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##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReports of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    January 31, 2008 and 2007


F-4Consolidated Statements of Operations for the
    Years Ended January 31, 2008, 2007 and 2006


F-5Consolidated Statements of Changes in
    Shareholders Equity and Comprehensive Income for the Years
    Ended January 31, 2008, 2007 and 2006


F-6Consolidated Statements of Cash Flows for the
    Years Ended January 31, 2008, 2007 and 2006


F-7Notes to Consolidated Financial Statements


F-8  F-1




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##### Table of Contents



Report
    Of Independent Registered Public Accounting Firm on Financial
    Statements            Internal Control 
    Integrated Framework
  Share-Based Payment Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109, Accounting for Income Taxes
      F-2




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##### Table of Contents



Report
    Of Independent Registered Public Accounting Firm on Internal
    Controls
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
        F-3




---



##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED BALANCE SHEETS
  January 31,2008


2007(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
13,884


$
12,582Accounts receivable, net of allowance for doubtful accounts of
    $1,512 and $1,212 at January 31, 2008 and 2007, respectively


12,816



11,823Current portion of contracts receivable


2,964



1,787Inventories, net


6,352



7,308Deferred tax asset


1,230



483Prepaid expenses and other current assets


1,491



2,003Total current assets


38,737



35,986Seismic equipment lease pool and property and equipment, net


53,179



35,432Intangible assets, net


3,692



2,127Goodwill


4,358



3,358Deferred tax asset


1,505



5,094Long-term portion of contracts receivable and other assets


2,430



1,305Total assets

$
103,901


$
83,302LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
16,729


$
16,343Current maturities  long-term debt


1,500



1,500Income taxes payable


1,967



328Deferred revenue


872



948Accrued expenses and other current liabilities


3,674



3,177Total current liabilities


24,742



22,296Non-current income taxes payable


3,391



Long-term debt






1,500Total liabilities


28,133



23,796Commitments and contingencies (Note 11 & 15)Shareholders equity:Preferred stock, $1.00 par value; 1,000 shares
    authorized; none issued and outstanding






Common stock $.01 par value; 20,000 shares authorized;
    10,708 and 10,601 shares issued at January 31, 2008
    and January 31, 2007, respectively


107



106Additional paid-in capital


71,929



67,385Treasury stock, at cost (921 and 919 shares at
    January 31, 2008 and 2007, respectively)


(4,805
)


(4,781
)Retained earnings (deficit)


662



(6,142
)Accumulated other comprehensive income


7,875



2,938Total shareholders equity


75,768



59,506Total liabilities and shareholders equity

$
103,901


$
83,302    F-4




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##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended January 31,2008


2007


2006(In thousands, except per share data)Revenues:Equipment leasing

$
34,364


$
24,942


$
22,104Lease pool equipment sales


3,488



4,297



5,218Seamap equipment sales


24,720



11,227



4,020Other equipment sales


13,849



8,444



3,247Total revenues


76,421



48,910



34,589Cost of sales:Direct costs  equipment leasing


1,846



2,167



2,907Direct costs  lease pool depreciation


10,403



7,612



8,310Cost of lease pool equipment sales


1,019



1,961



950Cost of Seamap and other equipment sales


27,347



14,087



4,080Impairment of lease pool assets










617Total cost of sales


40,615



25,827



16,864Gross profit


35,806



23,083



17,725Operating expenses:General and administrative


17,425



14,970



9,437Provision for doubtful accounts


460



251



188Depreciation and amortization


1,476



1,307



648Total operating expenses


19,361



16,528



10,273Operating income


16,445



6,555



7,452Other income (expense):Interest income


687



987



528Interest expense


(208
)


(151
)


(106
)Other, net


3



66



17Total other income (expense)


482



902



439Income before income taxes


16,927



7,457



7,891Provision (benefit) for income taxes


5,488



(1,828
)


(2,964
)Net income

$
11,439


$
9,285


$
10,855Net income per common share:Basic

$
1.18


$
0.97


$
1.19Diluted

$
1.11


$
0.93


$
1.10Shares used in computing income per common share:Basic


9,698



9,596



9,126Diluted


10,282



10,026



9,844    F-5




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##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED STATEMENTS OF CHANGES IN
    SHAREHOLDERS EQUITY
 AND COMPREHENSIVE INCOME
  Years Ended January 31, 2006, 2007 and 2008AccumulatedOtherAdditional





Retained





ComprehensiveCommon Stock


Paid-In


Treasury


(Deficit)


Deferred


IncomeShares


Amount


Capital


Stock


Earnings


Compensation


(Loss)


Total(In thousands)Balances, January 31, 2005


9,894


$
99


$
62,702


$
(4,686
)

$
(26,282
)

$
(94
)

$
2,138


$
33,877Comprehensive income, net of tax:Net income


















10,855











10,855Foreign currency translation


























926



926Comprehensive income






























11,781Issuance of common stock upon exercise of options


471



5



1,635



















1,640Amortization of restricted stock, net of cancellations


(5
)






(9
)










86







77Stock-based compensation










76



















76Balances, January 31, 2006


10,360



104



64,404



(4,686
)


(15,427
)


(8
)


3,064



47,451Comprehensive income, net of tax:Net income


















9,285











9,285Foreign currency translation


























(126
)


(126
)Comprehensive income






























9,159Issuance of common stock upon exercise of options, net of stock
    surrendered as payment of option price


204



2



954



(95
)














861Restricted stock issued


37



























Reclass of deferred compensation










(8
)










8







Stock-based compensation










1,645



















1,645Tax benefit from exercise of stock options










390



















390Balances, January 31, 2007


10,601



106



67,385



(4,781
)


(6,142
)






2,938



59,506Adjustment to retained earnings upon adoption of FIN 48
    (Note 10)


















(4,635
)










(4,635
)Comprehensive income, net of tax:Net income


















11,439











11,439Foreign currency translation


























4,937



4,937Comprehensive income






























16,376Issuance of common stock upon exercise of options


65



1



281



















282Issuance of common stock upon exercise of warrants


23







98



















98Restricted stock issued


19







274



















274Shares surrendered for payment of taxes upon vesting of
    restricted stock














(24
)














(24
)Tax benefit from exercise of stock options and vesting of
    restricted stock










1,912



















1,912Stock-based compensation










1,979



















1,979Balances, January 31, 2008


10,708


$
107


$
71,929


$
(4,805
)

$
662


$



$
7,875


$
75,768    F-6




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##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended January 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income

$
11,439


$
9,285


$
10,855Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


11,879



8,919



8,958Impairment of lease pool assets










617Stock-based compensation


2,253



1,645



153Provision for doubtful accounts


461



251



188Provision for inventory obsolescence


348



144



Gross profit from sale of lease pool equipment


(2,469
)


(2,336
)


(4,268
)Excess tax benefit from exercise of non-qualified stock options


(1,912
)


(390
)


Provision for deferred income taxes


1,103



(2,523
)


(3,000
)Non-current income taxes payable


406







Changes in:Trade accounts and contracts receivable


(4,454
)


(6,778
)


(892
)Inventories


847



(5,088
)


(268
)Current assets of discontinued operations, net






354



35Income taxes payable


2,924



295



2Accounts payable, accrued expenses and other current liabilities


7,627



1,054



(1,093
)Prepaids and other, net


552



(1,246
)


(86
)Net cash provided by operating activities


31,004



3,586



11,201Cash flows from investing activities:Sales from used lease pool equipment


3,488



4,297



5,218Acquisition of subsidiaries


(3,784
)


(1,000
)


(2,537
)Purchases of short-term investments










(6,000
)Redemptions of short-term investments






2,550



3,450Purchases of seismic equipment held for lease


(29,967
)


(12,868
)


(8,186
)Purchases of property and equipment


(886
)


(1,677
)


(784
)Long-term assets of discontinued operations










216Net cash used in investing activities


(31,149
)


(8,698
)


(8,623
)Cash flows from financing activities:Proceeds from borrowings


4,500







Payments on borrowings


(6,000
)






(918
)Proceeds from issuance of common stock upon exercise of options
    and warrants, net of shares surrendered during exercises


356



861



1,640Excess tax benefit from exercise of non-qualified stock options


1,912



390



Net cash provided by financing activities


768



1,251



722Effect of changes in foreign exchange rates on cash and cash
    equivalents


679



5



Net increase (decrease) in cash and cash equivalents


1,302



(3,856
)


3,300Cash and cash equivalents, beginning of year


12,582



16,438



13,138Cash and cash equivalents, end of year

$
13,884


$
12,582


$
16,438    F-7




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##### Table of Contents



Mitcham
    Industries, Inc.



Notes to
    Consolidated Financial Statements

(In thousands, except for per share amounts) 1.
    Organization
    and Summary of Significant Accounting Policies  Organization 
  Revenue Recognition of Leasing Arrangements
  Revenue Recognition of Equipment Sales
  Presentation  06-3 (EITF 06-3) How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation), EITF 06-3 EITF 06-3
  Contracts receivable
  Allowance for doubtful accounts
  Cash and Cash Equivalents
  Short-term Investments 
 F-8




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##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Inventories first-in,
  Seismic Equipment Lease Pool
  Property and Equipment
  Intangible Assets  15-year
  Impairment Accounting For the Impairment or Disposal of Long-Lived
    Assets (SFAS 144)
  Goodwill and Other Intangible Assets
  Income Taxes
  Accounting for Income Taxes
  
    taxable income projections in future years;
    whether the carry forward period is so brief that it would limit
    realization of tax benefits;
    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
    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.  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109, Accounting for Income Taxes
 F-9




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Use of Estimates
    Fair Value of Financial Instruments -
  Foreign Currency Translation
  Stock-Based Compensation  Share-Based Payment Accounting for Stock-Based
    Compensation Accounting for Stock Issued to Employees
 F-10




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Earnings Per Share
  Year Ended January 31,2008


2007


2006Stock options


554



409



706Restricted stock


23



10



Warrants


7



11



12Total dilutive shares


584



430



718     Reclassifications
  2.
    New
    Accounting Pronouncements  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
  Non-Controlling Interests
    in Consolidated Financial Statements, An Amendment of Accounting
    Research Bulletin No. 51
 F-11




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##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133
  3.
    Supplemental
    Statements of Cash Flows Information    Year Ended January 31,2008


2007


2006Interest paid

$
233


$
157


$
22Taxes paid, net


968



239



Note payable issued to prior owners of Seamap










3,000Seismic equipment acquired in exchange for cancellation of
    accounts receivable










192Seismic equipment purchases included in accounts payable at
    year-end


8,566



12,600



  F-12




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Inventories  first-in,
  As of January 31,2008


2007Raw materials

$
3,565


$
3,996Finished goods


898



2,023Work in progress


2,693



1,686Cost of inventories


7,156



7,705Less allowance for obsolescence


(804
)


(397
)Net inventories

$
6,352


$
7,308   5.
    Contracts
    Receivable    6.
    Seismic
    Equipment Lease Pool and Property and Equipment    As of January 31,2008


2007Recording channels

$
60,287


$
44,148Other peripheral equipment


56,389



44,153Cost of seismic equipment lease pool


116,676



88,301Land and buildings


366



366Furniture and fixtures


5,026



4,347Autos and trucks


605



382Cost of property and equipment


5,997



5,095Cost of seismic equipment lease pool and property and equipment


122,673



93,396Less accumulated depreciation


(69,494
)


(57,964
)Net book value of seismic equipment lease pool and property and
    equipment

$
53,179


$
35,432   F-13




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  As of January 31,2008


2007Location of seismic equipment lease pool and property and
    equipment:United States

$
19,602


$
12,969Canada


27,108



18,062Australia


1,861



1,057Russia


3,399



1,965Singapore


634



623United Kingdom


575



756Total

$
53,179


$
35,432   7.
    Goodwill
    and Other Intangible Assets  Weighted


As of January 31, 2008


As of January 31, 2007Average


Gross





Net


Gross





NetRemaining


Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingLife at 1/31/08


Amount


Amortization


Amount


Amount


Amortization


AmountGoodwill





$
4,358










$
3,358Proprietary rights


12.5


$
3,886


$
(333
)

$
3,553


$
1,850


$
(195
)

$
1,655Covenants not-to-compete


0.4



1,000



(861
)


139



1,000



(528
)


472Amortizable intangible assets





$
4,886


$
(1,194
)

$
3,692


$
2,850


$
(723
)

$
2,127       For fiscal year ended January 31,:2009

$
4252010


2862011


2862012


2862013 and thereafter


2,409Total

$
3,692    F-14




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  8.
    Long-Term
    Debt and Notes Payable      9.
    Shareholders
    Equity       F-15




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  10.
    Income
    Taxes    Year Ended January 31,2008


2007


2006Income before income taxes is attributable to the following
    jurisdictions:Domestic

$
6,297


$
3,143


$
5,668Foreign


10,630



4,314



2,223Total

$
16,927


$
7,457


$
7,891The components of income tax expense (benefit) were as follows:Current:Federal

$
2,901


$
406


$
130Foreign


1,078



289



(94
)Non-current taxes payable


406







4,385



695



36Deferred:Federal


(898
)


316



(1,169
)Foreign


2,001



(2,839
)


(1,831
)Income tax expense (benefit)

$
5,488


$
(1,828
)

$
(2,964
)     Year Ended January 31,2008


2007


2006Federal income tax expense at 34%

$
5,755


$
2,534


$
2,683Tax credit utilization










(105
)Utilization of valuation allowance










(2,921
)Reversal/release of valuation allowance






(5,954
)


(3,000
)Decrease in foreign effective tax rate


26



1,032



Foreign exchange gain


76



631



Permanent differences


42



(131
)


27Foreign effective tax rate differential


(567
)


(198
)


258Other


(250
)


258



94Potential tax, penalties and interest resulting from uncertain
    tax positions


406







$
5,488


$
(1,828
)

$
(2,964
)  F-16




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of January 31,2008


2007Deferred tax assets:Foreign net operating loss carry forwards

$
2,210


$
3,472U.S. net operating loss carry forward attributable to excess
    stock option deductions






1,582Tax credit carry forwards


2,107



1,115Stock option book expense under FAS 123R


1,276



524Depreciation difference


481



482Allowance for doubtful accounts


450



376Allowance for inventory obsolescence


236



68Impairment of fixed assets






166Accruals not yet deductible for tax purposes


543



137Gross deferred tax assets


7,303



7,922Valuation allowance






(1,583
)Deferred tax assets


7,303



6,339Deferred tax liabilities:Undistributed earnings of controlled foreign corporations not
    permanently reinvested


(2,312
)


(664
)Non-deductible intangible assets


(606
)


Unrealized foreign exchange gain (loss)






(98
)Deferred tax liabilities


(2,918
)


(762
)Effect of uncertain tax positions


(1,650
)


Total deferred tax assets, net

$
2,735


$
5,577       paid-in-capital.
   F-17




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Year EndedJanuary 31, 2008Unrecognized tax benefits as of February 1, 2007

$
(3,862
)Increases as a result of tax positions taken in prior years


(16
)Increases as a result of tax positions taken in current year


Settlements


Lapse of statute of limitations


Unrecognized tax benefits as of January 31, 2008

$
(3,878
)       11.
    Commitments
    and Contingencies  Purchase Obligations
  12.
    Stock
    Option Plans     F-18




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Weighted
    average Black-Scholes-Merton fair value assumptions
  Year Ended January 31,2008

2007

2006Risk free interest rate

2.9 - 4.9%

4.7 - 5.2%

3.0%Expected life

3.4 - 5.9 yrs

3.9 - 6.3 yrs

8 yrsExpected volatility

53 - 58%

54 - 67%

67 - 68%Expected dividend yield

0.0%

0.0%

0.0%     10-year
 F-19




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Stock
    Based Compensation Activity
    WeightedWeighted


AverageAverage


Remaining


AggregateNumber


Exercise


Contractual


Intrinsicof Shares


Price


Term (In Years)


ValueOutstanding, January 31, 2007


1,208


$
7.57Granted


257



18.67Exercised


(72
)


3.88Forfeited


(2
)


13.19Expired


(1
)


16.64Outstanding, January 31, 2008


1,390


$
9.80



6.59


$
10,304Exercisable at January 31, 2008


899


$
6.35



5.30


$
9,481Vested and expected to vest at January 31, 2008


1,276


$
10.03



7.11


$
10,240           Year Ended January 31, 2008Number of


Weighted AverageShares


Grant Date Fair ValueUnvested, beginning of period


38


$
13.10Granted


18



19.46Vested


(14
)


13.61Canceled






Unvested, end of period


42


$
15.60    F-20




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year EndedJanuary 31, 2006Pro forma impact of fair value methodReported income from continuing operations attributable to
    common shareholders

$
10,855Less: fair value impact of employee stock compensation


(1,104
)Pro forma income from continuing operations attributable to
    common shareholders

$
9,751Reported net income

$
10,855Income (loss) per common shareBasic  as reported net income

$
1.19Diluted  as reported net income

$
1.10Basic  pro forma net income

$
1.07Diluted  pro forma net income

$
0.99   13.
    Segment
    Reporting  Disclosures about Segments of an
    Enterprise and Related Information.
        As of January 31, 2008


As of January 31, 2007


As of January 31, 2006Equipment








Equipment








EquipmentLeasing


Seamap


Consolidated


Leasing


Seamap


Consolidated


Leasing


Seamap


ConsolidatedFixed assets, net

$
52,560


$
1,209


$
53,179


$
34,523


$
1,378


$
35,432


$
19,694


$
230


$
19,294Intangible assets, net






3,692



3,692







2,127



2,127







2,584



2,584Goodwill






4,358



4,358







3,358



3,358







2,358



2,358   F-21




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  For the Year EndedJanuary 31, 2008


January 31, 2007


January 31, 2006Equipment








Equipment








EquipmentLeasing


Seamap


Consolidated


Leasing


Seamap


Consolidated


Leasing


Seamap


ConsolidatedRevenues

$
51,701


$
25,383


$
76,421


$
37,683


$
12,274


$
48,910


$
30,569


$
4,020


$
34,589Interest income (expense), net


720



(235
)


479



925



(89
)


836



418



4



422Income (loss) before taxes


15,422



1,562



16,927



10,793



(2,869
)


7,457



8,322



(431
)


7,891Capital expenditures


31,013



407



30,853



13,591



1,423



14,545



8,857



113



8,970Depreciation and amortization expense


10,948



1,075



11,879



8,074



857



8,919



8,649



309



8,958     14.
    Quarterly
    Financial Data (Unaudited)  Fiscal Year


April 30


July 31


October 31


January 31Net revenues:


2008


$
23,014


$
15,399


$
17,205


$
20,8032007



14,115



10,959



12,741



11,095Gross profit:


2008



10,104



6,573



9,276



9,8532007



7,297



5,132



5,910



4,744Income before income taxes:


2008



5,809



2,651



4,014



4,4532007



3,623



1,204



2,539



91Incomes taxes (benefit):


2008



1,869



930



1,583



1,1062007



184



(49
)


(1,324
)


(639
)Net income:


2008



3,940



1,721



2,431



3,3472007



3,439



1,253



3,863



730Income per common share  basic:


2008


$
0.41


$
0.18


$
0.25


$
0.342007


$
0.36


$
0.13


$
0.40


$
0.08Income per common share  diluted:


2008


$
0.39


$
0.17


$
0.24


$
0.322007


$
0.33


$
0.12


$
0.38


$
0.07   15.
    Leases   F-22




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          2009

$
8112010

$
5872011

$
4692012

$
3642013 and thereafter

$
599   16.
    Concentrations  Credit Risk
    Industry Concentration
  Supplier Concentration
 F-23




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  17.
    Sales and
    Major Customers    Year Ended January 31,2008


2007


2006Canada

$
6,820


$
8,302


$
8,914UK/Europe


27,892



9,318



2,355South America


4,153



3,050



3,220Asia/South Pacific


9,431



9,713



10,479Eurasia


10,180



4,998



Other


4,119



1,940



233Totals

$
62,595


$
37,321


$
25,201    F-24




---



##### Table of Contents



Independent
    Registered Public Accounting Firms Report On Financial
    Statement Schedule
      Form 10-K) (Schedule II-Valuation Form 10-K.
        F-25




---



##### Table of Contents



SCHEDULE II
    MITCHAM INDUSTRIES, INC.
    VALUATION AND QUALIFYING ACCOUNTS
  Col. A

Col. B


Col. C(1)


Col. C(2)


Col. D


Col. EBalance at


Charged to


Charged toBeginning of


Costs and


Other


Deductions


Balance at EndDescription

Period


Expenses


Accounts


Describe


of Period(In thousands)Allowance for doubtful accountsJanuary 31, 2008

$
1,212



460



5
(a)


(165
)(b)

$
1,512January 31, 2007

$
1,173



250







(211
)(b)

$
1,212January 31, 2006

$
1,009



188







(24
)(b)

$
1,173Allowance for obsolete equipment
    and inventoryJanuary 31, 2008

$
553



448



59



(16
)(c)

$
1,044January 31, 2007

$
351



248



(23
)


(23
)(c)

$
553January 31, 2006

$
519



77



2
(A)


(247
)(c)

$
351     (a)
    
    Represents translation differences.(b)
    
    Represents recoveries and uncollectible accounts written off.(c)
    
    Represents sale or scrap of inventory and obsolete equipment. F-26