8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934





Date of Report (Date of earliest event reported)       June 1, 1996
                                                  ---------------------

                            MITCHAM INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its Charter)


       Texas                       33-81164-D                 76-0210849
- --------------------------------------------------------------------------------
(State or other Jurisdiction    (Commission File            (IRS Employer
 of Incorporation)                   Number)             Identification Number)


44000 Highway 75 South, Huntsville, Texas                        77342
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(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code          (409) 291-2277
                                                       -------------------------


                                       N/A
- --------------------------------------------------------------------------------
                  (Former address if changed since last report)


Total number of pages contained in the Form and Exhibits: 12

Exhibit Index begins on page 6



ITEM 5.  OTHER EVENTS.

     Effective June 1, 1996, Mitcham Industries, Inc., a Texas corporation (the
"Company") entered into an amendment of its Exclusive Lease Referral Agreement
with Input/Output, Inc. ("I/O"), a leading designer and manufacturer of land-
based 3-D seismic data acquisition equipment and systems.

BACKGROUND

     The Company specializes in the leasing and sale of seismic equipment to the
oil and gas industry.  The Company provides short-term leasing of peripheral
seismic equipment to meet a customer's requirements, as well as offering
maintenance and support during the lease term.  The Company leases its seismic
equipment primarily to land-based seismic data acquisition companies and major
oil and gas exploration companies conducting seismic data acquisition surveys in
North and South America.  The Company also sells and services new and used
seismic data acquisition systems and peripheral equipment to companies engaged
in oil and gas exploration.

     Seismic data acquisition equipment is used in the identification and
graphic definition of subsurface geologic structures and formations which
potentially contain oil and gas.  Since the mid-1980s, the oil and gas industry
has evolved from utilizing seismic data using two-dimensional ("2-D") seismic
surveys to utilizing three dimensional ("3-D") surveys.  Three-dimensional
seismic data, although more costly than 2-D data, is believed to provide greatly
enhanced information regarding subsurface geology, resulting in improved
drilling success rates and reduced exploration costs.  The production of this
enhanced information requires the use of a greater number of remote signal
conditions, or "channel boxes," which collect and transmit seismic data, and of
various other types of peripheral seismic equipment to support the additional
channel boxes.

AMENDMENT AND EXTENSION OF EXCLUSIVE LEASE REFERRAL AGREEMENT WITH INPUT/OUTPUT,
INC.

     Effective June 1, 1996, the Company entered into an amendment of its
Exclusive Lease Referral Agreement (the "I/O Agreement") with I/O.  The I/O
Agreement was entered into in February 1994, under which agreement the Company
(i) was the exclusive third-party recipient of requests from I/O customers and
others to lease I/O 3-D channel boxes in North and South America through
December 1996; and (ii) was able to acquire 3-D channel boxes from I/O at
favorable prices based upon the volume of channel boxes purchased.  Subject to
certain exceptions, I/O could not recommend or suggest any competitor of the
Company as a potential lessor of I/O 3-D channel boxes in North and South
America.  As a manufacturer of complete data acquisition systems that are
compatible only with I/O channel boxes, I/O typically receives significant
inquiries to lease I/O 3-D channel boxes from customers desiring to expand the
capacities of their systems on a short-term basis.


     In order to receive the benefits of the I/O Agreement, the Company was
required to  purchase an aggregate of $10.0 million of I/O 3-D channel boxes in
stated installments over the term of the agreement, which was to terminate on
December 31, 1996 (the "Termination Date").   As of the date of the Prospectus,
the Company had purchased approximately $7.9 million of


                                        2




the required $10.0 million of I/O 3-D channel boxes under the I/O Agreement, and
was required to purchase an additional $2.1 million of channel boxes on or
before the Termination Date.  The Company had proposed an extension of the I/O
Agreement on substantially similar terms.

     Under the I/O Agreement as amended, (i) the term has been extended until
May 31, 2000; (ii) the seismic data acquisition equipment that I/O will sell to
the Company and with respect to which I/O will recommend the Company as a
potential lessor has been expanded; and (iii) the former aggregate minimum
purchase requirement of $10.0 million no longer applies.  The other provisions
of the I/O Agreement remain substantially the same.


     In addition to I/O 3-D channel boxes that were the subject of the agreement
before the amendment, the I/O Agreement now covers (i) ocean bottom cable
systems, which collect seismic data in an ocean environment in depths of up to
200 meters; (ii) central electronics units, which act as the control center of
and test all functions of complete data acquisition systems; and (iii) remote
acquisition modules, field communication devices between channel boxes and
central electronics units that allow more channel boxes to be employed in a
seismic survey (all of the foregoing seismic equipment subject to the I/O
Agreement referred to collectively as the "I/O Equipment").

     In place of the former aggregate $10.0 million of required purchases,
Company has agreed to purchase an aggregate of $3.0 million of I/O 3-D channel
boxes after June 1, 1996 and before November 30, 1996 (the "Renewal Purchase"),
with a minimum of $1.5 million to be purchased by August 31, 1996.  The Renewal
Purchase is necessary in order for the Company to continue to receive the
benefits of I/O Agreement, which will have no further force or effect if the
Renewal Purchase is not timely made.  As long as the Renewal Purchase is timely
made, the Company will continue as I/O's exclusive recipient of seismic leasing
requests I/O receives from its customers and others in North and South America
and will be able to acquire channel boxes at favorable prices based upon the
volume of I/O Equipment purchased.

     Specifically, from January 1, 1997 through May 31, 1997, the Company must
purchase at least an aggregate of $1.25 million of I/O Equipment in order to
receive favorable pricing with respect to such equipment.  In each of the years
from June 1, 1997 through May 31, 1998, June 1 through May 31, 1999 and June 1,
1999 through May 31, 2000, the Company must purchase at least an aggregate of
$3.0 million of I/O Equipment (or an aggregate additional $10.25 million after
the $3.0 million Renewal Purchase is made) in order to receive favorable pricing
on such equipment.  The Company's failure to meet the minimum purchase
requirements in any such period will not affect its ability to receive favorable
pricing in a subsequent period.

     The Company anticipates that the cash flow generated from the I/O 3-D
channel boxes which it currently owns, the available portions of its $1.0
million line of credit with a bank and its $4.2 million term loan with a bank,
and all or a portion of the approximately $4.2 million aggregate proceeds it has
received from the exercise of the Warrants, bridge warrants, and
representative's warrants issued to the representative of the underwriters in
the Company's IPO, will be used to fund $1.5 million of the Renewal Purchase by
August 15, 1996 and the remaining $1.5 million of the Renewal Purchase by
November 30, 1996.  The Company anticipates that the foregoing sources will fund
in part the remaining aggregate $10.25 million of subsequent minimum purchases
required over the term of the I/O Agreement in order to


                                        3



receive favorable pricing on such equipment.   However, the Company anticipates
that it may require additional equipment loans in order to fully fund those
minimum purchase requirements.  There can be no assurance that the Company will
be able to obtain such equipment financing loans on terms acceptable to the
Company, if at all.  Failure to meet the minimum purchase requirement in one or
more years would mean the loss of favorable pricing provided for by the I/O
Agreement, which would have a material adverse effect on the Company's future
operations and profits.

ITEM 7.

FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  FINANCIAL STATEMENTS.  NONE

     (b)  PRO FORMA FINANCIAL INFORMATION.  NONE

     (c)  EXHIBITS.

          Exhibit Number           Description
          --------------           -----------

                10                 Fourth Amendment to Exclusive Lease Referral
                                   Agreement, effective June 1, 1996

                99                 Press Release dated June 13, 1996



                                        4



                                   SIGNATURES

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


                                    MITCHAM INDUSTRIES, INC.
                                    --------------------------------------------
                                          (Registrant)


DATED:  July 18, 1996



                                    By:    /s/  Billy F. Mitcham, Jr.
                                       -----------------------------------------
                                           Billy F. Mitcham, Jr.
                                           Chairman of the Board,
                                           Chief Executive Officer and President


                                        5



                                  EXHIBIT INDEX



Exhibit                                                                  Page
- -------                                                                  ----

 10       Fourth Amendment to Exclusive Lease Referral Agreement           8

 99       Press Release dated June 13, 1996                               12


                                        6

EX-10

                                                                      EXHIBIT 10


                         FOURTH AMENDMENT TO EXCLUSIVE
                            LEASE REFERRAL AGREEMENT

     This Fourth Amendment ("Amendment") to Exclusive Lease Referral Agreement
is made effective June 1st, 1996 ("Renewal Date") by and between Mitcham
Industries, Inc. a Texas corporation ("Mitcham"), and Input/Output, Inc., a
Delaware corporation ("I/O"), modifying by written agreement certain of the
provisions of that certain Exclusive Lease Referral Agreement between Mitcham
and I/O, dated February 22, 1994, as amended by the terms of that certain First
Amendment thereto dated May 20, 1994, that certain Second Amendment thereto
dated June 1, 1994 and that certain Third Amendment thereto dated August 26,
1994 (collectively referred to herein as the "Agreement").


                                   WITNESSETH:

     WHEREAS, Mitcham and I/O desire to extend, and modify certain terms of
the Agreement.

     NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and obligations contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Mitcham and I/O hereby
agree as follows:

     1.   Part Five of the Agreement is amended through restatement,
prospectively from the Renewal Date, as follows:

          5.   MINIMUM PURCHASE TO MAINTAIN EXCLUSIVITY; AGREEMENT TO SELL THE
PRODUCTS.  Mitcham agrees to purchase, and irrevocably orders from I/O, an
aggregate of $3 million of the Products after the Renewal Date and before
November 30, 1996 with a minimum of $1.5 million to be purchased by Aug. 31,
1996 and the balance by November 30, 1996 ("Renewal Purchase").  Mitcham's
rights under this Agreement are contingent upon Mitcham timely consummating the
Renewal Purchase.  If for any reason Mitcham fails to timely consummate the
Renewal Purchase then this Agreement shall automatically lapse and have no
further force or effect.  If the Renewal Purchase is timely made then I/O shall
sell to Mitcham such of the Products as Mitcham shall order (an "Order") valued
after giving effect to the discount(s) set forth on SCHEDULE 5.  Mitcham shall
receive the discounts set forth on SCHEDULE 5 attached hereto with regard to the
Products ordered by Mitcham in each Order.  In addition, Mitcham's acquisition
of RSR channel boxes, parts and battery packs shall not entitle Mitcham to a
discount thereon but any such purchase shall be counted for purposes of the
Renewal Purchase and any other purchase requirement in this Amendment.



     2.   Part Nine of the Agreement is amended through restatement,
prospectively from the Renewal Date, as follows:

          9.   DISCOUNTS ON CERTAIN PURCHASES.  June 1 through May 31 is a
"Contract Year."  After December 31, 1996, Mitcham shall receive the annual
Contract Year discounts set forth on SCHEDULE 5 attached hereto with regard to
the full amount of any I/O invoice related to any Purchases by Mitcham of the
Products.  No discount shall apply to maintenance work performed by I/O for
Mitcham or any purchases by Mitcham of other than the Products, unless otherwise
agreed in writing.  Annual Contract Year discounts will be calculated on a per
Order basis taking into account the purchases of Products to date in the
applicable Contract Year.

          In clarification of the definition of "Products" in the Agreement,
regardless of any prior course of dealings or understanding, "Products" shall
mean only I/O's completely assembled (a) remote acquisition modules ALX and ALT;
(b) central electronics systems, and (c) channel boxes RCS, RAX, RSX, MRX and
BCX.  For example, and not in limitation, battery packs, parts and service are
not part of the Products.

     3.   SCHEDULE 5 of the Agreement is amended through restatement,
prospectively from the Renewal Date as follows:


                                   SCHEDULE 5

Renewal Date through DECEMBER 31, 1996 - 16.3% discount.

JANUARY 1, 1997 THROUGH MAY 31, 1997 - $0-$1,250,000 cumulative Orders of
Products with 0% discounts; $1,250,001 and above cumulative Orders with 10%
discount; plus a one time $125,000 credit, to purchase additional Products, that
is usable before May 31, 1997 upon Orders reaching $1,250,001 between
January 1, 1997 and May 31, 1997.

                       ANNUAL DISCOUNT AFTER MAY 31, 1997

     DOLLAR AMOUNT OF ORDERS                           DISCOUNT
     CONTRACT YEAR TO DATE

          $0-$3,000,000                                     0%

          $3,000,001 and up;                                10%


                                        2



plus a $300,000 annual credit usable to purchase Products in that Contract Year 
upon reaching $3,000,001 in Orders in that Contract Year.

NO DOUBLE DIPPING:  Credits do not also receive a discount when used to purchase
Products.

Contract Years run from June 1 to May 31.

     4.   Part Twelve of the Agreement is amended through restatement,
prospectively from the Renewal Date, as follows:

     The Agreement is extended from June 1, 1996 through May 31, 2000.

     5.   Except as amended in this Amendment, the Agreement is ratified and
confirmed in all respects.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Amendment as of the date first written above.

Mitcham Industries, Inc.                Input/Output, Inc.


By:  /s/ Billy F. Mitcham, Jr.          By:  /s/ Gary D. Owens
   --------------------------------        -------------------------------------
         Billy F. Mitcham, Jr.,                  Gary D. Owens,
         President                               President


                                        3

EX-99

                                      EXHIBIT 99










                                    PRESS RELEASE



                                    [LETTERHEAD]

[LOGO]

                                FOR IMMEDIATE RELEASE

              MITCHAM INDUSTRIES AND INPUT/OUTPUT EXTEND EXCLUSIVE LEASE
                       REFERRAL AGREEMENT THROUGH MAY 31, 2000

                   ADDITIONAL EQUIPMENT COVERED UNDER NEW AGREEMENT

HUNTSVILLE, TX, June 13, 1996 -- Mitcham Industries, Inc. (NASDAQ:MIND), the
leading independent company specializing in the leasing of 3-D seismic equipment
to the oil and gas industry, today announced that its Exclusive Lease Referral
Agreement with Input/Output, Inc. (NYSE: IO), a world leader in the design and
manufacture of 3-D seismic data acquisition systems and related equipment, has
been extended through May 31, 2000, and certain terms thereof amended.  The
original agreement, entered into by the two companies in February 1994, was
scheduled to expire on December 31, 1996.

Under the agreement, Mitcham Industries has been the exclusive third-party
recipient of requests from Input/Output customers to lease certain Input/Output
3-D equipment in North and South America.  Pursuant to the amended agreement,
Mitcham Industries must purchase an aggregate of $3 million of Input/Output
equipment between June 1 and November 31, 1996, with a minimum of $1.5 million
to be purchased by August 31, 1996.  After December 31, 1996, discounts and
credits will not be available unless certain minimum purchases are made.  Since
the signing of the agreement in February 1994, Mitcham Industries estimates that
it has purchased approximately $8.0 million of Input/Output equipment.

                                        -more-



Mitcham Industries, Inc. News Release                                     Page 2
June 13, 1996


Commenting, Billy F. Mitcham, Jr., Chairman, President and Chief Executive
Officer of Mitcham Industries, said, "The I/O and Mitcham Industries association
has been mutually rewarding, and as a result, I/O has agreed not only to extend
the term of the Exclusive Lease Referral Agreement but has also added its bottom
cable systems to the equipment covered under our agreement."

I/O's President and Chief Executive Officer, Gary D. Owens stated, "Mitcham
Industries plays a vital role in the 3-D seismic technology market by providing
equipment to geophysical contractors that must occasionally supplement existing
equipment inventories for specific jobs.  3-D seismic technology provides the
most accurate data available for identifying oil and gas deposits and is an
invaluable tool for exploration companies striving to increase productivity and
reduce exploration costs.  In a capital constrained industry, Mitcham Industries
makes this process more affordable."

Mitcham Industries, Inc. is the leading independent company specializing in the
leasing of 3-D seismic equipment to the oil and gas exploration industry.
Mitcham also sells new and "experienced" seismic equipment.  The Company has
sold and leased seismic equipment for over nine years.


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