10QSB/A

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                          FORM 10-QSB/A
                                
                      --------------------

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

               FOR THE PERIOD ENDED JULY 31, 1996
                                
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                  THE EXCHANGE ACT OF 1934

               COMMISSION FILE NUMBER   81164-D  
                                
                      --------------------
                                
                    MITCHAM INDUSTRIES, INC.
  (Name of small business issuer as specified in its charter)
                                
             TEXAS                         76-0210849
(State or other jurisdiction of         (I.R.S. Employer
Incorporation or organization)         Identification No.)

                    44000 HIGHWAY 75 SOUTH
                    HUNTSVILLE, TEXAS 77340
            (Address of principal executive offices)
                                
                         (409) 291-2277
                  (Issuer's telephone number)

                      --------------------
                                
   Check whether the issuer (1) has filed all reports required to 
be filed by Section 13 or 15 (d) of the Exchange Act 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 
                                                    ---     ---

     State the number of shares outstanding of each of the issuer's 
classes of common equity, as of the latest practicable date: 
4,378,650 shares of Common Stock, $.01 par value, were outstanding 
as of SEPTEMBER 6, 1996.

Transitional Small Business Disclosure Format (check one):  Yes    No X 
                                                               ---   ---


                                   1


PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Mitcham Industries, Inc. held its 1996 Annual Meeting of Stockholders
        on June 12, 1996. The purpose of the meeting was to elect seven 
        directors to adopt an amendment to the 1994 Stock Option Plan 
        increasing the number of shares subject to options granted under the 
        plan and to ratify the appointment of Hein + Associates L.L.P. to 
        examine the financial statements for the year ending January 31, 
        1997. The results of the voting were as follows:

        ELECTION OF DIRECTORS:          FOR            WITHHELD
                                        ---            --------
        Billy F. Mitcham, Jr.        2,195,852            400
        Paul C. Mitcham              2,194,952          1,300
        Roberto Rios                 2,195,852            400
        William J. Sheppard          2,193,310          2,942
        Gordon M. Greve              2,194,852          1,400
        Randal D. Lewis              2,194,552          1,700
        John F. Schwalbe             2,194,552          1,700

        ADOPTION OF AMENDMENT to the 1994 Stock Option Plan to increase the 
        number of shares of Common Stock available for option grants by 100,000.

           FOR             AGAINST         ABSTAIN        NON-VOTE
        ---------          -------         -------        --------
        3,030,048          152,540         23,489         125,458 

        RATIFICATION OF APPOINTMENT OF HEIN + ASSOCIATES L.L.P. as the 
        Company's independent certified public accountant

        3,321,531           6,560          13,792            -    
        ---------           -----          ------          -----  
           FOR             AGAINST         ABSTAIN        NON-VOTE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       (a) Exhibits
           --------

           Exhibit 11: Computation of Earnings Per Common and Common Equivalent 
           Share for the six months ended July 31, 1996 and 1995.

           Exhibit 27: Financial Data Schedule (electronic filing only)


                                       2



       (b) Reports on Form 8-K
           -------------------

           On May 14, 1996, the Company filed a Form 8-K on the call for 
           redemption of its  publicly traded Common Stock Purchase Warrants 
           ("Warrants"). 

           On June 26, 1996, the Company filed a Form 8-K on the number of 
           warrants exercised and the amount of money raised from the exercise 
           of the warrants. 

           On July 18, 1996, the Company filed a Form 8-K reporting the 
           extension and amendment of its Exclusive Lease Referral Agreement 
           with Input/Output, Inc. ("I/O").





                                   SIGNATURES

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

                           MITCHAM INDUSTRIES, INC.



DATE: NOVEMBER 5, 1996           ROBERTO RIOS
                           CHIEF FINANCIAL OFFICER



                                       3

EX-27

 


<ARTICLE> 5
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-START>                             MAY-01-1996
<PERIOD-END>                               JUL-31-1996
<CASH>                                           6,281
<SECURITIES>                                         0
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<CURRENT-ASSETS>                                10,577
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