As filed with the Securities and Exchange Commission on November 22, 2004

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

______________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________________

MITCHAM INDUSTRIES, INC.

8141 SH 75 South
P.O. Box 1175
Huntsville, Texas 77342
(281) 353-4475
(Address, including Zip Code,
of Principal Executive Offices)

______________________

MITCHAM INDUSTRIES, INC. AMENDED AND RESTATED 1998 STOCK AWARDS PLAN
(Full title of the Plan)

______________________

Christopher C. Siffert
Corporate Controller
8141 SH 75 South
P.O. Box 1175
Huntsville, Texas 77342
281-353-4475
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, for Agent for Service)

______________________

Copy to:

T. Mark Kelly
Christopher S. Collins
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002-6760
(713) 758-2222

CALCULATION OF REGISTRATION FEE

Table of Contents

STATEMENT UNDER GENERAL INSTRUCTION E—REGISTRATION OF
ADDITIONAL SHARES

     This Registration Statement on Form S-8 is being filed by Mitcham Industries, Inc. (the “Registrant”) to register an additional 400,000 shares of common stock of the Registrant, $0.01 par value (the “Common Stock”), which may be issued pursuant to awards granted to certain employees, consultants and non-employee directors of the Company under the Registrant’s Amended and Restated 1998 Stock Awards Plan (the “Plan”). Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8, Registration No. 333-67208, filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2001, are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

1

SIGNATURES

     Pursuant to the requirements of the Securities Act, Mitcham Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Huntsville, State of Texas, on November 22, 2004.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of MITCHAM INDUSTRIES, INC. (the “Company”) hereby constitutes and appoints Christopher C. Siffert and Billy F. Mitcham, Jr., or either of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on November 22, 2004.

2

INDEX TO EXHIBITS

EXHIBIT 5.1

November 22, 2004

Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, Texas 77342

Ladies and Gentlemen:

     We have acted as counsel for Mitcham Industries, Inc., a Texas corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of 400,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) pursuant to the Mitcham Industries, Inc. Amended and Restated 1998 Stock Awards Plan (the “Plan”). The shares of Common Stock that are to be issued under the Plan are referred to herein as the “Shares.”

     In connection with the foregoing, we have examined or are familiar with the Amended and Restated Articles of Incorporation of the Company, the Second Amended and Restated Bylaws of the Company, the corporate proceedings with respect to the issuance of the Shares, the registration statement on Form S-8 filed in connection with the registration of the Shares (the “Registration Statement”), and such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion.

     Based upon the foregoing, we are of the opinion that when the Shares are authorized and issued in accordance with the provisions of the Plan, the Shares will be validly authorized, issued, fully paid and non-assessable.

     The foregoing opinion is limited to the laws of the United States of America and the State of Texas.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,
 
/s/ Vinson & Elkins L.L.P.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to incorporation by reference in the registration statement on Form S-8 of Mitcham Industries, Inc. of our report dated May 20, 2004, which report appears in the January 31, 2004 annual report on Form 10-K of Mitcham Industries, Inc.