UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form l0-K/A

(Mark One)

For the Fiscal Year Ended January 31, 2005

OR

Commission File No. 000-25142

Mitcham Industries, Inc.

Registrant’s telephone number, including area code:
936-291-2277

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, $.01 par value
(Title of class)

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. o

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

     Aggregate market value of the voting stock held by non-affiliates of the registrant: $15,060,815 as of July 31, 2004.

     As of April 17, 2005, there were outstanding 8,979,732 shares of the registrant’s common stock, par value $.01, which is the only class of common or voting stock of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

1

MITCHAM INDUSTRIES, INC.
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K/A
EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-K/A amends Mitcham Industries’ Annual Report on Form 10-K for the year ended January 31, 2005, as filed by us on May 2, 2005 (the “Original Form 10-K”) and is being filed solely to file two exhibits that were inadvertently omitted. This amendment has no impact on our previously reported audited financial statements and notes thereto as of January 31, 2005. Furthermore, this Form 10-K/A does not reflect events occurring after the filing date of the Original Form 10-K and does not modify or update the disclosures in that form in any way other than as explained above.

TABLE OF CONTENTS

i

PART IV

     Item 15. Exhibits and Financial Statement Schedules

     (a) List of Documents Filed

          (1) Financial Statements

     The financial statements filed as part of the Original Form 10-K and are listed in “Index to Consolidated Financial Statements” on page F-l of the Original Form 10-K.

          (2) Financial Statement Schedules

     The Original Form 10-K includes the following financial statement schedule:

     Schedule II — Valuation and Qualifying Accounts

     (3) Exhibits - The exhibits required by Item 601 of Regulation S-K are listed in subparagraph (c) below.

     (c) Exhibits – See the accompanying Index to Exhibits.

(1)

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16th day of May, 2005.

(2)

INDEX TO EXHIBITS