<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>h89707ex3-1.txt
<DESCRIPTION>AMENDED ARTICLES OF INCORPORATION
<TEXT>
<PAGE>   1
                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF
                            MITCHAM INDUSTRIES, INC.

                                    ARTICLE I

         Mitcham Industries, Inc. (the "Corporation"), pursuant to the
provisions of Article 4.07 of the Texas Business Corporation Act, hereby adopts
Amended and Restated Articles of Incorporation that accurately copy the Articles
of Incorporation and all amendments thereto that are in effect before the date
hereof and as further amended by these Amended and Restated Articles of
Incorporation as hereinafter set forth and that contain no other change to any
provision thereof.

                                   ARTICLE II

         The Articles of Incorporation of the Corporation are amended by these
Amended and Restated Articles of Incorporation as follows:

         Article Three of the Articles of Incorporation is hereby deleted and
replaced to read in its entirety as follows:

                                 "ARTICLE THREE

                  The purpose for which the Corporation is organized is the
         transaction of any and all lawful business for which corporations may
         be incorporated under the Texas Business Corporation Act."

         Article Four of the Articles of Incorporation is hereby deleted and
replaced to read in its entirety as follows:

                                  "ARTICLE FOUR

                  A. The aggregate number of shares that the Corporation shall
         have the authority to issue is twenty million (20,000,000) shares of
         common stock, par value one cent ($0.01) per share, and one million
         (1,000,000) shares of preferred stock, par value one dollar ($1.00) per
         share (the "Preferred Stock").

                  B. The board of directors of the Corporation (the "Board of
         Directors") is authorized, subject to limitations prescribed by Texas
         law and the provisions of this Article IV, to divide the Preferred
         Stock into classes and series and fix and determine the relative rights
         and preferences of the shares of any classes and series so established.

                  C. The authority of the Board of Directors with respect to
         each series shall include the determination of the following:

                           (a) The rate of dividend payable with respect to
                  shares of such series and the dates, terms, and other
                  conditions on which such dividends shall be payable.



<PAGE>   2


                           (b) The nature of the dividend payable with respect
                  to shares of such series as cumulative, noncumulative or
                  partially cumulative.

                           (c) The price at and the terms and conditions on
                  which shares may be redeemed.

                           (d) The amount payable upon shares in the event of
                  involuntary liquidation.

                           (e) The amount payable upon shares in the event of
                  voluntary liquidation.

                           (f) Sinking fund provisions for the redemption or
                  purchase of shares.

                           (g) The terms and conditions on which shares may be
                  converted, if the shares of any series are issued with the
                  privilege of conversion.

                           (h) Voting rights.

                           (i) Repurchase obligations of the Corporation with
                  respect to the shares of each series, subject, however, to the
                  limitations of Article 2.38 of the Texas Business Corporation
                  Act, as amended.

                  Any of the voting powers, designations, preferences, rights
         and qualifications, limitations or restrictions of any such series of
         Preferred Stock may be made dependent upon facts ascertainable outside
         these Articles of Incorporation or of any amendment hereto, or outside
         the resolution or resolutions providing for the issuance of such stock
         adopted by the Board of Directors pursuant to authority expressly
         vested in it by these provisions, provided that such facts and the
         manner in which such facts shall operate upon the voting powers,
         designations, preferences, rights and qualifications, limitations or
         restrictions of such series of stock are clearly and expressly set
         forth in the resolution or resolutions providing for the issuance of
         such stock adopted by the Board of Directors.

                  D. No holder of any shares of any class of stock of the
         Corporation, whether now or hereafter authorized, shall have the right,
         preemptive or otherwise, to acquire additional, unissued or treasury
         shares of the Corporation, or securities of the Corporation convertible
         into or carrying any rights to subscribe to or acquire any such
         additional, unissued or treasury shares."


                                       2
<PAGE>   3


         Article Six of the Articles of Incorporation is hereby deleted and
replaced to read in its entirety as follows:

                                  "ARTICLE SIX

                  The street address of the Corporation's registered office is
         811 Dallas Avenue, Houston, Texas 77002 (c/o CT Corporation System),
         and the name of its registered agent at such address is CT Corporation
         System."

         Article Seven is hereby deleted and replaced to read in its entirety as
follows:

                                 "ARTICLE SEVEN

                  The number of directors of the Corporation shall be two;
         provided, however, that such number may be increased or decreased upon
         resolution of the Board of Directors in compliance with these Articles
         and the Corporation's Bylaws, and the names of the persons who are to
         serve as directors of the Corporation until their successors are
         elected and qualified are:

                           Billy F. Mitcham, Jr.
                           Paul C. Mitcham

                  The address of all of the directors named above is P.O. Box
         1175, Huntsville, TX 77342."

         Article Eight of the Articles of Incorporation is hereby deleted and
replaced to read in its entirety as follows:

                                 "ARTICLE EIGHT

                  Cumulative voting in the election of directors is expressly
         prohibited."

         Article Nine of the Articles of Incorporation is hereby deleted and
replaced to read in its entirety as follows:

                                  "ARTICLE NINE

                  A director of the Corporation shall not be personally liable,
         or shall be liable only to the extent provided in the Articles of
         Incorporation to the Corporation or its shareholders or members for
         monetary damages for an act or omission in the director's capacity as a
         director, except that this Article does not authorize the elimination
         or limitation of the liability of a director to the extent the director
         is found liable for:

                           (1) a breach of the director's duty of loyalty to the
                  Corporation or its shareholders or members;


                                       3
<PAGE>   4


                           (2) an act or omission not in good faith that
                  constitutes a breach of duty of the director to the
                  Corporation or an act or omission that involves intentional
                  misconduct or a knowing violation of the law;

                           (3) a transaction from which the director received an
                  improper benefit, whether or not the benefit resulted from an
                  action taken within the scope of the director's office; or

                           (4) an act or omission for which the liability of a
                  director is expressly provided by an applicable statute."

         Article Ten of the Articles of Incorporation is hereby deleted and
replaced to read in its entirety as follows:

                                  "ARTICLE TEN

                  No contract or other transaction between the Corporation and
         one or more of its directors, officers or shareholders or between the
         Corporation and another corporation, partnership, joint venture, trust
         or other enterprise of which one or more of the Corporation's
         directors, officers or shareholders are members, officers,
         shareholders, directors or employees or in which they are otherwise
         interested, directly or indirectly, shall be invalid solely because of
         such relationship, or solely because such a director, officer or
         shareholder is present at or participates in the meeting of the Board
         of Directors or committee thereof that authorizes the contract or other
         transaction, or solely because his or their votes are counted for such
         purpose, if (a) the material facts as to his relationship or interest
         and as to the contract or other transaction are known or disclosed to
         the Board of Directors or committee thereof, and such board or
         committee in good faith authorizes the contract or other transaction by
         the affirmative vote of a majority of the disinterested directors even
         though the disinterested directors be less than a quorum, or (b) the
         material facts as to his relationship or interest and as to the
         contract or other transaction are known or disclosed to the
         shareholders entitled to vote thereon, and the contract or other
         transaction is approved in good faith by vote of the shareholders, or
         (c) the contract or other transaction is fair as to the Corporation as
         of the time it is entered into."

         Article Eleven is hereby added to the Articles of Incorporation to read
in its entirety as follows:

                                 "ARTICLE ELEVEN

                  Section 11.1 Indemnification. As permitted by Section G of
         Article 2.02-1 of the Texas Business Corporation Act (the
         "Indemnification Article"), the Corporation (a) makes mandatory the
         indemnification of directors permitted under Section B of the
         Indemnification Article as contemplated by Section G thereof, and (b)
         agrees to advance the reasonable expenses of a director upon such
         director's compliance with the requirements of Sections K and L of the
         Indemnification Article.


                                       4
<PAGE>   5


                  Section 11.2 Non-Exclusivity. The provisions of Section 11.1
         shall not be deemed exclusive of any other rights to which any director
         of the Corporation may be entitled under any agreement, pursuant to a
         vote of the Board of Directors, any committee thereof or the
         shareholders, as a matter of law or otherwise, either as to action in
         his official capacity or as to action in another capacity while holding
         such office, and shall continue as to a person who has ceased to be a
         director and shall inure to the benefit of the heirs, executors and
         administrators of such person.

                  Section 11.3 Limitation. No person shall be entitled to
         indemnification pursuant to this Article Eleven in relation to any
         matter as to which indemnification shall not be permitted by law.

                  Section 11.4 Defined Terms. Terms used herein that are defined
         in the indemnification Article shall have the respective meanings set
         forth in the Indemnification Article."

                                   ARTICLE III

         Each such amendment made by these Amended and Restated Articles of
Incorporation has been effected in conformity with the provisions of the Texas
Business Corporation Act and such Amended and Restated Articles of Incorporation
and each such amendment made by the Amended and Restated Articles of
Incorporation were duly adopted by the shareholders of the Corporation on May 2,
1994.

                                   ARTICLE IV

         The number of shares of the Corporation outstanding was 10,000 (prior
to the stock split referred to in Article V of these Amended and Restated
Articles of Incorporation) and the number of shares entitled to vote on these
Amended and Restated Articles of Incorporation as so amended was 10,000 (before
the stock split referred to in Article V of these Amended and Restated Articles
of Incorporation), the holders of all of which have signed a written consent to
the adoption of these Amended and Restated Articles of Incorporation.

                                    ARTICLE V

         The amendment to Article Four reflects a 138-for-one stock split,
pursuant to which there will be an exchange of issued shares, with each
shareholder receiving 138 shares of common stock, par value $0.01 per share,
issued pursuant to these Amended and Restated Articles of Incorporation for each
one share, par value $0.10 per share, of common stock held by such shareholder
before the riling of these Amended and Restated Articles of Incorporation.

                                   ARTICLE VI

         The amendment to Article Four effects a change in the amount of stated
capital of the Corporation as a result of the reduction in the par value of the
common stock and the increase in the number of outstanding shares of common
stock caused by the stock split described in Article

                                       5
<PAGE>   6

V of these Amended and Restated Articles of Incorporation. The amendment of
Article Four effects a change in the amount of stated capital of the Corporation
from $1,000 to $13,800.

                                   ARTICLE VII

         The Articles of Incorporation and all amendments and supplements
thereto are hereby superseded by the Amended and Restated Articles of
Incorporation attached hereto as Exhibit "A", which accurately copy the entire
text thereof and as amended above.

         EXECUTED on May 2, 1994.



                                       MITCHAM INDUSTRIES, INC.


                                       By: /s/ BILLY F. MITCHAM, JR.
                                          --------------------------------------
                                           Billy F. Mitcham, Jr.
                                           President


                                       6
<PAGE>   7




                                   EXHIBIT "A"

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                            MITCHAM INDUSTRIES, INC.


                                   ARTICLE ONE

         The name of the corporation is MITCHAM INDUSTRIES, INC.

                                   ARTICLE TWO

         The period of its duration is perpetual.

                                  ARTICLE THREE

         The purpose for which the Corporation is organized is the transaction
of any and all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.

                                  ARTICLE FOUR

         A. The aggregate number of shares that the Corporation shall have the
authority to issue is twenty million (20,000,000) shares of common stock, par
value one cent ($0.01) per share, and one million (1,000,000) shares of
preferred stock, par value one dollar ($1.00) per share (the "Preferred Stock").

         B. The board of directors of the Corporation (the "Board of Directors")
is authorized, subject to limitations prescribed by Texas law and the provisions
of this Article IV, to divide the Preferred Stock into classes and series and
fix and determine the relative rights and preferences of the shares of any
classes and series so established.

         C. The authority of the Board of Directors with respect to each series
shall include the determination of the following:

                  (a) The rate of dividend payable with respect to shares of
         such series and the dates, terms, and other conditions on which such
         dividends shall be payable.

                  (b) The nature of the dividend payable with respect to shares
         of such series as cumulative, noncumulative or partially cumulative.

                  (c) The price at and the terms and conditions on which shares
         may be redeemed.

                  (d) The amount payable upon shares in the event of involuntary
         liquidation.

                  (e) The amount payable upon shares in the event of voluntary
         liquidation.


                                      A-i
<PAGE>   8


                  (f) Sinking fund provisions for the redemption or purchase of
         shares.

                  (g) The terms and conditions on which shares may be converted,
         if the shares of any series are issued with the privilege of
         conversion.

                  (h) Voting rights.

                  (i) Repurchase obligations of the Corporation with respect to
         the shares of each series, subject, however, to the limitations of
         Article 2.38 of the Texas Business Corporation Act, as amended.

         Any of the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of any such series of Preferred
Stock may be made dependent upon facts ascertainable outside these Articles of
Incorporation or of any amendment hereto, or outside the resolution or
resolutions providing for the issuance of such stock adopted by the Board of
Directors pursuant to authority expressly vested in it by these provisions,
provided that such facts and the manner in which such facts shall operate upon
the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such series of stock are clearly and expressly
set forth in the resolution or resolutions providing for the issuance of such
stock adopted by the Board of Directors.

         D. No holder of any shares of any class of stock of the Corporation,
whether now or hereafter authorized, shall have the right, preemptive or
otherwise, to acquire additional, unissued or treasury shares of the
Corporation, or securities of the Corporation convertible into or carrying any
rights to subscribe to or acquire any such additional, unissued or treasury
shares.

                                  ARTICLE FIVE

         The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of $1,000.00 consisting of
money, labor done or property actually received.

                                   ARTICLE SIX

         The street address of the Corporation's registered office is 811 Dallas
Avenue, Houston, Texas 77002 (c/o CT Corporation System), and the name of its
registered agent at such address is CT Corporation System.

                                  ARTICLE SEVEN

         The number of directors of the Corporation shall be two; provided,
however, that such number may be increased or decreased upon resolution of the
Board of Directors in compliance with these Articles and the Corporation's
Bylaws, and the names of the persons who are to serve as directors of the
Corporation until their successors are elected and qualified are:

                           Billy F. Mitcham, Jr.
                           Paul C. Mitcham

The address of all of the directors named above is P.O. Box 1175 Huntsville, TX
77342.


                                      A-ii
<PAGE>   9


                                  ARTICLE EIGHT

         Cumulative voting in the election of directors is expressly prohibited.

                                  ARTICLE NINE

         A director of the Corporation shall not be personally liable, or shall
be liable only to the extent provided herein, to the Corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article does not authorize the
elimination or limitation of the liability of a director to the extent the
director is found liable for:

         (1) a breach of the director's duty of loyalty to the Corporation or
its shareholders;

         (2) an act or omission not in good faith that constitutes a breach of
duty of the director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;

         (3) a transaction from which the director received an improper benefit,
whether or benefit resulted from an action taken within the scope of the
director's office; or

         (4) an act or omission for which the liability of a director is
expressly provided by an applicable statute.

                                   ARTICLE TEN

         No contract or other transaction between the Corporation and one or
more of its directors, officers or shareholders or between the Corporation and
another corporation, partnership, joint venture, trust or other enterprise of
which one or more of the Corporation's directors, officers or shareholders are
members, officers, shareholders, directors or employees or in which they are
otherwise interested, directly or indirectly, shall be invalid solely because
such relationship, or solely because such a director, officer or shareholder is
present at or participates in the meeting of the Board of Directors or committee
thereof that authorizes the contract or other transaction, or solely because his
or their votes are counted for such purposes, if (a) the material facts as to
his relationship or interest and as to the contract or other transaction are
known or disclosed to the Board of Directors or committee thereof, and such
board or committee in good faith authorizes the contract or other transaction by
the affirmative vote of a majority of the disinterested directors even thought
the disinterested directors be less than a quorum, or (b) the material facts as
to his relationship or interest and as to the contract or to the transaction are
known or disclosed to the shareholders entitled to vote thereon, and the
contract or other transaction is approved in good faith by vote of the
shareholders, or (c) the contract or other transaction is fair as to the
Corporation as of the time it is entered into.

                                 ARTICLE ELEVEN

                  Section 11.1 Indemnification. As permitted by Section G of
         Article 2.02-1 of the Texas Business Corporation Act (the
         "Indemnification Article"), the corporation (a) makes mandatory the
         indemnification of directors permitted under Section B of the
         indemnification Article as contemplated by Section G thereof, and (b)
         agrees to advance the reasonable expenses of a director upon such


                                     A-iii
<PAGE>   10

         director's compliance with the requirements of Sections K and L of the
         Indemnification Article.

                  Section 11.2 Non-Exclusivity. The provisions of Section 11.1
         shall not be deemed exclusive of any other rights to which any director
         of the Corporation may be entitled under any agreement, pursuant to a
         vote of the Board of Directors, any committee thereof or the
         shareholders, as a matter of law or otherwise, either as to action in
         his official capacity or as to action in another capacity while holding
         such office, and shall continue as to a person who has ceased to be a
         director and shall inure to the benefit of the heirs, executors and
         administrators of such person.

                  Section 11.3 Limitation. No person shall be entitled to
         indemnification pursuant to this Article Eleven in relation to any
         matter as to which indemnification shall not be permitted by law.

                  Section 11.4 Defined Terms. Terms used herein that are defined
         in the Indemnification Article shall have the respective meanings set
         forth in the Indemnification Article.



                                      A-iv

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