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<SEC-DOCUMENT>0000950129-01-502429.txt : 20010810
<SEC-HEADER>0000950129-01-502429.hdr.sgml : 20010810
ACCESSION NUMBER:		0000950129-01-502429
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20010809
EFFECTIVENESS DATE:		20010809

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MITCHAM INDUSTRIES INC
		CENTRAL INDEX KEY:			0000926423
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359]
		IRS NUMBER:				760210849
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67208
		FILM NUMBER:		1702793

	BUSINESS ADDRESS:	
		STREET 1:		44000 HIGHWAY 75 SOUTH
		STREET 2:		PO BOX 1175
		CITY:			HUNTSVILLE
		STATE:			TX
		ZIP:			77340
		BUSINESS PHONE:		4092912277

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1175
		STREET 2:		P O BOX 1175
		CITY:			HUNTSVILLE
		STATE:			TX
		ZIP:			77342-1175
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>h89707s-8.txt
<DESCRIPTION>MITCHAM INDUSTRIES, INC.
<TEXT>
<PAGE>   1


     As filed with the Securities and Exchange Commission on August 9, 2001
                                                  Registration No. 333-_________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             ----------------------

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

             TEXAS
  (State or other jurisdiction                     76-0210849
of incorporation or organization)           (I.R.S. Employer Identification No.)

                             44000 HIGHWAY 75 SOUTH
                            HUNTSVILLE, TEXAS 77340
                    (Address of principal executive offices)

                             ----------------------

                 MITCHAM INDUSTRIES, INC. 1998 STOCK AWARDS PLAN
                 MITCHAM INDUSTRIES, INC. 2000 STOCK OPTION PLAN
                            (Full title of the Plans)

                             ----------------------

                             CHRISTOPHER C. SIFFERT
                              CORPORATE CONTROLLER
                             44000 HIGHWAY 75 SOUTH
                             HUNTSVILLE, TEXAS 77340
                                 (936) 291-2277
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------

                                    COPY TO:
                                SABRINA A. MCTOPY
                              JACKSON WALKER L.L.P.
                           1100 LOUISIANA, SUITE 4200
                              HOUSTON, TEXAS 77002
                                 (713) 752-4265

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
============================================================================================================================
                                                        PROPOSED MAXIMUM         PROPOSED MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO BE            OFFERING PRICE         AGGREGATE OFFERING          AMOUNT OF
     TO BE REGISTERED             REGISTERED             PER SHARE (1)               PRICE (1)         REGISTRATION FEE (1)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                    <C>                       <C>                        <C>
       Common Stock,         350,000 shares                   4.75                  $1,662,500               $ 416.00
      $.01 par value
- ----------------------------------------------------------------------------------------------------------------------------
       Common Stock
      $.01 par value         1,000,000 shares                 4.75                  $4,750,000              $1,188.00
- ----------------------------------------------------------------------------------------------------------------------------
          Totals             1,350,000 shares                                       $6,412,500              $1,604.00
============================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.
         Under Rule 457(c) and (h), the offering price per share, the aggregate
         offering price and the registration fee are calculated based on the
         average of the high and low sale prices of the Common Stock reported by
         the National Association of Securities Dealers Automated Quotation
         National Market System on August 7, 2001 ($4.75 per share).

================================================================================


<PAGE>   2


                                   P A R T II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Mitcham Industries, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:

         (i) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2001;

         (ii) All of the Company's other reports filed under Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since January 31, 2001; and

         (iii) The description of the Company's Common Stock, par value $.01 per
share ("Common Stock") contained in the Company's Current Report on Form 8-K,
dated August 8, 2001, updating such description contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act.

         All documents filed by the Company with the Commission under Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and before the filing of a post-effective amendment to
this Registration Statement that indicates all securities offered have been sold
or that de-registers all remaining securities, will be incorporated by reference
in this Registration Statement and be a part hereof from the date of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Texas law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action by reason of his service
as a director or officer of the corporation, against (a) expenses (including
attorneys' fees) that are actually and reasonably incurred by him ("Expenses")
and (b) judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of such
action, provided that he acted in good faith and reasonably believed that his
conduct (i) was in the best and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.

         Although Texas law permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of a suit brought to obtain a


                                       2
<PAGE>   3

judgment in the corporation's favor, provided that he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the corporation's
best interests, if such person is judged liable to the corporation,
indemnification is limited to Expenses, and is not allowed at all if such person
shall have been judged liable for willful or intentional misconduct.

         The Texas Business Corporation Act also provides for mandatory
indemnification of any director or officer against Expenses to the extent such
person has been wholly successful in any proceeding covered by the statute. In
addition, the Texas Business Corporation Act provides the general authorization
of advancement of a director's or officer's litigation expenses in lieu of
requiring the authorization of such advancement by the board of directors in
specific cases.

         The Company's Amended and Restated Articles of Incorporation (the
"Articles") provide for the broad indemnification of its directors and officers
and for advancement of litigation expenses to the fullest extent permitted by
Texas law.

         The Company's Articles also eliminate or limit the personal liability
of directors for damages for breach of fiduciary duty as a director, except for
(i) a breach of a director's duty of loyalty to Mitcham Industries; (ii) an act
or omission not in good faith or that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which a director received
an improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or (iv) an act or omission for which
the liability of a director is expressed provided for by an applicable statute.
These provisions may reduce the likelihood of derivative action against
directors for breaches of their fiduciary duties.

         The Company maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for claims made against directors and officers of the Company for a wrongful act
that they may become legally obligated to pay or for which the Company is
required to indemnify the directors or officers, including liabilities under
federal and state securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

3.1      -       Amended and Restated Articles of Incorporation of the Company.

3.2      -       Amended and Restated Bylaws of the Company.

5.1      -       Opinion of Jackson Walker L.L.P.

10.1     -       The Company's 1998 Stock Awards Plan (incorporated by
                 reference to the Company's Proxy Statement dated May 31, 1998).

10.2     -       The Company's 2000 Stock Option Plan (incorporated by reference
                 to the Company's Proxy Statement dated May 31, 2000).

23.1     -       Consent of Jackson Walker L.L.P. (included in Exhibit 5.1)

23.2     -       Consent of Hein + Associates LLP.

24.1     -       Power of Attorney (included as part of the signature page of
                 the Registration Statement).

- ------------------

                                       3

<PAGE>   4


ITEM 9.  UNDERTAKINGS.

      A. Undertaking to Update

         Mitcham Industries hereby undertakes:

         (1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:

             (i) include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

             (ii) reflect in the prospectus any facts or events that,
individually or in the aggregate, represent a fundamental change in the
information in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective Registration
Statement; and

             (iii) include any additional or changed material information on the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement unless
the information required by (i) and (ii) is included in the periodic reports
Mitcham Industries has filed under Section 13 or 15(d) of the Exchange Act that
are incorporated by reference into this Registration Statement.

         (2) For determining any liability under the Securities Act, to treat
each post-effective amendment as a new Registration Statement of the securities
offered and the offering of such securities at that time to be deemed the
initial bona fide offering thereof; and

         (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

      B. Undertaking Regarding Documents Incorporated by Reference

         Mitcham Industries hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of Mitcham Industries'
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be a new
Registration Statement relating to the securities offered, and the offering of
such securities at that time shall be the initial bona fide offering thereof.


                                       4
<PAGE>   5


      C. Undertaking Regarding Indemnification

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Mitcham
Industries under the foregoing provisions, or otherwise, Mitcham Industries has
been advised that in the Securities and Exchange Commission's opinion, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If there is a claim for indemnification against
such liabilities (other than Mitcham Industries' payment of expenses incurred or
paid by a director, officer, or controlling person of Mitcham Industries in the
successful defense of any action, suit or proceeding) asserted by such director,
officer, or controlling person of Mitcham Industries in connection with the
securities being registered, Mitcham Industries will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.




                                       5

<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, Mitcham Industries
certifies it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly authorized the undersigned to
sign this Registration Statement on its behalf in the City of Huntsville, State
of Texas, on August 8, 2001.


                                 MITCHAM INDUSTRIES, INC.


                                 By: /s/ CHRISTOPHER C. SIFFERT
                                    --------------------------------------------
                                    Christopher C. Siffert, Corporate Controller
                                    (principal accounting officer)


         The undersigned officers and directors of Mitcham Industries hereby
appoint P. Blake Dupuis and Christopher C. Siffert, and each of them singly, our
true and lawful attorney and agent to do all acts and things in our name and on
our behalf in our capacities as officers and directors, and to execute and file
any or all amendments to this Registration Statement (including post-effective
amendments and any amendment or amendments increasing the amount of securities
for which registration is being sought), 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 attorney and
agent full power and authority to do every thing necessary to be done to
effectuate the same, as fully confirming all that such attorney and agent or his
substitute or substitutes, may lawfully do or cause to be done.




                                       6

<PAGE>   7




         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on July 18, 2001.


<Table>
<Caption>

                 SIGNATURE                                                TITLE/CAPACITY
                 ---------                                                --------------
<S>                                                          <C>
     /s/ BILLY F. MITCHAM, JR.                               Chairman of the Board, President and Chief Executive
- --------------------------------------------------------     Officer
     BILLY F. MITCHAM, JR.

     /s/ P. BLAKE DUPUIS                                     Executive Vice President - Finance, Secretary and
- --------------------------------------------------------     Treasurer and Director
     P. BLAKE DUPUIS

     /s/ WILLIAM J. SHEPPARD                                 Executive Vice President of International Operations
- --------------------------------------------------------     and Director
     WILLIAM J. SHEPPARD

     /s/ RANDAL DEAN LEWIS
- --------------------------------------------------------     Director
     RANDAL DEAN LEWIS

     /s/ JOHN F. SCHWALBE
- --------------------------------------------------------     Director
     JOHN F. SCHWALBE

     /s/ PETER H. BLUM
- --------------------------------------------------------     Director
     PETER H. BLUM
</Table>





                                       7
<PAGE>   8




                                INDEX TO EXHIBITS

3.1      -       Amended and Restated Articles of Incorporation of the Company.

3.2      -       Amended and Restated Bylaws of the Company.

5.1      -       Opinion of Jackson Walker L.L.P.

10.1     -       The Company's 1998 Stock Awards Plan (incorporated by
                 reference to the Company's Proxy Statement dated May 31, 1998).

10.2     -       The Company's 2000 Stock Option Plan (incorporated by reference
                 to the Company's Proxy Statement dated May 31, 2000).

23.1     -       Consent of Jackson Walker L.L.P. (included in Exhibit 5.1)

23.2     -       Consent of Hein + Associates LLP.

24.1     -       Power of Attorney (included as part of the signature page of
                 the Registration Statement).




</TEXT>
</DOCUMENT>
<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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>h89707ex3-2.txt
<DESCRIPTION>AMENDED BYLAWS
<TEXT>
<PAGE>   1



                                                                     EXHIBIT 3.2

                         AMENDED AND RESTATED BYLAWS OF

                            MITCHAM INDUSTRIES, INC.

                                OCTOBER 20, 1994

                                    ARTICLE I
                                OFFICES AND AGENT

         The Corporation may have such offices, either within or without the
State of Texas, as the Board of Directors may designate or as the business of
the Corporation may require from time to time.

         The registered office of the Corporation required by the Texas Business
Corporation Act to be maintained in the State of Texas may be, but need not be,
identical with the principal office in the State of Texas, as designated by the
Board of Directors. The address of the registered office or the identity of the
registered agent may be changed from time to time by the Board of Directors.

         The address of the initial registered office of the Corporation and the
name of the initial registered agent of the Corporation at such address are set
out in the Articles of Incorporation of the Corporation.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held on such date in each year and at such time and place as may be
determined by the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated for any annual
meeting of the shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the holders of
not less than 10% of the outstanding shares of the Corporation entitled to vote
at the meeting.

         SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Texas, as the place of meeting for
any annual or special meeting called by the Board of Directors. If no
designation is made, or if a special meeting be called otherwise than by the
Board of Directors, the place of meeting shall be the registered office of the
Corporation in the State of Texas.



<PAGE>   2


         SECTION 4. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. Attendance by a shareholder, whether in person or by
proxy, at a shareholder's meeting shall constitute a waiver of notice of such
meeting of which he has had no notice.

         SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any distribution, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed 60 days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may, by resolution, fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than 60 days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action, regarding such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a distribution, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.

         SECTION 6. FIXING RECORD DATES FOR CONSENTS TO ACTION. Unless a record
date shall have previously been fixed or determined pursuant to Section 5 of
this Article II, whenever action by shareholders is proposed to be taken by
consent in writing without a meeting of shareholders, the Board of Directors may
fix a record date for the purpose of determining shareholders entitled to
consent to that action, which record date shall not precede, and shall not be
more than ten days after, the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors and the prior action of the Board of Directors is not
required by the Texas Business Corporation the record date for determining
shareholders entitled to consent to action in writing without a meeting shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the Corporation by delivery to its
registered office, its principal place of business, or an officer or agent of
the Corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the Corporation's
principal



                                       2
<PAGE>   3


place of business shall be addressed to the President or the principal executive
officer of the Corporation. If no record date shall have been fixed by the Board
of Directors and prior action of the Board of Directors is required by the Texas
Business Corporation Act, the record date for determining shareholders entitled
to consent to action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts a resolution taking
such prior action.

         SECTION 7. VOTING LISTS. The officer or agent having charge of the
stock transfer books of the Corporation shall make, at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, or any adjournment thereof, arranged in alphabetical
order, with the address and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the Corporation, and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and opened at the time and place of the meeting and shall be subject to
the inspection by any shareholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

         SECTION 8. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, and represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders unless otherwise provided in
the Articles of Incorporation of the Corporation. If less than a quorum is
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjournment
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. A telegram, telex, cablegram or similar transmission by the
shareholder or his duly authorized attorney in fact, or a photographic,
photostatic, facsimile or similar reproduction of a writing executed by the
shareholder or his duly authorized. attorney in fact shall be treated as an
execution in writing for purposes of this section. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after 11 months from the date of its execution, unless
otherwise provided in the proxy. Each proxy shall be revocable before it has
been voted unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest, including the appointment
as proxy of (a) a pledgee, (b) a person who purchased or agreed to purchase, or
owns or holds an option to purchase, the shares, (c) a creditor of the
corporation who extends its credit under terms requiring the appointment, (d) an
employee of the corporation whose employment contract requires the appointment,
or (e) a party to a voting agreement created under the Texas Business
Corporation Act. A revocable proxy shall be deemed to have been revoked if the
Secretary of the Corporation shall have received at or before the meeting
instructions of revocation or a proxy bearing a later date, which instructions
or proxy shall have been duly executed and dated in writing by the shareholder.


                                       3
<PAGE>   4


         SECTION 10. VOTING OF SHARES. Except as otherwise provided by the Texas
Business Corporation Act, and unless otherwise expressly provided in the
Articles of Incorporation of the Corporation or in any resolution of the board
of directors adopted with regard to a class or series of preferred stock
authorized by the Articles of Incorporation of the Corporation, each outstanding
share entitled to vote shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders.

         SECTION 11. ACTIONS WITHOUT A MEETING. Any action required or permitted
by the Texas Business Corporation Act to be taken at any annual or special
meeting of shareholders, may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of shares having not
less than the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all shares entitled to vote on the
action were presented and voted. Such writing, which may be in counterparts,
shall be manually executed if practicable; provided, however, that if
circumstances so require, effect shall be given to written consent transmitted
by telegraph, telex, telecopy or similar means of visual data transmission.

         Every written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective to take
the action that is the subject of the consent unless, within 60 days after the
date of the earliest dated consent delivered to the Corporation in the manner
required by this Section 11, a consent or consents signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take the action that is the subject of the consent are delivered to
the Corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation having custody of the books
in which proceedings of meetings of shareholders are recorded. Delivery shall be
by hand or by certified or registered mail, return receipt requested. Delivery
to the Corporation's principal place of business shall be addressed to the
President or principal executive officer of the Corporation.

         Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.

         SECTION 12. TELEPHONE MEETINGS. Subject to the provisions required by
the Texas Business Corporation Action for notice of meetings, meetings of the
shareholders of the Corporation may be conducted by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear and speak to each other.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 1. GENERAL POWER. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed by its Board of Directors except as the Board of
Directors shall delegate the power to so manage to the Executive Committee or
other committee.


                                       4
<PAGE>   5


         SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of initial
directors comprising the Board of Directors shall be as set forth in the
Articles of Incorporation. Upon resolution of the Board of Directors the number
of directors may be increased or decreased, but no decrease shall have the
effect of shortening the term of any incumbent director. Each director shall
office until the next annual meeting of the shareholders, unless earlier
removed, and until his successor shall have been elected and qualified. A
director need not be a resident of the State of Texas or a shareholder of the
Corporation.

         SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without notice other than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Texas for the holding of additional regular meetings
without notice other than such resolution.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or a majority of the elected
and acting directors from time to time. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either within or
without the State of Texas, as the place for holding any special meeting called
by them.

         SECTION 5. NOTICE. Written notice of any special meeting shall be
delivered personally to each director or by mail or telegram, telex, telecopy or
similar means of visual data transmission to each director at his business
address, in all cases at least one day prior to such meeting. If mailed, such
notice shall be deemed to be delivered two days after such notice has been
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice is given by telegram, telex, telecopy or similar means of visual data
transmission, such notice shall be deemed to be delivered when transmitted for
delivery to the recipient at such address. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because that
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice, or waiver of notice of such meeting.

         SECTION 6. QUORUM. A majority of the number of directors fixed in
accordance with Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.

         SECTION 7. MANNER OF ACTING.

                  (a) ACTIONS AT A MEETING. Except as provided in Paragraph (b)
of this Section 7, the act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors.




                                       5
<PAGE>   6


                  (b) ACTIONS WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
may be taken without a meeting, if a consent in writing, setting forth the
action so taken, is signed by all of the members of the Board of Directors,
Executive Committee or other committee, as the case may be. Such consent shall
have the same force and effect as a unanimous vote at a meeting. Such writing,
which may be in counterparts, shall be manually executed if practicable;
provided, however, that if circumstances so require, effect shall be given to
written consent transmitted by telegraph, telex, telecopy, or similar means of
visual data transmission.

                  (c) TELEPHONE MEETINGS. Subject to the provisions required by
the Texas Business Corporation Act for notice of meetings, meetings of the Board
of Directors of the Corporation or any committee may be conducted by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear and speak to each other.

         SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of (a) the holders of a majority of the
outstanding shares entitled to vote thereon at an annual or special meeting of
shareholders called for that purpose, or (b) a majority of the remaining
directors though less than a quorum of the Board of Directors. A person elected
to fill a vacancy shall be elected for the unexpired term of his predecessor in
office.

         A vacancy shall be deemed to exist by reason of the death or
resignation of the person elected, or upon the failure of shareholders to elect
directors to fill the unexpired term of directors removed in accordance with the
provisions of Section 9 of this Article III.

         A directorship to be filled by reason of an increase in the number of
directors may be filled by (a) the affirmative vote of the holders of a majority
of the outstanding shares entitled to vote thereon at an annual or special
meeting of shareholders called for that purpose or (b) the board of directors
for a term of office continuing only until the next election of one or more
directors by the shareholders; provided, that the board of directors may not
fill more than two such directorships during the period between any two
successive annual meetings of shareholders.

         SECTION 9. REMOVAL. At any meeting of shareholders called expressly for
the purpose of removal, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors. Removal of directors
with or without cause may also be accomplished by unanimous written consent of
the shareholders without a meeting. In case the entire board or any one or more
of the directors are so removed, new directors may be elected at the same
meeting, or by the same written consent, for the unexpired term of the director
or directors so removed. Failure to elect directors to fill the unexpired term
of the directors so removed shall be deemed to create a vacancy or vacancies in
the Board of Directors.

         SECTION 10. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors



                                       6
<PAGE>   7


or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

         SECTION 11. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors in which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his written dissent to such action with the person acting as Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

         SECTION 12. EXECUTIVE AND OTHER COMMITTEES. There may be established an
Executive Committee, and one or more other committees, composed of one or more
directors designated by resolution adopted by a majority of the full number of
directors of the Board of Directors as fixed in accordance with Section 2 of
this Article III. The Executive Committee or such other committees may meet at
stated times, or on notice to all members by any one member. Vacancies in the
membership of the Executive Committee or such other committees shall be filled
by a majority vote of the full number of directors on the Board of Directors at
a regular meeting or at a special meeting called for that purpose. During the
intervals between meetings of the Board, the Executive Committee, if it shall
have been established, may advise and aid the officers of the Corporation in all
matters concerning its interest and the management of its business, and shall
generally perform such duties and exercise such powers as may be directed to
delegated by the Board of Directors from time to time. The Board of Directors
may delegate to the Executive Committee or such other committees the authority
to exercise all the powers of the Board of Directors, except the power to
declare dividends or to authorize the issuance of shares of the Corporation, and
where action of the full Board of Directors is required by the Texas Business
Corporation Act. The designation of and delegation of power to the Executive
Committee shall not operate to relieve the Board of Directors, or any members
thereof, of any responsibility imposed upon it or him by law.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 1. PRINCIPAL OFFICERS. The officers of the Corporation shall be
a Chairman of the Board of Directors, a President and a Secretary, each of whom
shall be elected by the Board of Directors. One or more Vice-Presidents, a
Treasurer, and such other officers and assistant officers as may be deemed to be
necessary may be elected or appointed by the Board of Directors and will have
such responsibilities and duties as the Board of Directors shall determine. Any
two or more offices may be held by the same person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the regular meeting of
the Board of Directors held after each annual meeting of the shareholders. If
the election shall not be held at such meeting such election shall be held as
soon thereafter as may be convenient. Each officer shall hold office until his
successor shall have been duly elected or until his death, or until he shall
resign or shall have been removed in the manner hereinafter provided.


                                       7
<PAGE>   8


         SECTION 3. REMOVAL. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

         SECTION 4. VACANCIES. A vacancy in any office, because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be an
executive officer of the Corporation and, if he is a director of the
Corporation, shall preside over all meetings of the Board of Directors at which
he is present. The Chairman of the Board shall supervise the implementation of
the policies adopted or approved by the Board of Directors and shall have and
exercise such other powers and shall perform such other duties as may from time
to time be conferred upon or assigned to him by the Board of Directors.

         SECTION 6. PRESIDENT. The President shall be the chief executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the day to day business
and affairs of the Corporation. He shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.

         SECTION 7. THE VICE PRESIDENTS. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice President (or
should there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation
then in the order of their election) shall perform the duties of President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. He shall perform such other duties as from time
to time may be assigned to him by the President or the Board of Directors.

         SECTION 8. THE SECRETARY. The Secretary shall: (a) keep the minutes of
the shareholders' and the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Restated Bylaws, or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation, and see
that the seal of the Corporation is affixed to all documents as may be necessary
or appropriate; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary of such shareholder; (e)
have general charge of the stock transfer books of the Corporation; and (f) in
general, perform all duties incident to the office of Secretary, and such other
duties as from time to time may be designated to him by the President or the
Board of Directors.

         SECTION 9. THE TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such
sum, and with such surety or sureties, as the Board of Directors shall
determine. He shall: (a) have charge and custody of, and be responsible for, all
funds and securities of the Corporation from any source whatsoever, and deposit
all such moneys in the name of the Corporation in such banks, trust companies,
or other depositories as shall be selected by the Board of Directors; and (b) in
general perform all of the



                                       8
<PAGE>   9


duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

         SECTION 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries when authorized by the Board of Directors may sign with
the President, or a Vice President, certificates for shares of the Corporation
the issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall, respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

         SECTION 11. SALARIES. The salaries, if any, of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.

                                    ARTICLE V
                CERTIFICATES FOR SHARES, TRANSFER AND REPLACEMENT

         SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President, and by the Secretary or an Assistant Secretary. If such certificates
are signed or countersigned by a transfer agent or registrar, other than the
Corporation, such signature of the President or a Vice President and Secretary
or Assistant Secretary, and the seal of the Corporation, or any of them, may be
executed in facsimile, engraved or printed. If any officer who has signed or
whose facsimile signature has been placed on any certificate shall have ceased
to be such officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if the officer has not ceased to be such at
the date of issue. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, stolen or destroyed certified a new one may be issued therefor
provided in Section 3 of this Article V.

         SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation upon surrender
for cancellation of the certificate for such shares together with a request to
transfer and such other documents and opinion as counsel to the Corporation may
require. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.

         SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation
shall issue a new certificate in place of any certificate for shares previously
issued if the registered owner of


                                       9
<PAGE>   10


the certificate: (a) makes proof in affidavit form that it has been lost,
destroyed or wrongfully taken; (b) requests the issuance of a new certificate
before the Corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of an adverse claim; (c)
gives a bond in such form, and with such surety or sureties, with fixed or open
penalty, as the Corporation may direct, or indemnifies the Corporation (and its
transfer agent and registrar, if any) against any claim that may be made on
account of the alleged loss, destruction or theft of the certificates; and (d)
satisfies any other reasonable requirements imposed by the Corporation. When a
certificate has been lost, apparently destroyed or wrongfully taken, and the
holder of record fails to notify the Corporation within a reasonable time after
he has notice of it, and the Corporation registers a transfer of the shares
represented by the certificate before receiving such notification, the holder of
record is precluded from making any claim against the Corporation for the
transfer or for a new certificate.

                                   ARTICLE VI
                                   FISCAL YEAR

         The Board of Directors shall, by resolution, fix the fiscal year of the
Corporation.

                                   ARTICLE VII
                                  DISTRIBUTIONS

         The Board of Directors may from time to time make distributions in the
manner provided by law.

                                  ARTICLE VIII
                                      SEAL

         The Board of Directors shall provide a corporate seal, which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation, and the five-pointed Texas star.

                                   ARTICLE IX
                                WAIVER OF NOTICE

         Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these Restated Bylaws, the
Articles of Corporation or the Texas Business Corporation Act, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.

                                    ARTICLE X
                                    PROCEDURE

         Meetings of the shareholders and of the Board of Directors shall be
conducted in accordance with the procedure as contained in Robert's Rules of
Order, to the extent applicable.


                                       10
<PAGE>   11


                                   ARTICLE XI
           PARTICIPATION OF DIRECTORS AND OFFICERS IN RELATED BUSINESS

         Unless otherwise provided by contract, officers and directors of this
Corporation may hold positions as officers and directors of other corporations,
in related businesses, and their efforts to advance the interest of those
corporations will not create a breach of fiduciary duty to this Corporation in
the absence of bad faith.

                                   ARTICLE XII
                                   AMENDMENTS

         The Board of Directors shall have the exclusive power to alter, amend
or repeal these Restated Bylaws or adopt new Bylaws, subject to amendment,
repeal or adoption of new Bylaws by action of the shareholders and unless the
shareholders in amending, repealing or adopting a new Bylaw expressly provide
that the Board of Directors may not amend or repeal that Bylaw. The Board of
Directors may exercise this power at any regular or special meeting at which a
quorum is present by the affirmative vote of a majority of the Directors present
at the meeting and without any notice of the action taken with respect to the
Bylaws having been contained in the notice of waiver of notice of such meeting.



                                       11


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>h89707ex5-1.txt
<DESCRIPTION>OPINION OF JACKSON WALKER L.L.P.
<TEXT>
<PAGE>   1

                                                                     EXHIBIT 5.1




                                 August 8, 2001

Mitcham Industries, Inc.
44000 Highway 75 South
Huntsville, Texas 77340

Gentlemen:

         We have represented Mitcham Industries, Inc., a Texas corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), on or about August 8, 2001, relating
to the registration of 350,000 shares of its common stock, par value $0.01 per
share ("Common Stock"), that may be issued under the Company's 1998 Stock Awards
Plan (the "1998 Plan") and 1,000,000 shares of its Common Stock that may be
issued under the Company's 2000 Stock Option Plan (the "2000 Plan") (the 1998
Plan and the 2000 Plan collectively called the "Plans" and the 1,350,000 shares
of Common Stock that may be issued under such Plans, collectively called the
"Registered Securities").

         In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents and instruments:

                  1. The Articles of Incorporation of the Company, as amended
and restated to date;

                  2. The Bylaws of the Company, as amended and restated to date;

                  3. The Registration Statement;

                  4. The Plans;

                  5. Minutes and records of the Company with respect to the
adoption of the Plans and the filing of the Registration Statement; and

                  6. Such other instruments and documents as we have deemed
necessary for the purpose of rendering the following opinion.

         In our examination, we have assumed the genuineness of all signatures
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies thereof. We have further assumed that prices
paid for shares of Common Stock will equal or exceed the par value per share of
the Common Stock. As to various questions of fact material to our opinion, we
have, when the relevant facts were not independently established and to the
extent we have deemed such reliance reasonably appropriate, relied upon
certificates of public officials and certificates and/or factual representations
of officers of the Company, without independent check or verification of their
accuracy.

         Based solely upon the foregoing, subject to the qualifications
hereinafter stated, it is our opinion that the Registered Securities covered by
the Registration Statement, which may be issued from time to time under the
Plans, have been duly authorized for issuance by the


<PAGE>   2
Mitcham Industries, Inc.
August 8, 2001
Page 2


Company, and, when so issued and delivered in accordance with the terms and
conditions of the Plans, will be validly issued, fully paid and nonassessable.

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



                                       Very truly yours,

                                       /s/ JACKSON WALKER L.L.P.
                                       --------------------------
                                       Jackson Walker L.L.P.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>h89707ex23-2.txt
<DESCRIPTION>CONSENT OF HEIN + ASSOCIATES LLP
<TEXT>
<PAGE>   1


                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS


We consent to incorporation by reference in the registration statement on Form
S-8 of Mitcham Industries, Inc. of our report dated March 29, 2001, which report
appears in the January 31, 2001 annual report on Form 10-K of Mitcham
Industries, Inc.



/s/ HEIN + ASSOCIATES LLP
- ----------------------------
HEIN + ASSOCIATES LLP
Certified Public Accountants
Houston, Texas
August 8, 2001


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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