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<SEC-DOCUMENT>0000950129-04-005240.txt : 20040728
<SEC-HEADER>0000950129-04-005240.hdr.sgml : 20040728
<ACCEPTANCE-DATETIME>20040728170957
ACCESSION NUMBER:		0000950129-04-005240
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040728
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040728

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-25142
		FILM NUMBER:		04936641

	BUSINESS ADDRESS:	
		STREET 1:		8141 SH 75 SOUTH
		STREET 2:		PO BOX 1175
		CITY:			HUNTSVILLE
		STATE:			TX
		ZIP:			77342
		BUSINESS PHONE:		9362912277

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1175
		CITY:			HUNTSVILLE
		STATE:			TX
		ZIP:			77342
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>h17101e8vk.txt
<DESCRIPTION>MITCHAM INDUSTRIES, INC. - DATED JULY 28, 2004
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



                         DATE OF REPORT: JULY 28, 2004
                       (Date of earliest event reported)

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



            TEXAS                    000-25142             76-0210849
(State or other jurisdiction        (Commission           (IRS Employer
      of incorporation)            File Number)        Identification No.)


    8141 SH 75 SOUTH, P.O. BOX 1175, HUNTSVILLE, TEXAS           77342
         (Address of principal executive offices)             (Zip Code)


                                  936-291-2277
              (Registrant's telephone number, including area code)



         (Former name or former address, if changed since last report.)



<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (c)  Exhibits. The following exhibit is filed as a part of this report:

                  99   CEO's letter to shareholders distributed to shareholders
                       on or about July 27, 2004.



ITEM 9. REGULATION FD DISCLOSURE.

         On or about July 27, 2004, Mitcham Industries, Inc. distributed to its
shareholders its 2004 Annual Report, the CEO's accompanying letter of which
contains certain forward-looking information regarding industry trends, capital
expenditures and profitability. The text of the CEO's letter to shareholders is
attached to this report as Exhibit 99 and is incorporated in this report by
reference.

Included in this report are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts included herein, including statements regarding
our future financial position and results of operations, planned capital
expenditures, business strategy and other plans for future operations, the
future mix of revenues and business, commitments and contingent liabilities,
and future demand for our services and predicted improvement in seismic service
industry conditions, are forward-looking statements. Actual results may differ
materially from such forward-looking statements. Important factors that could
cause or contribute to such differences include a prolonged and gradual
recovery, or no full recovery, of the seismic survey sector, and thereafter,
the inherent volatility of oil and gas prices and the related volatility of
demand for our services; loss of significant customers; significant defaults by
customers on amounts due to us; international economic and political
instability; dependence upon additional lease contracts; the risk of
technological obsolescence of our lease fleet; vulnerability of seismic
activity and demand to weather conditions and seasonality of operating results;
dependence upon few suppliers; the effect of foreign currency exchange rates
due to a weakened U.S. dollar, and other factors which are disclosed in our
recent report on Form 10-Q, available from the Company without charge.


                                       2
<PAGE>
                                   SIGNATURE

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


                                    MITCHAM INDUSTRIES, INC.


  Date: July 28, 2004               By:   /s/ Christopher C. Siffert
                                       --------------------------------
                                          Christopher C. Siffert
                                          Vice President & Corporate Controller


                                       3

<PAGE>
                                 EXHIBIT INDEX

 Exhibit No.     Name of Exhibit
 -----------     ---------------
     99          CEO's letter to shareholders distributed on or about
                 July 27, 2004.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>h17101exv99.txt
<DESCRIPTION>CEO'S LETTER TO SHAREHOLDERS DISTRIBUTED ON OR ABOUT JULY 27, 2004
<TEXT>
<PAGE>
                                                                     Exhibit 99
Dear Fellow Shareholders,

Fiscal 2004 was positive for Mitcham Industries in many respects. We recorded
revenues for the year of $22.4 million, up $8.3 million, or 58%, from fiscal
2003. Our revenue growth for the year marked a rebound in leasing activity in
our traditional markets as well as significant leasing and sales contributions
from our new marine seismic product lines and our first full year of operations
in South East Asia.

Our net cash provided by operating activities totaled $7.0 million for the
year, as compared to net cash used in operating activities of $.5 million in
2003. Our cash generation and reduced capital expenditures resulted in net
working capital at year end of $7.4 million, more than double the prior year's
level of $3.3 million. We ended the year with a stronger balance sheet,
positive market response to our new products and services, and an improving
market for seismic exploration. After years of lackluster exploration activity
and a seismic equipment market marked by uncertainty and overcapacity, fiscal
2004 was truly encouraging.

It was also a year of tough decisions. In August, as a result of continuing
overcapacity in the front-end services market, we sold the operating assets of
DSI, our wholly-owned subsidiary in that segment. Proceeds from the sale were
$250,000 cash and an $800,000 note receivable due over three years. We recorded
a loss from discontinued operations in 2004 of $2.7 million (including an asset
impairment charge of $700,000), versus a loss from discontinued operations of
$2.4 million in 2003. For the year, we recorded a loss from continuing
operations of $3.6 million, or ($0.41) per share, versus a loss from continuing
operations of $7.7 million, or ($0.88) per share in fiscal 2003.

Our wholly-owned Australian subsidiary, Seismic Asia Pacific Pty Ltd. (SAP),
has operated in the South East Asian market for more than 25 years and is
proving to be an excellent fit with our operations. SAP's revenue contribution
for 2004 was $3.3 million, reflecting a large rental contract and sales of
various hydrographic and oceanographic equipment.

Our recent entry into the international marine seismic market with digital
streamers and related peripheral equipment also proved to be rewarding in 2004.
We plan to continue to expand our business in the marine segment as the market
demands.

While the North American market is, and will continue to be, our largest source
of revenue, these initiatives have demonstrated the value of maximizing our
efforts to improve the utilization of our lease pool by re-deploying equipment
to markets with more balanced seasonal operating conditions as well as the
value in making judicious investments in complementary equipment markets.

Mitcham Industries is the world's largest independent lessor of seismic
equipment. Our diversified lease pool is technologically up-to-date and is
comprised of approximately 38,600 land-based seismic recording channels, as
well as geophones and cables, earth vibrators, geographic survey and other
peripheral equipment. Additionally, we have over 6,000 marine digital seismic
recording channels, air gun sources, peripheral devices including source
controllers and cable levelers, and hydrographic equipment including side scan
sonars, sub bottom profilers and multi beam echo sounders. By the end of the
calendar year, we expect to purchase $2.25 million of state-of-the-art 408UL
data acquisition equipment under our exclusive agreement with Sercel. While we
intend to keep our capital expenditures passive, we will make other
opportunistic capital investments as necessary to maintain our position as the
preeminent supplier of exploration equipment to the industry.
<PAGE>
At this point in the year, it appears that land-based data acquisition activity
is continuing to increase. After a prolonged period of near record oil and
natural gas prices, the industry may have finally turned the corner in
exploration expenditures as oil and gas companies are now beginning to
incorporate somewhat higher prices in the long-term forecasts that drive
drilling decisions. If exploration activity continues to accelerate, Mitcham
Industries is well prepared to meet our customers' new requirements.

In another matter, after the fiscal year ended we became aware of a possible
issue related to the receivables of our wholly-owned Canadian subsidiary,
Mitcham Canada, Ltd. Our audit committee immediately began an investigation,
engaging independent legal counsel and independent forensic accountants. As a
result of the investigation, we identified some weaknesses in our internal
controls that had no effect on our financial statements. Addressing those
weaknesses is a top-priority item for management, and we continue to implement
changes and improvements to our internal controls and procedures.

As I stated at the beginning, fiscal 2004 was positive in many respects. We
emerged from the year with a stronger balance sheet and more balanced
operations. We are currently in the process of further strengthening our
operations. Our lease pool continues to meet the highest standards and will
provide the flexibility needed to satisfy growing customer requirements. Our
new product lines and new subsidiary are providing additional avenues of
profitability. In fiscal 2005, we intend to build on our progress toward a
future of profitable growth.

I would like to thank our board of directors for their guidance, our employees
for their dedication and our shareholders for your support this past year.

Sincerely,

/s/ Billy F. Mitcham, Jr.
- -------------------------
Billy F. Mitcham, Jr.
President & CEO


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