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UNITED STATES
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: May 28, 2004

(Date of earliest event reported)

Mitcham Industries, Inc.

(Exact name of registrant as specified in its charter)
         
Texas
(State or other jurisdiction
of incorporation) 		  000-25142
(Commission
File Number) 		  76-0210849
(IRS Employer
Identification No.)
 
8141 SH 75 South, P.O. Box 1175, Huntsville, Texas
(Address of principal executive offices) 		  77342
(Zip Code)

936-291-2277

(Registrant’s telephone number, including area code)

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

 

 

Item 7. Financial Statements and Exhibits.

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

  99   Mitcham Industries, Inc. press release dated May 28, 2004.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, information attached as Exhibit 99 is being furnished pursuant to Item 12 and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 12. Results of Operations and Financial Condition.

     On May 28, 2004, Mitcham Industries, Inc. issued a press release announcing earnings for the fiscal year ended January 31, 2004. The text of the press release is attached to this report as Exhibit 99.

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: June 2, 2004  By:   /s/ Billy F. Mitcham, Jr.    
    Billy F. Mitcham, Jr.   
    Chief Executive Officer and President   
 

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EXHIBIT INDEX

     
Exhibit No.
   Name of Exhibit
99
  Mitcham Industries, Inc. press release dated May 28, 2004.