MIND TECHNOLOGY, INC — Director's Dealing 2011

May 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MITCHAM INDUSTRIES INC (MIND)
CIK: 0000926423
Period of Report: 2011-05-13

Reporting Person: MITCHAM BILLY F JR (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	MII Common Stock	A	8000	$13.73	Acquired	285375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-13	Option to Purchase Common Stock	$13.73	A	25000	Acquired	2021-05-13	MII Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
MII Common Stock	3100	Indirect

Footnotes

F1: Restricted Stock vests 1/3 upon grant, 1/3 on May 13, 2012 and 1/3 on May 13, 2013.

F2: The shares are owned by Mr. Mitcham's spouse.

F3: Options vest 1/3 upon grant, 1/3 on May 13, 2012 and 1/3 on May 13, 2013.