EXHIBIT
      31.1


CERTIFICATION
      OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
      OF
      2002


I,
          Ronald
          E. Smith, President, Chief Executive Officer of Deep Down, Inc. (the “Company”),
          certify that:
 
 (1)  I
          have
          reviewed this Annual Report on Form 10-KSB for the fiscal year ended December
          31, 2006 (the “Report”);
  (2)  Based
          on
          my knowledge, the Report does not contain any untrue statement of a material
          fact or omit to state a material fact necessary in order to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading with respect to the period covered by this Report; and
  (3)  Based
          on
          my knowledge, the financial statements, and other financial information
          included
          in the Report, fairly present in all material respects the financial condition
          and results of operations of the Company as of, and for, the periods represented
          in the Report.
  (4)  The
          Company’s other certifying officers and I are responsible for establishing and
          maintaining disclosure controls and procedures (as defined in Exchange
          Act Rules
          13a-15(e) and 15d-15(e)) for the Company and have:
  (a)  designed
          such disclosure controls and procedures, or caused such disclosure controls
          and
          procedures to be designed under our supervision, to ensure that material
          information relating to the Company, including its consolidated subsidiaries,
          is
          made known to us by others within those entities, particularly during the
          period
          in which the Report is being prepared;
  (b)  evaluated
          the effectiveness of the Company’s disclosure controls and procedures and
          presented in this Report our conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the period covered
          by this
          Report based on such evaluation; and
  (c)  disclosed
          in this Report any change in the Company’s internal control over financial
          reporting that occurred during the Company’s most recent fiscal quarter that has
          materially affected, or is reasonably likely to materially affect, the
          Company’s
          internal control over financial reporting; and
  (5)  The
          Company’s other certifying officers and I have disclosed, based on our most
          recent evaluation of internal control over financial reporting, to the
          Company’s
          auditors and to the audit committee of the board of directors (or persons
          fulfilling the equivalent function):
  (i)  all
          significant deficiencies in the design or operation of internal control
          over
          financial reporting which are reasonably likely to adversely affect the
          Company’s ability to record, process, summarize and report financial
          information; and
  (ii)  any
          fraud, whether or not material, that involves management or other employees
          who
          have a significant role in the Company’s internal control over financial
          reporting.


Date:April
                16, 2007
              By:/s/ Ronald
                  E. SmithName:
                  Ronald
                  E. SmithTitle:
                  President and Chief Executive Officer