Deep
Down, Inc.
 
 A
Nevada Corporation
 
 BY
LAWS
 
 ARTICLE
I
 Principal
Executive Office
 
 The
principal office of the Corporation shall be located 15473 East Freeway
Channelview, Texas  77530.  The Board of Directors shall
have the power and discretion to change from time to time the location of the
principal office of the Corporation.
 
 ARTICLE
II
 Stockholders
 
 SECTION 1.   Place of
Meetings.  All annual and special meetings of stockholders
shall be held at the principal executive office of the Corporation or at such
other place within or without the State of Nevada as the board of directors may
determine and as designated in the notice of such meeting.
 
 SECTION 2.   Annual
Meeting.  A meeting of the stockholders of the Corporation for
the election of directors and for the transaction of any other business of the
Corporation shall be held annually at such date and time as the board of
directors may determine.
 
 SECTION 3.   Special Meetings.
Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the board of directors of the Corporation,
or by a committee of the board of directors which as been duly designated by the
board of directors and whose powers and authorities, as provided in a resolution
of the board of directors or in the By Laws of the Corporation, include the
power and authority to call such meetings but such special meetings may not be
called by another person or persons.
 
 SECTION 4.   Conduct of
Meetings.  Annual and special meetings shall be conducted in
accordance with these By Laws or as otherwise prescribed by the board of
directors.  The chairman or the chief executive officer of the
Corporation shall preside at such meetings.
 
 SECTION 5.   Notice of
Meeting.  Written notice stating the place, day and hour of the
meeting and the purpose or purposes for which the meeting is called shall be
mailed by the secretary or the officer performing his duties, not less than ten
days nor more than fifty days before the meeting to each stockholder 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 stockholder at his address as it appears on the stock transfer books or
records of the Corporation as of the record date prescribed in Section 6, with
postage thereon prepaid.  If a stockholder be present at a meeting, or
in writing waive notice thereof before or after the meeting, notice of the
meeting to such stockholder shall be unnecessary.  When any
stockholders’ meeting, either annual or special, is adjourned for thirty days or
more, notice of the adjourned meeting shall be given as in the case of an
original meeting.  It shall not be necessary to give any notice of the
time and place of any meeting adjourned for less than thirty days or of the
business to be transacted at such adjourned meeting, other than an announcement
at the meeting at which such adjournment is taken.
 
 SECTION 6.   Fixing of Record
Date.  For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
or stockholders entitled to receive payment of any dividend, or in order to make
a determination of stockholders for any other proper purpose, the board of
directors shall fix in advance a date as the record date for any such
determination of stockholders.  Such date in any case shall be not
more than sixty days, and in case of a meeting of stockholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken.
  1
 
 When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
 
 SECTION
7.  Voting
Lists.  The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of stockholders, a complete record of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each.  The record, for a period of
ten days before such meeting, shall be kept on file at the principal executive
office of the Corporation, whether within or outside the State of Texas, and
shall be subject to inspection by any stockholder for any purpose germane to the
meeting at any time during usual business hours.  Such record shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder for any purpose germane to the
meeting during the whole time of the meeting.  The original stock
transfer books shall be prima facie evidence as to who are the stockholders
entitled to examine such record or transfer books or to vote at any meeting of
stockholders.
 
 SECTION
8.   Quorum.  One-fourth
of the outstanding shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of
stockholders.  If less than one-fourth of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
 
 SECTION
9.   Proxies.  At
all meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by his duly authorized attorney in
fact.  Proxies solicited on behalf of the management shall be voted as
directed by the stockholder or, in the absence of such direction, as determined
by a majority of the board of directors.  No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.
 
 SECTION
10.  Voting.  At
each election for directors every stockholder entitled to vote at such election
shall be entitled to one vote for each share of stock held.  Unless
otherwise provided by the Articles of Incorporation, by statute, or by these By
Laws, a majority of those votes cast by stockholders at a lawful meeting shall
be sufficient to pass on a transaction or matter, except in the election of
directors, which election shall be determined by a plurality of the votes of the
shares present in person or by proxy at the meeting and entitled to vote on the
election of directors.
 
 SECTION
11.  Voting
of Shares in the Name of Two or More Persons.  When ownership
of stock stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the
stockholders of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is
entitled.  In the event an attempt is made to cast conflicting votes,
in person or by proxy, by the several persons in whose name shares of stock
stand, the vote or votes to which these persons are entitled shall be cast as
directed by a majority of those holding such stock and present in person or by
proxy at such meeting, but no votes shall be cast for such stock if a majority
cannot agree.
 
 SECTION
12.  Voting
of Shares by Certain Holders.  Shares standing in the name of
another corporation may be voted by any officer, agent or proxy as the By Laws
of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine.  Shares held by
an administrator, executor, guardian or conservator may be voted by him, either
in person or by proxy, without a transfer of such shares into his
name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.  Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed.
  2
 
 A
stockholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee and thereafter the
pledgee shall be entitled to vote the shares so transferred.
 
 Neither
treasury shares of its own stock held by the Corporation, nor shares held by
another corporation, if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the Corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.
 
 SECTION
13.  Inspectors of
Election.  In advance of any meeting of stockholders, the
chairman of the board or the board of directors may appoint any persons, other
than nominees for office, as inspectors of election to act at such meeting or
any adjournment thereof.  The number of inspectors shall be either one
or three.  If the board of directors appoints either one or three
inspectors, that appointment shall not be altered at the meeting.  If
inspectors of election are not so appointed, the chairman of the board may make
such appointment at the meeting.  In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment in advance of the meeting or at the meeting by the chairman of
the board or the president.
 
 Unless
otherwise prescribed by applicable law, the duties of such inspectors shall
include: determining the number of shares of stock and the voting power of each
share, the shares of stock represented at the  meeting, the existence
of a quorum, the authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and questions in any
way arising in connection with the right to vote; counting and tabulating all
votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all stockholders.
 
 SECTION
14.  Nominating
Committee.  The board of directors or a committee appointed by
the board of directors shall act as nominating committee for selecting the
management nominees for election as directors.  Except in the case of
a nominee substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver written nominations
to the secretary at least twenty days prior to the date of the annual
meeting.  Provided such committee makes such nominations, no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by stockholders are
made in writing and delivered to the secretary of the Corporation in accordance
with the provisions of the Corporation’s Articles of Incorporation.
 
 SECTION
15.   New
Business.  Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation’s Articles of
Incorporation.  This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees, but in connection with such reports no new business shall be
acted upon at such annual meeting unless stated and filed as provided in the
Corporation’s Articles of Incorporation.
 
 
 ARTICLE
III
 Board
of Directors
 
 SECTION
1.  General
Powers.  The business and affairs of the Corporation shall be
under the direction of its board of directors.  The chairman shall
preside at all meetings of the board of directors.
 
 SECTION
2.  Number,
Term and Election.  The number of directors of the Corporation
shall be such number, not less than one nor more than 15 (exclusive of
directors, if any, to be elected by holders of preferred stock of the
Corporation), as shall be provided from time to time in a resolution adopted by
the board of directors, provided that no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director, and
provided further that no action shall be taken to decrease or increase the
number of directors from time to time unless at least two-thirds of the
directors then in office shall concur in said action.  Exclusive of
directors, if any, elected by holders of preferred stock, vacancies in the board
of directors of the Corporation, however caused, and newly created directorships
shall be filled by a vote of two-thirds of the directors then in office, whether
or not a quorum, and any director so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of the class to
which the director has been chosen expires and when the director’s successor is
elected and qualified.
  3
 
 SECTION
3.  Election
by Preferred Holders.  Whenever the holders of any one or more
series of preferred stock of the Corporation shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
board of directors shall include said directors so elected and not be in
addition to the number of directors fixed as provided in this Article
III.  Notwithstanding the foregoing, and except as otherwise may be
required by law, whenever the holders of any one or more series of preferred
stock of the Corporation elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall expire at the
next succeeding annual meeting of stockholders.
 
 SECTION
4.  Regular
Meetings.  A regular meeting of the board of directors shall be
held at such time and place as shall be determined by resolution of the board of
directors without other notice than such resolution.
 
 SECTION
5.  Special
Meetings.  Special meetings of the board of directors may be
called by or at the request of the chairman, the chief executive officer or
one-third of the directors.  The person calling the special meetings
of the board of directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons.
 
 Members
of the board of the directors may participate in special meetings by means of
telephone conference or similar communications equipment by which all persons
participating in the meeting can hear each other.  Such participation
shall constitute presence in person.
 
 SECTION
6.  Notice.  Written
notice of any special meeting shall be given to each director at least two days
previous thereto delivered personally or by telegram or at least seven days
previous thereto delivered by mail at the address at which the director is most
likely to be reached.  Such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid if mailed or when delivered to the telegraph company if sent by
telegram.  Any director may waive notice of any meeting by a writing
filed with the secretary.  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 the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose
of, any meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.
 
 SECTION
7.   Quorum.  A
majority of the number of directors fixed by Section 2 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.  Notice of any
adjourned meeting shall be given in the same manner as prescribed by Section 5
of this Article III.
 
 SECTION
8.   Manner of
Acting.  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,
unless a greater number is prescribed by these By Laws, the Articles of
Incorporation, or the Nevada Revised Statutes.
 
 SECTION
9.   Action Without a
Meeting.  Any action required or permitted to be taken by the
board of directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors.
 
 SECTION
10.  Resignation.  Any
director may resign at any time by sending a written notice of such resignation
to the home office of the Corporation addressed to the
chairman.  Unless otherwise specified therein such resignation shall
take effect upon receipt thereof by the chairman.
  4
 
 SECTION
11.  Vacancies.  Any
vacancy occurring on the board of directors shall be filled in accordance with
the provisions of the Corporation’s Articles of Incorporation.  Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the affirmative vote of two-thirds of the directors then in
office or by election at an annual meeting or at a special meeting of the
stockholders held for that purpose.  The term of such director shall
be in accordance with the provisions of the Corporation’s Articles of
Incorporation.
 
 SECTION
12.  Removal
of Directors.  Any director or the entire board of directors
may be removed only in accordance with the provisions of the Corporation’s
Articles of Incorporation.
 
 SECTION
13.  Compensation.  Directors,
as such, may receive compensation for service on the board of
directors.  Members of either standing or special committees may be
allowed such compensation as the board of directors may determine.
 
 SECTION
14.  Age
Limitation.  No person 80 years or more of age shall be
eligible for election, reelection, appointment or reappointment to the board of
the Corporation.  No director shall serve as such beyond the annual
meeting of the Corporation immediately following the director becoming 80 years
of age.  This age limitation does not apply to an advisory
director.
 
 
 ARTICLE
IV
 Committees
of the Board of Directors
 
 The board
of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, as they may determine to be necessary or
appropriate for the conduct of the business of the Corporation, and may
prescribe the duties, constitution and procedures thereof.  Each
committee shall consist of one or more directors of the Corporation appointed by
the chairman.  The chairman may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.
 
 The
chairman shall have power at any time to change the members of, to fill
vacancies in, and to discharge any committee of the board.  Any member
of any such committee may resign at any time by giving notice to the
Corporation; provided, however, that notice to the board, the chairman of the
board, the chief executive officer, the chairman of such committee, or the
secretary shall be deemed to constitute notice to the
Corporation.  Such resignation shall take effect upon receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.  Any member of any such committee may be removed at any
time, either with or without cause, by the affirmative vote of a majority of the
authorized number of directors at any meeting of the board called for that
purpose.
 
 
 ARTICLE
V
 Officers
 
 SECTION
1.  Positions.  The
officers of the Corporation shall be a chairman, a president, one or more vice
presidents, a secretary and a treasurer, each of whom shall be elected by the
board of directors.  The board of directors may designate one or more
vice presidents as executive vice president or senior vice
president.  The board of directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require.  The officers shall have such authority and perform such
duties as the board of directors may from time to time authorize or
determine.  In the absence of action by the board of directors, the
officers shall have such powers and duties as generally pertain to their
respective offices.
 
 SECTION
2.  Election
and Term of Office.  The officers of the Corporation shall be
elected annually by the board of directors at the first meeting of the board of
directors held after each annual meeting of the stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his
successor shall have been duly elected and qualified or until his death or until
he shall resign or shall have been removed in the manner hereinafter
provided.  Election or appointment of an officer, employee or agent
shall not of itself create contract rights.  The board of directors
may authorize the Corporation to enter into an employment contract with any
officer in accordance with state law; but no such contract shall impair the
right of the board of directors to remove any officer at any time in accordance
with Section 3 of this Article V.
 
 5
 SECTION
3.  Removal.  Any
officer may be removed by vote of two-thirds of the board of directors whenever,
in its judgment, the best interests of the Corporation will be served thereby,
but such removal, other than for cause, 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.  Remuneration.  The
remuneration 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.
 
 SECTION
6.  Age
Limitation.  No person 80 or more years of age shall be
eligible for election, reelection, appointment or reappointment as an officer of
the Corporation.  No officer shall serve beyond the annual meeting of
the Corporation immediately following the officer becoming 80 or more years of
age.
 
 
 ARTICLE
VI
 Contracts,
Loans, Checks and Deposits
 
 SECTION
1.  Contracts.  To
the extent permitted by applicable law, and except as otherwise prescribed by
the Corporation’s Articles of Incorporation or these By Laws with respect to
certificates for shares, the board of directors or the executive committee may
authorize any officer, employee, or agent of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation.  Such authority may be general or confined to
specific instances.
 
 SECTION
2.  Loans.  No
loans shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by the board of
directors.  Such authority may be general or confined to specific
instances.
 
 SECTION
3.  Checks,
Drafts, Etc.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by one or more officers, employees or agents of
the Corporation in such manner, including in facsimile form, as shall from time
to time be determined by resolution of the board of directors.
 
 SECTION
4.  Deposits.  All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in any of its duly authorized depositories
as the board of directors may select.
 
 
 ARTICLE
VII
 Certificates
for Shares and Their Transfer
 
 SECTION
1.  Certificates for
Shares.  The shares of the Corporation shall be represented by
certificates signed by the chairman of the board of directors or the president
or a vice president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof.  Any or all of the
signatures upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation.  If any officer
who has signed or whose facsimile signature has been placed upon such
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 he were
such officer at the date of its issue.
  6
 
 SECTION
2.  Form of
Share Certificates.  All certificates representing shares
issued by the Corporation shall set forth upon the face or back that the
Corporation will furnish to any stockholder upon request and without charge a
full statement of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined, and the authority of the board
of directors to fix and determine the relative rights and preferences of
subsequent series.
 
 Each
certificate representing shares shall state upon the face
thereof:  that the Corporation is organized under the laws of the
State of Nevada; the name of the person to whom issued; the number and class of
shares, the designation of the series, if any, which such certificate
represents; the par value of each share represented by such certificate, or a
statement that the shares are without par value.  Other matters in
regard to the form of the certificates shall be determined by the board of
directors.
 
 SECTION 3.  Payment for
Shares.  No certificate shall be issued for any share until
such share is fully paid.
 
 SECTION
4.  Form of
Payment for Shares.  The consideration for the issuance of
shares shall be paid in accordance with the provisions of the Corporation’s
Articles of Incorporation.
 
 SECTION
5.  Transfer
of Shares.  Transfer of shares of capital stock of the
Corporation shall be made only on its stock transfer books.  Authority
for such transfer shall be given only to the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Corporation.  Such transfer shall be made only on surrender
for cancellation of the certificate for such shares.  The person in
whose name shares of capital stock stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all
purposes.
 
 SECTION
6.  Lost
Certificates.  The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed.  When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate, or his legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.
 
 
 ARTICLE
VIII
 Fiscal
Year; Annual Audit
 
 The
fiscal year of the Corporation shall end on the last day of December of each
year.  The Corporation shall be subject to an annual audit as of the
end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.
 
 ARTICLE
IX
 Dividends
 
 Dividends
upon the stock of the Corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the board of directors at any regular
or special meeting, pursuant to law.  Dividends may be paid in cash,
in property or in the Corporation’s own stock.
 
 ARTICLE
X
 Corporation
Seal
 
 The
corporate seal of the Corporation shall be in such form as the board of
directors shall prescribe.
  7
 
 ARTICLE
XI
 Amendments
 
 In
accordance with the Corporation’s Articles of Incorporation, these By Laws may
be repealed, altered, amended or rescinded by the stockholders of the
Corporation only by vote of not less than 75% of the voting power of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or rescission is
included in the notice of such meeting).  In addition, the board of
directors may repeal, alter, amend or rescind these By Laws by vote of
two-thirds of the board of directors at a legal meeting held in accordance with
the provisions of these By Laws.
 
 Date:   ______________________
 
 ___________________________
 Secretary