EXHIBIT
          31.2
 CERTIFICATION
          OF CHIEF FINANCIAL OFFICER
 PURSUANT
          TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
  I,
            John
            C. Siedhoff, Chief Financial 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/
                  John C. SiedhoffName:
                  John
                  C. SiedhoffTitle:
                  Chief Financial Officer