EXHIBIT
31.2





CERTIFICATION
OF CHIEF FINANCIAL OFFICER


PURSUANT
TO RULES 13a-14(a) AND 15d-14(a)


OF
THE SECURITIES EXCHANGE ACT OF 1934





I, Eugene
L. Butler, Chief Financial Officer of Deep Down, Inc. (the “Company”), certify
that:





(1) I
have reviewed this Annual Report on Form 10-KSB/A (Amendment No. 2) for
the fiscal year ended December 31, 2007;





(2) Based
on my knowledge, this 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;





(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, results of operations and cash flows of the Company as of, and for,
the periods represented in this report;





(4) The
Company’s other certifying officer 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)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;





(c)
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





(d)
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 officer 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 and material weaknesses 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.





Dated:
July 21 , 2008





By: /s/
EUGENE L. BUTLER


Eugene L.
Butler


Chief
Financial Officer