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-K 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: March
31, 2008
  By: /s/ EUGENE L.
BUTLER
 Eugene L.
Butler
 Chief
Financial Officer