**Exhibit
        31.2**
  CERTIFICATION
        OF CHIEF EXECUTIVE OFFICER
 PURSUANT
        TO RULES 13A-14 AND 15D-14
 OF
        THE
        SECURITIES EXCHANGE ACT OF 1934
  I,
        Eugene
        L. Butler, Chief Financial Officer of Deep Down, Inc., certify
        that:
  (1)           I
        have reviewed this Quarterly Report on Form 10-QSB for the quarterly period
        ended September 30, 2007 (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 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 small business issuer as of, and
        for,
        the periods represented in this Report.
  (4)           The
        small business issuer’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)) for the small business issuer
        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 registrant, 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 registrant’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 small business issuer’s internal control over
        financial reporting that occurred during the small business issuer’s most recent
        fiscal quarter that has materially affected, or is reasonably likely to
        materially affect, the small business issuer’s internal control over financial
        reporting; and
  (5)           The
        small business issuer’s other certifying officer and I have disclosed, based on
        our most recent evaluation of internal control over financial reporting,
        to the
        small business issuer’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 small
        business issuer’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 small business issuer’s internal control over
        financial reporting.
   Date:           November
                14, 2007
              /s/EUGENE L.
                  BUTLER
                Eugene
                  L. Butler
                Chief
                  Financial
                  Officer