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, Chairman and Acting 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
      June 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:August 20,
      2007




/s/ EUGENE
      L. BUTLER


Eugene
      L.
      Butler


Chief
      Financial Officer