deepdown_ex0406.htm


    EXHIBIT
4.6

    


    


    
      	
              SUPPLEMENT
      1 TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

            
	 	 
	 	 
	
              Name:
      _______________________________

            	
              Copy
      No.: ___________________________

            
	 
      
	
               

              

               

              $40,000,000

              or
      57,142,857 Shares

               

              of

               

              Common
      Stock

               

              Par
      Value $0.001 Per Share

               

               

              THIS SUPPLEMENT 1 TO
      CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM MAY NOT BE SHOWN OR GIVEN TO ANY
      PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS ABOVE AND MAY NOT BE
      PRINTED OR REPRODUCED IN ANY MANNER WHATSOEVER.  FAILURE TO
      COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT
      OF 1933, AS AMENDED, AND/OR THE SECURITIES EXCHANGE ACT OF 1934, AS
      AMENDED, INCLUDING REGULATION FD.  ANY FURTHER DISTRIBUTION OR
      REPRODUCTION OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, IN WHOLE
      OR IN PART, OR THE DISCLOSURE OF ANY OF ITS CONTENTS BY AN OFFEREE IS
      UNAUTHORIZED.

               

               

              Dahlman
      Rose & Company, LLC

               

               

              AS
      PLACEMENT AGENT

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SUPPLEMENT
1 TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

     

    June
2, 2008

     

    By
accepting the information contained within this supplement 1 to confidential
private placement memorandum, the recipient acknowledges its express oral
agreement with Deep Down, Inc. and the placement agent to maintain in confidence
such information.  Deep Down, Inc. and the placement agent have caused
these materials to be delivered to you in reliance upon your agreement to
maintain the confidentiality of this information and upon Regulation FD
promulgated by the Securities and Exchange Commission (the
"Commission").

     

     

    DEEP
DOWN, INC.

    _________________

     

    UP
TO $40,000,000

     

    OR
57,142,857 SHARES OF COMMON STOCK

    _________________

     

    PRIVATE
PLACEMENT

     

    TO
SELECTED

     

    ACCREDITED
INVESTORS

    __________________

     

    This
supplement 1 to confidential private placement memorandum supplements and amends
the confidential private placement memorandum, dated May 16, 2008 ("Memorandum")
relating to the sale by Deep Down of shares of its common stock.  It
should be read in connection with the Memorandum.

     

    The
Memorandum is hereby amended and supplemented as follows:

     

    
      	
              1.
      Cover page and page following cover page

            	 
      	
              All
      references to the number of shares of common stock being offered and sold
      in this offering are changed to 57,142,857 shares of common
      stock.

            
	 	 	 
	
              2.
      Exhibit A

            	 
      	
              Exhibit
      A to the Memorandum, the Purchase Agreement, including all Appendices,
      Exhibits and Schedules, is hereby replaced in its entirety by Exhibit A
      hereto.

            
	 	 	 
	
              3.
      Business

            	 
      	
              P.
      9:  Flotation Technologies’ drilling riser product is marketed
      under the name CoreTecTM.  Flotation Technologies has just
      completed a $4.1 million contract for syntactic foam drilling risers that
      will be used to dress the drilling risers for an offshore drilling
      rig.

            
	 	 	 
	
              4.
      Risk Factors:  The loss of a significant
      customer could have an adverse impact on our financial
      results.

            	 
      	
              During
      the 12 months ended March 31, 2008, our top 5 customers represented
      approximately 31% of total revenues, with our largest customer accounting
      for more than 6.9% of our total revenues.

            
	 	 	 
	
              5.
      Summary of Offering

            	 
      	
              The
      Summary of Offering is amended to be and read as
  follows:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SUMMARY
OF OFFERING

     

    


    
      	
              Issuer                                                                    

            	
              Deep
      Down, Inc.

            
	 	 
	
              OTC
      BB Stock Market
      Symbol                                                                    

            	
              DPDW

            
	 	 
	
              Securities
      Offered                                                                    

            	
              Common
      Stock, par value $0.001 per share.

            
	 	 
	
              Offering                                                                    

            	
              Private
      placement of up to 57,142,857 shares of common stock offered by us to
      accredited investors within the meaning of Regulation D under the
      Securities Act of 1933.

            
	 	 
	
              Offering
      Amount                                                                    

            	
              Up
      to $40,000,000

            
	 	 
	
              Offering
      Price                                                                    

            	
              $0.70
      per share

            
	 	 
	
              Registration
      Rights                                                                    

            	
              Resales
      by investors of shares purchased in this offering are to be covered by a
      resale registration statement on the appropriate form, which we will agree
      to file with the SEC within 45 days following the closing of this
      offering.  The Company shall use its best efforts to respond to
      all SEC comments and to cause such registration statement to become
      effective within 90 days of the closing of this
  Offering.

            
	 	 
	
              Placement
      Agent                                                                    

            	
              Dahlman
      Rose & Company, LLC

            
	 	 
	
              Shares
      Outstanding as of March 28, 2008(1)

            	
              115,846,019
      shares

            
	 	 
	
              Shares
      Outstanding as of

              May
      14, 2008, as adjusted (1)(2)

            	
              172,988,876
      shares (giving effect to maximum of 57,142,857 shares sold pursuant to
      this offering).

            
	 	 
	
              Placement
      Procedure                                                                    

            	
              Interested
      investors will be asked to execute purchase agreements with
      us.  The closing for the sale of shares under those purchase
      agreements will occur concurrently with or shortly after their
      execution.

            
	 	 
	
              Additional
      Information                                                                    

            	
              Our
      Purchase Agreement is included as an attachment to this Supplement 1 to
      Memorandum.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    ____________________________

    (1)           Excludes
(i) an aggregate of 8,125,000 shares of common stock issuable upon exercise of
options outstanding at May 16, 2008 and (ii) an aggregate of 5,399,397 shares of
common stock issuable upon exercise of warrants outstanding at May 16, 2008,
both under our 2003 Directors, Officers and Consultants Stock Option, Stock
Warrant and Stock Award Plan.  Of the total number of shares issuable
upon exercise of outstanding options and warrants under our plan, 175,000 shares
are issuable upon exercise of options having an exercise price ranging from
$0.30-$0.49 per share, 4,175,000 shares are issuable upon exercise of options
having an exercise price ranging from $0.50-$0.69 per share, 425,000 shares are
issuable upon exercise of options having an exercise price ranging from
$0.70-$0.99 per share, 350,000 shares are issuable upon exercise of options
having an exercise price ranging from $1.00-$1.29 per share, and 3,000,000
shares are issuable upon exercise of options having an exercise price ranging
from $1.30-$1.50.  Of the total number of shares issuable upon
exercise of outstanding options and warrants under our plan, 4,960,585 shares
are issuable upon exercise of warrants having an exercise price of $0.51 per
share, 320,000 shares are issuable upon exercise of warrants having an exercise
price of $0.75 per share, and 118,812 shares are issuable upon exercise of
warrants having an exercise price of $1.01 per share.

    (2)           Assumes
57,142,857 shares of Common Stock offered hereby are sold.  Excludes
(i) an aggregate of 600,000 shares of common stock issuable upon exercise of
options, exercisable at a price equal to the price per share on the date of
closing, required to be granted upon closing of acquisition of the Flotation
Technologies, Inc. (simultaneous with closing of this offering) and (ii) an
aggregate of 200,000 shares of common stock issuable upon exercise of warrants,
exercisable at a price of $0.70 per share, required to be granted upon closing
of acquisition of the Flotation Technologies, Inc.