deepdown_ex2301.htm

As independent registered public accountants, we hereby consent to the use in this registration statement on Form S-1/A (Pre-effective Amendment No. 1) of our report dated March 31, 2008, relating to the consolidated financial statements of Deep Down, Inc. for the year ended December 31, 2007 and period from inception of June 29, 2006 to December 31, 2006. We also consent to the reference to us under the heading “Experts” in this registration statement.