15473 East Freeway (I-10 East), Channelview, TX  77530

Telephone:  281-862-2201         Facsimile:  281-862-2522

Eugene L. Butler

Chief Financial Officer

September 11, 2008

Mr. Donald F. Delaney

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington DC 20549-3720

RE:          Extension Request

Form 10-KSB for Fiscal Year Ended December 31, 2007

Filed April 1, 2008

File No. 000-30351

Dear Mr. Delaney:

On behalf of Deep Down, Inc. (“Deep Down”), please consider this letter formal notification of our request for a 10-day extension to respond to your comments about the caption filings dated August 27, 2008, regarding Deep Down’s above Form 10-KSB.

Our accounting staff, together with our independent auditors, is working diligently on our response, but need additional time to complete.

As you are aware, we are facing weather constraints due to hurricane Ike and are under mandatory evacuation alert, so our offices will be closed for the remainder of the week.

Very Truly Yours,

/s/ Eugene L. Butler                                                     

Eugene L. Butler

Chief Financial Officer (Principal Financial Officer)