8827 W. Sam Houston Parkway N., Suite 100 Houston, TX 77040
Telephone: 281-517-5000 Facsimile: 281-517-5001
Eugene L. Butler
Chief Financial Officer
April 13, 2009
VIA FACSIMILE
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Donald F. Delaney
Re: Deep Down, Inc. |
Registration Statement on Form S-1(Registration No. 333-152435) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Deep Down, Inc., a Nevada corporation (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it may become effective at 9:00 a.m., Eastern time on Thursday, April 16, 2009, or as soon as thereafter practicable.
Please call Jeff Hopkins at (713) 986-7115 of Looper, Reed & McGraw, P.C. to confirm the effectiveness of the Registration Statement or with any questions.
Kind Regards, | ||||
DEEP DOWN, INC. | ||||
By: | /s/ Eugene L. Butler | |||
Eugene L. Butler | ||||
Chief Financial Officer |