Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Deep Down, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Ronald E. Smith,President and Chief Executive Officer of the Company, and Eugene L. Butler, Executive Chairman and Chief Financial Officer of the Company, each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Deep Down. |
| Date: | November 13, 2012 | |
| /s/ Ronald E. Smith | ||
| Name: | Ronald E. Smith | |
| Title: | President and Chief Executive Officer |
| /s/ Eugene L. Butler | ||
| Name: | Eugene L. Butler | |
| Title: | Executive Chairman and Chief Financial Officer |