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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 Annual Report on Form 10-K of Deep Down, Inc. (the
“Company”) for the year ended December 31, 2009, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), the undersigned,
Eugene L Butler, Chief Financial Officer of the Company hereby certifies,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
By: /s/ EUGENE L. BUTLER
Eugene L.
Butler
Chief
Financial Officer
April 15,
2010