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Exhibit 23.1
CONSENT OF
INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Deep
Down, Inc.
Houston,
Texas
As
independent registered public accountants, we hereby consent to the use in this
Registration Statement on Form S-1/A (Amendment No. 3) of our reports dated
March 12, 2009, relating to the consolidated financial statements as of and for
the years ended December 31, 2008 and 2007 and Internal Control Over Financial
Reporting of Deep Down, Inc. as of December 31, 2008.
We also
consent to the reference to us under the heading “Experts” in this registration
statement.
/s/ Malone & Bailey,
PC
Malone
& Bailey, PC
www.malone-bailey.com
Houston,
Texas
April 9,
2009