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Exhibit 23.3
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 report dated March
31, 2008, except for Note 14 which is dated March 30, 2009, relating to the
consolidated financial statements of Deep Down, Inc. for the year ended December
31, 2007 and period from inception of June 29, 2006 to December 31, 2006
(Successor) and the period from January 1, 2006 to November 20, 2006
(Predecessor) .
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