UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 3, 2009

DEEP DOWN, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-30351	75-2263732
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8827 W. Sam Houston Pkwy N. Suite 100, Houston, TX  77040

(Address of principal executive offices) (Zip Code)

(281) 517-5000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 – Corporate Governance and Management

ITEM 5.02. – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Named Officer and Director

On September 3, 2009, Deep Down, Inc., and its wholly-owned subsidiaries (the “Company”) accepted the resignation of Robert E. Chamberlain, Jr. as Chief Acquisitions Officer and Chairman; such resignation to be effective on September 1, 2009.  The resignation of Mr. Chamberlain did not involve any disagreement with the Company. The Company will continue to engage Mr. Chamberlain’s services under the Consulting Agreement dated August 6, 2007.  The resignation of Mr. Chamberlain as an executive officer of the Company is considered a “change of management” under the Company’s Credit Agreement with Whitney National Bank (the “Credit Agreement”).  The Company has obtained a waiver from Whitney National Bank regarding this change of management which would have otherwise triggered an event of default under the Credit Agreement.

(c) Appointment of Chairman

On September 1, 2009, the Company’s board of directors (the “Board”) appointed Eugene L. Butler as Chairman of the Board.  Mr. Butler has served as Chief Financial Officer and Director with the Company since June 2007.  Mr. Butler was Managing Director of CapSources, Inc., an investment banking firm specializing in mergers, acquisitions and restructurings, from 2002 until 2007.  Prior to this, he has served in various capacities as a director, president, chief executive officer, chief financial officer and chief operating officer for Weatherford International, Inc., a $2 billion multinational service and equipment corporation serving the worldwide energy market, from 1974 to 1991.  He was elected to Weatherford’s Board of Directors in May of 1978, elected president and chief operating officer in 1979, and president and chief executive officer in 1984.  He successfully developed and implemented a turnaround strategy eliminating debt and returning the company to profitability during a severe energy recession.  Mr. Butler also expanded operations into international markets allowing Weatherford to become a major worldwide force with its offshore petroleum products and services.  Mr. Butler graduated from Texas A&M University in 1963, and served as an officer in the U.S. Navy until 1969 when he joined Arthur Andersen & Co.  Mr. Butler is distinguished by numerous medals and decorations, including the Bronze Star with combat “V” and the Presidential Unit Citation for his service with the river patrol force in Vietnam.

SECTION 9 – Financial Statements and Exhibits

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Deep Down, Inc. dated September 9, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 10, 2009

DEEP DOWN, INC.
By :	/s/ Ronald E. Smith
	Ronald E. Smith
	President and Chief Executive Officer

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