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Piecemaker

12/31/08 11:06 PM

#83916 RE: bwalk63 #83912

Here's your "response" (posted earlier today by Tombrady), please read it carefully this time:

Let me again be very succinct.
1) Everyone already knows everything that we know regarding the S1, see that section in the most recent 10-Q. I know this is not what everyone wants to hear; but, it continues to be the reality. That process is governed by the SEC, and we comply with its requests. I feel that some of the angst may be the result of a lack of understanding about the registration process, in my opinion. Even for me, this process is not a regular occurrence, the SEC's focus can change from time to time, certain accounting conventions may fall in or out of use, etc., etc., and even for securities attorneys, auditors, and CPA's who prepare these things for a living, the SEC can, and typically does comment. It is how this process is supposed to work, and to the benefit of all shareholders. Keep in mind, that everything the SEC does is for the protection of shareholders, through corporate transparency. I do realize that is not much comfort to you at this point. 2) In my further opinion, although "business as usual" press releases, and company communications are allowed during this process, the SEC imposed "quiet period" specifically frowns upon unusual, or as is stated in the SEC document that explains this process (attached for your review and convenience), "gun-jumping," which essentially is "conditioning the market for the issuers’ securities to be sold in a registered offering." In laymen's terms, IF we were to engage in any historically unusual, and/or immaterial communications as suggested in the attached, it may significantly increase the possibility that the registration could TAKE MORE TIME because of any resulting, and in this case preventable, SEC action. I know that everyone would not want that. I also believe we have a fiduciary responsibility to execute and perform this and all company activities for the best interest of all of our shareholders. We certainly know the PPS is of concern to all; however, we are profitable, in a growing energy subsector, becoming more and more diversified, and so far, have been growing significantly since the company has gone public. Please don't "shoot the messenger" here. Your company will continue to execute its business plan with the same thoughtfulness and savvy that it so far has, and I am a firm believer that the market WILL get it right - it always eventually does, in my opinion. I continue to encourage your review of the registration process guidelines; because, I believe that once it is fully understood, our shareholders will be extremely glad that management followed the guidelines to the best of its ability, and created a real company with real shareholder value. I further believe that the most recent 10-Q is the best document to acquaint one's self with to learn more about Deep Down's and its growing family of companies' current performance. Always feel free to contact me with your thoughts, comments, and questions - we do listen.
Regards,



Steven M. Haag
vice-president of investor relations

ir@deepdowninc.com

Deep Down, Inc.
15473 East Freeway
Houston, Texas 77530

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valleyboi0

01/01/09 4:07 PM

#83934 RE: bwalk63 #83912

You're kidding right ??