Energy Infrastructure Acquisition (EII) 8-A12B Registration of securities on exchange

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ENERGY INFRASTRUCTURE ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-3521405
(State of Incorporation	(I.R.S. Employer
or Organization)	Identification No.)

641 Fifth Avenue, New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.

Securities Act registration statement file number to which this form relates: 333-131648

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Units, each consisting of one share of Common Stock and one Warrant Common Stock, par value $0.0001 per share Common Stock Purchase Warrants	American Stock Exchange American Stock Exchange American Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1.Description of Registrant's Securities to be Registered.

A description of the units, common stock and warrants to be registered hereunder is contained in the section entitled “Description of Securities” in the Prospectus included in the Registrant’s Registration Statement on Form S-1 (Registration No. 333-131648) filed with the Securities and Exchange Commission (the “Commission”) on February 7, 2006, and as amended on March 24, 2005, April 28, 2006, June 13, 2006, July 6, 2006 and July 13, 2006 (the “Registration Statement”) and is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2.Exhibits.

Exhibit No.	Description
3.1*	Amended and Restated Certificate of Incorporation.
3.2*	By-laws.
4.1*	Specimen Unit Certificate.
4.2*	Specimen Common Stock Certificate.
4.3*	Specimen Warrant Certificate.
4.4*	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

*Incorporated by reference to the exhibit of the same number filed with the Registration Statement.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	ENERGY INFRASTRUCTURE ACQUISITION CORP.
Date: July 13, 2006	By:	/s/ Marios Pantazopoulos
		Name: Marios Pantazopoulos
		Title: Chief Financial Officer