ENERGY INFRASTRUCTURE ACQUISITION CORP.
641 Fifth Avenue
New York, New York 10022
July 17, 2006
VIA TELECOPY (202) 942-9516
Mr. John D. Reynolds
United States Securities and
Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3651
| RE: | Energy Infrastructure Acquisition Corp. (the “Company”) |
Registration Statement on Form S-1
(File No. 333-131648) (the “Registration Statement”)
Dear Mr. Reynolds:
The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on Monday, July 17, 2006, or as soon thereafter as practicable.
The Company hereby acknowledges that:
| · | Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement; |
| · | The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| · | The Company may not assert the actions of the Commission referred to above as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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| | Very truly yours, |
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| | ENERGY INFRASTRUCTURE ACQUISITION CORP. |
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| | By: | /s/ Marios Pantazopoulos |
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Name: Marios Pantazopoulos |
| | Title: Chief Financial Officer |
