Mail Stop 3561



								March 9, 2006



Mr. Marios Pantazopoulos
Energy Infrastructure Acquisition Corp.
c/o Schwartz & Weiss, P.C.
457 Madison Avenue
New York, N.Y. 10022

		RE:	Energy Infrastructure Acquisition Corp.
			Registration Statement on Form S-1
			File No. 333-131648
			Filed February 7, 2006

Dear Mr. Pantazopoulos:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General Comments
1. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.
2. Please tell us the factors you considered in determining to
value
this offering at $150,000,000.  What factors did you consider when
determining that you might need $150,000,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation.  Does the company expect to
obtain
additional funding through other financing arrangements to acquire
a
target?  If so, please explain.  We may have further comment.
3. We note the following language from Article Six of your Amended
and Restated Certificate of Incorporation:  "The following
provisions
(A) through (E) shall apply during the period commencing upon the
filing of this Certificate of Incorporation and terminating upon
the
consummation of any `Business Combination,` and may not be amended
prior to the consummation of any Business Combination."  Please
provide us with a legal analysis as to whether or not an amendment
to
this provision would be valid under applicable state law.
Additionally, please revise the prospectus to disclose this
provision
and explain the impact or potential impact of this provision on
investors in the offering.  For example, disclose: (i) whether the
provision can be amended; and if so, the legal basis for such
amendment; and (ii) whether the company views the business
combination procedures as stated in the provision and the
prospectus
as obligations to investors that the company will not propose to
amend, or alternatively, if the company reserves the right to
amend
this provision and change the procedures, disclose the extent of
that
authority and the circumstances under which changes would or may
be
proposed.  Please note that your disclosure should also address
whether the disclosures in the prospectus are terms of the
security
being offered under the federal securities laws.
4. In general your discussion of the underwriter`s compensation
arrangement - including the contingent compensation, could use
some
clarification.  Based on our analysis of your "Use of Proceeds"
you
appear to provide the underwriter with $6 million in guaranteed
compensation, plus $1.5 million in expense allowances which are
paid
from the private placement proceeds and accordingly, do not reduce
the proceeds held in trust.  In addition, you are paying
contingent
compensation of $1.5 million in the event of a business
combination.
This contingent compensation is payable out of the trust account
in
the event of a merger.  Accordingly, you have approximately $148.5
million available as merger consideration.  Please advise us if
this
is a correct understanding and clarify your disclosure throughout.
Also consider those fees to be paid to Maxim Group LLC in
connection
with the private placement.
5. We note the disclosure in the registration statement on page 2
that the company`s "President and Chief Operating Officer, and,
his
nominees, have agreed to purchase from us an aggregate of 825,398
units ... in a private placement." (emphasis added).  In light of
integration issues of the private placement and public offering,
please revise the disclosure throughout the registration statement
and related agreements to remove the reference to "his nominees"
or
advise us why such revision is not necessary.
6. Prior to the effectiveness of the company`s registration
statement, please inform us as to whether or not the amount of
compensation allowable or payable to the Underwriters has received
clearance by the NASD.
7. We note that the registration statement covers "such
indeterminable additional securities as may be issued as result of
the anti-dilution provisions contained in the Warrants."  Please
revise the disclosure to state that the indeterminate number of
additional shares of common stock shall be issuable "pursuant to
Rule
416 to prevent dilution resulting from stock splits, stock
dividends
or similar transactions."
8. We note that Mr. Sagredos has agreed to vote his private
placement
shares in favor of any business combination presented for a vote.
His 825,398 private placement shares appear to represent
approximately 4% of your outstanding shares.  We further note that
the transaction will be approved based on a majority of shares
voted
as distinguished from a majority of shares outstanding.  We also
note
that the existing stockholders have agreed to vote the common
shares
owned by them in accordance with vote of the majority of the
shares
of common stock issued in this offering and the private placement.
Please include a discussion as to whether management will have the
ability to control or significantly influence the vote for the
approval of the business combination.

Table of Contents
9. We note your disclosure that "Business Combination Company" and
"BCC" are trademarks of Maxim Group LLC.  Please advise us of the
status of these trademarks, including the date Maxim began using
them
and any legal action Maxim has taken to date to create, or
protect,
this trademark.





Prospectus Summary
10. In the paragraph beginning with "[o]ur executive officers and
directors" you state that management "compromise[s] a formidable
pool
of expertise."  This statement appears promotional, please revise
your document to remove the reference to "formidable" or,
alternatively, please provide a basis for the statement.
11. Please clarify the statement that your target business "shall
include one or more entities with agreements to acquire an
operating
business in the energy industry."

Private Placement, page 2
12. Please revise your discussion of the private placement
transaction to indicate the following: whether the proceeds of the
private placement will be placed in the trust account; whether the
private placement shares contain any transfer or voting
restrictions;
and, whether the private placement shares will have any rights to
the
proceeds of the trust account - and if so, under what
circumstances.
13. Please clarify the statement on page 3 that Maxim "may
determine
to cease trading of the units following" the date that they become
separately tradable.

Additional Issuable Shares, page 2
14. Please describe the agreement in which Mr. Sagredos received
the
right to receive the shares of common stock following a business
combination upon the common stock reaching a certain volume
weighted
average trading price.

The Offering, page 3
15. Please define the "specified threshold amount" referenced in
the
page 4 discussion of "Offering proceeds to be held in trust."
16. Please address how your officers and directors will vote their
"private placement" shares with respect to a business combination.
In addition, we note the reference to public stockholders owning
less
than 30% of the total number of shares sold in this offering and
the
private placement.  Please clarify whether the 30% restriction
associated with the redemption provisions includes or excludes the
shares purchased in the private placement.







Summary Financial Data, page 6
17. Please clarify the text of footnote 2.  Currently it appears
that
a public stockholder who elects to redeem their shares is entitled
to
receive both the $10.00 investment and $.10 per share of
underwriter
compensation.  Please revise your disclosure or advise us why no
revision is necessary.
18. Please supplement your disclosure on page 8 regarding the
underwriters` contingent fee in the event that there are redeeming
shareholders.  You state that the underwriter has agreed to forgo
its
fee for each share that is redeemed but you also state that
management has agreed to surrender certain shares to partially
offset
the dilution resulting from the redemption of the shares.  Please
clarify whether the total amount of underwriter compensation
varies
based on the amount of shares redeemed and address your use of
"dilution" in this regard.
19. We note that your treatment of the interest income associated
with the trust account differs from other similar blank check
offerings and Rule 419.  Under Rule 419, for example, the interest
would accrue solely to the benefit of the trust class prior to the
consummation of a merger.  Please address any opportunity costs -
namely foregone interest - associated with your current deal
structure and revise accordingly the "Comparison to offerings of
blank check companies" section and consider adding a risk factor.
Risk Factors, page 7

Risks associated with our business, page 7
20. We note your disclosure in risk factor four that your officers
and directors will be severally liable under certain circumstances
based on their respective beneficial ownership interest in the
company.  Please clarify this statement to address when the
beneficial ownership percentages become fixed - that is, can the
percentages vary based on stock sales or purchases subsequent to
the
offering?  In addition, please address the denominator used in
calculating the percentage.  For example, will the percentage be
based on only those shares owned prior to the offering or will it
include the shares purchased in the private placement?
21. Please revise the text of risk factor six to indicate the
approximate amount of funds held in trust by the 40 similarly
structured blank check companies referenced in the risk factor.
We
also note your disclosure that it is possible that there are only
a
limited number of attractive opportunities available.
Accordingly,
please provide a statement regarding the likely affect that this
will
have on your respective negotiating position and the price you
will
have to pay to consummate a transaction.  Alternatively, please
advise us why no revision is necessary.

22. The subheading of risk factor 15 does not agree with the text
of
the related risk factor.  Specifically, you state in the
subheading
that your management "will not receive reimbursement for
[expenses]
.... to the extent that such expenses exceed the amount in the
trust
account" while the text refers to amounts not held in the trust
account.  Please clarify.

Risks associated with our acquisition of a target business in the
energy industry, page 13
23. The majority of your risk factor disclosure under the heading
"Risks associated with our acquisition of a target business in the
energy industry" appears speculative in light of the fact that the
company does not currently have any targets under consideration.
Please revise your document to reduce the speculative nature of
this
disclosure.  In addition, please present risk factors that
represent
a material risk to investors in this offering and do not include
risk
factors that could apply to any issuer or to any other offering.
24. In risk factor 30 on page 15 you state that your operations
may
harm the environment, however you do not state why or how this is
a
risk to an investor in his or her capacity as such.  Please revise
to
explain the risk to the investor or, alternatively, please remove
the
risk factor.

Risks associated with this offering, page 17
25.  In risk factor 41 on page 17 you disclose that the company is
obligated to issue additional shares to management upon the
occurrence of certain stated events.  You further note that this
issuance may have a negative impact on the company`s earnings.
Please advise us whether the company deems this potential
obligation
to be a derivative financial instrument or off balance sheet
transaction.  In addition, please supplement your risk factor
disclosure to address the likely impact of this obligation on
management`s ability to consummate a business combination.
26. Risk factor 49 on page 20 appears to repeat, verbatim, risk
factor 36 on page 16.  Please revise your disclosures to eliminate
any duplicative discussions.

Use of Proceeds, page 21
27. In the table, please provide a total for your "Offering and
placement expenses."
28. In your "Use of Proceeds" you disclose that the company will
have
$125,000 available to meet expenses which are estimated at
$2,325,000
based on your footnote disclosure on page 24.  You further
disclose
that these expenses will be funded by the interest received from
the
trust account.  However, your receipt of any interest from the
trust
account is limited by clause 2(b) to Exhibit 10.8.  Please clarify
the operation of this term and any effect it may have on your
ability
to use the interest earned on the trust account.  For example,
assuming the over allotment option is exercised in full will the
company then have to wait until $450,000 in interest is accrued
prior
to being able to use any interest income? Please also clarify
whether
the company believes the interest earned will be sufficient in
both
amount and timing to meet expenses as they are incurred.  Finally,
we
note that the above referenced clause allows for a distribution of
up
to $12.2 million in interest income while your disclosure on page
4
indicates that only $2.2 million may be distributed - please
clarify.
29. Please disclose whether the underwriter`s contingent
compensation
has priority over other claims to the trust account in the event
of a
business combination.
30. On page 22 you state that you will pay "$412,699 for the
payment
of placement fees to Maxim Group LLC related to the private
placement."  Your overall discussion appears to imply that this
payment will come from a working capital line item which will be
funded with the interest from the trust account.  Please advise us
if
this is the case.  In addition, please advise us whether this
amount
is presented as an "offering and placement expense" in your
tabular
presentation on page 21.  With respect to the payment to Maxim,
please provide greater detail concerning the payment terms, the
nature of the services and any other contingencies or restrictions
associated with the agreement; with respect to this, an
appropriate
cross reference would be sufficient.
31. Please clarify the meaning of the statement on page 23 that
you
have agreed that "the interest earned in the trust account (net of
taxes payable) in excess of the amount necessary to have a $10.00
per
share liquidation distribution to the public stockholders if the
underwriters` over-allotment option is exercised ... will be
released
to us to fund our working capital."

Dilution, page 26
32. In your dilution calculation please disclose how you treated
the
contingent underwriter`s compensation for purposes of the dilution
calculation.
33. On page 27 you disclose that $148,295 of offering costs paid
in
advance have been excluded from [net] tangible book value before
the
offering.  Please advise us why the company elected to exclude
this
amount from net tangible book value before the offering.






34. In footnote 2 on page 27 you exclude $.10/share from your
calculation of the proceeds held in trust and subject to
redemption
for cash.  Please advise us of the basis for this exclusion.  In
addition, please inform us whether the inclusion of this amount,
along with any other required adjustments, would further dilute
the
new investors.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 26

Proposed Business, page 27
35. Please expand your discussion of your targeted industries to
better describe how management intends to take advantage of the
opportunities identified on pages 27-28.

Overview of Transportation Sector, page 28
36. Please clarify the difference between a crude oil and a
product
tanker.
37. Please explain the meaning of the last paragraph under the
heading "Overview of Transportation Sector" on page 32.
Specifically, it is unclear why the oversupply of vessels will
present an opportunity to you.  Do you mean to state that you will
purchase a vessel at a lower price as a result of the oversupply?
If
you do purchase a vessel what will you do with it, and how will
your
business plans be affected by the general oversupply of vessels in
the market?

We have not identified a target business, page 32
38. We note your disclosure that any target business must have a
fair
market value of at least 80% of the value of the trust account.
However, a business combination may be completed even if 29.99% of
your shareholders redeem their securities.  As a result, it is
possible that you will have to borrow funds to complete your
merger.
Please supplement your disclosure to address this contingency and
how
management intends to deal with it, should it arise.

Sources of target businesses, page 32
39. Please discuss whether the underwriters could be a source for
potential target businesses.  If yes, please describe the fee
arrangements.





Fair market value of target business, page 34
40. Please clarify the statement on page 34 regarding the
"evaluation
of a potential holding company acquisition where the assets to be
acquired are not in the possession of the target company."

Limited ability to evaluate the target business` management, page
35
41.  Please reconcile your statement on page 35 that you cannot
assure the investors that "[y]our officers and directors will have
significant experience or knowledge relating to the operations of
the
particular target business" with the statements on page 28 that
your
management has "extensive experience in the energy industry" and
"collectively compromise a formidable pool of expertise."  Please
clarify throughout your document whether your management team`s
experience is in operations or more focused on specific
transactions
within this industry.  In addition, please clarify the value that
management adds to the company both prior to the investment and
post
investment.

Redemption Rights, page 35
42. On page 35, you disclose that management has agreed to
surrender
some of its shares under certain circumstances pursuant to pre-
established formula.  Please clarify your disclosure of the
operation
of this formula; in addition, please provide us with an example of
how this formula would operate in practice.


Competition, page 37
43. In the last bullet point on page 37 you state "the requirement
to
acquire either an entity with purchase agreements for one or more
vessels or an operating business that has a fair market value
equal
to at least 80% of the trust ..." Please clarify your use of "or"
in
this statement; do you mean to imply that you can purchase a
vessel
free of the 80% restriction?
44. Please include a discussion of the competition the company
will
face from similarly structured blank check companies under the
heading "Competition" on page 37 and elsewhere as appropriate.


Facilities, page 37
45. Your page 37 disclosure indicates that the law firm of
Schwartz &
Weiss, P.C. will provide certain additional services pursuant to a
letter agreement.  Please disclose the nature of these additional
services and ensure that a copy of the agreement is filed in any
amendment.  In addition, please disclose how the $7,500 fee was
determined. Finally, disclose any relationship between Schwartz &
Weiss, including its` affiliates, and any other person or entity
involved in the offering.

Employment, page 37
46. Please disclose an estimate of the hours per week that each
officer will devote to the company.

Management, page 40
47. Our research indicates that Mr. Sagredos served as a Director
of
American Energy Group, an oil and gas company that recently
emerged
from bankruptcy.  Please disclose Mr. Sagredos` involvement with
the
company and provide the information contemplated by Item 401.
Alternatively, please advise us why no disclosure is required.
48. In reviewing your disclosures of management`s biographical
history we note that you present financial information regarding
the
total size of the employing companies but do not clarify the size
of
the division actually supervised by management.  For example, in
Mr.
Silverberg`s biography you state that he served as the head of the
crude oil and oil products division of Glencore International and
that Glencore`s revenues are in excess of $100 billion.  Please
revise to address the revenues attributable to Mr. Silverberg`s
division during the time period of his employment there.  Your
attention is directed to Item 401(e).  Please note that the
reference
to Mr. Silverberg was illustrative only; the comment is applicable
to
other members of you management.  Please revise or, alternatively,
advise us why no revision is necessary.

Executive Compensation, page 43
49. We note the statement that "[t]here is no limit on the amount
of
accountable out-of-pocket expenses reimbursable by us."  Please
discuss this statement in the use of proceeds section.

Conflicts of Interest, page 43
50. Please disclose whether management currently has any fiduciary
duties relating to the presentation of business opportunities
other
than to those firms named in their respective biographies.  If
management currently has additional fiduciary duties please
disclose
the names of the entities owed such duty, as well as the nature
and
origin of the duty.
51. Please clarify the meaning of the paragraph on page 44
beginning
"[e]ach of our directors has, or may come to have ... other
fiduciary
obligations." Do you mean to state that a fiduciary duty arising
after the effectiveness of this registration statement may take
priority over the fiduciary duty owed to the company?  Please
explain.
52. On page 44 and elsewhere, you state that "[b]ecause directors
seeking reimbursement may not be deemed "independent" we may not
have
the benefit of independent directors examining the propriety of
expenses incurred".  Elsewhere you disclose that you have two
independent directors.  Please clarify the instances in which you
will or will not have independent director review of reimbursable
expenses.
53. Please discuss whether any of the officers or directors have
been
or are currently affiliated with any other blank check companies.

Principal Stockholders, page 45
54. Footnote 3 to your beneficial ownership table indicates that
Mr.
Sagredos` beneficial ownership percentage does not reflect the
purchase of the 825,398 private placement shares because the
transaction has not yet closed.  However, Mr. Sagredos would
appear
to have the right to acquire such beneficial ownership under Rule
13d-3.  Please update your disclosure accordingly, or advise us
why
no revision is necessary.
55. On page 46 you state that if you increase the size of the
offering you "may effect [sic] a stock dividend in such amount to
maintain the existing stockholders` collective ownership."
However,
your discussion under "Description of Securities" contains no
discussion of any anti-dilutive provisions.  Please disclose any
anti-dilutive provisions and reference their origin - that is,
state
whether they are in the Articles of Incorporation or some other
investment agreement.

Description of Securities, page 48
56. Please reconcile your statement on page 49 that "[n]o warrants
are currently outstanding" with your disclosure in the prospectus
summary that there were 825,398 warrants outstanding before the
offering.

Underwriting, page 57
57. On page 61 you disclose that you have agreed to issue the
representative 150,000 shares of your common stock as part of this
offering which is subject to forfeiture in the event that you do
not
complete a business combination.  With respect to the foregoing,
please advise us how the company views this transaction.  If the
shares are outstanding, has the company included these shares in
its
other disclosures?  Alternatively, if the company deems this to be
a
contingent sale or other style of arrangement how has the company
accounted for it?  Finally, please disclose the dollar value
associated with this stock grant, state whether it is deemed
underwriters` compensation and include footnote disclosure in any
applicable table - including the prospectus cover page.

Financial Statements


Financial Statements, page F-1
58. Please provide a currently dated consent of the independent
accountant in any amendment and ensure the financial statements
are
updated as required by Article 3 of Regulation S-X.

Note 5 - Commitments and contingencies, page F-9

59. We note your disclosure regarding the proposed issuance of
your
common stock, associated with each of the following transactions:

(a)  up to 3,000,000 shares to be issued to Mr. Sagredos.
      (b) 150,000 shares to be issued to Maxim Group LLC.

Please revise your disclosures to state how you intend to account
for
each of the proposed transactions, including the estimated fair
value
of the shares to be issued.  Expand MD&A to discuss each stock
issuance and the projected impact on your financial condition and
results of operations.  Consider whether disclosures regarding any
known trends, events or uncertainties are required under Item 303
of
Regulation S-K.


Exhibits
60. In reference to exhibits, 10.1-10.7, form of letter agreement
among the registrant, Maxim Group, LLC and certain insiders,
please
file all of the exhibits to these agreements.


Exhibit 10.1
61. With respect to the agreement between the underwriter and the
company`s employees we note that clause 10 distinguishes between
"Insider Shares" and Private Placement Shares" with such
distinction
being particularly applicable to clause 1.  Clause 1 requires that
the employee vote his "Insider Shares" "in accordance with the
majority of the votes cast by the holders of the IPO Shares and
the
Private Placement Shares" but does not specify how the Private
Placement Shares are to be voted.  Further, it is not clear
whether
the Private Placement Shares are to be included in the majority of
the votes calculation.  Please advise us of the preceding and
supplement your disclosure as necessary.

Exhibit 10.8
62. Currently clause 2(b) of your Investment Management Trust
Agreement permits the company to utilize interest income from the
trust fund based on the calculation of an "Income Threshold."
However, the "Income Threshold" calculation does not appear driven
by
any income measurement - please explain.  In addition, please add
disclosure concerning this clause in your summary, risk factors
and
use of proceeds discussions.
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Raquel Howard at (202) 551-3291 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
Jay
Williamson at (202) 551-3393.



      Sincerely,



John Reynolds
Assistant Director



cc. 	Mitchell Nussbaum
	(212) 407-4000 (facsimile)

Mr. Pantazopoulos
Energy Infrastructure Acquisition Corp.
March 9, 2006
p. 1