PROSPECTUS (SUBJECT TO COMPLETION), DATED MAY 1, 2006

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

             Shares

Brand Energy & Infrastructure Services, Inc.

Common Stock

        Brand Energy & Infrastructure Services, Inc. is offering      shares of its common stock and the selling stockholders are selling      shares of common stock. Prior to this offering there has been no public market for our common stock. We anticipate that the initial public offering price will be between $              and $              per share. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

        We will apply to list our common stock on the New York Stock Exchange under the symbol "       ."

         Investing in our common stock involves risks. See "Risk Factors" beginning on page 11.

        We have granted the underwriters the right to purchase up to an additional               shares to cover over-allotments of shares.

        The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated expect to deliver the shares to purchasers on                            , 2006.

The date of this prospectus is                            , 2006