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 is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

     Media & Entertainment Holdings, Inc. is a blank check company recently formed for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an unidentified operating business. We intend to focus on identifying a prospective target business in the entertainment, media and communications industries. We do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, either directly or indirectly, contacted any prospective target business or their representatives or had any discussions, formal or otherwise, with respect to such a transaction.

     This is an initial public offering of our securities. Each unit has an offering price of $8.00 per unit and consists of:

• one share of our common stock; and

• one warrant.

     Each warrant entitles the holder to purchase one share of our common stock at a price of $6.00. Each warrant will become exercisable on the later of our completion of a business combination or ____________, 2007 [one year from the date of this prospectus], and will expire on ____________, 2010 [four years from the date of this prospectus], or earlier upon redemption.

     We have granted to the underwriters a 45-day option to purchase up to 1,687,500 additional units solely to cover over-allotments, if any (over and above the 11,250,000 units referred to above). The over-allotment option will be used only to cover the net syndicate short position resulting from the initial distribution. We have also agreed to sell to Ladenburg Thalmann & Co. Inc., the representative of the underwriters, for $100, as additional compensation, an option to purchase up to a total of 1,125,000 units at $10.00 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $7.50 (125% of the exercise price of the warrants included in the units sold in the offering). The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

     Our existing stockholders and certain of their affiliates have committed to purchase an aggregate of 1,800,000 warrants, at a price of $1.00 per warrant, for an aggregate purchase price of $1,800,000. These purchases will occur on a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive from these purchases will be placed in the trust account described below. The existing stockholders’ warrants will be identical to the warrants being offered by this prospectus, except that the existing stockholders’ warrants may be exercisable on a cashless basis, so long as such warrants are held by our existing stockholders or their affiliates. Furthermore, the purchasers of $700,000 of existing stockholders’ warrants, including all of our officers and directors, have agreed not to sell or transfer their existing stockholders’ warrants (or any of the underlying shares of common stock) until 90 days after the consummation of our initial business combination, and the sole purchaser of $1,100,000 of existing stockholders’ warrants has agreed not to sell or transfer its existing stockholders’ warrants (or any of the underlying shares of common stock) until 90 days after the date of this prospectus or such earlier date as the warrants included as part of the units sold in this offering begin separate trading.

     There is presently no public market for our units, common stock or warrants. We will apply to have the units listed on the American Stock Exchange under the symbol ____________. Once the securities comprising the units begin separate trading on ________, 2006 [90 days from the date of this prospectus] or on such earlier date as shall be determined by the representative of the underwriters, the common stock and warrants will be listed on the American Stock Exchange under the symbols __________ and ___________, respectively. We cannot assure you that our securities will be listed or, if listed, continue to be listed on the American Stock Exchange. In the event that our securities are not listed on the American Stock Exchange, we anticipate that the units, and upon their separation, the common stock and warrants, will be quoted on the OTC Bulletin Board.

     Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     $86,600,000 (or $99,425,000 if the underwriters’ over-allotment option is exercised in full), or approximately $7.70 per unit, which includes (i) the portion of the underwriting discount and the full amount of the representative’s non-accountable expense allowance being deferred, and (ii) the proceeds of $1,800,000 from the private sale of existing stockholders’ warrants simultaneously with the consummation of this offering, but excludes offering expenses of approximately $600,000 and an additional $100,000 to be used for miscellaneous working capital purposes, will be placed in a trust account at JPMorganChase NY Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee, under an agreement to be signed on the date of this prospectus. The underwriters have agreed to defer payment of a portion of the underwriting discount equal to 2% of the gross proceeds of this offering, or $1,800,000 (or $0.16 per unit), or $2,070,000 if the underwriters’ over-allotment option is exercised in full, and the full amount of the representative’s non-accountable expense allowance, or $900,000. These proceeds will be held in the trust account and will not be released until the earlier to occur of the completion of our initial business combination or our liquidation on the terms described in this prospectus. However, up to an aggregate of $2,340,000 of the interest accrued on the amounts held in the trust account (net of taxes, if any, payable by us with respect to such interest) will be released to us in monthly installments to fund a portion of our working capital requirements. Once an aggregate of $2,340,000 is released to us, all of the interest earned on the amounts held in the trust account (net of taxes payable) will remain in the trust account until we consummate our initial business combination or liquidate.

     We are offering the units for sale on a firm-commitment basis. Ladenburg Thalmann & Co., acting as representative of the underwriters, expects to deliver our securities to investors in the offering on or about _______________, 2006.