SecProbe.io

August 21, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (713)375-6477

Charif Souki
Chief Executive Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 800
Houston, Texas 77002

Re:  Cheniere Energy, Inc.
 Definitive Proxy Statement on Schedule 14A
 Filed April 12, 2007
File No.  1-16383

Dear Mr. Souki:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division of Corporation Finance’s focused review of
executive compensation disclosure.

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

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 2 of 5

Executive Compensation, page 16
Compensation Discussion and Analysis, page 16
Compensation Philosophy and Objectives, page 17
1. On page 20 you identify three peer groups.  Clarify which particular peer group is
used as the benchmark for each element of compensation and explain why the
particular group was chosen.   See It em 402(b)(2)(xiv) of Regulation S-K.
2. Although you have provided a description of the elements of compensation, please
add disclosure pursuant to Items 402(b)(1)( iv) and (vi) of Regulation S-K.  For
example, explain the relative importance to your program of base salary versus other
elements of compensation.  Consider provi ding an overview of the percentage base
salary represents as a percentage of to tal compensation awarded.  Similarly, you place
emphasis on your status as a developing company.  Elaborate further on how the
various forms of compensation awarded to officers in 2006 reflect your status as a
developing company and your overa ll compensation objectives.
3. Although you state that you target base sala ry compensation at or above the market
median and annual income at the 75th percentile, please disclose  the actual percentiles
represented during 2006 with respect to co mpensation paid to each named executive
officer.  Moreover, if any named executive officer’s actual compensation fell outside
of the targeted percentile range with re spect to an element of compensation, please
disclose the reasons for the divergence.
Annual Incentive, page 18
4. We direct you to Item 402(b)(1)(v) of Regulation S-K.   Your discussion of the
manner in which the annual incentive aw ards are determined is difficult to
understand.  Present a clear and concise overview of your program.  For example:
• quantify the dollar amount of the ma ximum bonus pool and  clarify how it
was determined by reference to specific  financial and/or operational targets;
• clarify whether cash or equity awards are provided under the plan in a given
year and explain how a determination is made between providing the awards in either cash, stock or a combination of both;
• elaborate on the circumstances that would result in the committee exercising
its discretion to increase or decrease the bonus pool;
• specify whether there is a range of bonus amounts (i.e. threshold, target,
maximum) payable based on the level of achievement of the financial target
established for a given year; and
• disclose the factors the committee woul d consider in increasing an annual
incentive award above the maximum.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 3 of 5

5. Although none of the performance targets were met for the fiscal year 2006, the
committee agreed with management’s r ecommendation to award all employees
62.5% of their maximum bonus opportunity.  Y our disclosure suggests the decision
was made for competitive reasons and due to “strong performance” as measured against corporate operational goals achieved  in 2006.  To facilitate an understanding
of when bonus awards will be made, please specify whether the committee places greater emphasis on competitive conditions and the achievement of operational goals, than on financial goal achievement.  If retention and competitive concerns are of paramount interest to the company given its stage of development, highlight this fact
and clearly state, if true, whether the company plans to provide incentive awards
regardless of actual financial performance.   Moreover, explain how the 62.5% of
maximum bonus opportunity was determined in light of the company’s failure to achieve its performance targets.
6. We refer you to the list of operational ach ievements considered by the committee in
its determination of compensation awarded in 2006.  Your disclo sure should clarify
whether any of the operational achievements referenced were opera tional targets that
were pre-established for the fiscal year 2006.  If they were, please disclose all qualitative and quantitative targ ets in a given fiscal year.   See Items 402(b)(2)(v)-(vi)
of Regulation S-K.  To the extent you belie ve that disclosure of the targets is not
required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) , please provide on a supplemental basis a
detailed explanation supporting your conclusi on.  Please also note th at to the extent
disclosure of the quantitative or qualitativ e performance-related factors would cause
competitive harm, you are required to discuss how difficult it will be for you to achieve the target levels or other factors.  Please disclo se the factors considered by
the compensation committee in setting performance-related objectives.  Please see Instruction 4 to Item 402(b).
Role of Compensation Committee and Executi ve Officers in Compensation Decisions,
page 17
7. You state on page 18 that “executive perf ormance” is considered by the committee
when the committee makes its final determ inations of executive compensation.
Provide a discussion and analysis of how an individual executiv e’s performance is
evaluated and how their perfor mance factors into the compensation actually received.
If there are elements of individual performance, both quantitative and qualitative, that
are considered by the compensation committee, disclose this fact.  Disclose whether the compensation committee considered any specific contributions in its final
assessment of recommendations it received from the Chief Executive Officer and
Chief Operating Officer and, if applicable, whether any specific contributions were
weighted and factored into specific compensation decisions made in 2006.   Please
disclose any personal goals established for the Chief Executive Officer and his overall level of achievement of such goals during th e last fiscal year.  See Item 402(b)(2)(vii)
of Regulation S-K.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 4 of 5

8. The Compensation Discussion and Analysis sh ould be sufficiently precise to capture
material differences in compensation polic ies with respect to individual named
executive officers.  We refer you to S ection II.B.1 of Commi ssion Release 33-8732A.
Please provide a more detailed discussion of how and why the compensation of your
highest-paid named executive officers differs from that of the other named executive
officers.  For example, we note the dispar ities in the equity awards awarded in 2006
to the Chief Executive Officer relative to the other named executive officers as
reflected in the Grants of Plan-Based Awa rds table.  Similarly, disparities exist
between the named executive officers in the maximum 2006 bonus opportunity expressed as a percentage of base salary.  If policies or decisions  relating to a named
executive officer are materially different than the other officers, this should be
discussed on an individu alized basis.
Grants of Plan-Based Awards, page 25
9. Consistent with the requirements of Item  402(e) of Regulation S-K, your narrative
should explain the vesting schedules and di vidend eligibility with respect to the
restricted stock awards granted.
10. Based on disclosure on page 19 regarding the payout levels of  your incentive compensation plan and the amounts appr oved for potential payout to the named
executive officers in 2006, it would appear that information regarding the maximum
payout levels of awards that could be granted under the Amended and Restated 2003
Stock Incentive Plan should have been refl ected in the table.  Please refer to Item
402(d)(2) of Regulation S-K.
Potential Payments Upon Termination and Change of Control, page 28
11. Disclose why vesting of equity awards is  accelerated under vari ous triggering events
for each of the named executive officers.  See Item 402(b)(1)(v) and 402(j)(3) of Regulation S-K.
Certain Transactions with Related Parties, page 29
12. Provide the disclosure required by Item 404 (b) of Regulation S-K.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 5 of 5

 When you respond to our comments, please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3757 with any questions.

Sincerely,

Mellissa Campbell Duru
Attorney Advisor