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              600
      Travis, Suite 4200

              Houston,
      Texas 77002

              713.220.4200
      Phone

              713.220.4285
      Fax

              andrewskurth.com

    February
9, 2010

    Mr. Mark
C. Shannon

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street N.E., Stop 7010

    Washington,
D.C. 20549

              Re:

              Cheniere Energy,
      Inc.

              Form
      10-Q for the Fiscal Quarter Ended September 30,
  2009

              Filed
      November 6, 2009

              File
      No. 001-16383

    Dear Mr.
Shannon:

    On behalf
of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose
the responses of the Company to comments received from the staff of the Division
of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by
letter dated January 27, 2010, with respect to the Company’s Form 10-Q for the
fiscal quarter ended September 30, 2009 (File No. 001-16383) (the “10-Q”).  For
your convenience, the responses are prefaced by the exact text of the Staff’s
corresponding comment.

    The
Company acknowledges the following:  (i) the Company is responsible
for the adequacy and accuracy of the disclosure in the 10-Q; (ii) Staff comments
or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the 10-Q; and (iii) the
Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

    Please
let us know if you have any questions or if we can provide additional
information or otherwise be of assistance in expediting the review
process.

    Sincerely,

    Meredith
S. Mouer

    cc:           Meg
A. Gentle (Cheniere Energy, Inc.)

          Austin     Beijing     Dallas      Houston      London      New
York     The
Woodlands     Washington, DC

          Cheniere
Energy, Inc.

          Form
10-Q (File No. 001-16383)

          Company’s
Response to

          SEC
Comment Letter dated January 27, 2010

    Form 10-Q for the Fiscal
Quarter Ended September 30, 2009

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
21

    Summary of Critical
Accounting Policy and Estimates, page 33

    LNG and Natural Gas
Marketing, page 33

              1.

              We
      have considered your response to prior comment number two and note you
      have concluded that all of the activities in your LNG and natural gas
      marketing business are energy trading and risk management activities for
      trading purposes as contemplated by EITF 02-3.  Based on your
      assessment, please provide disclosure in future filings to address each of
      the disclosure requirements referenced in paragraph 10 of EITF 02-3 or
      otherwise advise how you have complied with this guidance.  In
      your response to this comment, please provide us with a sample of your
      intended disclosure.

    Response:

    We have
reviewed the specific disclosure requirements referenced in paragraph 10 of EITF
02-3 and have determined that we have met, and will continue to meet, the
disclosure requirements of c), d) and e) as described in paragraph 10 of EITF
02-3 and other applicable guidance.  In order to more adequately
address the disclosure requirements of a), b) and f) of paragraph 10 of EITF
02-3, we will revise our disclosure in future filings as follows:

    Summary
of Critical Accounting Policies and Estimates

    LNG
and Natural Gas Marketing

    We have
determined that our LNG and natural gas marketing business activities are energy
trading and risk management activities for trading purposes and have elected to
present these activities on a net basis on our Consolidated Statement of
Operations.  Marketing and trading revenues represent the margin
earned on the purchase and transportation of LNG purchases and subsequent sales
of natural gas to third parties. These energy trading and risk management
activities include, but are not limited to: purchase of LNG and natural gas,
transportation contracts, and derivatives.  Below is a brief
description of our accounting treatment of each type of energy trading and risk
management activity and how we account for it:

    Purchase of LNG and natural
gas – The purchase value of LNG or natural gas inventory is recorded as
an asset on our Consolidated Balance Sheet at the cost to acquire the product.
Our inventory is subject to lower-of-cost-or-market adjustment each
quarter.  Any adjustment to our inventory is recorded on a net basis
as LNG and natural gas marketing revenue on our Consolidated Statement of
Operations.

    Transportation
contracts – We enter into transportation contracts with respect to the
transport of LNG or natural gas to a specific location for storage or
sale.  Transportation costs that are incurred during the purchase of
LNG or natural gas are capitalized as part of the acquisition costs of the
product.  Transportation costs incurred to sell LNG or natural gas are
recorded on a net basis as LNG and natural gas marketing revenue on our
Consolidated Statement of Operations.

    Derivatives – We use
derivative instruments from time to time to hedge the cash flow variability of
our commodity trading activities.  We have disclosed certain
information regarding these derivative positions, including the fair value of
our derivative positions in Note [X] of our Notes to Consolidated Financial
Statements.  We record changes in the fair value of our derivative
positions, in our LNG and natural gas marketing revenue on our Consolidated
Statement of Operations based on the value for which the derivative instrument
could be exchanged between willing parties.  To date, all of our
derivative positions fair value determinations have been made by management
using quoted prices in active markets for identical instruments.  The
ultimate fair value of our derivative instruments is uncertain, and we believe
that it is possible that a change in the estimated fair value will occur in the
near future as commodity prices change.