SecProbe.io

Mail Stop 3561

February 12, 2007

Don A. Turkleson, Chief Financial Officer
Cheniere Energy Partners, L.P.
717 Texas Avenue, Suite 3100
Houston, TX 77002

Re: Cheniere Energy Partners, L.P.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed January 25, 2007
File No. 333-139572

Dear Mr. Turkleson:

We have reviewed your filing and have th e 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 commen t 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 information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.

Dilution, page 46
1. Revise your dilution table to reflect the dist ribution to Cheniere Holdings highlighted on
page 45.  Conversely, update the table to re flect year end balances, given that the
distribution occurred prior to year end.

Security Ownership of Certain Benefi cial Owners and Management …, page 128
2. We note your response to comment 27 in our letter dated January 19, 2007.  Please revise
your disclosure to clearly identify the selling unitholder as an underwriter.

Don A. Turkleson
Cheniere Energy Partners, L.P. February 12, 2007 Page 2
Financial Statements, pages F-1
3. We note your responses to comments 32 and 34 in our letter dated January 19, 2007.  Please
provide a pro forma balance sheet and statement of operations that clearly reflect the change
in capital structure, distribu tions that you have or intend to  make to any current owners,
how you allocate earnings or loss to the gene ral and limited partners and earnings per
limited partnership unit (i.e. se parately for common units and subordinated units).  Ensure
that you provide a note to these pro forma fina ncial statements that clearly explains how
you allocated earnings and computed earnings per limited partnership unit.  Please see
Regulation S-X Rule 11-01(a)(8).  Also s ee SAB Topics 1:B.2 and 3. and Topic 4:F.
4. Please remember to update your audited financia l statements as appropriate.  We note that
you are required to have audited financial statements as of December 31, 2006 on or after
February 15, 2007.  We remind you to pr ovide updated consents as well.

Note 1 – Organization, page F-7
5. We note your response to comment 31 in our letter dated January 19, 2007.  Please expand
your policy to include relevant information in  your response that is  not included in the
principles of organization.  Please clarify your disclosure to state, if true, the combined
financial statements for these commonly contro lled entities are prepared consistent with
consolidated financial statement principles that will be applied after this offering is completed.  Specifically disclose the elimin ation of intercompany balances, profits or
losses; the elimination of equity accounts wh ere parent-subsidiary relationships exist and
other related accounting matters.  Where this is not true please disclose the basis for these
differences and the impact on your financial pos ition, results of operations and cash flows,
if applicable.  See paragraph 23 of ARB 51.

Note 8 – Derivative Instruments, page F-13
6. Consistent with the revised disclosure in Sabine Pass LNG, L.P., please expand your
accounting policy to disclose your effectivene ss testing and how the application of the
cumulative dollar offset method results in diffe rent accounting treatments for the effective
and ineffective portions of your cash flow hedge.

* * * * *

Don A. Turkleson
Cheniere Energy Partners, L.P. February 12, 2007 Page 3

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 exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

You may contact Brian McAllis ter, Accountant, at (202) 551-3341 or Michael Moran,
Accounting Branch Chief, at (202) 551-3841, if you have questions regarding comments on the financial statements and related matters.  Please  contact Scott Anderegg, St aff Attorney, at (202)
551-3342, Ellie Quarles, Special Counsel, at ( 202) 551-3238, or me at (202) 551-3720 with any
other questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: Geoffrey K. Walker, Esq.
 (713) 220-4285