SecProbe.io

April 22, 2011
 Via E-Mail

Mr. Charif Souki Chief Executive Officer  Cheniere Energy Partners, G.P., LLC 700 Milam Street, Suite 800 Houston, Texas 77002
Re: Cheniere Energy Partners, L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 3, 2011 File No. 001-33366

Dear Mr. Souki:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 25
 Liquidity and Capital Resources, page 36

 TUA Revenues, page 36

1. Please provide us with proposed disclosure that expands the discussion in the first
paragraph on page 37 regarding Cheniere Inve stments’ capacity payments to Sabine Pass
LNG.  Your revisions should be  consistent with your disclo sure on page 36 regarding the
Total Gas and Power North America, Inc. and Chevron U.S.A., Inc. capacity payments.  Specifically, we note that you disclose th e aggregate capacity payments required by

Mr. Charif Souki  Cheniere Energy Partners, G.P., LLC   April 22, 2011  Page 2

 Cheniere Investments through 2028, but you do not  disclose the frequency with which
payments must be made, nor do you disclose the size of these payments.
 Consolidated Financial Statements

 Consolidated Statements of Operations, page 51

2. Please tell us how you calculate your earnings per limited partner unit data (“EPU”) for
all periods presented and provide all of the disclosures as requir ed by FASB ASC Topic
260-10-50.  It appears the two cl ass method would apply to th e EPU calculations in your
situation in light of your capit al structure.  Refer to paragraphs 59A to 68 of FASB ASC
Topic 260-10-45.

Consolidated Statements of Cash Flows, page 53

3. We note your disclosures on page 38 that you have restricted cash outflows of $298.7
million to pay for the construction activities at the Sabine Pass LNG terminal in 2009.
However, we note the restricted cash in flows of $189.7 million and $109 million within
the investing and financing act ivities, respectively, but ca sh outflow of only ($96.9)
million for the construction within the cash flow  statements.  Please reconcile for us the
differences between the disclosures a nd the cash flow presentation for 2009.
 Notes to Consolidated Financial Statements

 Note 3 – Summary of Significan t Accounting Policies, page 55

 Revenue Recognition, page 56

4. Please clarify to us and in your disclosure the meaning of your statement that “[t]he
retained 2% of LNG delivered for each customer’s account at the Sabine Pass LNG
terminal is recognized as reve nue as Sabine Pass LNG perfor ms the services….”  In this
regard, tell us and disclose why you retain ed 2% of LNG delivered and deferred the
processing of the LNG until a later time.

Note 12 – Related Party Transactions, page 62
 LNG Terminal Capacity Agreements, page 62

 Terminal Use Agreement, page 62

5. Explain to us and revise your disclosure to state the business reason for the assignment of
the TUA signed by Cheniere Marketing to Chen iere Investments effective July 1, 2010.

Mr. Charif Souki  Cheniere Energy Partners, G.P., LLC   April 22, 2011  Page 3

 Item 15. Exhibits and Financial Statement Schedules

 (3) Exhibits, page 81

 Exhibit 32

6. Please ensure that the certif ications required by Item 601(b )(32) of Regulation S-K are
signed on the date of your fili ng.  In this regard, we note that your Form 10-K was filed
on March 3, 2011, but your certificat ions are dated March 1, 2011.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Milwood H obbs, Staff Accountant, at  (202) 551-3241 or, in his
absence, the undersigned at (202) 551-3377 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Christopher Chase, Staff Attorney, at
(202) 551-3485 with any other questions.
Sincerely,
   /s/ Andrew D. Mew
Andrew D. Mew  Accounting Branch Chief