SecProbe.io

May 20, 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 response dated Ma y 4, 2011 and have the following additional
comment.  In our comment, we may ask you to pr ovide 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

 Consolidated Financial Statements

 Consolidated Statements of Operations, page 51

1. We note your response to comment two in our  letter dated Apr il 22, 2011 regarding the
application of the two class method to earnings per unit calculations.  Please clarify for us
and in your disclosures if the common and th e subordinated units pa rticipate equally in
distribution amounts when a pplying the two class method. With a view to enhance
transparency, please disclose if  you allocate earnings or lo sses to IDR holders for the
purpose of the two class method EPU calculatio ns for each period presented in future
filings.

Mr. Charif Souki  Cheniere Energy Partners, G.P., LLC   May 20, 2011  Page 2

 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.

Sincerely,
   /s/ Andrew D. Mew
Andrew D. Mew  Accounting Branch Chief