SecProbe.io

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 CORRESP

 CHENIERE ENERGY PARTNERS, L.P.
 845 Texas Avenue, Suite 1250
 Houston, Texas 77002
 January 22, 2026 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, NE, Mail Stop 3561
 Washington, D.C. 20549 Attention: Anuja A. Majmudar

 Re:
 Registration Statement on Form S-4 (No. 333-291671) of Cheniere Energy Partners, L.P. Dear Mr. Levenberg:
 On behalf of Cheniere Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on January 26, 2026, or as soon thereafter as
practicable. [ Signature page follows ]

 Very truly yours,

 CHENIERE ENERGY PARTNERS, L.P.

 By:

 Cheniere Energy Partners GP, LLC, its general partner

 By:

 /s/ Zach Davis

 Zach Davis Executive Vice President and Chief
Financial Officer
 Signature Page to Acceleration Request

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1
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 CHENIERE ENERGY PARTNERS, L.P.

845 Texas Avenue, Suite 1250

Houston, Texas 77002

December 9, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE, Mail Stop 3561

 Washington, D.C. 20549

 Attention: Timothy S. Levenberg

Re:
 Registration Statement on Form S-4 (No. 333-283479) of Cheniere Energy Partners, L.P.

 Dear Mr. Levenberg:

On behalf of Cheniere Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests
that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on December 11, 2024, or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By: Cheniere Energy Partners GP, LLC, its general partner

By:

 /s/ Zach Davis

Zach Davis

 Executive Vice President and Chief Financial

Officer

 Signature Page to Acceleration Request

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 December 9, 2024

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P.

Registration Statement on Form S-4.

Ladies and Gentlemen:

 On November 26,
2024, Cheniere Energy Partners, L.P. (the “Issuer”) filed a Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the Securities Act of 1933, as
amended.

 The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the Issuer. Attached
is a letter from the Issuer indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated
(publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

 Please address any
comments or questions regarding this filing to George J. Vlahakos (713-495-4522) at Sidley Austin LLP.

Very truly yours,

/s/ George J. Vlahakos

George J. Vlahakos

 Enclosure

Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other
Sidley Austin partnerships.

 Cheniere Energy Partners, L.P.

845 Texas Avenue, Suite 1250

Houston, Texas 77002

December 9, 2024

 VIA EDGAR

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P. Exchange Offer.

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue registered 5.750% Senior Notes due 2034 (the “New Notes”) in exchange for its outstanding 5.750% Senior Notes due 2034
(the “Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on
November 26, 2024, and the related letter of transmittal, this letter confirms the following:

 (1) The Issuer is registering the
Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the no-action letters issued to: (i) Exxon Capital Holdings Corporation (available May 13, 1988); (ii) Morgan
Stanley & Co. Incorporated (available June 5, 1991); and (iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action Letters”).

(2) The Issuer has not entered into any arrangement or understanding with any person to distribute any of the New Notes to be issued pursuant
to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is not participating in,
and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act
of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act.
In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New Notes. In this regard, the
Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such person (i) could not
rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary resale for the
purpose of distributing New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

 Securities and Exchange Commission

December 9, 2024

 Page 2

 (3) A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired
for its own account as a result of market-making or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute New Notes, and the Issuer
(i) will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading
activities, and who receives New Notes in exchange for such Old Notes, pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in paragraph (2) above in connection with any resale of
the New Notes and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision stating that if the exchange offeree is a broker-dealer
holding Old Notes acquired for its own account as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes.
However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

(4) The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer will include a representation
to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes issued in the Exchange Offer.

[Signature page follows]

Sincerely,

CHENIERE ENERGY PARTNERS, L.P.

By:

Cheniere Energy Partners GP, LLC, its general partner

By:

 /S/ Zach Davis

Zach Davis

 Executive Vice President and Chief Financial Officer

 Signature Page to Exxon Capital Letter

December 3, 2024
Zach Davis
Executive Vice President and Chief Financial Officer
Cheniere Energy Partners, L.P.
845 Texas Avenue, Suite 1250
Houston, Texas 77002
Re:Cheniere Energy Partners, L.P.
Registration Statement on Form S-4
Filed November 26, 2024
File No. 333-283479
Dear Zach Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:George J. Vlahakos, Esq., of Sidley Austin LLP

CORRESP
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 CHENIERE ENERGY PARTNERS, L.P.

845 Texas Avenue, Suite 1250

Houston, Texas 77002

January 25, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE, Mail Stop 3561

 Washington, D.C. 20549

 Attention: Claudia Rios

Re:
 Registration Statement on Form S-4 (No. 333-276200) of Cheniere Energy Partners, L.P.

 Dear Ms. Rios:

On behalf of Cheniere Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests
that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on January 29, 2024, or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

 CHENIERE ENERGY PARTNERS, L.P.

By: Cheniere Energy Partners GP, LLC, its general partner

By:

 /s/ Zach Davis

 Zach Davis
Executive Vice President and Chief Financial

Officer

 Signature Page to Acceleration Request

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 January 25, 2024

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P.

Registration Statement on Form S-4.

Ladies and Gentlemen:

 On December 21,
2023, Cheniere Energy Partners, L.P. (the “Issuer”) initially filed a Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the Securities Act
of 1933, as amended.

 The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the
Issuer. Attached is a letter from the Issuer indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co.
Incorporated (publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

 Please
address any comments or questions regarding this filing to George J. Vlahakos (713-495-4522) at Sidley Austin LLP.

Very truly yours,

George J. Vlahakos

 Enclosure

 Sidley Austin (TX) LLP is
a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 Cheniere Energy Partners, L.P.

845 Texas Avenue, Suite 1250

Houston, Texas 77002

January 25, 2024

 VIA EDGAR

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P. Exchange Offer.

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue registered 5.950% Senior Notes due 2033 (the “New Notes”) in exchange for its outstanding 5.950% Senior Notes due 2033
(the “Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on
December 21, 2023, amended on January 18, 2024, and the related letter of transmittal, this letter confirms the following:

 (1)
The Issuer is registering the Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the no-action letters issued to: (i) Exxon Capital Holdings Corporation (available
May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991); and (iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action
Letters”).

 (2) The Issuer has not entered into any arrangement or understanding with any person to distribute any of the New Notes
to be issued pursuant to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is
not participating in, and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405
under the Securities Act of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption
under the Securities Act. In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New
Notes. In this regard, the Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such
person (i) could not rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must
comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary
resale for the purpose of distributing New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

 Securities and Exchange Commission

January 25, 2024

 Page 2

 (3) A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired
for its own account as a result of market-making or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute New Notes, and the Issuer
(i) will make each person participating in the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading
activities, and who receives New Notes in exchange for such Old Notes, pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of the New
Notes and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision stating that if the exchange offeree is a broker-dealer holding Old
Notes acquired for its own account as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes. However, by
so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

(4) The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer will include a representation
to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes issued in the Exchange Offer.

[Signature page follows]

Sincerely,

 CHENIERE ENERGY PARTNERS, L.P.

By: Cheniere Energy Partners GP, LLC, its general partner

By:

 /s/ Zach Davis

Zach Davis
Executive Vice President and Chief Financial Officer

 Signature Page to Exxon Capital Letter

United States securities and exchange commission logo
December 29, 2023
Jack Fusco
Chief Executive Officer
Cheniere Energy Partners, L.P.
845 Texas Avenue, Suite 1250
Houston, Texas 77002
Re:Cheniere Energy Partners, L.P.
Registration Statement on Form S-4
Filed December 21, 2023
File No. 333-276200
Dear Jack Fusco:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       George Vlahakos, Esq.

CORRESP
1
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 CHENIERE ENERGY PARTNERS, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

 June 1, 2022

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE, Mail Stop 3561

 Washington, D.C. 20549

Attention: Cheryl Brown

 Re:
    Registration Statement on Form S-4 (No. 333-265092) of Cheniere Energy Partners, L.P.

Dear Ms. Brown:

 On behalf of Cheniere Energy Partners,
L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-4 be
accelerated to 4:00 p.m., Washington, D.C. time, on June 3, 2022, or as soon thereafter as practicable.

 [Signature page
follows]

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

Cheniere Energy Partners GP, LLC, its general partner

By:

 /s/ Zach Davis

 Zach Davis
Executive Vice President and Chief Financial

Officer

 Signature Page to Acceleration Request

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA
STREET

 SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 June 1, 2022

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P.

 Registration Statement on Form S-4.

Ladies and Gentlemen:

 On May 20, 2022,
Cheniere Energy Partners, L.P. (the “Issuer”) filed a Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the Securities Act of 1933, as
amended.

 The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the Issuer. Attached
is a letter from the Issuer indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated
(publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

 Please address any
comments or questions regarding this filing to George J. Vlahakos (713-495-4522) at Sidley Austin LLP.

 Very truly yours,

 /s/ George J. Vlahakos

 George J. Vlahakos

 Enclosure

Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in
affiliation with other Sidley Austin partnerships.

 Cheniere Energy Partners, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

 June 1,
2022

 VIA EDGAR

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:         Cheniere Energy Partners, L.P. Exchange Offer.

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue registered 3.25% Senior Notes due 2032 (the “New Notes”) in exchange for its outstanding 3.25% Senior Notes due 2032 (the
“Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on May
20, 2022 and the related letter of transmittal, this letter confirms the following:

 (1)
        The Issuer is registering the Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the no-action letters issued to: (i) Exxon
Capital Holdings Corporation (available May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991); and (iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action Letters”).

 (2)         The Issuer has not
entered into any arrangement or understanding with any person to distribute any of the New Notes to be issued pursuant to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person
participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is not participating in, and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received
in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes
directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act. In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer
who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New Notes. In this regard, the Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the
Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such person (i) could not rely on the Staff position set forth in the No-Action Letters or
interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale
transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary resale for the purpose of distributing New Notes should be covered by an effective registration statement containing the selling
security holder information required by Item 507 of Regulation S-K.

 Securities and Exchange Commission

June 1, 2022

 Page 2

(3)        A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired
for its own account as a result of market-making or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute New Notes, and the Issuer
(i) will make each person participating in the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading
activities, and who receives New Notes in exchange for such Old Notes, pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of the New
Notes and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision stating that if the exchange offeree is a broker-dealer holding Old
Notes acquired for its own account as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes. However, by
so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

(4)        The transmittal letter to be executed by the exchange offeree in order to participate in
the Exchange Offer will include a representation to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes issued in the Exchange
Offer.

Sincerely,

CHENIERE ENERGY PARTNERS, L.P.

By:

Cheniere Energy Partners GP, LLC, its general partner

By:

 /s/ Zach Davis

 Zach Davis

 Executive Vice President
and Chief Financial Officer

United States securities and exchange commission logo
May 31, 2022
Zach Davis
Chief Financial Officer
Cheniere Energy Partners, L.P.
00 Milam Street, Suite 1900
Houston, TX 77002
Re:Cheniere Energy Partners, L.P.
Registration Statement on Form S-4
Filed May 20, 2022
File No. 333-265092
Dear Mr. Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Law Clerk, at (202) 551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       George J. Vlahakos, Esq.

CORRESP
1
filename1.htm

CORRESP

 CHENIERE ENERGY PARTNERS, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

October 25, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE, Mail Stop 3561

 Washington, D.C. 20549

 Attention: Liz Packebusch

Re:
 Registration Statement on Form S-4 (No. 333-260159) of Cheniere Energy Partners, L.P.

 Dear Ms. Packebusch:

On behalf of Cheniere Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on October 27, 2021, or as soon thereafter as practicable.

 [Signature page follows]

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By: Cheniere Energy Partners GP, LLC, its general partner

By:

 /s/ Zach Davis

Zach Davis

Senior Vice President and Chief Financial Officer

 Signature Page to Acceleration Request

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 October 25, 2021

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P.

Registration Statement on Form S-4.

Ladies and Gentlemen:

 On October 8, 2021,
Cheniere Energy Partners, L.P. (the “Issuer”) filed a Registration Statement on Form S-4 (as amended, the “Registration Statement”) in accordance with the Securities Act of
1933, as amended.

 The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the Issuer.
Attached is a letter from the Issuer indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co.
Incorporated (publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

 Please
address any comments or questions regarding this filing to George J. Vlahakos (713-495-4522) at Sidley Austin LLP.

Very truly yours,

/s/ George J. Vlahakos

George J. Vlahakos

 Enclosure

Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other
Sidley Austin partnerships.

 Cheniere Energy Partners, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

October 25, 2021

 VIA EDGAR

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P. Exchange Offer.

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue registered 4.000% Senior Notes due 2031 (the “New Notes”) in exchange for its outstanding 4.000% Senior Notes due 2031
(the “Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement on Form S-4 initially filed with the Securities and Exchange Commission (the
“SEC”) on October 8, 2021 and the related letter of transmittal, this letter confirms the following:

 (1) The Issuer is
registering the Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the no-action letters issued to: (i) Exxon Capital Holdings Corporation (available May 13, 1988);
(ii) Morgan Stanley & Co. Incorporated (available June 5, 1991); and (iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action Letters”).

(2) The Issuer has not entered into any arrangement or understanding with any person to distribute any of the New Notes to be issued pursuant
to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is not participating in,
and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act
of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act.
In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New Notes. In this regard, the
Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such person (i) could not
rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary resale for the
purpose of distributing New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

 Securities and Exchange Commission

October 25, 2021

 Page 2

(3) A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making
or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute New Notes, and the Issuer (i) will make each person participating in
the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading activities, and who receives New Notes in exchange for
such Old Notes, pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of the New Notes and (ii) will include in the transmittal
letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision stating that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of
market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes. However, by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 (4) The
transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer will include a representation to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and
does not intend to engage in, a distribution of New Notes issued in the Exchange Offer.

Sincerely,

CHENIERE ENERGY PARTNERS, L.P.

By: Cheniere Energy Partners GP, LLC, its general partner

By:

 /s/ Zach Davis

Zach Davis

Senior Vice President and Chief Financial Officer

United States securities and exchange commission logo
October 18, 2021
Zach Davis
Senior Vice President and Chief Financial Officer
Cheniere Energy Partners, L.P.
700 Milam Street, Suite 1900
Houston, TX 77002
Re:Cheniere Energy Partners, L.P.
Registration Statement on Form S-4
Filed October 8, 2021
File No. 333-260159
Dear Mr. Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       George Vlahakos

CORRESP
1
filename1.htm

CORRESP

 CHENIERE ENERGY PARTNERS, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

 May 27,
2020

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE, Mail Stop 3561 Washington, D.C. 20549

 Attention: Anuja A. Majmudar

Re:
 Registration Statement on Form S-4 (No. 333-238272) of Cheniere Energy Partners, L.P.

 Dear Ms. Majmudar:

On behalf of Cheniere Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on May 29, 2020, or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

Cheniere Energy Partners GP, LLC,

its general partner

By:

 /s/ Michael J. Wortley

Michael J. Wortley

Executive Vice President and Chief Financial Officer

 Signature Page to Acceleration Request

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

AMERICA • ASIA PACIFIC • EUROPE

 May 27, 2020

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P.

Registration Statement on Form S-4.

Ladies and Gentlemen:

 On May 14, 2020,
Cheniere Energy Partners, L.P. (the “Issuer”) filed a Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the Securities Act of 1933, as
amended.

 The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the Issuer. Attached
is a letter from the Issuer indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated
(publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

 Please address any
comments or questions regarding this filing to George J. Vlahakos (713-495-4522) at Sidley Austin LLP.

Very truly yours,

/s/ George J. Vlahakos

George J. Vlahakos

 Enclosure

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.

 Cheniere Energy Partners, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

 May 27,
2020

 VIA EDGAR

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P. Exchange Offer.

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue registered 4.500% Senior Notes due 2029 (the “New Notes”) in exchange for its outstanding 4.500% Senior Notes due 2029
(the “Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on
May 14, 2020 and the related letter of transmittal, this letter confirms the following:

 (1) The Issuer is registering the
Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the no-action letters issued to: (i) Exxon Capital Holdings Corporation (available May 13, 1988);
(ii) Morgan Stanley & Co. Incorporated (available June 5, 1991); and (iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action
Letters”).

 (2) The Issuer has not entered into any arrangement or understanding with any person to distribute any of the New Notes
to be issued pursuant to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is
not participating in, and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405
under the Securities Act of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption
under the Securities Act. In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New
Notes. In this regard, the Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such
person (i) could not rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must
comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary
resale for the purpose of distributing New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

(3) A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making
or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute New Notes, and the Issuer (i) will make each person participating in
the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading activities, and who receives New Notes in exchange for
such Old Notes, pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in

 Securities and Exchange Commission

May 27, 2020

 Page 2

connection with any resale of the New Notes and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the
Exchange Offer a provision stating that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of New Notes. However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of
the Securities Act.

 (4) The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer will
include a representation to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes issued in the Exchange Offer.

Sincerely,

CHENIERE ENERGY PARTNERS, L.P.

By:

Cheniere Energy Partners GP, LLC,

its general partner

By:

/s/ Michael J. Wortley

Michael J. Wortley

Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
May 21, 2020
Michael J. Wortley
Executive Vice President and Chief Financial Officer
Cheniere Energy Partners, L.P.
700 Milam Street, Suite 1900
Houston, TX 77002
Re:Cheniere Energy Partners, L.P.
Registration Statement on Form S-4
Filed May 14, 2020
File No. 333-238272
Dear Mr. Wortley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       George Vlahakos

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA
STREET

 SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA  •  ASIA
PACIFIC  •  EUROPE

 June 25, 2019

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy Partners, L.P.

 Registration Statement on Form S-4.

Ladies and Gentlemen:

 On May 14, 2019,
Cheniere Energy Partners, L.P. (the “Issuer”) filed a Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the Securities Act of 1933, as amended.

The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the Issuer. Attached is a letter
from the Issuer indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated (publicly
available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

 Please address any comments or
questions regarding this filing to George J. Vlahakos (713-495-4522) at Sidley Austin LLP.

Very truly yours,

/s/ George J. Vlahakos

George J. Vlahakos

 Enclosure

 Sidley Austin LLP is a
limited liability partnership practicing in affiliation with other Sidley Austin partnerships.

 Cheniere Energy Partners, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

June 25, 2019

 VIA EDGAR

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cheniere Energy
Partners, L.P. Exchange Offer.

 Ladies and Gentlemen:

In connection with the offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue
registered 5.625% Senior Notes due 2026 (the “New Notes”) in exchange for its outstanding 5.625% Senior Notes due 2026 (the “Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement
on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2019 and the related letter of transmittal, this letter confirms the following:

(1)    The Issuer is registering the Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the
no-action letters issued to: (i) Exxon Capital Holdings Corporation (available May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991); and
(iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action Letters”).

(2) The Issuer has not entered into any arrangement or understanding with any person to distribute any of the New Notes to be issued pursuant
to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is not participating in,
and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act
of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act.
In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New Notes. In this regard, the
Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such person (i) could not
rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary resale for the
purpose of distributing New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

(3)    A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired for its own account as a
result of market-making or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute New Notes, and the Issuer (i) will make each
person participating in the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading activities, and who receives New
Notes in exchange for such Old Notes, pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of the New Notes and (ii) will include
in the transmittal letter or similar documentation to

 Securities and Exchange Commission

June 25, 2019

 Page 2

be executed by an exchange offeree in order to participate in the Exchange Offer a provision stating that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account
as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes. However, by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

(4)    The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer will
include a representation to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes issued in the Exchange Offer.

 Sincerely,

 CHENIERE ENERGY PARTNERS, L.P.

By:

Cheniere Energy Partners GP, LLC,

 its general partner

 By:

 /s/ Michael J. Wortley

 Name:

 Michael J. Wortley

 Title:

 Executive Vice President and Chief

 Financial Officer

CORRESP
1
filename1.htm

CORRESP

 CHENIERE ENERGY PARTNERS, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

June 25, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE, Mail Stop 3561

Washington, D.C. 20549

 Attention: Scott M. Anderegg

Re:
 Registration Statement on Form S-4 (No. 333-231465) of Cheniere Energy Partners, L.P.

 Dear Mr. Anderegg:

On behalf of Cheniere Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the
undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on June 28, 2019, or as soon thereafter
as practicable.

 [Signature page follows]

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

Cheniere Energy Partners GP, LLC,

its general partner

By:

 /s/ Michael J. Wortley

Name:

Michael J. Wortley

Title:

Executive Vice President and

Chief Financial Officer

 Signature page to
Acceleration Request

May 21, 2019
Jack A. Fusco
President and Chief Executive Officer
Cheniere Energy Partners, L.P.
700 Milam Street, Suite 1900
Houston, Texas 77002
Re:Cheniere Energy Partners, L.P.
Registration Statement on Form S-4
Filed May 14, 2019
File No. 333-231465
Dear Mr. Fusco:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scot M. Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 6000

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 June 25, 2018

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Cheniere Energy Partners, L.P.

Registration Statement on Form S-4.

 Ladies and Gentlemen:

On June 15, 2018, Cheniere Energy Partners, L.P. (the “Issuer”) filed a Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the Securities Act of 1933, as amended.

The securities covered by the Registration Statement will be issued in an exchange offer to be conducted by the Issuer. Attached is a letter
from the Issuer indicating its reliance on the no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated (publicly
available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

 Please address any comments or
questions regarding this filing to George J. Vlahakos (713-495-4522) at Sidley Austin LLP.

Very truly yours,

/s/ George J. Vlahakos

George J. Vlahakos

 Enclosure

 Sidley Austin LLP is a
limited liability partnership practicing in affiliation with other Sidley Austin partnerships.

 Cheniere Energy Partners, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

June 25, 2018

 VIA EDGAR

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
Cheniere Energy Partners, L.P. Exchange Offer.

 Ladies and Gentlemen:

In connection with the offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue
registered 5.250% Senior Notes due 2025 (the “New Notes”) in exchange for its outstanding 5.250% Senior Notes due 2025 (the “Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement
on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2018 and the related letter of transmittal, this letter confirms the following:

(1) The Issuer is registering the Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the no-action letters issued to: (i) Exxon Capital Holdings Corporation (available May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991) and
(iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action Letters”).

(2) The Issuer has not entered into any arrangement or understanding with any person to distribute any of the New Notes to be issued pursuant
to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is not participating in,
and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act
of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act.
In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New Notes. In this regard, the
Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such person (i) could not
rely on the Staff position set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary resale for the
purpose of distributing New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

(3) A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making
or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute New Notes, and the Issuer (i) will make each person participating in
the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading activities, and who receives New Notes in exchange for
such Old Notes, pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of the New Notes and (ii) will include in the transmittal
letter or similar documentation to

 Securities and Exchange Commission

June 25, 2018

 Page 2

be executed by an exchange offeree in order to participate in the Exchange Offer a provision stating that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account
as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes. However, by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

(4) The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer will include a representation
to the effect that by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes issued in the Exchange Offer.

 Sincerely,

CHENIERE ENERGY PARTNERS, L.P.

By:

 Cheniere Energy Partners GP, LLC,

 its general
partner

By:

/s/ Michael J. Wortley

Name:

Michael J. Wortley

Title:

Executive Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 CHENIERE ENERGY PARTNERS, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

June 25, 2018

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE, Mail Stop 3561

Washington, D.C. 20549

 Attention: Ms. Mara L. Ransom,
Assistant Director

Re:
Registration Statement on Form S-4 (No. 333-225684) of Cheniere Energy

Partners, L.P.

 Dear Ms. Ransom:

On behalf of Cheniere Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned
hereby requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on June 28, 2018, or as soon thereafter as
practicable.

 [Signature page follows]

 Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

 Cheniere Energy Partners GP, LLC,

its general partner

By:

/s/ Michael J. Wortley

Name:

Michael J. Wortley

Title:

Executive Vice President and Chief Financial Officer

 Signature page to Acceleration Request

Mail Stop 3561
June 19 , 2018

Michael J. Wortley
Executive Vice President and Chief Financial Officer
Cheniere Energy Partners, L.P.
700 Milam Street, Suite 1900
Houston, Texas 77002

Re: Cheniere Energy Partners, L.P.
Registration Statement on Form S -4
Filed June 15, 2018
  File No.  333-225684

Dear M r. Fusco :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact  Scott Anderegg, Attorney -Advisor, at (202) 551 -3342  with any questions.

Sincerely,

 /s/ Mara L. R ansom

Mara Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 CHENIERE ENERGY PARTNERS, L.P.

700 Milam Street, Suite 1900

Houston, Texas 77002

September 5, 2017

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE, Mail Stop 4628

 Washington, D.C. 20549

 Attention: Ms. Mara L.
Ransom, Assistant Director

Re:
Registration Statement on Form S-3 (No. 333-220017) of Cheniere Energy Partners, L.P.

Dear Ms. Ransom:

 On behalf of Cheniere
Energy Partners, L.P., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form
S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on September 7, 2017, or as soon thereafter as practicable.

[Signature page follows]

 Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

 Cheniere Energy Partners GP, LLC,

its general partner

By:

/s/ Michael J. Wortley

Name:

Michael J. Wortley

Title:

Executive Vice President and Chief Financial Officer

Mail Stop 3561
August 23, 2017

Michael J. Wortley
Executive Vice President and
Chief Financial Officer
Cheniere Energy Partners GP, LLC
700 Milam Street, Suite 1900
Houston, Texas 77002

Re: Cheniere Energy Partners, L.P.
  Registration Statement on Form S-3
Filed  August 17, 2017
  File No.  333-220017

Dear Mr. Wortley :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Katherine Bagley  at 202-551-2545  with any questions.

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561

January 30 , 2017

Michael J. Wortley
Chief  Financial Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, TX 77002

Re: Cheniere Energy, Inc.
  Cheniere Energy Partners LP Holdings, LLC
  Cheniere Energy Partners, L.P.
  Sabine Pass Liquefaction LLC
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 19, 2016
File No s. 1-16383, 1 -33366, 1 -36234  and 333-192373

Dear Mr. Wortley :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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		Document

 Cheniere Energy, Inc.

700 Milam Street, Suite 1900

Houston, TX 77002

Tel: (713) 375-5000

Fax: (713) 375-6000

January 20, 2017

VIA EDGAR AND HAND DELIVERY

Mr. William H. Thompson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Cheniere Energy, Inc.

 Cheniere Energy Partners LP Holdings, LLC

 Cheniere Energy Partners, L.P.

 Sabine Pass Liquefaction, LLC

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Form 10-Q for the Quarterly Period Ended September 30, 2016

 Filed February 19, 2016 and November 3, 2016

 Forms 8-K filed January 15, 2016 and February 24, 2016

 File Nos. 1-16383, 1-36234, 1-33366, and 333-192373

Dear Mr. Thompson:

Set forth below are the responses of Cheniere Energy, Inc., a Delaware corporation (the “Company”, “we” or “our”), to the 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 18, 2017, with respect to Form 10-K for the Fiscal Year Ended December 31, 2015 filed February 19, 2016 (the “10-K”) and Form 10-Q for the Quarterly Period Ended September 30, 2016 filed November 3, 2016 (the “10-Q”). For the Staff’s convenience, each of our responses is preceded by the exact text of the Staff’s corresponding comment in bold, italicized text.  Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the 10-K or 10-Q.

Form 10-K for Fiscal year Ended December 31, 2015

Cheniere Energy, Inc.

Summary of Critical Accounting Estimates

Goodwill, page 56

1.

 We read your response to comment 1. In future filings please disclose the percentage by which fair value exceeded carrying value as of the date of the most recent test or state that fair value substantially exceeds carrying value.

Response:  In future filings, the Company will disclose in its summary of critical accounting estimates either the percentage by which the estimated fair value of the Company’s LNG terminal reporting unit exceeded its carrying value as of the most recent fair value calculation date or that the fair value of the Company’s LNG terminal reporting unit substantially exceeds its carrying value as applicable.

1

Consolidated Statements of Cash Flows, page 68

2.

 We read your response to comment 3. Please reconcile for us the difference in share-based compensation recorded in the consolidated statements of stockholders’ equity and amounts disclosed in the statement of cash flows for fiscal year 2015 and the 9 months ended September 30, 2016. We note the amounts of compensation capitalized for respective periods. In this regard please explain the difference between total share-based compensation disclosed in the notes to your financial statements and amounts recorded in the consolidated statements of stockholders’ equity.

Response:  The Company’s share-based compensation to employees and non-employee directors is derived from both equity- and liability-classified awards which are accounted for pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation.

Share-based compensation, as disclosed in the consolidated statements of cash flows for the year ended December 31, 2015 and the nine months ended September 30, 2016, reflects share-based compensation expense for both equity- and liability awards and excludes capitalized compensation amounts. In future filings, we will clearly specify that share-based compensation reported in the consolidated statements of cash flows reflects share-based compensation expense rather than total share-based compensation costs including capitalized compensation.

Pursuant to FASB ASC 230-10-45-18, Statement of Cash Flows, we present share-based compensation expense as an item reconciling net loss to net cash used in operating activities when applying the indirect method for presenting the consolidated statement of cash flows. We subsequently present the effects of deferral of past operating cash payments associated with liability awards as a change in operating assets and liabilities in determining net cash used in operating activities. Capitalized share-based compensation costs, to the degree settled in cash, are presented as part of net cash used in investing activities, and otherwise assessed for disclosure of material noncash investing activities pursuant to FASB ASC 230-10-50-3.

The consolidated statements of stockholders’ equity disclose share-based compensation associated with equity awards, including compensation capitalized, given recognition of compensation costs in stockholders’ equity.

A reconciliation of disclosed amounts is summarized below (in millions):

 Year Ended December 31,

 Nine Months Ended September 30,

 Financial statement location

 2015

 2016

Total share-based compensation

Liability awards

 $

 105.7

 $

 61.1

Equity awards

 Statements of Stockholders’ Equity

 89.6

 36.5

Subtotal

 Notes

 195.3

 97.6

Capitalized share-based compensation

 Notes

 (22.9

 )

 (12.5

 )

Total share-based compensation expense (1)

 Notes/Statements of Cash Flows

 $

 172.4

 $

 85.1

(1)

 As described in our response letter dated January 10, 2017, amounts disclosed in the consolidated statements of cash flows for the year ended December 31, 2015 exclude cash-settled liability awards recognized as share-based compensation expense.

Pursuant to disclosure requirements described in ASC 718-10-50-1 and -50-2, our consolidated financial statements separately disclose the grant of equity and liability instruments under multiple share-based payment arrangements to assist in understanding the Company’s use of share-based compensation.

2

Cheniere Energy, Inc.

Form 10-Q for the Quarterly Period Ended September 30, 2016

3.

 We read your response to comment 9. It appears the impairment charge for the nine months ended September 30, 2016 was quantitatively material to income (loss) from operations and represented an unusual or infrequent event or transaction that materially affected the amount of reported income from continuing operations. As such, you should discuss the nature of the impairment charge and the facts and circumstances that resulted in your conclusion to record the amount in management’s discussion and analysis of financial condition and results of operations in future filings. Refer to Item 303(a)(3) of Regulation S-K.

Response:  In future filings, the Company will disclose the nature of the impairment charge and the facts and circumstances that resulted in its conclusion to record the amount pursuant to Item 303(a)(3) of Regulation S-K. We will add language similar to the below to management’s discussion and analysis of financial condition and results of operations:

The impairment expense recognized during the year ended December 31, 2016 related to a corporate airplane that was written down to fair value based on market-based appraisals, and ultimately sold by the end of the year. The impairment was recognized due to the potential disposition of the airplane in connection with the Company having initiated organizational changes and the associated operational focus to implement a strategy for sustainable, long-term stockholder value creation through financially disciplined investment.

Very truly yours,

/s/ Michael J. Wortley

Michael J. Wortley

Executive Vice President and Chief Financial Officer

Cheniere Energy, Inc.

cc:

 Sean Markowitz, Cheniere Energy, Inc.

 George J. Vlahakos, Andrews Kurth Kenyon LLP

 Meredith S. Mouer, Andrews Kurth Kenyon LLP

3

Mail Stop 3561

January 18 , 2017

Michael J. Wortley
Chief  Financial Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, TX 77002

Re: Cheniere Energy, Inc.
  Cheniere Energy Partners LP Holdings, LLC
  Cheniere Energy Partners, L.P.
  Sabine Pass Liquefaction LLC
 Form 10-K for the Fiscal Year Ended December 31, 2015
Form 10 -Q or the Quarterly Period Ended September 30, 2016
Filed February 19, 2016  and November 3, 2016
File Nos. 1-16383, 1 -33366, 1 -36234  and 333-192373

Dear Mr. Wortley :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal year Ended December 31, 2015

Cheniere Energy Inc.

Goodwill, page 56

1. We read your response to comment 1.  In future filings please disclose the percentage by
which fair value exceeded carrying value as of the date of the most recent test or state
that fair value substantially exceeds carrying value.

Michael J. Wortley
Cheniere Energy, Inc.
January 18 , 2017
Page 2

 Consolidated Statements of Cash Flows , page 6 8

2. We read your response to comme nt 3.  Please reconcile for us the difference in share -
based compensation recorded in the consolidated statements of stockholders’ equity and
amounts disclosed in the statement of cash flows for fiscal year  2015 and the 9 months
ended September 30, 2016.  We note the amounts of compensation capitalized for the
respective periods.  In this regard please explain the difference between total share -based
compensation disclosed in the notes to your financial stat ements and the amounts
recorded in the consolidated statements of stockholders’ equity.

Cheniere Energy Inc.

Form 10 -Q for the Quarter ly Period Ended September 30, 2016

3. We read your response to comment 9.  It appears the impairment charge for the nine
months ended September 30, 2016 was quantitatively material to income (loss) from
operations and represented an unusual or infrequent event or transaction that materially
affected the amount of reported income from continuing operations.  As such, you shoul d
discuss the nature of the impairment charge and the facts and circumstances that resulted
in your conclusion to record the amount in management’s discussion and analysis of
financial condition and results of operations in future filings.  Refer to Item 3 03(a)(3) of
Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Tony Watso n, Accountant, at (202) 551 -3318 or Donna Di Silvio ,
Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  You may contact me at (202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

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		Document

 Cheniere Energy, Inc.

700 Milam Street, Suite 1900

Houston, TX 77002

Tel: (713) 375-5000

Fax: (713) 375-6000

January 10, 2017

VIA EDGAR AND HAND DELIVERY

Mr. William H. Thompson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Cheniere Energy, Inc.

 Cheniere Energy Partners LP Holdings, LLC

 Cheniere Energy Partners, L.P.

 Sabine Pass Liquefaction, LLC

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Form 10-Q for the Quarterly Period Ended September 30, 2016

 Filed February 19, 2016 and November 3, 2016

 Forms 8-K filed January 15, 2016 and February 24, 2016

 File Nos. 1-16383, 1-36234, 1-33366, and 333-192373

Dear Mr. Thompson:

Set forth below are the responses of Cheniere Energy, Inc., a Delaware corporation, Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company, Cheniere Energy Partners, L.P., a Delaware limited partnership, and Sabine Pass Liquefaction, LLC, a Delaware limited liability company, (collectively, “we”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 15, 2016, with respect to Form 10-K for the Fiscal Year Ended December 31, 2015 filed February 19, 2016 (the “10-K”), Form 10-Q for the Quarterly Period Ended September 30, 2016 filed November 3, 2016 (the “10-Q”), and Forms 8-K filed January 15, 2016 and February 24, 2016 (the “8-Ks”) (File Nos. 1-16383, 1-36234, 1-33366, and 333-192373). For the Staff’s convenience, each of our responses is preceded by the exact text of the Staff’s corresponding comment in bold, italicized text.  Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the 10-K, 10-Q or 8-Ks.

Form 10-K for Fiscal year Ended December 31, 2015

Cheniere Energy, Inc.

Summary of Critical Accounting Estimates

Goodwill, page 56

1.

 Please clarify if you performed a quantitative analysis of goodwill impairment for fiscal 2015.  If so, please disclose the percentage by which fair value exceeded carrying value as of the date of the most recent test.

Response:  Cheniere Energy, Inc. and its management team (the “Company”) acknowledges the Staff's comment and respectfully advises the Staff that it utilized the qualitative evaluation allowed by Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment, as codified in FASB Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other - Goodwill, in evaluating whether it was more likely than not that the fair value of the reporting unit to which goodwill relates was less than its carrying amount as of October 1, 2015.

The Company has utilized the qualitative approach to assess its goodwill since October 2011. The percentage by which the reporting unit’s fair value exceeded its carrying value as of the most recent fair value calculation date was 23 percent.

The Company advises the Staff that its qualitative analysis at October 1, 2015 took into consideration the factors discussed in FASB ASC 350-20-35-3(c), in addition to other factors it deemed relevant in concluding it was not more likely than not that the fair value of the relevant reporting unit was less than its carrying value, and therefore, the first and second steps of the goodwill impairment test were not necessary.

Recognized goodwill is associated with the Company’s LNG terminal reporting unit whose business activities are principally comprised of development, construction and operation of liquefaction projects. The Company is currently developing and constructing natural gas liquefaction and export terminals in Louisiana and Texas. Each terminal includes a number of planned liquefaction trains (“Trains”), which convert natural gas into liquefied natural gas (“LNG”) so that it can be transported more economically across long distances. While the Company acknowledged the impact of falling oil and natural gas prices and other macroeconomic factors in the performance of its qualitative goodwill impairment assessment, approximately 87 percent of the expected aggregate nominal production capacity across the seven Trains under construction has been sold under long-term 20-year sale and purchase agreements (“SPAs”), equating to approximately $4.3 billion annually in fixed fees. Having such a significant portion of the expected aggregate nominal production capacity sold under long-term contracts with a portion of the LNG contract sales price based on a fixed fee substantially limits the Company’s exposure to fluctuating commodity prices. Under the SPAs, LNG pricing includes two components—(1) 115 percent of the NYMEX Henry Hub index for the month in which a cargo is scheduled plus (2) a fixed fee. The Company will purchase natural gas based on the applicable Henry Hub price and sell the LNG to the customer priced on the same index plus a fee. This fee covers the Company’s costs and shareholders’ return. The Company expects to generate a significant amount of predictable, stable cash flows annually, over the lives of the contracts, as the fixed fees are required to be paid even if customers elect to cancel or suspend deliveries of LNG cargoes. It is in contemplation of this fee structure, and other relevant factors considered pursuant to FASB ASC 350-20-35-3(c) or otherwise, that the Company concluded it was not more likely than not that the fair value of the LNG terminal reporting unit was less than its carrying value.

Consolidated Balance Sheets, page 64

2.

 Please tell us why your issued and outstanding share amounts are the same even though you have shares held in the treasury.

Response:  The Company concurs with the Staff’s assertion that outstanding shares are limited to any authorized shares held by or sold to the Company’s shareholders, exclusive of treasury stock held by the Company. The Company’s disclosure of 235.6 million shares of common stock issued and outstanding at December 31, 2015, does not purport to represent total shares of common stock issued. Instead, the Company has disclosed those shares which are both issued and outstanding. The number of shares of common stock issued would include those which are outstanding as well as those held in treasury.

The Company acknowledges its requirement, pursuant to Rule 5-02.29 of Regulation S-X, to disclose “the number of shares issued or outstanding, as appropriate (see § 210.4-07), and the dollar amount thereof.” In order to clarify the disclosure, the Company will revise its disclosure of the number of shares of common stock issued to reflect the total amount of issued shares in future filings.

Consolidated Statements of Cash Flows, page 68

3.

 We note total share-based compensation stated in Note -13 Share-Based Compensation, does not agree to amounts disclosed in the statement of cash flows for fiscal year 2015.  Please advise or revise.

Response:  The Company acknowledges the Staff’s comment. The Company’s share-based compensation is comprised of awards classified as either equity- or liability awards which are accounted for pursuant to FASB ASC 718, Compensation - Stock Compensation, for equity-based payments to employees. While Note 13 to the Company’s consolidated financial statements reflects share-based compensation for all such awards regardless of classification, share-based compensation reported within the Consolidated Statements of Cash Flows excludes from its scope settlements of cash-settled liability awards recognized as share-based compensation expense which amounted to approximately $4.2 million for the year ended December 31, 2015. There were no cash-settled liability awards for the years ended December 31, 2014 and 2013. This presentation had no impact on net cash used in operating activities.

FASB ASC 230-10-45-18, Statement of Cash Flows, notes that entities shall determine and report cash flows from operating activities by adjusting net income of a business entity to remove both (a) the effects of all deferrals of past operating cash receipts and payments and (b) all items that are included in net income that do not affect net cash provided from, or used for, operating activities. Given the absence of a prescribed reporting format, the Company believes entities have latitude in how they present an indirect method reconciliation. However, given the Company’s Consolidated Statements of Cash Flows separately reconcile net loss to net cash used in operating activities by removing all items which do not affect net cash, the Company respectfully believes its exclusion of cash-settled award information from the reconciliation between net loss and net cash used in operating activities complies with the requirements described in FASB ASC 230-10-45-18 in removing only the effects of non-cash share-based compensation activity.

In order to increase transparency of total share-based compensation, the Company revised its Consolidated Statements of Cash Flows presentation of total share-based compensation in quarterly reporting on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, including comparative periods, such that amounts agree between statements and footnotes, and will revise the comparative period(s) in reporting as of and for the year ended December 31, 2016.

The Company concluded the comparative period adjustments were not material for additional disclosure in quarterly reporting on Form 10-Q pursuant to materiality analysis prescribed by Staff Accounting Bulletin (“SAB”) Topic 1.M, Materiality, as codified in FASB ASC 250-10-S55 and -10-S99, Accounting Changes and Error Corrections.

4.

 Please tell us the nature of the other, net and other line items included in net cash used in operating activities and investing activities.  Also, tell us your consideration of separately presenting material amounts include in those line items.

Response:  The Company acknowledges the Staff’s request for additional information regarding other line items included in net cash used in operating and investing activities. Provided below is a summary of reported balances for ease of reference (in U.S. dollar thousands):

 Year Ended December 31,

 2015

 2014

 2013

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities - Other (1)

 $

 959

 $

 15,914

 $

 (2,631

 )

Changes in operating assets and liabilities - Other, net (2)

 39,980

 1,977

 (10,212

 )

Cash flows from investing activities

Other (3)

 (131,128

 )

 (66,862

 )

 (33,667

 )

(1)

 Other adjustments to reconcile net loss to net cash used in operating activities primarily consists of disposal costs associated with long-lived assets to be abandoned which were not a component of the Company’s liquefaction businesses and undistributed equity in losses or earnings associated with unconsolidated entities.

(2)

 Other, net, adjustments included in the reconciliation of changes in operating assets and liabilities in the reconciliation of cash used in operating activities primarily consist of accrued interest expense, net of amounts capitalized, on convertible debt instruments which are payable in kind, and cash received from the lessors that are accounted for as lease incentives, offset by reductions in other current assets associated with operating activities, including prepaid expenses and margin deposits. Disclosure surrounding interest costs and cash paid during the year(s) for interest are disclosed separately in the consolidated financial statements.

(3)

 Other cash flows from investing activities is primarily comprised of non-current asset advances made to municipalities for enhancements to water system asset infrastructure and other parties for road and pipeline infrastructure, as well as investments in or loans to unconsolidated entities.

The above presentation reflects the requirements described in FASB ASC 230.

In contemplation of the need to disaggregate this information for a financial statement user, the Company considered the usefulness of such information to a financial statement user, including quantitative and qualitative criteria prescribed by SAB Topic 1.M, as codified in FASB ASC 250-10-S55 and -10-S99.

Components of adjustments to reconcile net loss to net cash used in operating activities - other, and other, net, included in the reconciliation of net cash used in operating activities, represent no more than 8.3 percent of gross cash, cash equivalents and restricted cash1 used in operating activities during the comparative periods presented in the consolidated financial statements, and no single component represents more than five percent2 of gross cash, cash equivalents and restricted cash1 used in operating activities.

Other cash flows used in investing activities represents approximately one to two percent of gross cash, cash equivalents and restricted cash1 used in investing activities during the comparative periods presented in the consolidated financial statements. No single component represents more than five percent2 of gross cash, cash equivalents and restricted cash1 used in investing activities. Such cash flow or reconciling activities are not a principal source of cash flow activity of the Company and related balances are described in other disclosure in the consolidated financial statements. Accordingly, the Company does not believe it is probable that the judgment of a reasonable investor relying upon the consolidated financial statements would have been changed or influenced by additional disaggregation of the cash flow amounts. On this basis, the Company concluded cash flow or reconciling activity was not material for additional disaggregation.

Note 5 - Property, Plant and Equipment, page 78

5.

 Please disclose actual depreciation expense for each year presented.  Refer to ASC 360-10-50-1.  Also, please explain why the changes in the accumulated depreciation accounts from December 31, 2014 to December 31, 2015 do not equal the amount of depreciation and amortization disclosed on the statements of operations and cash flows.

Response:  The Company acknowledges the Staff’s request to reconcile depreciation and amortization between the Consolidated Statements of Cash Flows and Operations and the change in accumulated depreciation included in Note 5 to the consolidated financial statements, as well as the requirement to separately disclose actual depreciation expense for each year presented.

1 Consistent with the basis for which FASB ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, the Company believes a primary objective of the Consolidated Statements of Cash Flows is to provide relevant information about the sources and uses of the Company’s cash during a period and, therefore, it is most meaningful to consider the ultimate cash inflows and outflows of the Company, irrespective of whether those cash flows are to or from restricted cash accounts. Consequently, the Company’s assessment of materiality applied herein considers gross cash, cash equivalents and restricted cash. The Company intends to early adopt FASB ASU No. 2016-18 in reporting for the year ended December 31, 2016.

2 Contemplation of five percent considers balance sheet presentation requirements with other assets and liabilities outlined in Rule 5-02 of Regulation S-X which generally give rise to Consolidated Statements of Cash Flows activity. However, the Company’s assessment of materiality considers this as one of multiple inputs in assessing materiality.

Provided below is a reconciliation between reported depreciation and amortization included in the Consolidated Statements of Cash Flows and Operations and the change in ac

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 Andrews Kurth Kenyon LLP

 600
Travis, Suite 4200

 Houston, Texas 77002

 +1.713.220.4200
Phone

 +1.713.220.4285 Fax

 andrewskurth.com

 December 21, 2016

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Mr. William H. Thompson

Re:
Cheniere Energy, Inc.

Cheniere Energy Partners LP Holdings, LLC

Cheniere Energy Partners, L.P.

Sabine Pass Liquefaction, LLC

Form 10-K for the Fiscal Year Ended December 31, 2015

Form 10-Q for the Quarterly Period Ended September 30, 2016

Filed February 19, 2016 and November 3, 2016

Forms 8-K filed January 15, 2016 and February 24, 2016

File Nos. 1-16383, 1-36234, 1-33366, and 333-192373

 Ladies and Gentlemen:

As counsel to Cheniere Energy, Inc., Cheniere Energy Partners LP Holdings, LLC, Cheniere Energy Partners, L.P. and Sabine Pass Liquefaction, LLC
(collectively, “Cheniere”), we confirm that Cheniere is in receipt of your comment letter dated December 15, 2016 (the “Comment Letter”) regarding Cheniere’s Form 10-K filed February 19, 2016, Form
10-Q filed November 3, 2016 and Forms 8-K filed January 15, 2016 and February 24, 2016. As discussed with Mr. Thompson, Cheniere respectfully requests additional time to respond to the
Comment Letter and intends to provide a response no later than January 19, 2017. Should you have any questions regarding this request, please do not hesitate to contact me at 713.220.4351. Thank you very much for your courtesy and cooperation
in this matter.

Very truly yours,

/s/ George J. Vlahakos

 George J. Vlahakos

 Andrews Kurth Kenyon
LLP

 cc: Sean Markowitz, Cheniere Energy, Inc.

Austin Beijing Dallas Dubai Houston London New York Research Triangle Park Silicone Valley The Woodlands Washington, DC

Mail Stop 3561

December 15 , 2016

Michael J. Wortley
Chief  Financial Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, TX 77002

Re: Cheniere Energy, Inc.
  Cheniere Energy Partners LP Holdings, LLC
  Cheniere Energy Partners, L.P.
  Sabine Pass Liquefaction , LLC
 Form 10-K for the Fiscal Year Ended December 31, 2015
Form 10 -Q for the Quarterly Period Ended September 30, 2016
Filed February 19, 2016  and November 3, 2016
Forms 8 -K filed January 15, 2016 and February 24, 2016
File No s. 1-16383, 1-36234 , 1-33366, and 333-192373

Dear Mr. Wortley :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal year Ended December 31, 2015

Cheniere Energy , Inc.

Summary of Crit ical Accounting Estimates
Goodwill, page 56

1. Please clarify if you performed a quantitative analysis of goodwill impairment for fiscal
2015.  If so, please disclose the percentage by which fair value exceeded carrying value
as of the date of the most recent test.

 Michael J. Wortley
 Cheniere Energy, Inc.
 December 15 , 2016
 Page 2

Consolidated Balance Sheets, page 64

2. Please tell us why your issued and outstanding share amounts are the same even though
you have shares held in the treasury.

Consolidated Statements of Cash Flows , page 6 8

3. We note total share -based co mpensation stated in Note -13 Share -Based Compensation,
does not agree to amounts disclosed in the statement of cash flows for fiscal year 2015.
Please advise or revise.

4. Please tell us the nature of the other, net and other line items included in net cas h used in
operating activities and investing activities.  Also, tell us your consideration of separately
presenting material amounts include in those line items.

Note 5 – Property, Plant and Equipment, page 78

5. Please disclose actual depreciation expense  for each year presented.  Refer to ASC 360 -
10-50-1.   Also, please explain why the changes in the accumulated depreciation accounts
from December 31, 2014 to December 31, 2015 do not equal the amount of depreciation
and amortization disclosed on the state ments of operations and cash flows.

Cheniere Energy Partners , LP

Selected Financial Data, page 40

6. It appears you inadvertently omitted net loss per common unit for fiscal year 2014.
Please advise or revise.  Refer to Item 301 of R egulation S -K.

Note 1 5 – Net Income (Loss) Per Common Unit, page 89

7. We note your disclosure that t he impact of the beneficial conversion feature is also
included in earnings per unit for t he years ended December 31, 2015, 2014 and 2013 .
Please tell us how the amounts are included in the loss per unit and why you did not
include a line item in your reconciliations for the years presented related to the
amortization of the beneficial conversion feature.  Additionally, tell us why no
amort ization of the beneficial conversion feature is shown in your consolidated
statements of partners’ equity for fiscal years 2014 and 2013.

 Michael J. Wortley
 Cheniere Energy, Inc.
 December 15 , 2016
 Page 3

Cheniere Energy Partners LP Holdings , LLC

Note 2 – Summary of Significant Accounting Policies
Accounting for Investment in Cheniere Partners, page 31

8. Please provide us with your calculations of the change s in the suspended loss account
from 2014 to 2015.

Cheniere Energy , Inc.

Form 10 -Q for the Quarter ly Period Ended September 30, 2016

9. Please disclose the n ature of the impairment charge and the facts and circumstances that
resulted in your conclusion to record the amount.

Cheniere Energy , Inc., Cheniere Energy Partners LP  Holdings, LLC, and Sabine Pass
Liquefaction , LLC

Forms 8 -K filed January 15, 2016 an d February 24, 2016

10. You disclose a non -GAAP liquidity measure pre -tax CEI cash flow per share and pre -tax
CEI cash flow per share (no CMI sales)  which is inconsistent with Question 102.05 of the
updated Compliance and Disclosure Interpretations related to Non -GAAP Measures
issued May 17, 2016.   Please tell us your consideration of the guidance in your
presentation of these measures.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Tony Watson, Accountant, at (202) 551 -3318 or Donna  Di Silvio ,
Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  You may contact me at (202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Ch ief
Office of Consumer Products

Mail Stop 3561
November 18 , 2015

Michael J. Wortley
Chief Financial Officer
Cheniere Energy, Inc.
700 Milam St. Suite 1900
Houston, TX 77002

Re: Cheniere Energy, Inc.
Cheniere Energy Partners LP Holdings, LLC
 Cheniere Energy Partners, L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 20, 2015
File No s. 1-16383 , 1-36234  and 1 -33366

Dear Mr. Wortley :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
informatio n the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
       Office of Consumer Products

CORRESP
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		CORRESP

November 12, 2015

VIA EDGAR

Mr. William H. Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:    Cheniere Energy, Inc.

Cheniere Energy Partners LP Holdings, LLC

Cheniere Energy Partners, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 20, 2015

Cheniere Energy Partners LP Holdings, LLC

Form 10-Q for the Quarterly Period Ended September 30, 2015

Filed October 30, 2015

File Nos. 1-16383, 1-36234 and 1-33366

Dear Mr. Thompson:

Set forth below are the responses of Cheniere Energy, Inc., a Delaware corporation (the “Company”), Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (“Holdings”) and Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 2, 2015, with respect to the Annual Reports on Form 10-K for the fiscal year ended December 31, 2014 filed by each of the Company, Holdings and the Partnership (File Nos. 1-16383, 1-36234 and 1-33366, respectively) and to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 filed by Holdings (File No. 1-36234).

For your convenience, each of our responses is preceded by the exact text of the Staff’s corresponding comment in bold, italicized text.

Cheniere Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014

Reports of Independent Registered Public Accounting Firm

Internal Control Over Financial Reporting, page 64

1.

 We note the Report of Independent Registered Public Accounting Firm with regards to internal control over financial reporting refers to Cheniere Energy Inc. but does not also include a reference to the subsidiaries of the Company. We note this was also the case for the Reports included in the filings for Cheniere Energy Partners, L.P. and Cheniere Energy Partners LP Holdings, LLC. Please have your auditor explain to us whether their audits included the subsidiaries of each registrant and why their reports did not include a reference to the subsidiaries.

Response:

Our auditors have informed us that their audits of internal control over financial reporting (“ICOFR”) of the Company, Holdings and the Partnership included the subsidiaries of the three registrants. Our auditors also indicated that they typically do not include a reference to subsidiaries in their reports on ICOFR, in order to align with the wording used in Section 404(a) of the Sarbanes-Oxley Act, which requires management to make “an assessment, as of the end of the most recent fiscal

year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting” (emphasis added). In addition, our auditors indicated that the lack of reference to subsidiaries is consistent with the Section 302 certification that management must make (e.g., the lead in for paragraph 4 of the Section 302 certification states that, “The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have …” (emphasis added)). In both of the situations described above, “and subsidiaries” is not included after “issuer” or “registrant.” Lastly, our auditors stated that the lack of a reference to subsidiaries in their ICOFR report is consistent with the Example A-5 report in Auditing Standard No. 2. That example report is for a situation where the principal auditor refers in their ICOFR report to the report of other auditors as a basis, in part, for the principal auditor’s opinion. In that example report, the registrant is referred to as W Company, and other auditors have examined the effectiveness of internal control over financial reporting of B Company, which is a wholly-owned subsidiary of W Company. The opinion paragraph of that example report reads, in part, as follows: “… Also, in our opinion, based on our audit and the report of the other auditors, W Company maintained, in all material respects, effective internal control over financial reporting …” As noted in that example, “and subsidiary” or “and subsidiaries” is not included after “W Company” even though the consolidated entity includes at least one subsidiary, based on the stated facts. Auditing Standard No. 2 was eventually superseded by Auditing Standard No. 5, however the PCAOB decided not to bring forward into Auditing Standard No. 5 the various example reports for the scenarios that were present in Auditing Standard No. 2.

Cheniere Energy Partners LP Holdings, LLC

Form 10-Q for the Quarterly Period Ended September 30, 2015

Exhibits 31

2.

 We note your Form 10-K for fiscal year ended December 31, 2014 contains management’s internal control report as required by Item 308(a) of Regulation S-K. As such, the certifications should include the introductory language in paragraph 4 and paragraph 4(b) that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting in order to conform exactly to the certification requirements outlined in Item 601(b)(31)(i) of Regulation S-K. Please file an amendment to include currently dated and signed certifications that include the language required by Item 601(b)(31)(i) of Regulation S-K. You may provide an abbreviated amendment that consists of a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Please note that this comment also applies to Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015.

Response:

Holdings has filed amendments to its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015, June 30, 2015 and September 30, 2015 to revise the certifications filed as Exhibits 31 in accordance with Item 601(b)(31)(i) of Regulation S-K and the Staff’s comment.

In connection with our response to the Staff's comments, we acknowledge that:

•

 the Company, Holdings or the Partnership, as applicable, is responsible for the adequacy and accuracy of the disclosure 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, Holdings and the Partnership 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 do not hesitate to call me at (713) 375-5282 with any questions regarding the foregoing.

Very truly yours,

Cheniere Energy, Inc.

By:

 /s/ Michael J. Wortley

 Michael J. Wortley

 Senior Vice President and Chief Financial Officer

Cheniere Energy Partners LP Holdings, LLC

By:

 /s/ Michael J. Wortley

 Michael J. Wortley

 Chief Financial Officer

Cheniere Energy Partners, L.P.

By:

 Cheniere Energy Partners GP, LLC,

 its general partner

By:

 /s/ Michael J. Wortley

 Michael J. Wortley

 Senior Vice President and Chief Financial Officer

Mail Stop 3561

November 2 , 2015

Michael J. Wortley
Chief Financial  Officer
Cheniere Energy, Inc.
700 Milam St. Suite 1900
Houston, TX 77002

Re: Cheniere Energy, Inc .
Cheniere Energy  Partners LP Holdings, LLC
 Cheniere Energy Partners, L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 20 , 2015
Cheniere Energy Partners LP Holdings, LLC
Form 10 -Q for the Quarterly Period Ended  September 30, 2015
Filed October 30, 2015
File No s. 1-16383 , 1-36234  and 1 -33366

Dear Mr.  Wortley :

We have limited our review of your filings to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Cheniere Energy, Inc.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Reports of Independent  Registered Public Accounting Firm

Internal Control Over Financial Reporting, page 64

1. We note the Report of Independent Registered Public Accounting Firm with regards to
internal control over financial reporting refers to Cheniere Energy Inc. but does no t also

 Michael J. Wortley
 Cheniere Energy, Inc.
 November  2, 2015
 Page 2

 include a reference to the subsidiaries of the Company.  We note this was also the case
for the Reports included in the filings for Cheniere Energy Partners, L.P.  and Cheniere
Energy Partners LP Holdings, LLC.  Please have your auditor explain to u s whether their
audits included the subsidiaries of each registrant and why their reports did not include a
reference to the subsidiaries.

Cheniere Energy Partners LP Holdings, LLC

Form 10 -Q for the Quarterly Period Ended September 30, 2015

Exhibits 31

2. We note your Form 10 -K for fiscal year ended December 31, 2014 contains
management’s internal control report as required by Item 308(a) of Regulation S -K.  As
such, the certifications should include the introductory language in paragraph 4 and
paragraph 4(b) that refers to the certifying officers' responsibility for establishing and
maintaining internal control over financial reporting in order to conform exactly to the
certification requirements outlined in Item 601(b)(31)(i) of Regulation S -K.  Please f ile
an amendment to include currently dated and signed certifications that include the
language required by Item 601(b)(31)(i) of Regulation S -K.  You may provide an
abbreviated amendment that consists of a cover page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certification.  Please note that this comment also
applies to Form 10 -Q for the quarters ended March 31, 2015 and June 30, 2015.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the di sclosure 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 federal securities laws of the United States.

 Michael J. Wortley
 Cheniere Energy, Inc.
 November  2, 2015
 Page 3

You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272 or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding our comment s.  Please
contact me at (202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
       Office of Consumer Products

December 20, 2012

Via E-mail
Meg A. Gentle
Chief Financial Officer
Cheniere Energy, Inc .
700 Milam Street, Suite 800
Houston, Texas 77002

Re: Cheniere Energy, Inc.
Cheniere  Energy Partners, L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 24, 2012
Definitive Proxy Statement on Schedule 14A
Filed April 1 9, 2012
File No s. 1-16383  and 1 -33366

Dear Ms. Gentle :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not as sert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

December 4 , 2012

Via E-mail
Meg A. Gentle
Chief Financial Officer
Cheniere Energy, Inc .
700 Milam Street, Suite 800
Houston, Texas 77002

Re: Cheniere Energy, Inc.
Cheniere  Energy Partners, L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 24, 2012
Definitive Proxy Statement on Schedule 14A
Filed April 1 9, 2012
File No s. 1-16383  and 1 -33366

Dear Ms. Gentle :

We have reviewed your filing s 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 s, by
providing the reques ted information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewin g any amendment to your filing s and the information you provide in
response to these  comments we may have  additional comments.

Meg A. Gentle
Cheniere Energy, Inc.
December 4, 2012
Page 2

 Cheniere Energy, Inc.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 7. Management’s Discussion and Analysis o f Financial Condition and Results of Operation,
page 33

Summary of Critical Accounting Policies and Estimates, page 48

Goodwill, page 50

1. We note goodwill was $76.8 million comprising approximately 3% of your total assets as
of December 31, 2011 and attr ibutable to your LNG terminal segment.  Please tell us and
revise your disclosure to clarify how you determine your reporting units.

2. To the extent your reporting unit has an estimated fair value that is not substantially in
excess of its carrying value and goodwill for such reporting unit, if impaired, could
materially impact your results of operations, please identify and provide the following
disclosures in future filings:

 Percentage by which fair value of your reporting unit exceeded its carrying values as
of the date of the most recent test;
 Description of the methods and key assumptions used and how the key assumptions
were determined;
 Discussion of the degree of uncertainty associated with the key assumptions.
 Description of potential events a nd/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions.

 If you have determined the estimated fair value substantially exceeds the carrying value
of your reporting unit, please disclose that determination  in future filings.   Refer to Item
303 of Regulation S -K.

Item 8. Financial Statements and Supplementary Data , page 53

Note 2 – Summary of Significant Accounting Policies, page 61

Asset Retirement Obligations, page 65

3. We note your disclosure that you have determined the cost to surrender the Sab ine Pass
LNG terminal in the required condition will be minimal and therefore you have not
recorded an ARO.  In a prior response letter to us dated August 13, 2009 you stated you
believed that you had no obligation at the end of the lease to perform retirement activities
that would require expenditures by you; and therefore, no asset retirement obligation
liability was required.  Please tell us when you determined you had a minimal obligation

Meg A. Gentle
Cheniere Energy, Inc.
December 4, 2012
Page 3

 and explain to us how your determination not to record your  obligation because it was
minimal is consistent with the requirements of FASB ASC 410 -20-25.  See also SAB
Topic 1:M.  Further, please advise us of the language in the real estate property lease
agreements that you considered in concluding your cost to su rrender would be minimal
and clarify what is meant by “required condition.”

Note 10 – Property, Plant and Equipment, page 71

Natural Gas Pipeline Costs, page 72

4. Tell us and disclose the nature and amounts of your regulatory assets and liabilities for
the most recent two fiscal years ended December 31, 2011.  Further, discuss for us any
material variances in the amounts of regulatory assets and liabilities between fiscal years.

Note 23 – Subsequent Events (Unaudited), page 86

5. We note in January 2012 , you repaid the outstanding principal balance of the $298
million 2007 Term Loan due in May 2012.  In this regard, it is not evident that your
auditors’ assumed responsibility for reviewing transactions and events occurring after the
balance sheet date th rough the date of their report on February 24, 2012.  Please advise or
revise to remove “unaudited.” See AU 560, Subsequent Events and AU. 530, Dating of
Independent Auditors’ Report.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 23

Compensation Discussion and Analysis, page 23

6. To the extent you use market data to benchmark your named executive officers’ total
compensation or any material element of compensation, please disclose the component
companies of the benchmark.   For example, we note that you relied on the Towers
Watson U.S. Compensation Data Bank Energy Services Executive Database to
benchmark total compensation and base salary.   If you use such database or a similar
database in the future, please disclose the compon ent companies.   See Item
402(b)(2)(xiv) of Regulation S -K.

Analysis of Executive Officers’ Total Compensation for 2011, page 29

2011 Long -Term Incentive Awards, page 32

7. Please disclose how you determined the amount of restricted shares to award to each
named executive officer.   See Item 402(b)(1)(v) of Regulation S -K.

Meg A. Gentle
Cheniere Energy, Inc.
December 4, 2012
Page 4

 Cheniere Energy Partners, L.P.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 8. Financial Statements and Supplementary Data, page 48

Note 3 – Summary of Significant Accoun ting Policies, page 57

Income Taxes, page 58

8. Please revise to clarify if Cheniere can demand payment for Texas franchise taxes as well
as other state and local taxes that Sabine Pass LNG would have been required to pay on a
separate company basis from th e effective date of the agreement and/or if Cheniere has,
in its sole discretion, demanded payment at any time since the effective date of the
agreement.

Asset Retirement Obligations, page 59

9. We note your disclosure that you have determined the cost to surrender the Sabine Pass
LNG terminal in the required condition will be minimal and therefore you have not
recorded an ARO.   Please explain to us how your determination not to record your
obligation because it was minimal is consistent with the requiremen ts of FASB ASC 410 -
20-25.  See also SAB Topic 1:M. Further, please advise us of the language in the real
estate property lease agreements that you considered in concluding your cost to surrender
would be minimal.

We urge all persons who are responsible f or the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession o f 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 provide  a written 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 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 a ssert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Meg A. Gentle
Cheniere Energy, Inc.
December 4, 2012
Page 5

 You may contact Robert Babula, Staff Accountant,  at (202) 551 -3339 or Donna Di
Silvi o, Staff Accountant at (202) 551 -3202  if you have questions regarding comments on the
financial statements and related matters.  Please contact Charles Lee , Attorney -Advisor,  at (202)
551- 3427  or Dietrich King , Legal Branch Chief , at (202) 551 - 3338 if you have questions
regarding any other comments.  Please contact me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

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		CQP 2012 SEC Corresp S-3 Acceleration

October 22, 2012

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Mara L. Ransom

Re:

 Registration Statement on Form S-3 (No. 333-183780) of Cheniere                        Energy Partners, L.P.

Ladies and Gentlemen:

On behalf of Cheniere Energy Partners, L.P. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on Wednesday, October 24, 2012, or as soon thereafter as practicable. The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This request has also been transmitted via EDGAR.

 Very truly yours,

 CHENIERE ENERGY PARTNERS, L.P.

 By:

 /s/    Meg A. Gentle

 Name:

 Meg A. Gentle

 Title:

 Senior Vice President and

 Chief Financial Officer

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		CQP 2012 CORRESP SEC Comment Letter Response 1

 600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

October 10, 2011

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Attention:  Ms. Mara L. Ransom, Assistant Director

Re:

 Cheniere Energy Partners, L.P.

Registration Statement on Form S-3

Filed September 7, 2012

Amendment No. 1 to Registration Statement on Form S-3

Filed September 19, 2012

File No. 333-183780

Dear Ms. Ransom:

On behalf of Cheniere Energy Partners, L.P. (the “Registrant”), a Delaware limited partnership, we enclose the responses of the Registrant 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 October 5, 2012, with respect to the Registration Statement on Form S-3 (File No. 333-183780) filed with the Commission on September 7, 2012 (the “Registration Statement”), as amended by Amendment No. 1 to the Registration Statement filed on September 19, 2012.  For the Staff's convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold, italicized text.  Also for the Staff's convenience, we have provided to you three copies of Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

The Registrant acknowledges the following:  (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff acting pursuant to delegated authority in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and (iii) the Registrant may not assert Staff comments and the declaration of effectiveness 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.

 Very truly yours,

 /s/ Meredith S. Mouer

 Meredith S. Mouer

cc:     Meg A. Gentle, Senior Vice President and Chief Financial Officer (Registrant)

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-183780)

Registrant's Responses to

SEC Comment Letter dated October 5, 2012

General

1.

 We note that the form of indenture for each of the senior debt securities and the subordinated debt securities contemplates the issuance of guarantees in connection with such debt securities. Please register the guarantees for each class of debt securities with this registration statement. If you register such guarantees, please also comply with Rule 3-10 of Regulation S-X for financial statements for the guarantors.

Response:  We acknowledge the Staff's comment and note that, while the forms of indentures contemplate future guarantees, if applicable, no guarantees are currently contemplated and no guarantors have been identified.  Therefore, we do not anticipate registering a form of guarantee for each class of debt securities.  We acknowledge that as a non-WKSI, the addition of guarantors in the future will require the filing of a new shelf registration statement.

Incorporation by Reference, page ii

2.

 Please confirm to us your understanding that you are required to incorporate by reference into the registration statement all reports filed pursuant to Section 13(a) of the Exchange Act since the end of your most recently completed fiscal year, which includes any such reports filed after the initial filing of the registration statement. See Item 12(a) of Form S-3. Please also consider Question 123.05 in our Compliance and Disclosure Interpretations (Securities Act Forms).

Response:  We acknowledge the Staff's comment and confirm that all reports filed pursuant to Section 13(a) of the Exchange Act since the end of the most recently completed fiscal year will be incorporated by reference into the Registration Statement.  We have clarified this fact on page ii of Amendment No. 2.

Risk Factors, page 1

3.

 Please add a risk factor regarding the volatility of the trading price for your common units.

Response:  We acknowledge the Staff's comment and have included a risk factor addressing this matter on page 1 of Amendment No. 2.

Exhibit 5.1

4.

 Please confirm to us that counsel will file an updated legal opinion and remove any inappropriate qualifications in connection with each takedown from the registration statement. See Section II.B.2.a of Staff Legal Bulletin No. 19 and Question 212.05 in our Compliance and Disclosure Interpretations (Securities Act Rules).

Response:  We acknowledge the Staff's comment and confirm that counsel will file an updated legal opinion and remove any inappropriate qualifications in connection with each takedown from the Registration Statement.

5.

 We note that counsel expresses no opinion other than as to the laws of the State of New York and the DRULPA. Please either confirm to us that each of the Warrant Agreement and the Rights Agreement will be governed by New York law or revise counsel's opinion to cover the governing law of each of the Warrant Agreement and the Rights Agreement. See Section II.B.1.f of Staff Legal Bulletin No. 19.

Response:  We acknowledge the Staff's comment and confirm that we anticipate that each of the Warrant Agreement and the Rights Agreement will be governed by New York law.

October 5, 2012

Via E -mail
Meg A. Gentle
Senior Vice President & Chief Financial Offi cer
Cheniere Energy Partners , L.P.
700 Milam Street, Suite 800
Houston, Texas 77002

Re: Cheniere Energy Partners, L.P.
  Registration Statement on Form S-3
Filed  September 7, 2012
  Amendment No. 1 to Registration Statement on Form S -3
  Filed September 19, 2012
File No.  333-183780

Dear Ms. Gentle :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested infor mation .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that the form of indenture for each of the senior debt securities and the
subordinated debt securities contemplates the issuance of guarantees in connection with
such debt securities.  Please register the guarantees for each class of debt securities with
this registration statement.  If you register such guarantees, please also comply with Rule
3-10 of Regulation S -X for financial statements for the guarantors.

Incorporation by Reference, page ii

2. Please confirm to us your understanding that you are required to incorporate by reference
into the registration statement all reports filed pursuant to Section 13(a) of the Exchange
Act since the end of your most recently completed fiscal year, which includes any such

Meg A. Gentle
Cheniere Energy Partners, L.P.
October 5, 2012
Page 2

 reports filed after the initial filing of the registration statement.  See Item 12(a) of Form
S-3.  Please also consider Question 123.05 in our Compliance and Disclosure
Interpretations (Securities Act Forms).

Risk Factors, page 1

3. Please add a risk factor regarding the volatility of the trading price for your common
units.

Exhibit 5.1

4. Please confirm to us that counsel will file an updated legal opinion and remove any
inappropriate qualifications in connection with each takedown from the registration
statement.  See Section II.B.2.a of Staff Legal Bulletin No. 19 and Question 212.05 in our
Compliance and Disclosure Interpretations (Securities Act Rules).

5. We note that counsel expresses no opinion other than as to the laws of the State of New
York and the DRULPA.  Please either confirm to us that each of the Warrant Agreement
and the Rights Agreement will be governed by New York law or revise counsel’s opini on
to cover the governing law of each of the Warrant Agreement and the Rights Agreement.
See Section II.B.1.f of Staff Legal Bulletin No. 19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be cert ain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the a ccuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging tha t:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursua nt to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of ef fectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Meg A. Gentle
Cheniere Energy Partners, L.P.
October 5, 2012
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acc eleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they rel ate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Charle s Lee  at (202) 551 -3427  or me at (202) 551 -3720 with any
questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director

cc: Meredith S. Mouer
 Andrews Kurth LLP

September 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/A for the Fiscal Year Ended December 31, 2010
Filed September 12, 2011 Form 10-Q/A for the Fiscal Quarter Ended March 31, 2011 Filed September 12, 2011 File No. 001-33366

Dear Mr. Souki:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Andrew D. Mew
Andrew D. Mew  Accounting Branch Chief

CORRESP
1
filename1.htm

		CQP 2011 CORRESP SEC Comment Letter Response V

 600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

September 16, 2011

Mr. Andrew D. Mew

Accounting Branch Chief

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Re:

 Cheniere Energy Partners, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 3, 2011

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

Filed May 6, 2011

File No. 001-33366

Dear Mr. Mew:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), we enclose the response of the Partnership to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 23, 2011 with respect to the Partnership's Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-33366) (the “10-K”) and Form 10-Q for the fiscal quarter ended March 31, 2011 (the “10-Q”).  For your convenience, the response is prefaced by the exact text of the Staff's comment.

The Partnership acknowledges the following:  (i) the Partnership is responsible for the adequacy and accuracy of the disclosure in the 10-K and 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-K and 10-Q; and (iii) the Partnership 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,

 /s/ Meredith S. Mouer

 Meredith S. Mouer

cc:    Meg A. Gentle (Cheniere Energy Partners, L.P.)

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

Cheniere Energy Partners, L.P.

Form 10-K and Form 10-Q (File No. 001-33366)

Partnership's Response to

SEC Comment Letter dated August 23, 2011

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 one in our letter dated June 14, 2011 and the accompanied SAB 99 analysis.  However, we remain unclear about your basis for not amending the Form 10K for the fiscal year ended December 31, 2010 and the Form 10-Q for the quarterly period ended March 31, 2011 in light of the fact that EPU presentation is an important GAAP metric as well as an integral part of your GAAP financial statements.  We continue to believe that you should amend the above referenced Form 10-K and Form 10-Q accordingly.

Response:

On September 12, 2011, the Partnership restated its 10-K and 10-Q to present earnings per common unit instead of the combined earnings per limited partner unit on its Consolidated Statements of Operations and in the related disclosure.

2

CORRESP
1
filename1.htm

		CQP 2011 CORRESP SEC Comment Letter Response IV

 600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

September 6, 2011

Mr. Andrew D. Mew

Accounting Branch Chief

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Re:

 Cheniere Energy Partners, L.P.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 3, 2011

Form 10-Q for the Fiscal Quarter Ended March 31, 2011

Filed May 6, 2011

File No. 001-33366

Dear Mr. Mew:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), we enclose the response of the Partnership to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 14, 2011 with respect to the Partnership's Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-33366) (the “10-K”) and Form 10-Q for the fiscal quarter ended March 31, 2011 (the “10-Q”).  For your convenience, the response is prefaced by the exact text of the Staff's comment.

The Partnership acknowledges the following:  (i) the Partnership is responsible for the adequacy and accuracy of the disclosure in the 10-K and 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-K and 10-Q; and (iii) the Partnership 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,

 /s/ Meredith S. Mouer

 Meredith S. Mouer

cc:    Meg A. Gentle (Cheniere Energy Partners, L.P.)

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

Cheniere Energy Partners, L.P.

Form 10-K and Form 10-Q (File No. 001-33366)

Partnership's Response to

SEC Comment Letter dated August 23, 2011

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 one in our letter dated June 14, 2011 and the accompanied SAB 99 analysis.  However, we remain unclear about your basis for not amending the Form 10K for the fiscal year ended December 31, 2010 and the Form 10-Q for the quarterly period ended March 31, 2011 in light of the fact that EPU presentation is an important GAAP metric as well as an integral part of your GAAP financial statements.  We continue to believe that you should amend the above referenced Form 10-K and Form 10-Q accordingly.

Response:

As discussed in a telephonic conversation that we had with you and Milwood Hobbs on Thursday, September 1, 2011, you have extended the time of our required response by 10 business days to allow us to consult with the Office of the Chief Accountant regarding this matter.  We are deferring our response to your letter pending that consultation.

2

August 23, 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 Form 10-Q for the Fiscal Quarter Ended March 31, 2011
Filed May 6, 2011 File No. 001-33366

Dear Mr. Souki:
 We have reviewed your response dated J une 28, 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 comment applies 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 this comment, we may 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 one in  our letter dated June 14, 2011 and the
accompanied SAB 99 analysis. However, we remain unclear about your basis for not amending the Form 10-K for the fiscal year ended December 31, 2010 and the Form 10-Q for the quarterly period ended March 31, 2011 in light of the fact that the EPU
presentation is an important GAAP metric as  well as an integral part of your GAAP

Mr. Charif Souki  Cheniere Energy Partners, G.P., LLC   August 23, 2011  Page 2

 financial statements. We continue to believe  that you should amend the above referenced
Form 10-K and Form 10-Q accordingly.

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

CORRESP
1
filename1.htm

		CQP 2011 CORRESP SEC Comment Letter Response III

 600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

June 28, 2011

Mr. Andrew D. Mew

Accounting Branch Chief

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Re:    Cheniere Energy Partners, L.P.

Re:    Form 10-K for the Fiscal Year Ended December 31, 2010

Re:    Filed March 3, 2011

Re:    File No. 001-33366

Dear Mr. Mew:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), we enclose the response of the Partnership to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 14, 2011 with respect to the Partnership’s Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-33366) (the “10-K”).  For your convenience, the response is prefaced by the exact text of the Staff’s comment.

The Partnership acknowledges the following:  (i) the Partnership is responsible for the adequacy and accuracy of the disclosure in the 10-K; (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-K; and (iii) the Partnership 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,

 /s/ Meredith S. Mouer

 Meredith S. Mouer

cc:    Meg A. Gentle (Cheniere Energy Partners, L.P.)

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

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 our prior comment one in our letter dated May 20, 2011 and the proposed revised disclosure.  However, we are unclear about the appropriateness of your current combined EPU presentation under GAAP on the face of the income statements.  We believe you should present earnings per common unit data on the face of the income statements instead of the combined EPU presentation.  Please revise by amending the Form 10-K for the Fiscal Year Ended December 31, 2010 and the subsequent Form 10-Q for the Fiscal Quarter Ended March 31, 2011 or explain to us why you are not required to do so.  Also, remove the combined EPU presentation in the proposed revised footnote disclosure.

Response:

In response to your comment above, in future filings we will present common earnings per unit (“EPU”) data on the face of the Partnership’s income statement instead of combined EPU data.

The Partnership presented combined limited partner (common unit and subordinated unit) EPU data on the face of the income statement in the 10-K and in the subsequent Form 10-Q for the fiscal quarter ended March 31, 2011 (the “10-Q”), rather than presenting common EPU data on a separate basis.  We performed a materiality assessment of the omission of common EPU data in prior filings in connection with our response to your letter dated May 20, 2011, and we have also assessed the materiality of including combined EPU data in response to your letter dated June 14, 2011.  We have concluded that the Partnership is not required to amend the 10-K or the 10-Q because the omissions of common EPU data and the inclusion of combined EPU data in those filings were not “material” omissions or misstatements.

SEC Staff Accounting Bulletin: No. 99 – Materiality (“SAB 99”) states, “The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”  In our letter dated June 3, 2011, we stated, “Furthermore, we do not believe the absence of such disclosure had a material impact to the readers of the Partnership’s financial statements taken as a whole.”  Our conclusion that the omission of common EPU data and the inclusion of combined EPU data in each of the 10-K and the 10-Q were not material was determined by evaluating the “surrounding circumstances” and “total mix of information made available”, as prescribed by SAB 99.  Our materiality assessment involved both quantitative and qualitative factors and is summarized below:

A number of quantitative factors were evaluated as part of the materiality assessment of the inclusion of combined EPU data instead of common EPU data in each of the 10-K and the 10-Q, which included, but were not limited to, the following:

•

 The Partnership’s net income (loss), as well as the common unit information used to calculate common unit EPU data were correctly calculated and presented on the face of the income statement in each of the applicable filings; and

•    The combined EPU presentation was not misstated and was accurately labeled, and as such, we believe it was not misleading to the readers of the financial statements taken as a whole.

A number of qualitative factors were evaluated as part of the materiality assessment of the inclusion of combined EPU data instead of separately disclosed common EPU data in each of the 10-K and the 10-Q, which included, but were not limited to, the following:

•    It did not relate to the amount of distributions per common unit or the Partnership’s ability to make quarterly cash distributions to common unitholders, which are key metrics for investors in evaluating the Partnership;

•    It did not mask earnings trends or changes in earnings or market expectations;

Cheniere Energy Partners, L.P.

Form 10-K (File No. 001-33366)

Partnership’s Response to

SEC Comment Letter dated June 14, 2011

•    The earnings were properly stated and the disclosure would not have changed a loss to a gain or a gain to a loss;

•    It did not impact compliance with covenants or regulatory requirements;

•    It did not impact management’s compensation performance targets; and

•    It was not an intentional omission, nor the concealment of an unlawful transaction.

Conclusion:

Based on our materiality assessments, we have concluded that the omissions of common EPU data and inclusions of combined EPU data in the 10-K and the 10-Q were not material to the financial statements taken as a whole.

As described above, in future filings we will present common EPU data on the face of the Partnership’s income statement to ensure compliance with codification 260-10-45-60.  In addition, we will further describe the Partnership’s common EPU calculation in a separate footnote disclosure and will not present combined EPU data on the face of the Partnership’s income statement or in the separate footnote disclosure.

June 14, 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 June  3, 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 comment applies 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 our prior comment one in our letter dated May 20, 2011 and the
proposed revised disclosure. However, we are unclear about the appr opriateness of your
current combined EPU presentation under GAA P on the face of the income statements.
We believe you should present earnings per co mmon unit data on the face of the income
statements instead of the combined EPU presentation. Please revise by amending the
Form 10-K for the Fiscal Year Ended Decem ber 31, 2010 and the subsequent Form 10-Q
for the Fiscal Quarter Ended March 31, 2011 or explain to us why you are not required to

Mr. Charif Souki  Cheniere Energy Partners, G.P., LLC   June 14, 2011  Page 2

 do so. Also, remove the combined EPU pres entation in the proposed revised footnote
disclosure.

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

CORRESP
1
filename1.htm

		CQP June 2011 SEC Comment Letter Response

 600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

June 3, 2011

Mr. Andrew D. Mew

Accounting Branch Chief

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Re:    Cheniere Energy Partners, L.P.

Re:    Form 10-K for the Fiscal Year Ended December 31, 2010

Re:    Filed March 3, 2011

Re:    File No. 001-33366

Dear Mr. Mew:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), we enclose the responses of the Partnership 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 May 20, 2011 with respect to the Partnership's Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-33366) (the “10-K”).  For your convenience, the responses are prefaced by the exact text of the Staff's corresponding comment.

The Partnership acknowledges the following:  (i) the Partnership is responsible for the adequacy and accuracy of the disclosure in the 10-K; (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-K; and (iii) the Partnership 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,

 /s/ Meredith S. Mouer

 Meredith S. Mouer

cc:    Meg A. Gentle (Cheniere Energy Partners, L.P.)

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

Cheniere Energy Partners, L.P.

Form 10-K (File No. 001-33366)

Partnership's Response to

SEC Comment Letter dated May 20, 2011

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 April 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 the subordinated units participate equally in distribution amounts when applying the two class method.  With the view to enhance transparency, please disclose if you allocate earnings or losses to IDR holders for the purpose of the two class method EPU calculations for each period presented in future filings.

Response:

When applying the two class method, the common units and the subordinated units participated equally in distribution amounts made with respect to the first quarter of 2010 because the subordinated units participated equally in cash distributions and the undistributed net income was allocated to all the securities on a pro-rata basis. The common units and the subordinated units did not participate equally in distribution amounts made with respect to the last three quarters of 2010 because the subordinated unitholders did not receive distributions, thereby impacting the earnings per unit calculation for the subordinated units and the common units apart from the Partnership's combined earnings per limited partner unit.

The Partnership properly included the appropriate participating securities in its earnings per unit calculation in accordance with the two-class method, but it did not separately disclose earnings per unit for each of the common units and subordinated units. After further review of the guidance found in codification 260-10-45-60, we note the standard requires the presentation of basic and diluted earnings per unit for “common shareholders but does not require the presentation of basic and diluted EPS for securities other than common stock”.  Although the basic and diluted earnings per common unit calculation is not separately disclosed, we believe that the relevant information required to make such calculation is contained in the 10-K.  Furthermore, we do not believe the absence of such disclosure had a material impact to the readers of the Partnership's financial statements taken as a whole.  However, in response to this comment, the Partnership will disclose in future filings earnings per unit for each of the common units and the subordinated units, as prescribed in codification 260-10-45-60.  We have provided an example of such disclosure below.

Additionally, we will disclose in future filings whether the Partnership allocates earnings or losses to IDR holders for the purpose of the two class method earnings per unit calculation for each period presented.  This allocation to IDR holders is not currently applicable to the Partnership because we are not making any cash distributions to IDR holders.

2

Cheniere Energy Partners, L.P.

Form 10-K (File No. 001-33366)

Partnership's Response to

SEC Comment Letter dated May 20, 2011

EXAMPLE Note [X] - Cash Distributions and Net Income Per Unit

Cash Distributions

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement).  Generally, our available cash is our cash on hand at the end of a quarter less the amount of any reserves established by our general partner.  All distributions paid to date have been made from operating surplus. The following provides a summary of distributions paid by us during the year ended December 31, 2010:

 Total Distribution (in thousands)

 Period Covered by

 Distribution Per

 Common and General Partner

 Subordinated

Date Paid

 Distribution

 Common Unit

 Units

 Units

February 12, 2010

 October 1 – December 31, 2009

 $

 0.425

 $

 12,630

 $

 57,538

May 14, 2010

 January 1 – March 31, 2010

 0.425

 12,630

 57,538

August 13, 2010

 April 1 – June 30, 2010

 0.425

 11,456

 —

November 12, 2010

 July 1, 2009 – September 30, 2010

 0.425

 11,456

 —

The subordinated unitholders receive distributions only to the extent we have available cash above the minimum quarterly distribution to our common unitholders and general partner and certain reserves.  As a result of the assignment of Cheniere Marketing's TUA to Cheniere Investments, effective July 1, 2010, our available cash for distributions was reduced.  Therefore, we did not pay any distributions on our subordinated units with respect to the quarters ended June 30, 2010, September 30, 2010 and December 31, 2010.

Net Income per Unit

Net income per unit for a given period is equal to the distributions that will be made to each unitholder with respect to the period plus an allocation of undistributed net income.  The two class method dictates that net income for a period be reduced by the amount of available cash that will be distributed with respect to that period; and, any residual amount representing undistributed net income be allocated to common unitholders and other participating unitholders to the extent that each unit may share in net income as if all of the net income for the period had been distributed in accordance with the partnership agreement.

Under the partnership agreement, the IDR holders participate in net income only to the extent of the amount of cash distributions actually declared to be paid to IDR holders, thereby excluding the IDR holders from participating in undistributed net income or losses. We did not make any distributions to IDR holders for any of the periods presented and therefore, did not allocate net income to IDR holders for the purpose of the two class method for the period presented.

The following table provides a reconciliation of net income and the allocation of net income to the common units, subordinated units, and general partner for purposes of computing net income per unit for the year ended December 31, 2010 (in thousands, except per unit data):

 Limited Partner Units

 Common

 Subordinated

 General

 Total

 Units

 Units

 Total

 Partner

Net income

 $

 107,568

 (a)

Less: Declared distributions

 104,538

 44,910

 57,538

 102,448

 2,090

Allocation of undistributed net income (loss)

 3,030

 (1,815

 )

 4,784

 2,969

 61

Allocation of net income

 $

 107,568

 $

 43,095

 $

 62,322

 $

 105,417

 $

 2,151

Weighted-average units outstanding

 26,416

 (a)

 135,384

 (a)

 161,800

 (a)

Net income per unit - basic and diluted

 $

 1.63

 $

 0.46

 $

 0.65

 (a)

(a)    Amounts currently disclosed on the Consolidated Statements of Operations for the year ended December 31, 2010.

3

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

CORRESP
1
filename1.htm

		WebFilings | EDGAR view

 600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

May 4, 2011

Mr. Andrew D. Mew

Accounting Branch Chief

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

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. Mew:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), we enclose the responses of the Partnership 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 April 22, 2011 with respect to the Partnership's Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-33366) (the “10-K”).  For your convenience, the responses are prefaced by the exact text of the Staff's corresponding comment.

The Partnership acknowledges the following:  (i) the Partnership is responsible for the adequacy and accuracy of the disclosure in the 10-K; (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-K; and (iii) the Partnership 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,

/s/ MEREDITH S. MOUER

Meredith S. Mouer

cc:    Meg A. Gentle (Cheniere Energy Partners, L.P.)

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

Cheniere Energy Partners, L.P.

Form 10-K (File No. 001-33366)

Partnership’s Response to

SEC Comment Letter dated April 22, 2011

Form 10-K for the Fiscal Year Ended December 31, 2010

Item 7. Management's Discussion and Analysis 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 Investments' capacity payments to Sabine Pass LNG.  Your revisions should be consistent with your disclosure 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 the aggregate capacity payments required by Cheniere Investments through 2028, but you do not disclose the frequency with which payments must be made, nor do you disclose the size of payments.

Response:

Below is the Partnership's proposed disclosure that expands the discussion in the first paragraph on page 37 of the 10-K regarding Cheniere Investments' capacity payments to Sabine Pass LNG.

Effective July 1, 2010, Cheniere Energy Investments, LLC (“Cheniere Investments”), a wholly owned subsidiary of the Partnership, reserved the remaining 2.0 Bcf/d of regasification capacity and is entitled to use any capacity not utilized by Total and Chevron. Cheniere Investments began making its TUA capacity reservation fee payments in the second quarter of  2010.  Cheniere Investments is obligated to make monthly capacity payments to Sabine Pass LNG, L.P. (“Sabine Pass LNG”), our wholly owned subsidiary, aggregating approximately $250 million per year for the period from July 1, 2010 through at least September 30, 2028. The Partnership guarantees Cheniere Investments' obligations under its TUA.

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 required by FASB ASC Topic 261-10-50.  It appears the two class method would apply to the EPU calculations in your situation in light of your capital structure.  Refer to paragraphs 59A to 68 of FASB ASC Topic 260-10-45.

Response:

We present the Partnership's earnings per unit data information at the base of the Consolidated Statements of Operations.  We have read the guidance found in Financial Accounting Standards Board (“FASB”) codification topic 260-10-50 and believe that all required disclosures have been presented as required, as follows:

•

 A reconciliation of the numerators and the denominators of the basic and diluted per-share computations for income from continuing operations - The numerator reconciliation is found under the caption “Allocation of net income (loss)” and the denominator reconciliation is found under the caption “Weighted average number of limited partner units outstanding used for basic and diluted net income (loss) per unit calculation”.

•

 The effect that has been given to preferred dividends in arriving at income available to common stockholders in computing basic EPS - This disclosure is not applicable to the Partnership as there have been no preferred dividends declared or paid.

•

 Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period(s) presented - This disclosure is not applicable to the Partnership as there have been no securities issued that would have a potential dilutive effect on the basic earnings per unit.

2

Cheniere Energy Partners, L.P.

Form 10-K (File No. 001-33366)

Partnership’s Response to

SEC Comment Letter dated April 22, 2011

•

 A description of any transaction that occurs after the end of the most recent period but before the financial statements are issued or are available to be issued that would have changed materially the number of common units or potential common units outstanding at the end of the period if the transaction had occurred before the end of the period - This disclosure is not applicable to the Partnership's earnings per unit for each of the three years in the period ended December 31, 2010 as there has been no transaction that would have changed materially the number of common units.

In addition, the FASB and the Emerging Issues Task Force (“EITF”) issued guidance in 2008 on applying the two-class method of computing EPS in certain instances.  Specifically, the FASB issued FASB Staff Position No. EITF 03-6-1 (“FSP EITF 03-6-1”), “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” to clarify that unvested share-based payments awards with a right to receive nonforfeitable dividends are participating securities and EITF Issue No. 07-4 (“EITF 07-4”), “Application of the Two-Class Method under FASB Statement No. 128, Earnings per Share, to Master Limited Partnerships” to clarify that incentive distribution rights (“IDRs”) are participating securities.

Because the Partnership does not have outstanding unit-based payment transactions, we do not believe the guidance found in FSP EITF 03-6-1 applies to its calculation of earnings per limited partner unit data.

Because the Partnership consists of subordinated units and publicly-traded common units held by limited partners (“LPs”), a general partner (“GP”) interest, and IDRs, we believe the guidance found in EITF 07-4 does apply to the calculation of earnings per LP unit data.  The Partnership's IDRs are a separate class of non-voting LP interests that the GP holds, but may be transferred separately from the GP interest.  The partnership agreement obligates the GP to distribute all of the Partnership's “Available Cash” (as defined in the partnership agreement) to the holders of the common units, the subordinated units, the GP interest, and, when certain thresholds are met, the IDRs, based on a distribution waterfall schedule in the partnership agreement.  At the base of the Partnership's Consolidated Statements of Operations, the Partnership discloses the allocation of net income (loss) to its LPs in the caption “Basic and diluted net income (loss) per limited partner unit” using the reconciliation information described above required by FASB codification topic 261-10-50.  Currently, the IDRs have not participated in distributions due to the fact that certain target thresholds in quarterly distributions have not been met; therefore, we have not allocated earnings or losses for a reporting period to the holder of the IDRs using the two-class method to compute earnings per unit.

Consolidated Statements of Cash Flow, page 53

3.

 We note your disclosure 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 inflows of $189.7 million and $109 million within the investing and financing activities, respectively, but cash outflow of only ($96.9) million for the construction within the cash flow statements.  Please reconcile for us the differences between the disclosures and the cash flow presentation for 2009.

Response:

Found in the Sources and Uses of Cash table presented on page 38 of the 10-K, we present sources of cash and cash equivalents from restricted cash and cash equivalents of $298.7 million in 2009.  The $298.7 million is derived from two separate amounts from the Consolidated Statements of Cash Flow in 2009:

Cash flow from investing activites

 $

 189,665

Cash flow from financing activities

 109,008

 $

 298,673

3

Cheniere Energy Partners, L.P.

Form 10-K (File No. 001-33366)

Partnership’s Response to

SEC Comment Letter dated April 22, 2011

The cash flow for investing activities is primarily related to two factors: 1) the use of restricted cash of $71.1 million for Sabine Pass LNG to fund construction costs at the Sabine Pass LNG receiving terminal during the period; and 2) $118.6 million of cash and cash equivalents that was presented as restricted cash and cash equivalents at the end of 2008 and was reclassified as cash and cash equivalents in January 2009 after certain restrictions at Sabine Pass LNG were lifted during the first quarter of 2009.  In November 2006, Sabine Pass LNG borrowed $2.0 billion to pay down existing debt and to fund the remaining construction costs of the Sabine Pass LNG receiving terminal.  The presentation of cash inflows from this borrowing was presented in the financing section and the remaining cash and cash equivalents (net of debt retirements) was on the consolidated balance sheet and was presented in the investing section.   In January 2009, when the cash restriction was removed, the cash inflow was presented as an investing activity consistent with the presentation in 2006.

The cash flow from financing activities is primarily related to two factors: 1) the use of restricted cash of $32.8 million to fund the repayment of debt to affiliate that is presented on the Consolidated Statements of Cash Flow in 2009; and 2) $76.3 million of cash and cash equivalents that was presented as restricted cash and cash equivalents at the end of 2008 and was reclassified as cash and cash equivalents in January 2009 after certain restrictions at Sabine Pass LNG were lifted during first quarter of 2009.  The $76.3 million was presented as a financing activity because it was directly used to pay distributions on the units held by the LPs and the related distributions on the GP interest in the first quarter of 2009.

We will clarify our description on page 38 of the 10-K in all future filings where the Partnership presents 2009 cash flow information to describe the amounts related to the reclassification of restricted cash and cash equivalents in the first quarter of 2009 due to the change in cash and cash equivalents restrictions at Sabine Pass LNG.

Notes to Consolidated Financial Statements

Note 3 - Summary of Significant Accounting Policy, page 55

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 revenues as Sabine Pass LNG performs the services….”  In this regard, tell us and disclose why you retained 2% of LNG delivered and deferred the processing of the LNG until a later time.

Response:

In our disclosure of significant accounting policies, we disclose that the retained 2% of LNG delivered from each customer's account at the Sabine Pass LNG receiving terminal is recognized as revenue as Sabine Pass LNG performs the services set forth in each customer's terminal use agreement (“TUA”).  The disclosure describes when the Partnership recognizes the 2% retainage variable fee component of the TUA.

Under each of the TUAs, Sabine Pass LNG is entitled to be paid a fixed monthly fee from its customers for the use of the Sabine Pass LNG receiving terminal (approximately $125 million per year from each of Total and Chevron and $250 million per year from Cheniere Investments) and a variable fee of 2% (paid in-kind) of all LNG delivered by its customers to the Sabine Pass LNG receiving terminal.  The 2% retained LNG is valued based on market prices and is recognized as revenue when Sabine Pass LNG performs the services detailed in the customer's TUA rather than when it obtains the 2% retained LNG.  The customers have the right to schedule the processing of the LNG delivered over an extended time period, subject to any constraints on their rights to storage capacity at the terminal.  Therefore, the processing of the LNG can be deferred by the customers until a time later than the delivery of the LNG, and in fact that was the case in 2010.  Since it is the processing of the LNG that utilizes the fuel retained from the LNG delivered, it is appropriate to defer the recognition of revenue until such time as the fuel is utilized.

The Partnership will clarify in future filings this disclosure to better describe the 2% retained volumes as a variable fee and the criteria used to recognize it into earnings.

4

Cheniere Energy Partners, L.P.

Form 10-K (File No. 001-33366)

Partnership’s Response to

SEC Comment Letter dated April 22, 2011

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 Cheniere Investments effective July 1, 2010.

Response:

As described in Note 12 beginning on page 62 of the 10-K, effective July 1, 2010, (a) Cheniere Marketing, LLC (“Cheniere Marketing”), a wholly owned subsidiary of Cheniere Energy, Inc., assigned to Cheniere Investments its existing TUA with Sabine Pass LNG for 2.0 Bcf/d of regasification capacity at the Sabine Pass LNG receiving terminal, including all of its rights, titles, interests, obligations and liabilities in and under the TUA, (b) Cheniere Investments assumed the TUA, and (c) the Partnership guaranteed Cheniere Investments' obligations under the TUA (collectively, the “TUA Assignment”).

The TUA Assignment reduced the risk to Sabine Pass LNG and the Partnership of potential disruption in the commercialization of the TUA capacity that could occur as a result of potential adverse consequences of the publicly disclosed liquidity uncertainties of Cheniere Energy, Inc. (“Cheniere”).

In connection with the TUA Assignment, the Partnership also entered into a Variable Capacity Rights Agreement (“VCRA”) under which Cheniere Marketing and its experienced team of management and operating personnel are assisting Cheniere Investments in monetizing its TUA capacity at the Sabine Pass LNG receiving terminal.  Cheniere Investments has received revenue pursuant to the VCRA, which is more fully described in Note 12 on page 6

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

CORRESP
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    acceleration_request.htm

October 8, 2010

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Robert W. Errett

Re:

Registration Statement on Form S-3 (No. 333-168942)

of Cheniere Energy Partners, L.P.

Ladies and Gentlemen:

On behalf of Cheniere Energy Partners, L.P. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on Tuesday, October 12, 2010, or as soon thereafter as practicable. The Company hereby acknowledges that:

·

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This request has also been transmitted via EDGAR.

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

/s/  Timothy J. Neumann

Name: Timothy J. Neumann

Title: Vice President and General Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSJON
WASHINGTON, D.C.20S49
DIVISION OF
CORPORATION FINANCE
September 15, 2010
Meg A. Gentle
Senior Vice President and Chief Financial Officer
Cheniere Energy Parners, G.P., LLC
700 Milam Street, Suite 800
Houston, Texas 77002
Re: Cheniere Energy Partners, L.P.
Registration Statement on Form S-3
Filed August 19,2010
File No. 333-168942
Dear Ms. Gentle:
We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information. Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to the.secomments, we may have additional comments.
General
1. We note that you are registering a total of 10,891,351 shares of common units in this offering
on behalf of Cheniere Common Units Holcting, LLC, which appears to be the parent of you.
Given their relationship to you, it appears that Form S-3 is not available to you for purposes
of conducting a secondary offering because the offering may not be made on a shelf basis
pursuant to Rule 4I5(a)(1)(i); refer to question 212.15 of the Securities Act Rules
Compliance and Disclosure Interpretations. Accordingly, please revise to identify the selling
stockholder as an underwriter within the meaning of Section 2(11) of the Securities Act and
otherwise revise your prospectus to reflect that this is a primary offering. Alternatively,
please tell us why you believe you are able to conduct a secondary offering pursuant to Rule
4l5(a)(1)(i) on Form S-3.

Meg A. Gentle
Cheniere Energy Partners, L.P.
September 15, 20 I 0
Page 2
Material Tax Consequences, page 47
2. Please provide, in this section, the disclosures set forth in Guide 5 under Item I2G - Tax.
Liabilities in Later Years and Item 12K - Liquidation or Termination of the Partnership or
tell us why it is not appropriate for you to do so.
Item 17. Undertakings, page 11-2
3. Please provide the undertakings in Item 20 of Guide 5 - Preparation of Registration
Statements Relating to Interests in Real Estate Limited parnerships that apply to you. Please
refer to Securities Act Release 33-6900 (June 17, 1991).
Exhibit 5.1
4. The legal opinion states on page 5 that "(t)his legal opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes of the facts stated
or assumed herein or any subsequent changes inapplicable law..." Please be advised that in
order for your registration statement to be declared effective, it wil be necessary for counsel
to file an opinion dated as of the effective date. Alternatively, counsel should remove the
limitations from the opinion at least at it relates to the opinion rendered as to the Secondary
Common Units.
5. We also note the assumption you included in the final sentence of the final paragraph. Please
either remove this assumption or advise why it is not appropriate for you to do so and revise
the statement to make it clear what you are assuming.
Exhibit 8.1
6. We note that tax opinion states on page 2 that "(o)ur opinion is rendered as of the date hereof
and we assume no obligation to update or supplement this opinion or any matter related to .
this opinion to reflect any change of fact, circumstances, or law after the effective date of the
Registration Statement." Please be advised that in order for you to become effective, it wil
be necessary for counsel to file an opinion dated as of the effective date. Alternatively,
counsel should remove this limitation from the opinion.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in 'the filing to be certain that the fiing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require. 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.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pendiIlg registration statement please provide a written statement from the compariy
acknowledging that:

Meg A. Gentle
Cheniere Energy Partners, L.P.
September 15,2010
Page 3
. should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
. the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and.
. the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective 'responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
Please contaçt Robert Errett, Staff Attorney at (202) 551-3225 or Mara Ransom, Legal
Branch Chief at (202) 551-3264 or me at (202) 551-3270 with any other questions.
SincereJy
H. t:hristopher Owings
Assistant Director
cc: Meredith S; Mouer
Andrews Kurth, LLP
Via fascimile

CORRESP
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filename1.htm

    sec_response.htm

600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

Meredith S. Mouer

713.220.4758 Phone

713.238.7409 Fax

mmouer@andrewskurth.com

October 6, 2010

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

Cheniere Energy Partners, L.P.

Amendment No. 1 to the Registration Statement on Form S-3

Filed September 17, 2010

File No. 333-168942

Dear Mr. Owings:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Registrant”), we enclose the responses of the Registrant 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 October 5, 2010, with respect to Amendment No. 1 to the Registrant’s Form S-3 filed on September 17, 2010 (File No. 333-168942) (“Amendment No. 1”).  For your convenience, the responses are prefaced by the exact text of the Staff’s corresponding comment. Also for your convenience, we are hand delivering five copies of Amendment No. 2 to the Registration Statement (“Amendment No. 2”) to you, marked to reflect all changes since the filing of Amendment No. 1.

The Registrant acknowledges the following:  (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff acting pursuant to delegated authority in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and (iii) the Registrant may not assert Staff comments and the declaration of the effectiveness 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,

/s/ Meredith S. Mouer

Meredith S. Mouer

cc:           Meg A. Gentle (Cheniere Energy Partners, L.P.)

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

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant’s Responses to

SEC Comment Letter dated October 5, 2010

General

1.

We note your response to comment one from our letter dated September 15, 2010. You state that the selling unitholder, Cheniere Common Units Holding, LLC, is not your parent or subsidiary.  However, based on your structure it appears that Cheniere Energy, Inc. controls you through your general partner, Cheniere Energy Partners, GP, LLC and also controls the selling unitholder, Cheniere Common Units Holding, LLC and beneficially owns the units that Cheniere Common Units Holding, LLC owns in you.  Considering that Cheniere Energy, Inc. controls the selling stockholder, we view Cheniere Common Units Holding, LLC as your parent for purposes of this offering.  Therefore, it appears that Form S-3 is not available to you for purposes of conducting a secondary offering because the offering may not be made on a shelf basis pursuant to Rule 415(a)(1)(i); refer to question 212.15 of the Securities Act Rules Compliance and Disclosure Interpretations.  Accordingly, please revise to identify the selling stockholder as an underwriter within the meaning of Section 2(11) of the Securities Act and otherwise revise your prospectus to reflect that this is a primary offering.

Response:

We acknowledge the Staff’s comment.  Pursuant to Rule 415(a)(1)(x) of the Securities Act of 1933 (the “Act”), securities may be registered on Form S-3 and offered or sold on a continuous or delayed basis “by or on behalf of the registrant, a majority-owned subsidiary of the registrant or a person of which the registrant is a majority-owned subsidiary.”  Rule 405 of the Act defines “majority-owned subsidiary” as a “subsidiary more than 50 percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary’s parent and/or one or more of the parent’s other majority-owned subsidiaries.”  Pursuant to the First Amended and Restated Agreement of Limited Partnership of Cheniere Energy Partners, L.P., the management of the Registrant is reserved for its general partner, Cheniere Energy Partners GP, LLC.  Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners GP, LLC, the management of Cheniere Energy Partners GP, LLC is fully reserved to its Board of Directors, which is elected by its members.  Accordingly, Cheniere Energy, Inc., through its indirect ownership of the sole member of Cheniere Energy Partners GP, LLC, holds over 50 percent of the securities representing the right to vote on the election of directors.  Cheniere Energy, Inc. controls both the general partner of the Registrant (Cheniere Energy Partners GP, LLC) and the record owner of the common units being offered (Cheniere Common Units Holding, LLC).  Therefore, we respectfully submit that the registration of the common units beneficially owned by Cheniere Energy, Inc. and held of record by Cheniere Common Units Holdings, LLC on Form S-3 is

1

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant’s Responses to

SEC Comment Letter dated October 5, 2010

allowed pursuant to Rule 415(a)(1)(x) of the Act.  Given the affiliation between Cheniere Energy, Inc., the Registrant and Cheniere Common Units Holding, LLC outlined above, including the fact that Cheniere Energy, Inc. is the common parent of both entities, we have revised the disclosure in Amendment No. 2 to identify Cheniere Energy, Inc. as the selling unitholder and an underwriter and the offer of securities thereby as a primary offering.  Please see the prospectus cover and the disclosure on page 49 of Amendment No. 2.

2.

Please briefly discuss your business structure in a prominent place in your filing, such as in your selling unitholder disclosure.  In this regard, please disclose, if true, that Cheniere Energy, Inc. is your indirect parent and the direct parent of Cheniere Common Units Holding, LLC or tell us why it is not appropriate for you to do so.

Response:

In response to this comment, we have revised the disclosure on page 49 of Amendment No. 2.

2

October 5, 2010
 Meg A. Gentle Senior Vice President and Chief Financial Officer
Cheniere Energy Partners, G.P., LLC
700 Milam Street, Suite 800
Houston, Texas 77002

Re: Cheniere Energy Partners, L.P.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed September 17, 2010
  File No. 333-168942

Dear Ms. Gentle:
 We have reviewed your response and the re visions to your registration statement in
response to your letter dated Sept ember 17, 2010 and have the follo wing comments.  In some of
our comments, we may ask you to provide us wi th information so we may better understand your
disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note your response to comment one from our  letter dated September 15, 2010.  You state
that the selling unitholder, Ch eniere Common Units Holding, LLC, is not your parent or
subsidiary.  However, based on your structure it appears that Ch eniere Energy, Inc. controls
you through your general partner, Cheniere Energy  Partners, GP, LLC and also controls the
selling unitholder, Cheniere Common Units Ho lding, LLC and beneficially owns the units
that Cheniere Common Units Holding, LLC owns  in you.  Considering that Cheniere Energy,
Inc. controls the selling stoc kholder, we view Cheniere Common Units Holding, LLC as your
parent for purposes of this offering.  Therefore,  it appears that Form S- 3 is not available to
you for purposes of conducting a secondary offe ring because the offering may not be made
on a shelf basis pursuant to Rule 415(a)(1)(i) ; refer to question 212.15 of the Securities Act
Rules Compliance and Disclosure Interpretations.  Accordingly, please revise to identify the

Meg A. Gentle Cheniere Energy Partners, L.P.  October 5, 2010   Page 2

selling stockholder as an underw riter within the meaning of S ection 2(11) of the Securities
Act and otherwise revise your prospectus to reflect that this is a primary offering.
 2. Please briefly discuss your business structure in  a prominent place in your filing, such as in
your selling unitholder disclosure.  In this re gard, please disclose, if true, that Cheniere
Energy, Inc. is your indirect parent and th e direct parent of Cheniere Common Units
Holding, LLC or tell us why it is not appropriate for you to do so.
 Please contact Robert Errett, Staff Attorney  at (202) 551-3225 or Mara Ransom, Legal
Branch Chief at (202) 551-3264 or me at (202) 551-3270 with any questions.

Sincerely,

H. Christopher Owings  Assistant Director

 cc: Meredith S. Mouer  Andrews Kurth, LLP   Via fascimile

CORRESP
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filename1.htm

    comment_letter.htm

600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

Meredith S. Mouer

713.220.4758 Phone

713.238.7409 Fax

mmouer@andrewskurth.com

September 17, 2010

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

Cheniere Energy Partners, L.P.

Registration Statement on Form S-3

Filed August 19, 2010

File No. 333-168942

Dear Mr. Owings:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Registrant”), we enclose the responses of the Registrant 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 September 15, 2010, with respect to the Registrant’s Form S-3 filed on August 19, 2010 (File No. 333-168942) (the “Filing”).  For your convenience, the responses are prefaced by the exact text of the Staff’s corresponding comment. Also for your convenience, we are hand delivering five copies of Amendment No. 1 to the Registration Statement (the “Amendment”) to you.

The Registrant acknowledges the following:  (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff acting pursuant to delegated authority in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and (iii) the Registrant may not assert Staff comments and the declaration of the effectiveness 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,

/s/ Meredith S. Mouer

Meredith S. Mouer

cc:           Meg A. Gentle (Cheniere Energy Partners, L.P.)

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

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant's Responses to

SEC Comment Letter dated September 15, 2010

General

1.

We note that you are registering a total of 10,891,351 shares of common units in this offering on behalf of Cheniere Common Units Holding, LLC, which appears to be the parent of you.  Given their relationship to you, it appears that Form S-3 is not available to you for purposes of conducting a secondary offering because the offering may not be made on a shelf basis pursuant to Rule 415(a)(1)(i); refer to question 212.15 of the Securities Act Rules Compliance and Disclosure Interpretations.  Accordingly, please revise to identify the selling stockholder as an underwriter within the meaning of Section 2(11) of the Securities Act and otherwise revise your prospectus to reflect that this is a primary offering.  Alternatively, please tell us why you believe you are able to conduct a secondary offering pursuant to Rule 415(a)(1)(i) on Form S-3.

Response:

Pursuant to Rule 415(a)(1)(i), an offering of securities may be made if they are “offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.”  The selling unitholder is Cheniere Common Units Holding, LLC (the “Selling Unitholder”), which is not a parent or subsidiary of the registrant, Cheniere Energy Partners, L.P. (the “Registrant”). The following graphic illustrates the organizational structure of the applicable entities:

In Compliance and Disclosure Interpretation (“C&DI”) 612.09, the Staff has set forth certain factors that it considers in determining whether an offering styled as a secondary offering should be recharacterized as a primary offering on behalf of an issuer:

·

how long the selling unitholder has held the common units;

·

the circumstances under which the selling unitholder received the common units;

·

the relationship of the selling unitholder to the issuer;

·

the number of common units being sold;

1

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant's Responses to

SEC Comment Letter dated September 15, 2010

·

whether the selling unitholder is in the business of underwriting securities; and

·

whether under all of the circumstances it appears that the selling unitholder is acting as a conduit for the issuer.

For the reasons set forth below, the Registrant believes that the offering of securities to be registered pursuant to the Registration Statement on behalf of the Selling Unitholder is clearly a secondary offering and not a primary offering and is eligible to be made under Rule 415(a)(1)(i) under the Securities Act of 1933, as amended (the “Securities Act”), as contemplated by the Registration Statement.

Ownership of Common Units

The Registrant’s common units (which represent limited partner interests in the Registrant) that the Selling Unitholder proposes to register were originally issued in March 2007 in connection with the Registrant’s initial public offering.  These common units were originally issued to Cheniere LNG Holdings, LLC, an indirect subsidiary of Cheniere Energy, Inc., and subsequently contributed to the Selling Unitholder, a wholly-owned subsidiary of Cheniere LNG Holdings, LLC, in April 2008.  Accordingly, the Selling Unitholder has owned all of the common units that it proposes to register on the Registration Statement for more than two years.

The Registrant has included the common units held by the Selling Unitholder in the Registration Statement pursuant to contractual registration rights that the Selling Unitholder has under Section 7.12(c) of the Registrant’s First Amended and Restated Agreement of Limited Partnership, which was entered into more than three years ago.  The decision to exercise these registration rights at this time, and the decision to require that all of the Selling Unitholder’s common units be registered with the SEC, were both decisions made by the Selling Unitholder and not by the Registrant.  From the point of view of the Registrant, filing the resale shelf portion of the Registration Statement entails incremental legal, accounting and printing costs and filing fees and no offsetting benefits, and the Registrant would not be filing the resale shelf portion of the Registration Statement in the absence of the Selling Unitholder’s exercise of its contractual registration rights.  The Registrant will not receive any proceeds, directly or indirectly, from any sale of common units by the Selling Unitholder.

2

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant's Responses to

SEC Comment Letter dated September 15, 2010

Relationship of the Selling Unitholder to the Registrant

As mentioned above, the Selling Unitholder is neither a parent nor a subsidiary of the Registrant.  Although the Selling Unitholder may be considered an “affiliate” of the Registrant through common ownership by Cheniere Energy, Inc., the Staff has taken a no-action position to permit a secondary offering pursuant to Rule 415(a)(1)(i) by shareholders who may be deemed to be affiliates of the issuer.  See National Capital Real Estate Trust, SEC No-Action Letter (Oct. 13, 1987). The Staff has also indicated in C&DI 212.15 that affiliates of issuers may make secondary offerings of the issuer’s securities because they are not necessarily treated as being the alter egos of the issuers.  In this case, the Selling Unitholder, as a limited partner, has no control over the Registrant.  The Registrant has a general partner, with its own board of directors (including independent directors), and the general partner controls the Registrant.  The Selling Unitholder has no ownership interest in or control over the general partner.

Number of Common Units Being Sold

Although the Selling Unitholder is registering a large number of common units, this is only one of the factors cited in C&DI 612.09 to be considered when determining whether a secondary offering should be considered a primary offering on behalf of the registrant.  Where an offering otherwise constitutes a secondary offering, there is nothing inherent in the registration of a large number of common units by a selling unitholder that transmutes a secondary offering into a primary offering–the number of securities registered is just one possible indicator that an offering styled as a secondary offering might instead be a primary transaction.  For the reasons set forth in this response, we believe that the common units being registered for resale by the Selling Unitholder are clearly being registered for the benefit of the Selling Unitholder, which has held its common units for over two years, and not for the benefit of, or otherwise on behalf of, the Registrant.

The Registrant also notes that it is eligible to use Form S-3 itself for offering common units for its own account.  The Registrant is aware of the Staff’s concern that, in other situations, investors have acquired restricted securities and have sought to dispose of such securities in a secondary offering registered on Form S-3 although the issuer itself it not eligible to use Form S-3.  Here, the Registrant is eligible and the Selling Unitholder has held the common units to be registered for over two years.  Thus, this case does not involve the type of situation with which the Staff has been concerned.  On the contrary, in this case, if the proposed offering by the Selling Unitholder was registered for sale on the Registrant’s behalf, the Registrant believes that investors could be misled or mistakenly infer that the number of outstanding common units would be increased by the sale of the common units held by the Selling Unitholder or that the Registrant would receive the proceeds from that offering.  In fact, the proposed sale by the Selling Unitholder would have no effect on the number of outstanding common units or, importantly, on the ability of the Registrant to continue its current level of distributions on each common unit.  Likewise, the proposed sale by the Selling Unitholder would not

3

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant's Responses to

SEC Comment Letter dated September 15, 2010

result in any cash proceeds to the Registrant, now or at any time in the future, either directly or indirectly.  Unlike a subsidiary that receives funding from its parent, the Registrant does not receive any funding from the Selling Unitholder, whether in the form of capital contributions or loans, and does not expect to do so at any time in the future.

Business of Underwriting

The Selling Unitholder is not an “underwriter.”  The term underwriter under Section 2(11) of the Securities Act includes any person who has purchased securities from an issuer with a view to the distribution of the securities.  As described above, the Selling Unitholder has held the common units for more than two years.  It acquired the common units with investment intent and not with a view to distribute such common units.  As described above, the registration of the common units is solely for the account of the Selling Unitholder and not for the benefit of the Registrant.  Accordingly, the Registrant believes that the Selling Unitholder is not an “underwriter” as defined in the Securities Act.

Conduit for the Issuer

In light of the fact that the Selling Unitholder has held the common units for more than two years and the units were originally issued by the Registrant more than three years ago, the Selling Unitholder clearly made a long-term investment in the Registrant.  The Registrant will receive no proceeds or any benefit from the sale of the common units held by the Selling Unitholder.  The Selling Unitholder is in no sense the alter ego of the Registrant or acting as a conduit for the Registrant.  The proposed resale shelf registration has none of the indicia of abuse on which the Staff has focused in the past when evaluating whether secondary offerings are actually disguised primary offerings.  The decision to exercise the Selling Unitholder’s contractual registration rights and file the resale portion of the Registration Statement was made by the Selling Unitholder and not by the Registrant.

Conclusion

For the reasons discussed above, the Registrant respectfully submits that the offering by the Selling Unitholder should be viewed as a secondary offering pursuant to Rule 415(a)(1)(i) of Regulation C.

4

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant's Responses to

SEC Comment Letter dated September 15, 2010

Material Tax Consequences, page 47

2.

Please provide, in this section, the disclosures set forth in Guide 5 under Item 12G Tax Liabilities in Later Years and Item 12K Liquidation or Termination of the Partnership or tell us why it is not appropriate for you to do so.

Response:

In response to this comment, we have enhanced the disclosure on page 50 of the Amendment.

Item 17, Undertakings, page II-2

3.

Please provide the undertakings in Item 20 of Guide 5 - Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships that apply to you.  Please refer to Securities Act Release 33-6900 (June 17, 1991).

Response:

In response to this comment, we have revised the undertakings accordingly on page II-4 of the Amendment.

Exhibit 5.1

4.

The legal opinion states on page 5 that “[t]his legal opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law…”  Please be advised that in order for your registration statement to be declared effective, it will be necessary for counsel to file an opinion dated as of the effective date.  Alternatively, counsel should remove the limitations from the opinion at least at it relates to the opinion rendered as to the Secondary Common Units.

Response:

In response to this comment, we have revised the referenced sentence in Exhibit 5.1 filed with the Amendment to clarify that the opinion will be current as of the effective date of the registration statement.

5

Cheniere Energy Partners, L.P.

Form S-3 (File No. 333-168942)

Registrant's Responses to

SEC Comment Letter dated September 15, 2010

5.

We also note the assumption you included in the final sentence of the final paragraph.  Please either remove this assumption or advise why it is not appropriate for you to do so and revise the statement to make it clear what you are assuming.

Response:

In response to this comment, we have removed the referenced assumption in Exhibit 5.1 filed with the Amendment.

Exhibit 8.1

6.

We note that tax opinion states on page 2 that “[o]ur opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the effective date of the Registration Statement.”  Please be advised that in order for you to become effective, it will be necessary for counsel to file an opinion dated as of the effective date.  Alternatively, counsel should remove this limitation from the opinion.

Response:

In response to this comment, we have revised the referenced sentence in Exhibit 8.1 filed with the Amendment to clarify that the opinion will be current as of the effective date of the registration statement.

6

CORRESP
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filename1.htm

Acceleration Request

 Cheniere Energy Partners, L.P.

 717 Texas Avenue, Suite 3100

 Houston, Texas 77002

 March 15, 2007

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 7010

 Washington, D.C. 20549-7010

 Attention: Mr. H. Christopher Owings

Re:

Request for Acceleration of Effectiveness of Registration Statement on Form S-1

(No. 333-139572) of Cheniere Energy Partners, L.P.

 Ladies and Gentlemen:

 On behalf of Cheniere Energy Partners, L.P. (the “Company”), and pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 2:00 p.m., Washington, D.C. time, on Tuesday,
March 20, 2007, or as soon thereafter as practicable. The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

•

 the Company may not assert the Commission’s comments or the declaration of the Registration Statement’s effectiveness as a defense in any proceedings
initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

/s/ Anne V. Vaughan

 Name:

Anne V. Vaughan

 Title:

Secretary

 March 15, 2007

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. H. Christopher Owings

 Re:

 Cheniere Energy Partners, L.P. (the “Partnership”)

 Registration Statement on Form S-1 (File No. 333-139572) (the “Registration Statement”)

 Dear Ladies and Gentlemen:

 As representatives of the several underwriters of the Partnership’s proposed public offering, we hereby join the Partnership’s request that the effective date
of the above-captioned Registration Statement be accelerated so that the same will become effective on March 20, 2007 at 2:00 P.M., Eastern Daylight Time, or as soon as practicable thereafter.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

 (i)

Date of preliminary prospectus: March 7, 2007

 (ii)

Dates of distribution: March 8, 2007—March 16, 2007

 (iii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 9

 (iv)

Number of prospectuses so distributed: approximately 18,265

 (v)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Citigroup Global Markets Inc.

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED

 CREDIT
SUISSE SECURITIES (USA) LLC

 By:

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ John C. Cocchiarella

Name:

John C. Cocchiarella

Title:

Senior Vice President

Mail Stop 3561

March 1, 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. 2 to Registrati on Statement on Form S-1
Filed February 14, 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.

Artwork
1. Please make clear in the caption to the artwork that the terminals are not expected to be
completed until the second quarter of 2008.

Select Financial Data of Our Comb ined Predecessor Entities, page 17
2. Please update the tables on pages 17, 68, and elsewhere in your filing, to include the
unaudited pro forma results for the combined predecessor entities, as applicable.

Contractual Obligations, page 76
3. Please include the Sabine Pass LNG G.P. manage ment services agreement in your table and
related disclosure.

Don A. Turkleson
Cheniere Energy Partners, L.P. March 1, 2007 Page 2
Notes to Combined Financial Statements, page F-7
Note 7 – Debt Issuance Costs, page F-13
4. Please disclose the senior notes coverage defi ciency in the select financial data table on
page 17 and include an exhibit of the computati on of the ratio of earnings to fixed charges,
similar to the disclosure and exhibit in the Sa bine Pass LNG, L.P. re gistration statement.
See Items 503(d) and 601(a )(12) of Regulation S-K.

Unaudited Pro Forma Combined Condensed Balance Sheet, page F-23
5. Please tell us if you intend to disclose the subor dinated units as convertib le in future audited
balance sheets.  We refer you to Note 4 whic h discloses these units will convert into
common units at the end of the subordination peri od.  See Rule 5-02.30 of Regulation S-X.

Unaudited Pro Forma Combined Condensed  Statement of Operations, page F-24
6. We note that common and subordina ted unit holders are entitled to participate differently in
the distribution reserve until the end of the s ubordination period.  For example, you disclose
that common unit holders receive a full quarterly distribution, plus arrearages, before subordinated unit holders may participate in cash distributions.  We refer you to page 50
and the tabular forecast for available cash di stributions on page 53.  Please tell us your
consideration of the applicab ility of the two-class method on the pro forma and future
earnings per unit (EPU) presentations.  See EITF  03-6.  Accordingly, plea se advise or revise
your pro forma EPU presentation to separate ly present EPU for common and subordinated
unit holders based on contractual participation ri ghts.  Please also expand the loss per unit
disclosure to discuss the application of the two-cla ss method between common and
subordinated unit holders.

Exhibit 5.1
7. The legal opinion refers to the “Delaware Revised Uniform Limited Partnership Act.”
Please have counsel confirm for us in writing that the legality opinion concurs with our
understanding that the reference and limitation to the Delaware Revised Uniform Limited Partnership Act
 includes the statutory provisions and al so all applicable provisions of the
Delaware Constitution and the reported judicial cases interpreting those laws currently in effect.  Please file this confirmati on as correspondence on the EDGAR system.

* * * * *

Don A. Turkleson
Cheniere Energy Partners, L.P. March 1, 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

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