SecProbe.io

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 May 2, 2025

Zach Davis
Chief Financial Officer
Cheniere Energy, Inc.
845 Texas Avenue, Suite 1250
Houston, Texas 77002

 Re: Cheniere Energy, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 20, 2025
 File No. 001-16383
Dear Zach Davis:

 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 their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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</DOCUMENT>

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 Document   Cheniere Energy, Inc. April 25, 2025 845 Texas Avenue, Suite 1250 Houston, TX 77002 Phone: (713) 375-5000 Fax: (713) 375-6000 Cheniere.com VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Ms. Lily Dang and Mr. Gus Rodriguez Re: Cheniere Energy, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed February 20, 2025 File No. 001-16383 Dear Ms. Dang and Mr. Rodriguez: Set forth below are the responses of Cheniere Energy, Inc. (“ Cheniere ”, “ we ”, “ us ”, “ our ”, or the “ Company ”), a Delaware corporation, to the comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission by letter dated April 11, 2025, with respect to our Form 10-K for the Fiscal Year ended December 31, 2024, as filed on February 20, 2025 (the “ 10-K ”) (File No. 001-16383). For the Staff’s convenience, our response is preceded by the 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. Form 10-K for the Fiscal Year ended December 31, 2024 Business and Properties, page 5 1) We note your disclosures on pages 6 and 60 regarding expansion projects for additional liquefaction capacity at your SPL Project and CCL Project, indicating that you have begun commercialization, although also indicating development of these and other projects, including infrastructure projects, depend on obtaining acceptable commercial and financing arrangements before a final investment decision (FID) can be made. We also note that you have various disclosures regarding the Corpus Christi Stage 3 Project, including the status and risks of possible cost overruns, as appear on pages 7, 22 and 44, although without the associated financial details. 1 Please expand your disclosures within MD&A to discuss the estimated costs of the projects, timeframes necessary to complete the projects and to assess viability for those on which an FID has not occurred. Please discuss the current status of each material project, stages within the projects, extent to which financing has been secured, nature of activities yet to complete, and implications of any material uncertainties to comply with Item 303(a) and (b)(1) of Regulation S-K. Response : We respectfully acknowledge the Staff’s comment and advise the Staff that the Company’s long-term capital allocation plan is designed to invest in accretive organic growth, subject to disciplined capital investment parameters. Final investment decisions (“ FID ”) on growth projects contemplate a project’s technical and economic viability, including consideration to the receipt of necessary authorizations and permits; the anticipated availability of liquidity and capital resources to construct, commission, and operate the project; technical feasibility and risk-based assessment of the project; and financial viability of the project based on securing the necessary commercial contracts to underpin investment and long-term value creation for our shareholders and other stakeholders. FID is ultimately overseen by our Board of Directors to ensure decisions align with the Company's strategic goals and shareholder value, with pre-FID project development lifecycles and post-FID construction each representing a multi-year assessment and execution process by the Company. Responsive to the Staff’s comment, in future filings, we intend to consolidate and clarify disclosure regarding the status of defined projects under development for which an FID has not yet been made as follows ( with the underlined text marking new or consolidated existing disclosure ): Disciplined Accretive Growth Our capital allocation plan is designed, in part, to invest in financially disciplined growth accretive to our common stock. Capital investment parameters are the foundation of our disciplined, accretive growth, and include consideration to: • Achieving value accretive returns through long-term commercial contracts: We aim to contract approximately 80-90% of our current and planned liquefaction capacity under long-term SPAs and IPM agreements with creditworthy counterparties under the pricing structures described in [Overview], with targeted unlevered returns that exceed our cost of equity and return on stock at prevailing stock prices. Our success in securing long-term commercial contracts at desired returns is influenced by global LNG and natural gas market conditions and other uncertainties described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2024. • Achieving credit accretive returns: We aim to conservatively fund our projects through financing structures that sustain our long-term, run-rate leverage and credit metrics. Our ability to secure the required financing is influenced by market interest rates and other factors described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2024. The Company is currently developing expansions adjacent to the CCL Project and SPL Project, with an expected production capacity of approximately 3 mtpa of LNG (the “ CCL Midscale Trains 8 & 9 Project ”) and total production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “ SPL Expansion Project ”), respectively. The development of such projects requires, among other things, regulatory approvals and acceptable commercial and financing arrangements before we make a positive FID. Risks associated with cost overruns and delays in the completion of our expansion projects, including the Corpus Christi Stage 3 Project, are described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2024. 2 The following summarizes pre-FID development efforts and certain key milestones associated with the CCL Midscale Trains 8 & 9 Project and SPL Expansion Project: CCL Midscale Trains 8 & 9 Project SPL Expansion Project Expected total production capacity of LNG (1) ~ 3 mtpa Up to ~ 20 mtpa Milestone Regulatory (2) FERC authorizations:     Positive environmental assessment ü Pending     Order under Section 3 of NGA ü Pending     Certification to commence construction DOE export authorization:     FTA countries ü ü     Non-FTA countries Pending Pending Financing Financing (3) Commercialization Definitive commercial agreements (4) In process In process Definitive full-scope EPC contract Critical Milestone Target FID (5) 2025 2026/2027 ü indicates receipt of authorization, subject to ongoing conditionality (1) Anticipated based on capacity, scale, location and infrastructure. Subject to regulatory review and approval and may change based on design considerations, engagement with contractors, and other factors. Subject to adjustment for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities. (2) Our activities, including our expansion activities, are highly regulated, and require regulatory approvals at various stages, including approvals of the FERC and DOE under Sections 3 and 7 of the NGA, as well as several other material governmental and regulatory approvals and permits. The progression of our expansion projects is dependent on receiving all regulatory approvals required within the respective stages. See our annual report on Form 10-K for the fiscal year ended December 31, 2024 for further discussion of the regulations under federal, state and local statutes, rules, regulations and laws to which we are subject and associated risks factors relating to regulations. (3) We anticipate drawing on current committed facilities and/or incurring additional debt to finance the construction of the CCL Midscale Trains 8 & 9 Project and the SPL Expansion Project, if we reach a positive FID. (4) Liquefaction capacity and natural gas supply partially contracted by Cheniere Marketing and SPL Stage V through SPA or IPM agreements conditioned on additional liquefaction capacity beyond what is currently in construction or operation. We believe we have secured sufficient commercial SPAs and/or IPM agreements to support the construction of the CCL Midscale Trains 8 & 9 Project, subject to relevant conditions precedent, review of project economics, and assignment or novation of such agreements to the project entity. (5) Potentially subject to phased FID. Any positive FID is subject to achievement of or consideration to relevant milestones and capital investment parameters described herein. We believe such disclosure consolidates decision-useful information for stakeholders while conforming to requirements set forth in Item 303(a) and (b)(1) of Regulation S-K. 3 We acknowledge the Staff’s request for expansion of the disclosures within MD&A to include the estimated costs of the projects. As we have not yet executed a full-scope engineering, procurement and construction (“EPC”) contract for either the CCL Midscale Trains 8 & 9 Project or SPL Expansion Project, we respectfully submit, pursuant to Item 303(b)(1) of Regulation S-K, that the Company has no material cash requirements for disclosure. In addition, we are currently not positioned to provide a meaningful, accurate, and reliable estimate as to the terms and conditions of any potential agreements and the estimated costs. Subject to execution of an EPC contract, consistent with our historic disclosure, we intend to disclose such contractual commitment. As set forth on pages 7, 22 and 44 of the 10-K, we have disclosed both the status and risk of possible cost overruns with respect to the Corpus Christi Stage 3 Project, in which a positive FID was reached in 2022, and construction efforts are ongoing. We have entered into a fixed price, lump sum turnkey contract for engineering, procurement, and construction of the Corpus Christi Stage 3 Project, in which our contractor charges a fixed price and primarily bears project cost, schedule, and performance risks unless certain specified events under our direction or control occur that require our contractor to cause us to enter into a change order, or we agree with our contractor to a change order. Such fixed price structures limit our exposure to future price volatility, particularly to commodity prices and direct labor costs. As disclosed on page 22 of the 10-K, historically we have not experienced cost overruns or construction delays that have had a significant adverse impact on our operations for our existing infrastructure investment, including in conjunction with the ultimate achievement of substantial completion of the first train of the Corpus Christi Stage 3 Project in March 2025. In addition, we have not identified likely cost overruns across the remaining Corpus Christi Stage 3 Project infrastructure currently under construction. However, factors giving rise to cost overruns or construction delays in the future may be outside of our control and could have a material adverse effect on our current or future business, contracts, financial condition, operating results, cash flow, liquidity, and prospects, as we have disclosed on page 22 of the 10-K. Pursuant to disclosure requirements set forth in Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) 440-10-50 and Items 105, 303(a), and 303(b)(1) of Regulation S-K, we have disclosed potential risk factors associated with future spend (pages 18-19 of the 10-K) and construction activities (page 23 of the 10-K), while also discussing (i) construction status (pages 8 and 44 of the 10-K), (ii) material uses of cash for construction-related activities (pages 44 and 47 of the 10-K), (iii) remaining contractual or known commitments (pages 43 and 91 of the 10-K), and (iv) available liquidity to support construction-related activities (pages 40, 43, and 79-80 of the 10-K). Note 2 – Summary of Significant Accounting Policies, page 60 Revenue Recognition, page 61 2) We note that you mention principal versus agent considerations in your revenue recognition accounting policy on page 62 and the gross versus net reporting conventions that are correlated with your assessments, although it is unclear whether you have any material recurring transactions where your role is limited or unclear. Please clarify the extent to which you have material arrangements that are being reported on a net basis, or on a gross basis and that involve significant judgment in making a determination, based on the guidance in FASB ASC 606-10-55-36 to 55-40, and if so please identify and discuss the subjective areas of application, and how these types of arrangements were considered in formulating your disaggregated revenue disclosure based on the guidance in FASB ASC 606-10-50-5. Response : We respectfully acknowledge the Staff’s comment and advise the Staff that the Company had no material revenue arrangements reported on a net basis, and we have not identified matters involving significant judgment in our determination that revenue from contracts with customers should be reported on a gross basis. Likewise, we respectfully advise the Staff that the Company believes its disclosure in Note 12 – Revenues in the 10-K, complies with the disaggregated revenue disclosure requirements set forth in FASB ASC 606-10-50-5 and -55-89 through -55-91. 4 We note the Staff’s reference to the Company’s disclosure in Note 2 – Summary of Significant Accounting Policies (Revenue Recognition) in the 10-K that “ we assess whether we are the principal or the agent in the arrangement. Arrangements where we have concluded that we act as a principal are presented within our Consolidated Statements of Operations on a gross basis, and arrangements where we have concluded that we act as an agent are presented within our Consolidated Statements of Operations on a net basis .” Pursuant to the requirements set forth in FASB ASC 235-10-50-3 and in conformity with FASB ASC 606-10-55-36 through -55-40, the intent of our disclosure was to describe the accounting principles applied by the Company rather than limit solely to the material judgments as to the appropriateness of principles relating to recognition of revenue. However, responsive to the Staff’s comment, we intend to modify prospective disclosure to clarify the absence or extent of material arrangements reported on a net basis, with conforming disclosure changes to the extent of material arrangements reported on a net basis or significant judgments thereto. We hope that the foregoing has been responsive to the Staff’s comments, and we appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding our response, please feel free to contact me at (713) 375-5712. Sincerely, /s/ David Slack David Slack Senior Vice President and Chief Accounting Officer cc: Jack A. Fusco, Cheniere Energy, Inc. Zach Davis, Cheniere Energy, Inc. Sean Markowitz, Cheniere Energy, Inc. George J. Vlahakos, Sidley Austin LLP Sonia G. Barros, Sidley Austin LLP 5

<DOCUMENT>
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<TEXT>
 April 11, 2025

Zach Davis
Chief Financial Officer
Cheniere Energy, Inc.
845 Texas Avenue, Suite 1250
Houston, Texas 77002

 Re: Cheniere Energy, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 20, 2025
 File No. 001-16383
Dear Zach Davis:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year ended December 31, 2024
Business and Properties, page 5

1. We note your disclosures on pages 6 and 60 regarding expansion projects
for
 additional liquefaction capacity at your SPL Project and CCL Project,
indicating that
 you have begun commercialization, although also indicating development
of these and
 other projects, including infrastructure projects, depend on obtaining
acceptable
 commercial and financing arrangements before a final investment decision
(FID) can
 be made. We also note that you have various disclosures regarding the
Corpus Christi
 Stage 3 Project, including the status and risks of possible cost
overruns, as appear on
 pages 7, 22 and 44, although without the associated financial details.

 Please expand your disclosures within MD&A to discuss the estimated
costs of the
 projects, timeframes necessary to complete the projects and to assess
viability for
 those on which an FID has not occurred. Please discuss the current
status of each
 material project, stages within the projects, extent to which financing
has been
 securred, nature of activities yet to complete, and implications of any
material
 uncertainties to comply with Item 303(a) and (b)(1) of Regulation S-K.
 April 11, 2025
Page 2

Note 2 - Summary of Significant Accounting Policies, page 60
Revenue Recognition, page 61

2. We note that you metion princpal versus agent considerations in your
revenue
 recognition accounting policy on page 62 and the gross versus net
reporting
 conventions that are correlated with your assessments, although it is
unclear whether
 you have any material recurring transactions where your role is limited
or unclear.

 Please clarify the extent to which you have material arrangments that
are being
 reported on a net basis, or on a gross basis and that involve
significant judgment in
 making a determination, based on the guidance in FASB ASC 606-10-55-36
to 55-40,
 and if so please identify and discuss the subjective areas of
application, and how
 these types of arrangements were considered in formulating your
disaggregated
 revenue disclosure based on the guidance in FASB ASC 606-10-50-5.

 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 Lily Dang at 202-551-3867 or Gus Rodriguez at
202-551-3752 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
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 CHENIERE ENERGY, INC.

845 Texas Avenue, Suite 1250

Houston, Texas 77002

September 3, 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. 333-281726) of Cheniere Energy, Inc.

 Dear Ms. Rios:

On behalf of Cheniere Energy, Inc., 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 September 5, 2024, or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

CHENIERE ENERGY, INC.

By:

 /s/ Zach Davis

 Zach Davis

 Executive Vice President and Chief
Financial

 Officer

 Signature Page to Acceleration Request

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 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 September 3, 2024

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy, Inc.

Registration Statement on Form S-4.

Ladies and Gentlemen:

 On August 22, 2024,
Cheniere Energy, Inc. (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,

/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, Inc.

845 Texas Avenue, Suite 1250

Houston, Texas 77002

September 3, 2024

 VIA EDGAR

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Cheniere Energy, Inc. Exchange Offer.

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy, Inc. (the “Issuer”) to issue registered 5.650% Senior Notes due 2034 (the “New Notes”) in exchange for its outstanding 5.650% 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
August 22, 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

September 3, 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, INC.

By:

 /s/ Zach Davis

 Zach Davis

 Executive Vice President and Chief
Financial Officer

 Signature Page to Exxon Capital Letter

August 28, 2024
Zach Davis
Chief Financial Officer
Cheniere Energy, Inc.
845 Texas Avenue, Suite 1250
Houston, Texas 77002
Re:Cheniere Energy, Inc.
Registration Statement on Form S-4
Filed August 22, 2024
File No. 333-281726
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 Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:George Vlahakos, Esq.

United States securities and exchange commission logo
May 26, 2023
Jack A. Fusco
Chief Executive Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, Texas 77002
Re:Cheniere Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 23, 2023
File No. 001-16383
Dear Jack A. Fusco:
            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 their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Document

 Cheniere Energy, Inc.

700 Milam Street, Suite 1900

Houston, TX 77002

Tel: (713) 375-5000

Fax: (713) 375-6000

May 15, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Messrs. Joseph Klinko and John Cannarella

Re: Cheniere Energy, Inc.

 Form 10-K for the Fiscal Year ended December 31, 2022

 Filed February 23, 2023

  File No. 001-16383

Dear Messrs. Klinko and Cannarella:

Set forth below are the responses of Cheniere Energy, Inc. (“Cheniere”, “we”, “us”, “our”, or the “Company”), a Delaware corporation, 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 May 2, 2023, with respect to our Form 10-K for the Fiscal Year ended December 31, 2022, filed February 23, 2023 (the “10-K”) (File No. 001-16383). For the Staff’s convenience, our response 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.

Form 10-K for Fiscal Year ended December 31, 2022

Risk Factors

Risks Relating to our Financial Matters

Our ability to declare and pay dividends and repurchase shares is subject to certain considerations., page 20

1)We note your disclosure explaining that dividends are authorized and determined by your Board and depend upon a number of factors, including the amount of cash available for distribution. Please clarify the extent to which the measure of cash available for distribution utilized by your Board is calculated in the same manner as distributable cash flow, as disclosed in the Form 8-K that you filed on February 23, 2023, and address the following points concerning the disclosures in your earnings release.

1

Response:  We respectfully acknowledge the Staff’s comment and advise the Staff that the measure of cash available for distribution utilized by the Board of Directors is not intended to be an alternative to or proxy for Cheniere’s Distributable Cash Flow (“DCF”), as disclosed and defined in the Form 8-K that we filed on February 23, 2023.

We utilize DCF as a performance measure of the profitability that is available to our common stockholders which, at the discretion of our Board of Directors, could be deployed in the form of dividends, stock repurchases, retirement of debt, or expansion capital expenditures. Because DCF is used by us and the investment community to evaluate the performance to the common equity holders as well as to measure the value of the common equity, it is closely aligned with corporate performance and investment valuation measures.

In contrast, the measure of cash available for distribution, as utilized by our Board of Directors and disclosed in our 10-K, is a liquidity measure that quantifies our ability to declare and pay dividends and repurchase shares, at a point in time, subsequent to satisfying our financial obligations as they come due, including amounts reserved for annual debt repayment and other cash outlays, including capital allocation goals, anticipated capital expenditures and cash reserves to provide for the proper conduct of business.

•We note that your non-GAAP measure of distributable cash flow reflects deductions from net income for maintenance capital expenditures although you have combined such expenditures with income tax and other expense. Please revise this disclosure to separately identify each reconciling item, including the amounts that you characterize as maintenance capital expenditures, for each period.

Response: We respectfully acknowledge the Staff’s comment and confirm that future filings will separately identify each reconciling item, including amounts characterized as maintenance capital expenditures, irrespective of quantitative significance.

•Given that depreciation and amortization would ordinarily reflect an allocation of the costs of physical assets over their useful lives, tell us why maintenance capital expenditures would not approximate the amount of depreciation and amortization on an average long-term basis if this is the case.

Response: We believe DCF has historically and continues to be an accurate and useful measure of cash generated from the operations of the Company, adjusted for non-controlling interest. Such measure of performance excludes depreciation and amortization (“D&A”) from the most comparable U.S. GAAP measure, net income attributable to common stockholders, and instead reduces net income attributable to common stock by maintenance capital expenditures.

We replace D&A with maintenance capital expenditures because we believe maintenance capital expenditures are more representative of the direct resource cost allocation of productive capacity to sustain the life of our consolidated production facility assets than D&A. This view is underpinned by (1) maintenance recommendations set forth by our engineering, construction, technology, and infrastructure suppliers, (2) regulatory, safety, and compliance requirements, and (3) our own knowledge and experience of project management and infrastructure. Use of maintenance capital expenditures, in our view, more closely aligns with multiple economic and operational variables, including inflation, market value of assets, economic returns, and technological advancements and appropriately segregates the conceptual basis of maintenance and expansion capital expenditures.

2

•Please disclose how your maintenance capital expenditures are computed and appropriately differentiated from expansion capital expenditures.

Response: Maintenance capital expenditure amounts included in the determination of DCF reflect the actual or accrued maintenance expenditures for each respective period. Maintenance capital expenditures are cash expenditures or accruals made to maintain, over the long-term, our operating capacity, system integrity, reliability and compliance with regulatory and safety requirements. Examples of maintenance capital expenditures include costs to refurbish and replace liquefied natural gas terminal assets. Maintenance capital expenditures represent the anticipated required reinvestment of cash into our existing infrastructure and, as such, reduces the cash generated from the operations of our infrastructure. Accordingly, we deduct these amounts from our DCF measure.

In contrast, expansion capital expenditures reflect actual or accrued expenditures to grow our business or expand or upgrade existing facilities. Examples of expansion capital expenditures, as described in our 10-K, include the expansion of our Corpus Christi LNG terminal for incremental production capacity. Unlike maintenance capital expenditures, expansion capital expenditures are expected to increase our asset base, operating income, and/or operating capacity over the long-term. As described in our 10-K, pursuit of accretive growth of our platform within defined capital investment parameters is one of the pillars of our long-term capital allocation priorities.

We designate each individual capital project at inception based on the nature of the project, and amounts are accumulated based on charges to the specific projects each period.

To provide greater clarity to stakeholders, we intend to expand our disclosure of DCF in future filings to distinguish characteristics between the two types of capital expenditures, noting:

“Capital spending for our business consists primarily of:

•Maintenance capital expenditures. These expenditures include costs which qualify for capitalization that are required to sustain property, plant, and equipment reliability and safety and to address environmental or other regulatory requirements rather than to generate incremental distributable cash flow; and

•Expansion capital expenditures. These expenditures are undertaken primarily to generate incremental distributable cash flow and include investment in accretive organic growth, acquisition or construction of additional complementary assets to grow our business, along with expenditures to enhance the productivity and efficiency of our existing facilities.”

We believe reconciling adjustments made in deriving our DCF measure are meaningful. Additionally, we believe that the expanded disclosure of maintenance capital and expansion capital expenditures will further describe the benefits realized from those expenditures.

3

•Given your disclosure indicating that distributable cash flow may be used to measure and estimate the ability of your assets to generate cash earnings after servicing your debt, paying cash taxes and expending sustaining capital, that could be used for discretionary purposes such as common stock dividends, stock repurchases, retirement of debt, or expansion capital expenditures, please clarify how expansion capital expenditures are appropriately characterized as discretionary, in your view, considering the financial obligations associated with your EPC contracts.

Response: We respectfully acknowledge the Staff’s comment and recognize expansion capital expenditures may encompass financial obligations from committed and effective contracts, including our EPC contracts. While our EPC contracts include termination rights, including for convenience, as described on Form 8-K filed with the Commission on March 1, 2022, and Exhibit 10.93 to our 10-K, we do not currently expect such right to be exercised.

Use of discretionary terminology was intended to highlight discretion by our Board of Directors and management to authorize expansion capital projects pursuant to our capital investment parameters, of which future expected generation of DCF is an underlying consideration.

To provide greater clarity to stakeholders, we intend to enhance disclosure in future filings to state: “We believe Distributable Cash Flow is a useful performance measure for management, investors and other users of our financial information to evaluate our performance and to measure and estimate the ability of our assets to generate cash earnings after servicing our debt, paying cash taxes and expending sustaining capital, that could be used for discretionary purposes considered for deployment by our Board of Directors pursuant to our capital allocation plan, such as by way of common stock dividends, stock repurchases, retirement of debt, or expansion capital expenditures. Distributable Cash Flow is not intended to represent cash flows from operations or net income (loss) as defined by U.S. GAAP and is not necessarily comparable to similarly titled measures reported by other companies.”

We believe this clarification, along with other enhancements highlighted herein, will provide additional clarity to stakeholders as to the reconciling components and purpose of DCF.

We hope that the foregoing has been responsive to the Staff’s comments, and we appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filings. Should you have any questions or comments regarding our response, please feel free to contact me at (713) 375-5712.

Sincerely,

/s/ David Slack

David Slack

Vice President and Chief Accounting Officer

cc: Jack A. Fusco, Cheniere Energy, Inc.

 Zach Davis, Cheniere Energy, Inc.

 Sean Markowitz, Cheniere Energy, Inc.

 George J. Vlahakos, Sidley Austin LLP

 Sonia G. Barros, Sidley Austin LLP

4

United States securities and exchange commission logo
May 2, 2023
Jack A. Fusco
Chief Executive Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, Texas 77002
Re:Cheniere Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 23, 2023
File No. 001-16383
Dear Jack A. Fusco:
            We have limited our review of your filing 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 business days by providing the requested
information or advise 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 the Fiscal Year ended December 31, 2022
Risk Factors
Risks Relating to our Financial Matters
Our ability to declare and pay dividends and repurchase shares is subject to certain
considerations., page 20
1.We note your disclosure explaining that dividends are authorized and determined by your
Board and depend upon a number of factors, including the amount of cash available for
distribution.  Please clarify the extent to which the measure of cash available for
distribution utilized by your Board is calculated in the same manner as distributable cash
flow, as disclosed in the Form 8-K that you filed on February 23, 2023, and address the
following points concerning the disclosures in your earnings release.

•We note that your non-GAAP measure of distributable cash flow reflects deductions
from net income for maintenance capital expenditures although you have combined

 FirstName LastNameJack A. Fusco
 Comapany NameCheniere Energy, Inc.
 May 2, 2023 Page 2
 FirstName LastName
Jack A. Fusco
Cheniere Energy, Inc.
May 2, 2023
Page 2
such expenditures with income tax and other expense.  Please revise this disclosure to
separately identify each reconciling item, including the amounts that you characterize
as maintenance capital expenditures, for each period.

•Given that depreciation and amortization would ordinarily reflect an allocation of the
costs of physical assets over their useful lives, tell us why maintenance capital
expenditures would not approximate the amount of depreciation and amortization on
an average long-term basis if this is the case.

•Please disclose how your maintenance capital expenditures are computed and
appropriately differentiated from expansion capital expenditures.

•Given your disclosure indicating that distributable cash flow may be used to measure
and estimate the ability of your assets to generate cash earnings after servicing your
debt, paying cash taxes and expending sustaining capital, that could be used for
discretionary purposes such as common stock dividends, stock repurchases,
retirement of debt, or expansion capital expenditures, please clarify how expansion
capital expenditures are appropriately characterized as discretionary, in your view,
considering the financial obligations associated with your EPC contracts.
            In closing, 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 Joseph Klinko, Staff Accountant, at (202) 551-3824 or John Cannarella,
Staff Accountant, at (202) 551-3337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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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 4, 2021

VIA EDGAR

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy, Inc.

 Registration Statement on Form S-4.

Ladies and Gentlemen:

 On May 28, 2021,
Cheniere Energy, Inc. (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, Inc.

700 Milam Street, Suite 1900

Houston, Texas 77002

 June 4,
2021

 VIA EDGAR

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Cheniere Energy, Inc. Exchange Offer.

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy, Inc. (the “Issuer”) to issue registered 4.625% Senior Secured Notes due 2028 (the “New Notes”) in exchange for its outstanding 4.625% Senior Secured Notes due
2028 (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 May 28, 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

June 4, 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, INC.

By:

/s/ Zach Davis

 Zach Davis

 Senior Vice President and Chief
Financial Officer

CORRESP
1
filename1.htm

CORRESP

 CHENIERE ENERGY, INC.

700 Milam Street, Suite 1900

Houston, Texas 77002

 June 4,
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: Timothy Collins

Re:
 Registration Statement on Form S-4 (No. 333-256604) of Cheniere Energy, Inc.

 Dear Mr. Collins:

On behalf of Cheniere Energy, Inc., 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 8, 2021, or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

CHENIERE ENERGY, INC.

By:

 /s/ Zach Davis

Zach Davis

Senior Vice President and Chief Financial Officer

 Signature Page to Acceleration Request

United States securities and exchange commission logo
June 3, 2021
Zach Davis
Senior Vice President and Chief Financial Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, Texas 77002
Re:Cheniere Energy, Inc.
Registration Statement on Form S-4
Filed May 28, 2021
File No. 333-256604
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 Timothy Collins at 202-551-3176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       George Vlahakos

CORRESP
1
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CORRESP

 August 17, 2018

VIA EDGAR

 Mara Ransom

Assistant Director, Office of Consumer Products

 Division of
Corporation Finance

 Securities and Exchange Commission

 100
F Street, N.E.

 Washington, D.C. 20549

Re:    Acceleration Request for Cheniere Energy, Inc. Registration Statement on Form S-4
(File No. 333-226231)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended,
Cheniere Energy, Inc. hereby requests that the effective date of the above-captioned Registration Statement on Form S-4 be accelerated to 5:00 p.m., Eastern Time, on August 21, 2018, or as soon as
practicable thereafter.

 Please contact Frank Aquila of Sullivan & Cromwell LLP via telephone at (212)
558-4048 or via e-mail at aquilaf@sullcrom.com with any questions you may have. In addition, please notify Mr. Aquila when this request for acceleration has been
granted.

Sincerely,

 /s/ Sean N. Markowitz

Name:

Sean N. Markowitz

Title:

General Counsel and Corporate Secretary

cc:
 Francis J. Aquila

Catherine M. Clarkin

 Krishna
Veeraraghavan

 (Sullivan & Cromwell LLP)

Srinivas M. Raju

 Kenneth E.
Jackman

 (Richards, Layton & Finger PA)

George J. Vlahakos

 (Sidley
Austin LLP)

Mail Stop 3561
July 26, 2018

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

Re: Cheniere Energy, Inc.
  Registration Statement on Form S-4
Filed  July 18, 2018
  File No.  333-226231

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
1
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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

CORRESP
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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

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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

January 9, 2015

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

Re: Cheniere Energy, Inc.
 Amendment No. 1  to Definitive Proxy Statement on Schedule 14A
Filed July 25, 2014
File No. 001 -16383

Dear Mr. Wortley:

We have completed our review of your filing .  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  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  to be certain that the filing  include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Elizabeth C. Walsh for

 Mara L. Ransom
Assistant Director

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 January 7, 2015

VIA EDGAR AND HAND DELIVERY

 Ms. Mara L. Ransom

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Cheniere Energy, Inc.

Amendment No. 1 to Definitive Proxy Statement on Schedule 14A

Filed July 25, 2014

File No. 001-16383

 Dear Ms. Ransom:

Set forth below are the responses of Cheniere Energy, Inc., a Delaware corporation (the “Company,”
“we,” “us,” 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 December 18, 2014, with respect to Amendment No. 1 to the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No. 001-16383) (the
“Proxy Statement”). 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 Proxy Statement.

 Compensation Discussion and Analysis, page 21

Components of our Executive Compensation, page 27

Annual Cash Bonus, page 28

1.
Please provide further details regarding the specifics of each operational and performance goal, such that it is clear whether the observed outcomes satisfied each such goal. Please also clarify how each goal was
considered or weighted in determining the total amount of each named executive officer’s 2013 annual cash bonus, as well as how the total amount of funding for the Annual Cash Bonus pool was determined. Please also include this information in
future filings, as appropriate and material.

 January 7, 2015

 Page
 2

 Response:

The cash bonus pool is determined in accordance with the Cheniere Energy, Inc. 2011-2013 Bonus Plan (the “Bonus Plan”).
The table on pages 28-29 of the Proxy Statement discloses the goals that were set for the determination of the cash bonus pool. The bulleted items on the right hand side of the table describe how each operational and performance goal was achieved.
Because each goal that was set was achieved, the Company determined that listing each goal as well as listing each goal that was met would be redundant.

As disclosed on page 29 of the Proxy Statement, the Compensation Committee approved the funding of an Annual Cash Bonus pool for all
employees, including the named executive officers, in the amount of $32 million for 2013, which was determined by adjusting the bonus pool from 2012 for the increased number of eligible employees in 2013, and further increasing such amount by
10 percent based on the Compensation Committee’s view of the overall performance compared to the prior year and the shareholder value created by the Company’s significant stock price appreciation in 2013. Also, as disclosed on
page 29 of the Proxy Statement, a portion of the Annual Cash Bonus pool was allocated by the Compensation Committee to each of the named executive officers based on a recommendation by the CEO and such named executive officers’
contributions in 2013. Both the total amount of funding for the Annual Cash Bonus pool and the portion allocated to each named executive officer were determined by the Compensation Committee based upon the Company exceeding all of its goals rather
than any specified weighting or dollar value assigned to such goals. The Company believes that the list of items on pages 28-29 of the Proxy Statement makes the reasons for the awards of bonuses clear to investors. If all goals are achieved in
future years, we endeavor to include appropriate disclosures concerning the achievement of goals.

 Long-Term Incentive Award, page 29

2.
Please disclose the goals and actual outcomes for each of the Company performance measures listed on page 29 in connection with the LTI awards granted in 2013, as well as how the total number of shares of
restricted stock in the long-term incentive award pool was determined. Please also include this information in future filings, as appropriate and material.

Response:

 The Company
acknowledges the Staff’s comment and advises the Staff that the sole performance measure that drove the determination of the Company’s LTI award pool was expected cash flows generated pursuant to the LNG sale and purchase agreements
entered into for Trains 3 and 4 at the Sabine Pass LNG terminal, as disclosed on page 29 of the Proxy Statement. Awards granted from the LTI award pool consist of (1) milestone awards, which vest based upon certain milestones relating to
financing and constructing Trains 3 and 4 at the Sabine Pass LNG terminal (“Milestone Awards”), and (2) stock price awards, which vest based upon the

 January 7, 2015

 Page
 3

Company’s stock price appreciating to specified levels (“Stock Price Awards”). The specific vesting triggers for the Milestone Awards and Stock Price Awards are
disclosed in the table on page 31 of the Proxy Statement. Although Milestone Awards and Stock Price Awards have different vesting schedules, the total pool of shares from which these awards were granted was based solely upon expected cash flows
generated pursuant to the LNG sale and purchase agreements entered into for Trains 3 and 4 at the Sabine Pass LNG terminal. The Company undertakes in the future to provide appropriate disclosure regarding the goal or goals relating to determination
of LTI awards.

 The Company hereby acknowledges that:

•

it 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

•

it 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.

Very truly yours,

/s/ Michael J. Wortley

 Michael J. Wortley

 Senior Vice President and
Chief Financial

 Officer

cc:
Greg Rayford, Cheniere Energy, Inc.

George J. Vlahakos, Andrews Kurth LLP

G. Michael O’Leary, Andrews Kurth LLP

December 18, 2014

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

Re: Cheniere Energy, Inc.
 Amendment No. 1  to Definitive Proxy Statement on Schedule 14A
Filed July 25, 2014
File No. 001 -16383

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts 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 filing and the information you provide in
response to these  comments, we may have  additio nal comments.

Compensation Discussion and Analysis, page 21

Components of our Executive Compensation, page 27

Annual Cash Bonus, page 28

1. Please provide further details regarding the specifics of each operational and performance
goal, such that it is clear whether the observed outcomes satisfied each such goal.   Please
also clarify how each goal was considered or weighted in determining the total amount of
each named executive officer’s 2013 annual cash bonus, as well as how the total amount
of funding for the Annual Cash Bonus pool was determined.   Please also include this
information in future filings, as appropriate and material.

Michael Wortley
Cheniere Energy, Inc.
December 18, 2014
Page 2

 Long -Term Incentive Award, page 29

2. Please disclose the goals and actual outcomes for each of the Company pe rformance
measures listed on page 29 in connection with the LTI awards granted in 2013, as well as
how the total number of shares of restricted stock in the long -term incentive award pool
was determined.   Please also include this information in future fili ngs, as appropriate and
material.

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 disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on 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.

Please contact Liz Walsh,  Staff Attor ney at (202) 551 -3696 with any  questions.

Sincerely,

 /s/ Elizabeth C. Walsh for

 Mara L. Ransom
Assistant Director

January 2, 2014

Via E -mail
H. Davis Thames
Senior Vice President and Chief Financial Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 800
Houston, TX  77002

Re: Cheniere Energy, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2012
 Filed February 22, 2013
  Form 10-Q for the Quarterly Period Ended September 30, 2013
Filed November 8, 2013
File No.  001-16383

Dear Mr. Thames :

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/ William H. Thompson

William H. Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

		CEI 2013 CORRESP SEC Comment Letter Response 1

700 Milam Street

Suite 800, North Tower

Houston, TX 77002

Tel: (713) 375-5000

Fax: (713) 375-6000

www.cheniere.com

December 20, 2013

Mr. William H. Thompson

Accounting Branch Chief

Securities and Exchange Commission

Washington, DC 20549

Re:

 Cheniere Energy, Inc.

Form 10-K for Fiscal Period Ended December 31, 2012

Filed February 22, 2013

Form 10-Q for the Quarterly Period Ended September 30, 2013

Filed November 8, 2013

File No. 001-16383

Dear Mr. Thompson:

On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the response of the Company to comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 12, 2013, with respect to the Company's Form 10-K for fiscal year ended December 31, 2012 and to the Company's Form 10-Q for the quarterly period ended September 30, 2013 (File No. 001-16383) (the “10-K”).  For your convenience, the responses are prefaced by the exact text of the Staff's corresponding comment.

The Company acknowledges the following: (i) the Company is responsible for the adequacy and accuracy of the disclosures in the filing; (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 filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

 Very truly yours,

 CHENIERE ENERGY, INC.

 By:

 /s/ H. Davis Thames

 Name:

 H. Davis Thames

 Title:

 Senior Vice President and

 Chief Financial Officer

Cheniere Energy, Inc.

Form 10-K for Fiscal Period Ended December 31, 2012

Filed February 22, 2013

Form 10-Q for the Quarterly Period Ended September 30, 2013

Filed November 8, 2013

Registrant's Responses to

SEC Comment Letter dated December 12, 2013

Form 10-Q for the Quarterly Period Ended September 30, 2013

Note 13 - Business Segment Information, page 21

1.

 Please reconcile for us the loss from operations to income (loss) before income taxes and non-controlling interest by segment for the nine months ended September 30, 2012 and 2013. Based on the items comprising the total other expense between your loss from operations and loss before income taxes and non-controlling interest on a consolidated level, it is not clear what adjustments or allocations are being made at the segment level in deriving the segments’ loss before income taxes and non-controlling interest. For example, we note Corporate and Other shows a loss from operations of ($106,410) with one adjustment for interest income of $21,838 and a loss before income taxes and non-controlling interest of ($496,613) for the nine months ended September 30, 2013. LNG Terminal reflects a loss from operations of ($103,655) and income before income taxes and non-controlling interest of $128,441 for the nine months ended September 30, 2013. In this regard, please tell us your consideration of disclosing the allocations made between segments to explain the significant differences between your segments’ loss from operations and income (loss) before income taxes and non-controlling interest. Please refer to ASC 280-10-50.

Response:

Reconciliations of the Loss from operations to Income (loss) before income taxes and non-controlling interest by segment for the nine months ended September 30, 2013 and 2012 are shown below:

 Segments

 LNG Terminal

 LNG & Natural Gas Marketing

 Corporate and Other (1)

 Total

Consolidation

For the Nine Months Ended September 30, 2013

Loss from operations

 $

 (103,655

 )

 $

 (39,543

 )

 $

 (106,410

 )

 $

 (249,608

 )

Other income (expense)

Interest expense, net

 (156,644

 )

 —

 21,838

 (134,806

 )

Gain (loss) on early extinguishment of debt

 (80,510

 )

 —

 —

 (80,510

 )

Gain (loss) on extinguishment of inter-segment debt

 412,671

 —

 (412,671

 )

 —

Derivative gain (loss)

 55,648

 58

 —

 55,706

Other income (expense)

 931

 (607

 )

 630

 954

Total other income (expense)

 232,096

 (549

 )

 (390,203

 )

 (158,656

 )

Income (loss) before income taxes and non-controlling interest

 $

 128,441

 $

 (40,092

 )

 $

 (496,613

 )

 $

 (408,264

 )

For the Nine Months Ended September 30, 2012

Income (loss) from operations

 $

 7,237

 $

 (31,788

 )

 $

 (35,366

 )

 $

 (59,917

 )

Other income (expense)

Interest expense, net

 (165,251

 )

 12

 5,520

 (159,719

 )

Gain (loss) on early extinguishment of debt

 —

 —

 (15,098

 )

 (15,098

 )

Gain (loss) on extinguishment of inter-segment debt

 —

 435,234

 (435,234

 )

 —

Derivative gain (loss)

 (288

 )

 —

 —

 (288

 )

Other income (expense)

 286

 (89

 )

 (11,697

 )

 (11,500

 )

Total other income (expense)

 (165,253

 )

 435,157

 $

 (456,509

 )

 (186,605

 )

Income (loss) before income taxes and non-controlling interest

 $

 (158,016

 )

 $

 403,369

 $

 (491,875

 )

 $

 (246,522

 )

2

Cheniere Energy, Inc.

Form 10-K for Fiscal Period Ended December 31, 2012

Filed February 22, 2013

Form 10-Q for the Quarterly Period Ended September 30, 2013

Filed November 8, 2013

Registrant's Responses to

SEC Comment Letter dated December 12, 2013

When preparing our segment disclosure, we considered the measure of segment profit or loss as reviewed by the chief operating decision maker or that is otherwise regularly provided to the chief operating decision maker in assessing segment performance.  Our segment footnote includes Revenues, Loss from operations, Income (loss) before income taxes and non-controlling interest and all of the items required to be disclosed in accordance with ASC 280-10-50-22.   The segment allocations are determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated statement of operations.

In addition to reporting the segment items required to be disclosed in accordance with ASC 280-10-50-22, our tabular segment presentation and corresponding footnotes reconcile the major captions to the consolidated income statement and reconcile segment  Income (loss) before income taxes and non-controlling interest to consolidated Income (loss) before income taxes and non-controlling interest.    While we reconcile the major captions, we do not disclose all of the individual line items from the statement of operations, which is consistent with the presentation example in ASC 280-10-55-48 and the review by our chief operating decision maker.

As detailed in the reconciled table above, a significant portion of the reconciling amount between Income (loss) from operations and Income (loss) before income taxes and non-controlling interest relates to the extinguishment of intercompany debt between segments, which is eliminated in consolidation.  To provide grater transparency to our investors, in future filings we will include, within the table, the following footnote to Income (loss) before income taxes and non-controlling interest to provide an explanation of the material reconciling items that are not included in the table.

"Items to reconcile loss from operations and income (loss) before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on the statement of operations primarily related to our LNG terminal segment and intercompany debt extinguishments that are eliminated in consolidation."

3

December 12, 2013

Via E -mail
H. Davis Thames
Senior Vice President and Chief Financial Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 800
Houston, TX  77002

Re: Cheniere Energy, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2012
 Filed February 22, 2013
  Form 10-Q for the Quarterly Period Ended September 30, 2013
Filed November 8, 2013
File No.  001-16383

Dear Mr. Thames :

We have reviewed your filing an d have the following comment .  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  In our comment , 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 advising us when you will provide the requested
response.   If you do not believe our c omment 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 filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -Q for the Quarterly Period Ended September 30, 2013

Note 13 – Business Segment Information, page 21

1. Please reconcile for us the loss from operations to income (loss) before income taxes and
non-controlling interest by  segment for the nine months ended September 30, 2012 and
2013.  Based on the items comprising the total other expense between your loss from
operations and loss before income taxes and non -controlling interest on a consolidated
level, it is not clear what  adjustments or allocations are being made at the segment level
in deriving the segments’ loss before income taxes and non -controlling interest.  For
example, we note Corporate and Other shows a loss from operations of ($106,410) with
one adjustment for in terest income of $21,838 and a loss before income taxes and non -

H. Davis Thames
Cheniere Energy, Inc.
December 12, 2013
Page 2

 controlling interest of ($496,613) for the nine months ended September 30, 2013.  LNG
Terminal reflects a loss from operations of ($103,655) and income before income taxes
and non -controlling interest of $128,441 for the nine months ended September 30, 2013.
In this regard, please tell us your consideration of disclosing the allocations made
between segments to explain the significant differences between your segments’ loss
from operations and  income (loss) before income taxes and non -controlling interest.
Please refer to ASC 280 -10-50.

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 t he 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 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 assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal secur ities laws of the United States.

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

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chie f

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

CORRESP
1
filename1.htm

		CEI 2012 CORRESP SEC Comment Letter Response 2

December 18, 2012

Mr. Andrew D. Mew

Accounting Branch Chief

Securities and Exchange Commission

Washington, DC 20549

Re:

 Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

Form 10-K for Fiscal Period Ended December 31, 2011

Filed February 24, 2012

Definitive Proxy Statement on Schedule 14A

Filed April 19, 2012

File Nos. 1-16383 and 1-33366

Dear Mr. Mew:

In connection with 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 4, 2012, with respect to the Form 10-Ks filed by Cheniere Energy, Inc., a Delaware corporation (the “Company”), and Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), for fiscal year ended December 31, 2011 (File Nos. 1-16383 and 1-33366) (collectively, the “10-Ks”), the Company and the Partnership acknowledge the following: (i) the Company or the Partnership, as applicable, is responsible for the adequacy and accuracy of the disclosures in the filing; (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 filing; and (iii) the Company 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.

 Very truly yours,

 Cheniere Energy, Inc.

 Cheniere Energy Partners, L.P.

 By:

 Cheniere Energy Partners GP, LLC,

 its general partner

 /s/ Meg A. Gentle

 Meg A. Gentle

 Senior Vice President & Chief Financial Officer

CORRESP
1
filename1.htm

		CEI 2012 CORRESP SEC Comment Letter Response 1

 600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

December 14, 2012

Mr. Andrew D. Mew

Accounting Branch Chief

Securities and Exchange Commission

Washington, DC 20549

Re:

 Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

Form 10-K for Fiscal Period Ended December 31, 2011

Filed February 24, 2012

Definitive Proxy Statement on Schedule 14A

Filed April 19, 2012

File Nos. 1-16383 and 1-33366

Dear Mr. Mew:

On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), and Cheniere Energy Partners, L.P. (the “Partnership”), a Delaware limited partnership, we enclose the responses of the Company and 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 December 4, 2012, with respect to the Company's and the Partnership's Form 10-Ks for fiscal year ended December 31, 2011 (File Nos. 1-16383 and 1-33366) (the “10-Ks”).  For your convenience, the responses are prefaced by the exact text of the Staff's corresponding comment.

The Company and the Partnership acknowledge the following: (i) the Company or the Partnership, as applicable, is responsible for the adequacy and accuracy of the disclosures in the filing; (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 filing; and (iii) the Company 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 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 (the Company and the Partnership)

Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

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

              Definitive Proxy Statement on Schedule 14A

File Nos. 1-16383 and 1-33366

Registrant's Responses to

SEC Comment Letter dated December 4, 2012

Cheniere Energy, Inc.

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

Item 7. Management's Discussion and Analysis of 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 attributable to your LNG terminal segment. Please tell us and revise your disclosure to clarify how you determine your reporting units.

Response:

We acknowledge the Staff's comment and will revise our disclosure in future filings as follows:

We have three reporting units: LNG terminal business, natural gas pipeline business and LNG and natural gas marketing business. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the entities' chief operating decision makers for purposes of resource allocation and performance assessment, and had discrete financial information.

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 and/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.

Response:

We acknowledge the Staff's comment and will disclose in future filings the information above or our determination that the estimated fair value substantially exceeds the carrying value.

2

Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

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

              Definitive Proxy Statement on Schedule 14A

File Nos. 1-16383 and 1-33366

Registrant's Responses to

SEC Comment Letter dated December 4, 2012

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 Sabine 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 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 surrender would be minimal and clarify what is meant by "required condition."

Response:

Required condition means in good order and repair, with normal wear and tear and casualty expected.  The lease agreement at the Sabine Pass LNG terminal stipulates that at the end of the lease, the Company will turn the LNG terminal over to the lessor in good working order as is/where is.  Specifically, the lease states that "at the expiration of the term or any renewals or extensions thereof, the Company shall surrender the premises in good order and repair, with normal wear and tear and casualty excepted; provided however, that notwithstanding any term, condition or stipulation of the lease to the contrary, the Company shall never have any obligation whatsoever to fill in any areas of the ship entry slip and turning basin, and the Company shall be entitled to leave all such areas “as is/where is” upon termination or cancellation of the lease.”

Management currently expects to continue to operate and maintain the LNG terminal throughout the term of the lease.  As a result, the future costs to operate and maintain the LNG terminal in the required condition represent future operating and maintenance costs that will be recorded in the period in which they are incurred.  Based on the terms of the lease and the fact that we currently expect to continue to operate and maintain the LNG terminal throughout the term of the lease, the Company has no obligation at the end of the lease to perform retirement activities; and therefore, no asset retirement obligation liability was recorded.  Although we expect no costs to be incurred to surrender the LNG terminal, we used the term "minimal" to convey that any costs incurred would be immaterial.  We believe that we comply with the requirements of FASB ASC 410-20-25 and SAB Topic 1:M.

We will revise our disclosure in future filings to clarify our assessment as follows:

"We have determined that the cost to surrender the LNG terminal in good order and repair, with normal wear and tear and casualty expected, is zero.  Therefore, we have not recorded an asset retirement obligation associated with the LNG Terminal."

3

Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

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

              Definitive Proxy Statement on Schedule 14A

File Nos. 1-16383 and 1-33366

Registrant's Responses to

SEC Comment Letter dated December 4, 2012

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.

Response:

Regulatory assets and liabilities for the Creole Trail Pipeline (the "Pipeline") are tariff provisions related to a “Deferred Fuel Account” (fuel tracker).  The Pipeline collects and retains a portion of shippers' gas (retainage) received by the Pipeline at the Pipeline's receipt points to reimburse the Pipeline for actual fuel usage, incidental fuel usage, and lost and unaccounted for gas.  Regulatory assets are recorded for net volumes of fuel gas under-retained and regulatory liabilities are recorded for net volumes of fuel gas over-retained.  The balance of the over- or under-retained fuel for the period is valued at an appropriate index rate (monthly midpoint average price for Louisiana-Onshore South, Henry Hub as published in Platts Gas Daily Price Guide).

•Balance at 12/31/2011: Under-retained 8,588 Decatherm ("Dth") @ $3.173 = $ 27,250 Regulatory Asset

•Balance at 12/31/2010: Over-retained 4,812 Dth @ $4.219 = $ 20,302 Regulatory Liability

The variance between the two fiscal years is not material.  We will revise future filings to describe the nature of our regulatory assets and liabilities and will disclose their amounts if and when they become material.

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 through 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.

Response:

The subsequent event footnote discloses a type II subsequent event that did not result in the adjustment of the financial statements, as described in AU 560, Subsequent Events.  Our auditors assumed responsibility for reviewing transactions and events occurring after the balance sheet date and applied the procedures prescribed by AU 560.12 to ascertain the occurrence of subsequent events that may require adjustment or disclosure essential to a fair presentation of the financial statements.  The date of the auditor's report was February 24, 2012, the date of the end of the auditor's field work and the date on which the Form 10-K was filed.

Although the scope of the audit procedures in AU 560.12 appear to be limited in nature, we acknowledge your comment and will not refer to Type II subsequent events as “unaudited” in future filings.

4

Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

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

              Definitive Proxy Statement on Schedule 14A

File Nos. 1-16383 and 1-33366

Registrant's Responses to

SEC Comment Letter dated December 4, 2012

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 component companies. See Item 402(b)(2)(xiv) of Regulation S-K.

Response:

We acknowledge the Staff's comment.  Attached hereto as Attachments 1 and 2 are the lists of the component companies included in the 2010 and 2011 Towers Watson U.S. Compensation Data Bank Energy Services Executive Database.  The Company is providing the lists of component companies because the 2010 and 2011 Towers Watson U.S. Compensation Data Bank Energy Services Executive Database surveys were used for benchmarking purposes in the Compensation Committee's determination of our named executive officers' compensation.  In future filings, to the extent the Compensation Committee continues to benchmark any material element of our named executive officers' compensation and such benchmark is material to the Compensation Committee's determination of the compensation of our named executive officers, we will identify the benchmark, and if applicable, its component companies.  We intend to include such disclosure in a currently contemplated preliminary proxy statement.

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.

Response:

We acknowledge the Staff's comment and will expand our disclosure in future filings regarding the “2011 Long-Term Incentive Awards” to disclose how the amount of restricted shares awarded to each named executive officer was determined.  Below is the expanded disclosure we will include in future filings, including a currently contemplated preliminary proxy statement, to the extent applicable:

“2011 Long-Term Incentive Awards

On January 4, 2011, the Compensation Committee determined that the Company had achieved significant corporate debt reduction resulting in the improvement of the Company's liquidity position and regulatory, engineering and commercial milestones related to the liquefaction project adjacent to the Sabine Pass LNG terminal during 2010 that deserved recognition and used its discretion to approve a pool of 2,000,000 shares of restricted stock of the Company to be granted to certain employees, including the Executive Officers (the “2011 Long-Term Incentive Awards”). Of the 2,000,000 shares of restricted stock of the Company approved by the Compensation Committee for the 2011 Long-Term Incentive Awards, 935,000 shares were allocated by the Compensation Committee to the Executive Officers based on a recommendation by the CEO and each Executive Officer's contributions during 2010. In addition, the Compensation Committee reviewed a detailed history of each Executive Officer's long-term incentive grants since 2008 to determine if the size of each Executive Officer's 2011 Long-Term Incentive Award was appropriate.  Because the Executive Officers would not have any outstanding equity awards after 2011 when the 2009 Phantom Stock Awards would expire, the Compensation Committee determined that the 2011 Long-Term Incentive Awards were appropriate so that the Executive Officers would continue to have a significant equity investment in the long-term success of the Company beyond 2011. The 2011 Long-Term Incentive Awards were granted on January 14, 2011, under the Cheniere Energy, Inc. 2003 Stock Incentive Plan, as amended (the “2003 Plan”).  The 2011 Long-Term Incentive Awards vest in three equal annual installments. The first tranche of restricted stock vested on June 30, 2011 and the second tranche vested on June 30, 2012.  The third tranche will vest on June 30, 2013. Except as set forth below, an

5

Cheniere Energy, Inc.

Cheniere Energy Partners, L.P.

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

              Definitive Proxy Statement on Schedule 14A

File Nos. 1-16383 and

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        February 22, 2010

Ms. Meg A. Gentle
Senior Vice President & Chief Financial Officer Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, Texas 77002
 Re: Cheniere Energy, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009
  File No. 001-16383

 Dear Ms. Gentle:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.           S i n c e r e l y ,
Mark C. Shannon Branch Chief

CORRESP
1
filename1.htm

    corresp.htm

              600
      Travis, Suite 4200

              Houston,
      Texas 77002

              713.220.4200
      Phone

              713.220.4285
      Fax

              andrewskurth.com

    February
9, 2010

    Mr. Mark
C. Shannon

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street N.E., Stop 7010

    Washington,
D.C. 20549

              Re:

              Cheniere Energy,
      Inc.

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

              Filed
      November 6, 2009

              File
      No. 001-16383

    Dear Mr.
Shannon:

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

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

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

    Sincerely,

    Meredith
S. Mouer

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

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

          Cheniere
Energy, Inc.

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

          Company’s
Response to

          SEC
Comment Letter dated January 27, 2010

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

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

    Summary of Critical
Accounting Policy and Estimates, page 33

    LNG and Natural Gas
Marketing, page 33

              1.

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

    Response:

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

    Summary
of Critical Accounting Policies and Estimates

    LNG
and Natural Gas Marketing

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

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

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        January 27, 2010
  Ms. Meg A. Gentle Senior Vice President & Chief Financial Officer Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, Texas 77002

 Re: Cheniere Energy, Inc.
  Form 10-Q for the Fiscal Quarter Ended September 30, 2009
Filed November 6, 2009 Response Letter Dated December 18, 2009 File No. 001-16383

 Dear Ms. Gentle:
We have reviewed your response letter and have the following comment.  Please
provide a written response to our comment.  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 better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-Q for the Fiscal Quarter Ended September 30, 2009

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 21
 Summary of Critical Accounting Policies and Estimates, page 33

 LNG and Natural Gas Marketing, page 33

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

Ms. Meg A. Gentle
Cheniere Energy, Inc. January 27, 2010 Page 2

 Closing Comments

 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.
 You may contact Jennifer O’Brien at (202) 551-3721 or Mark Wojciechowski at
(202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3299 with any other questions.           S i n c e r e l y ,
Mark C. Shannon Branch Chief

CORRESP
1
filename1.htm

    corresp.htm

                    600
      Travis, Suite 4200

                    Houston,
      Texas 77002

                    713.220.4200
      Phone

                    713.220.4285
      Fax

                    andrewskurth.com

    December
18, 2009

    Mr. Mark
C. Shannon

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street N.E., Stop 7010

    Washington,
D.C. 20549

              Re:

              Cheniere Energy,
      Inc.

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

              Filed
      November 6, 2009

              File
      No. 001-16383

    Dear Mr.
Shannon:

    On behalf
of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose
the responses of the Company to comments received from the staff of the Division
of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by
letter dated December 4, 2009, with respect to the Company’s Form 10-Q for
fiscal quarter ended September 30, 2009 (File No. 001-16383) (the “10-Q”).  For
your convenience, the responses are prefaced by the exact text of the Staff’s
corresponding comment.

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

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

    Sincerely,

    Meredith
S. Mouer

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

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

          Cheniere
Energy, Inc.

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

          Company’s
Responses to

          SEC
Comment Letter dated December 4, 2009

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

    Financial Information, page
1

    Note 15 – Business Segment
Information, page 17

              1.

              It
      remains unclear how the revenue amounts presented on page 18 reconcile to
      the revenue line items on your Consolidated Statements of
      Operations.  For instance, we note per your Consolidated
      Statements of Operations, that for the nine months ended September 30,
      2009, you recognized marketing and trading revenue of $(10,265), yet there
      is no reconciliation within this table for the reader to understand which
      components contribute to the overall net sum presented on the face of your
      Consolidated Statements of Operations.  Please modify your
      presentation as appropriate to aid investor understanding of how your
      segment revenues disclosure relates to the individual line items presented
      in your Consolidated Statements of
Operations.

    Response:

    To aid
investor understanding, in future filings we will disclose intersegment revenue
separately in the business segment summary tables to the consolidated totals and
provide additional explanations to describe the revenues from intersegment
transactions.  Below is an example of our future disclosure using the
three and nine months ended September 30, 2009 amounts:

          The following table summarizes
revenues, net income (loss) from operations and total assets for each of our
operating segments (in thousands):

              Three
      Months Ended

              September
      30

              Nine
      Months Ended

              September
      30

              2009

              2008

              2009

              2008

              (As
      adjusted)

              (As
      adjusted)

              Revenues
      from external customers:

              LNG
      receiving terminal

              $

              65,119

              $

              —

              $

              103,320

              $

              —

              Natural
      gas pipeline

              25

              —

              100

              —

              LNG
      & natural gas marketing

              (9,609

              )

              2,725

              (10,265

              )

              2,823

              Corporate
      and other (1)

              797

              1,375

              2,370

              3,668

              Total

              $

              56,332

              $

              4,100

              $

              95,525

              $

              6,491

              Revenues
      from intersegment transactions:

              LNG
      receiving terminal (2)

              $

              63,414

              $

              —

              $

              191,445

              $

              —

              Natural
      gas pipeline (3)

              268

              565

              699

              916

              LNG
      & natural gas marketing (4)

              (63,682

              )

              739

              (192,144

              )

              415

              Total

              $

              —

              $

              1,304

              $

              —

              $

              1,331

              Segment
      Net income (loss):

              LNG
      receiving terminal

              $

              66,975

              $

              (23,193

              )

              $

              123,432

              $

              (63,360

              )

              Natural
      gas pipeline

              (16,485

              )

              (16,789

              )

              (49,740

              )

              (20,852

              )

              LNG
      & natural gas marketing

              (65,921

              )

              45,149

              (197,332

              )

              (23,016

              )

              Corporate
      and other (1)

              (27,066

              )

              (76.786

              )

              (14,650

              )

              (154,657

              )

              Total

              $

              (42,497

              )

              $

              (71,619

              )

              $

              (138,290

              )

              $

              (261,885

              )

              Three
      Months Ended

              September
      30

              Nine
      Months Ended

              September
      30

              2009

              2008

              2009

              2008

              (As
      adjusted)

              (As
      adjusted)

              Expenditures
      for additions to long-lived assets:

              LNG
      receiving terminal

              $

              20,663

              $

              65,964

              $

              110,598

              $

              360,079

              Natural
      gas pipeline

              (5,021

              )

              5,333

              (4,111

              )

              147,576

              LNG
      & natural gas marketing

              84

              (13

              )

              1,084

              (473

              )

              Corporate
      and other (1)

              (181

              )

              (3,489

              )

              (1,222

              )

              (6,845

              )

              Total

              $

              15,545

              $

              67,795

              $

              106,349

              $

              500,337

              September
      30,

              2009

              December
      31,

              2008

              Total
      assets:

              (As
      adjusted)

              LNG
      receiving terminal

              $

              2,073,045

              $

              2,191,671

              Natural
      gas pipeline

              575,185

              590,995

              LNG
      & natural gas marketing

              128,637

              136,138

              Corporate
      and other (1)

              12,178

              1,278

              Total

              $

              2,789,045

              $

              2,920,082

              (1)

              Includes
      corporate activities and oil and gas exploration, development and
      exploitation activities. Our oil and gas exploration, development and
      exploitation activities have been included in the corporate and other
      column because these activities do not materially impact our financial
      statements. Amounts are restated to include oil and gas exploration,
      development and exploitation activities within the corporate and other
      segment as of December 31, 2008 and for the three and nine month periods
      ended September 30, 2008.

              (2)

              Revenue
      from intersegment transactions related to our LNG receiving terminal
      operating segment is primarily related to the TUA fee of $62.5 million and
      $187.6 million and tug revenue paid by our LNG & natural gas marketing
      operating segment to our LNG receiving terminal operating segment for the
      three and nine month periods ended September 30, 2009.

              (3)

              Revenue
      from intersegment transactions related to our natural gas pipeline
      operating segment primarily relates to transportation fees charged to our
      LNG receiving terminal and LNG and natural gas marketing business segments
      to transport natural gas being regasified from the Sabine Pass LNG
      receiving terminal.

              (4)

              Revenue
      from intersegment transactions primarily relates to the TUA fee of $62.5
      million and $187.6 million paid by our LNG & natural gas marketing
      operating segment to our LNG receiving terminal operating segment for the
      three and nine month periods ended September 30, 2009.  The cost
      of the LNG & natural gas marketing operating segment TUA fee has been
      presented as a net amount in revenue as it is considered a capacity
      contract related to our energy trading and risk management activities; and
      is therefore eliminated within the revenue from intersegment
      transactions.  The remaining amount of revenue from intersegment
      transactions relates to various transactions with our LNG receiving
      terminal and natural gas pipeline operating
  segments.

        2

          Cheniere
Energy, Inc.

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

          Company’s
Responses to

          SEC
Comment Letter dated December 4, 2009

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

      Summary
of Critical Accounting Policy and Estimates, page 33

      LNG
and Natural Gas Marketing, page 33

                2.

                We note from your disclosure under this caption
      that “Operating results from marketing and trading activities are
      presented on a net basis on [y]our Consolidated Statement of Operations;”
      and that your “marketing and trading revenues also include pretax
      derivative gains/losses and inventory lower-of-cost-or-market adjustments,
      if any.” In light of this new disclosure, please provide us with an
      analysis to support your conclusion that the LNG and natural gas marketing
      business should be presented in your Consolidated Statement of Operations
      on a net versus gross basis. Refer to authoritative accounting literature
      as appropriate.

    Response:

    Our LNG
and natural gas marketing business segment is seeking to monetize its 2 Bcf/d
regasification capacity at the Sabine Pass LNG receiving terminal by developing
a portfolio of long-term, short-term, and spot LNG purchase agreements, and
selling long-term terminal use agreements (“TUA”).  During the nine
months ended September 30, 2009, our LNG and natural gas marketing business
segment purchased, transported, and unloaded LNG at the Sabine Pass LNG
receiving terminal on a spot basis and entered into derivative contracts to
hedge the cash flows from future sales of this LNG inventory.

    In
determining the accounting treatment of our LNG and natural gas marketing
activities, we concluded that all of its business activities are energy trading
and risk management activities for trading purposes as defined in the guidance
found in Emerging Issues Task Force (“EITF”) Issue No. 02-3, Issues Involved in Accounting for
Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy
Trading and Risk Management Activities, which rescinded and replaced EITF
No. 98-10, Accounting for
Contracts Involved in Energy Trading and Risk Management
Activities.  We used a number of indicators to develop the
conclusion that our LNG and natural gas marketing business activities are
considered energy trading  and risk management activities including,
but not limited to, the following:

              ·

              our
      LNG and natural gas marketing business does not own capital assets for
      generating a product to deliver to end users, such as
      electricity;

              ·

              our
      LNG and natural gas marketing business does not consume LNG or natural gas
      to develop a product to resale;

              ·

              our
      LNG and natural gas marketing business’ primary operating
      assets/liabilities are derived from contracts to purchase foreign LNG and
      sell the resultant regasified natural gas to domestic
      marketers;

              ·

              our
      LNG and natural gas marketing business has no available sources by which
      it can obtain the LNG without resorting to market purchases;
      and

              ·

              our
      LNG and natural gas marketing business assessment of net market portfolio
      value of purchased LNG and associated derivative contracts is done on a
      daily basis.

    One of
the issues addressed in EITF No. 02-3, is whether gains and losses on energy
trading contracts should be reported gross or net in the income
statement.  This EITF reached a consensus that all gains and losses
(realized and unrealized) on energy trading contracts should be shown net in the
income statement whether or not settled physically.  As such, we have
presented net all gains and losses related to our LNG and natural gas marketing
contracts (including physical sales, cost of purchased LNG, transportation
costs, inventory lower-of-cost-or-market adjustment (if any), pre-tax derivative
gains and losses, and capacity contracts) in LNG and natural gas
revenue.

    Based on
the indicators listed above and guidance provided in EITF No. 02-3, we have
determined that our LNG and natural gas marketing business activities are energy
trading and risk management activities for trading purposes and we have
therefore elected to present these activities on a net basis.  We
believe this presentation provides the users of our financial statements the
ability to understand our LNG and natural gas marketing business and is
consistent with many of our peer companies in the energy trading
industry.

        3

          Cheniere
Energy, Inc.

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

          Company’s
Responses to

          SEC
Comment Letter dated December 4, 2009

                3.

              In
      addition, please explain to us why you believe

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        December 4, 2009
  Ms. Meg A. Gentle Senior Vice President & Chief Financial Officer Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, Texas 77002

 Re: Cheniere Energy, Inc.
  Form 10-Q for the Fiscal Quarter Ended September 30, 2009
Filed November 6, 2009 File No. 001-16383

 Dear Ms. Gentle:
We have reviewed your filing and have the following comments.  Please provide
a written response to our comments.  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 better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-Q for the Fiscal Quarter Ended September 30, 2009

Financial Information, page 1

Note 15 – Business Segment Information, page 17
 1. It remains unclear how the revenue amounts presented on page 18 reconcile to the revenue line items on your Consolidated Statements of Operations.  For instance, we note per your Consolidated Statements of Operations, that for the nine months ended September 30, 2009, you recognized marketing and trading revenue of $(10,265), yet there is no reconciliation within this table for the reader to understand which components contribute to the overall net sum presented on the face of your Consolidated Statements of Operations.  Please modify your presentation as appropriate to aid investor understanding of how your segment revenues disclosure relates to the individual line items presented in your Consolidated Statements of Operations.

Ms. Meg A. Gentle
Cheniere Energy, Inc. December 4, 2009 Page 2

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

Summary of Critical Accounting Policies and Estimates, page 33

LNG and Natural Gas Marketing, page 33

2. We note from your disclosure under this caption that “Operating results from marketing and trading activities are presented on a net basis on [y]our Consolidated Statement of Operations;” and that your “marketing and trading revenues also include pretax derivative gains/losses and inventory lower-of-cost-or-market adjustments, if any.”  In light of this new disclosure, please provide us with an analysis to support your conclusion that the LNG and natural gas marketing business should be presented in your Consolidated Statement of Operations on a net versus gross basis.  Refer to authoritative accounting literature as appropriate.
 3. In addition, please explain to us why you believe inventory lower-of-cost-or-market adjustments should also be reflected on a net basis.  In this regard, we note from your disclosure in footnote five that “During the nine-month period ended
September 30, 2009, we incurred losses of $17.0 million related to lower of cost or market adjustments that are netted within Marketing and Trading Revenues in our Consolidated Statement of Operations.”
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
 You may contact Jennifer O’Brien at (202) 551-3721 or Mark Wojciechowski at
(202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3299 with any other questions.           S i n c e r e l y ,
Mark C. Shannon Branch Chief

CORRESP
1
filename1.htm

    corresp.htm

              600
      Travis, Suite 4200

              Houston,
      Texas 77002

              713.220.4200
      Phone

              713.220.4285
      Fax

              andrewskurth.com

      October
29, 2009

      Mr. H.
Roger Schwall

      Assistant
Director

      Securities
and Exchange Commission

      100 F
Street N.E., Stop 7010

      Washington,
D.C. 20549

                Re:

                Cheniere Energy,
      Inc.

                Form
      10-K for Fiscal Year Ended December 31,
2008

                Filed
      February 27, 2009

                File
      No. 001-16383

      Dear Mr.
Schwall:

      On behalf
of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose
the responses of the Company to comments received from the staff of the Division
of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by
letter dated October 15, 2009, with respect to the Company’s Form 10-K for
fiscal year ended December 31, 2008 (File No. 001-16383) (the “10-K”).  For
your convenience, the responses are prefaced by the exact text of the Staff’s
corresponding comment.

      The
Company acknowledges the following:  (i) the Company is responsible
for the adequacy and accuracy of the disclosure in the 10-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
Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

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

    Sincerely,

    Meredith
S. Mouer

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

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

          Cheniere
Energy, Inc.

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

          Company’s
Responses to

          SEC
Comment Letter dated October 29, 2009

      Form 10-K for the Fiscal
Year Ended December 31, 2008

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations Liquidity and Capital
Resources, page 38

              1.

              We
      note from your risk factor disclosure on page 15 that “Our substantial
      existing indebtedness, prevailing economic and market conditions, as well
      as other factors, have adversely affected the availability and cost of
      additional financing, which has adversely affected our liquidity,
      business, financial condition and prospects.”  We further note
      from page 25 that “…additional sources of natural gas may be discovered in
      North America, which could further increase the available supply of
      natural gas and could result in natural gas being available at a lower
      cost than imported LNG.”  Given these disclosures, and the
      current pricing environment for natural gas in the United States, please
      expand your MD&A to explain how current prices impact your operations,
      your ability to service your debt obligations, and other ongoing cash
      requirements.  In this regard, please consider including an
      analysis of specific natural gas prices that would render the operations
      at your operational LNG receiving terminal(s) uneconomic, and discuss
      whether such developments would impact your ability to service your debt
      obligations.  See Item 303(a)(1) of Regulation
    S-K.

    Response:

    We are
primarily engaged in the business of providing terminal services for fixed fees
on a long-term basis to international LNG producers and
marketers.  Our ability to operate economically, meet ongoing cash
requirements, and service our debt obligations is dependent on the long-term
demand for these services, which is somewhat dependent on natural gas prices and
other market dynamics.

    We
believe that the long-run marginal cost to produce certain LNG and deliver it to
North America is lower than the long-run marginal cost to produce certain
domestic supplies of natural gas.  Therefore, we anticipate that the
long-term average price of natural gas in North America will be high enough to
support LNG development for delivery to North America.  Given that the
amount of undeveloped natural gas supply exceeds current and near-term potential
worldwide demand, we expect that there will always be projects seeking
investment based on delivery to North America. As such, we anticipate that the
demand for the terminal services we provide will be sufficient to allow us to
operate our terminals on an economic basis and service our debt
obligations.

    Furthermore,
we believe that the variable cost to produce certain LNG and deliver it to North
America is far lower than the variable cost to produce certain domestic supplies
of natural gas.  Therefore, we also believe that only extremely low
North American natural gas prices would provide a disincentive to deliver LNG to
North America on a short-term basis.

    Lastly,
we believe that North America competes for LNG with alternative international
markets and, therefore, it is the short-term demand in alternative markets and
the relative price between these markets that impacts the level of imports of
LNG into North America.  It is impossible to determine the specific
natural gas prices in North America that would limit LNG imports because any
such determination must be made relative to both the prices in alternative
markets and the demand for natural gas in those markets.

        2

          Cheniere
Energy, Inc.

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

          Company’s
Responses to

          SEC
Comment Letter dated October 15, 2009

            We will expand our MD&A
disclosure in future filings to explain how our operations and our ability to
service our debt obligations and other ongoing cash requirements are dependent
on market
factors.  Below is an

            example of the type of disclosure
we may include in our 2009 Form 10-K.

    “Sabine
Pass LNG and Freeport LNG, of which we are a 30% limited partner, provide LNG
terminal services for fees.  At Sabine Pass, the fees are fixed and
escalate with inflation and are not indexed to natural gas prices.  At
Freeport, the fees are fixed, escalate with inflation and, to a limited extent,
indexed to natural gas prices. Until the expiration of our 20-year TUAs, there
is no price level which would render our terminal operations uneconomic or limit
Sabine Pass or Freeport from servicing its debt obligations.

    Our
strategies to enhance near-term liquidity are focused on efforts to exploit the
TUA capacity we have reserved through Cheniere Marketing at the Sabine
Pass LNG receiving terminal, which is dependent on the balance of worldwide
supply and demand for natural gas and LNG and on the relative prices for natural
gas in North America and alternative international markets.  [To be
drafted for the Form 10-K: discuss results of worldwide natural gas and LNG
markets for 2009.]  Due to our existing cash balances, there is no
price level for natural gas which would limit our ability to fund our ongoing
cash requirements or service our corporate level debt obligations until at
least the earliest date when principal payments may be
required on our existing indebtedness, which is August 2011.

    Our
strategies to improve our capital structure and address maturities of our
existing indebtedness may include entering into long-term TUAs or LNG purchase
agreements that allow us to refinance debt, issue equity or other securities, or
sell assets.  Our ability to enter into long-term arrangements is
dependent on LNG producers and international LNG buyers investing new capital
and securing market access to North America on a long-term
basis.  Current North American natural gas prices support long-term
profitability for LNG production.  However, if there is no demand for
our terminal services, our ability to address our maturities through commercial
business would be limited and we would rely on issuing equity or other
securities or selling assets to improve our capital structure.”

    Note 19—Financial
Instruments, page 86

              2.

              We
      have considered your response to prior comment number one, noting your
      2007 Term Loan and 2008 Convertible Loans are, among other factors, i)
      held by a few investors, ii) purchased and/or sold on an infrequent basis,
      and iii) have unique covenants and collateral packages.  Base on
      your response, it is unclear how the factors you cite preclude estimating
      the fair value of these instruments.  Please provide us with
      additional information to understand how each of the factors you have
      identified precludes knowledge of the basic factors utilized in estimating
      fair value.  Otherwise, we would expect you to provide the fair
      value disclosures prescribed under FAS 107.  In this regard, the
      context provided for the term practicable in paragraph 15 of FAS 107 does
      not appear applicable to the factors you cite in your
      response.

    Response:

    We will
provide a fair value disclosure prescribed under FAS 107 in our future filings,
beginning with our third quarter Form 10-Q.  Our disclosure will read
substantially as follows:

    “The 2007 Term Loan and 2008 Convertible Loans are closely held by
few holders and purchases and sales are infrequent and are conducted on a
bilateral basis without price discovery by us.  These loans are not
rated and have unique covenants and collateral packages such that a comparison
to other instruments would be imprecise. However, we have provided an estimate
of the fair value of these loans as of September 30, 2009, based on an index of
the yield to maturity of CCC rated debt of other companies in the energy
sector.”

        3

          Cheniere
Energy, Inc.

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

          Company’s
Responses to

          SEC
Comment Letter dated October 15, 2009

              3.

              We
      note your proposal in response to our prior comment number three to expand
      your disclosure in future filings to “clarify that the intersegment
      transactions between the Company’s different business segments is
      eliminated to arrive at the total consolidated revenue amount found in the
      consolidated statements of operations for each respective
      period.”  Based on your response, please provide us with a copy
      of the draft disclosure you intend to include in future
      filings.  In addition, please tell us what consideration you
      have given to separately disclosing revenues from transactions with other
      operating segments, as prescribed by paragraph 27(b) of FAS
      131.

    Response:

    Below is
a draft disclosure we intend to include in future filings to clarify that the
intersegment transactions between the Company’s different business segments is
eliminated to arrive at the total consolidated revenue amount found in the
consolidated statements of operations for each respective period:

                  [Period]
      Ended

                  [Month]

                  [Period]
      Ended

                  [Month]

                  [Year]

                  [Year]

                  [Year]

                  [Year]

                  Revenues:

                  LNG
      receiving terminal (1)

                  $

                  $

                  $

                  $

                  Natural
      gas pipeline

                  LNG
      & natural gas marketing (1)

                  Eliminations
      (2)

                  Corporate
      and other (3)

                  Total
      consolidated

                  $

                  $

                  $

                  $

                  Net
      income (loss):

                  LNG
      receiving terminal (1)

                  $

                  $

                  $

                  $

                  Natural
      gas pipeline

                  LNG
      & natural gas marketing (1)

                  Corporate
      and other (3)

                  Total
      consolidated

                  $

                  $

                  $

                  $

                  Expenditures
      for additions to long-lived assets:

                  LNG
      receiving terminal

                  $

                  $

                  $

                  $

                  Natural
      gas pipeline

                  LNG
      & natural gas marketing

                  Corporate
      and other

                  Total
      consolidated

                  $

                  $

                  $

                  $

              (1)

              Segment
      revenues include intersegment sales to affiliated subsidiaries that
      primarily include the TUA fees of [$XX] million and [$XX] million paid by
      Cheniere Marketing to Sabine Pass LNG, which are eliminated in
      consolidation for the [Periods and Years ended], respectively. Affiliated
      sales are recognized on the basis of contractual agreements. Operating
      income is derived from revenues and expenses directly associated with each
      segment.

              (2)

              Eliminates
      intersegment sales primarily related to
[cause].

              (3)

              Includes
      corporate activities and oil and gas exploration, development and
      exploitation activities. Our oil and gas exploration, development and
      exploitation activities have been included in the corporate and other
      column because these activities do not materially impact our financial
      statements. Amounts are restated to include oil and gas exploration,
      development and exploitation activities within the corporate and other
      segment as of December 31, 2008 and for the three and nine month periods
      ended September 30, 2008.

    As
described in the draft footnote (1) above, we have described and quantified the
revenues from transactions between the Company’s different business
segments.  In future filings, we will describe and quantify any new
material intersegment revenues that may be presented.

        4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        October 15, 2009
  Ms. Meg A. Gentle Senior Vice President & Chief Financial Officer Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, Texas 77002

 Re: Cheniere Energy, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009 Response Letter Dated September 25, 2009 File No. 001-16383

 Dear Ms. Gentle:
We have reviewed your filing and response letter and have the following
comments.  Please provide a written response to our comments.  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 better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation
Liquidity and Capital Resources, page 38
 1. We note from your risk factor disclosure on page 15 that “Our substantial existing indebtedness, prevailing economic and market conditions, as well as other factors, have adversely affected the availability and cost of additional financing, which has adversely affected our liquidity, business, financial condition and prospects.”  We further note from page 25 that “… additional sources of natural gas may be discovered in North America, which could further increase the available supply of natural gas and could result in natural gas being available at a lower cost than imported LNG.”  Given these disclosures, and the current pricing environment for natural gas in the United States, please expand your MD&A to explain how current prices impact your operations, your ability to service your debt obligations, and other ongoing cash requirements.  In this regard, please consider including an analysis of specific natural gas prices that would render the

Ms. Meg A. Gentle
Cheniere Energy, Inc.
October 15, 2009 Page 2

operations at your operational LNG receiving terminal(s) uneconomic, and discuss whether such developments would impact your ability to service your debt obligations.  See Item 303(a)(1) of Regulation S-K.
 Note 19 – Financial Instruments, page 86

 2. We have considered your response to prior comment number one, noting your 2007 Term Loan and 2008 Convertible Loans are, among other factors, i) held by a few investors, ii) purchased and/or sold on an infrequent basis, and iii) have unique covenants and collateral packages.  Based on your response, it is unclear how the factors you cite preclude estimating the fair value of these instruments.  Please provide us with additional information to understand how each of the factors you have identified precludes knowle dge of the basic factors utilized in
estimating fair value.  Otherwise, we would expect you to provide the fair value disclosures prescribed under FAS 107.  In this regard, the context provided for the term practicable  in paragraph 15 of FAS 107 does not appear applicable to the
factors you cite in your response.

Note 24 – Business Segment Information, page 97

3. We note your proposal in response to our prior comment number three to expand your disclosure in future filings to “clarify that the intersegment transaction between the Company’s different business segments is eliminated to arrive at the total consolidated revenue amount found in the consolidated statements of operations for each respective period.”  Based on your response, please provide us with a copy of the draft disclosure you intend to include in future filings.  In addition, please tell us what consideration you have given to separately disclosing revenues from transactions with other operating segments, as prescribed by paragraph 27(b) of FAS 131.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Ms. Meg A. Gentle
Cheniere Energy, Inc. October 15, 2009 Page 3

You may contact Jennifer O’Brien at (202) 551-3721 or Mark Wojciechowski at
(202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3299 with any other questions.           S i n c e r e l y ,
Mark C. Shannon Branch Chief

CORRESP
1
filename1.htm

    corresp.htm

600 Travis, Suite 4200
Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

September 25, 2009

Mr. H. Roger Schwall

Assistant Director

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Re:

Cheniere Energy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2008

Filed February 27, 2009

File No. 001-16383

Dear Mr. Schwall:

On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the responses of the Company to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated September 11, 2009, with respect to the Company’s Form 10-K for fiscal year ended December 31, 2008 (File No. 001-16383) (the “10-K”).  For your convenience, the responses are prefaced by the exact text of the Staff’s corresponding comment.

The Company acknowledges the following:  (i) the Company is responsible for the adequacy and accuracy of the disclosure in the 10-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 Company may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

Meredith S. Mouer

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

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

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated September 11, 2009

Form 10-K for the Fiscal Year Ended December 31, 2008

Note 19—Financial Instruments, page 86

1.

With regard to your 2007 Term Loan and 2008 Convertible Loans, we note your disclosure in footnotes three and four that the estimated fair value of these instruments as presented in the table “was stated at its carrying amount due to it being a non-trading instrument with no liquid market.”  Based on your disclosure,
please confirm, if true, that you are relying on the exception described in paragraph 14 of FAS 107 for estimating the fair value of a financial instrument, or otherwise advise.  Please expand your disclosure to explain in greater detail the reason why you are not able to calculate an estimated fair value.

Response:

We confirm that we rely on the exception found in paragraph 14 of FAS 107 for estimating the fair value of these financial instruments.  The 2007 Term Loan and 2008 Convertible Loans have been, and are currently, held by very few holders.  Purchases and sales of the loans are infrequent and are conducted on a bilateral
basis without price discovery by the Company.  The loans are not rated and are therefore impractical to benchmark against other publicly traded instruments.  The loans have unique covenants and collateral packages such that any comparison to other instruments would be imprecise and inadequate and therefore would not be meaningful to the readers of the financial statements or disclosures.  For the reasons stated above, it is impractical to estimate the fair value of the 2007 Term
Loan and 2008 Convertible Loans.

Based on your comment, we will expand our disclosure using the language and concepts above to describe why it is impractical to estimate fair value for the 2007 Term Loan and 2008 Convertible Loans.

Note 24—Business Segment Information, page 97

2.

We have considered your response to our prior comment number 12 and note your statement that your uncompleted LNG receiving terminals do not, at this point, represent a business for which discrete financial information is available; therefore, segment management cannot regularly review the operating results of such components.  We
also note your disclosure on page 97 that your “operating segments reflect lines of business for which separate financial information is produced internally and are subject to evaluation by our chief operating decision makers in deciding how to allocate resources.”  Based on this information, please provide an analysis for each of the three operating segments you identify as i) LNG receiving terminal business, ii) natural gas pipeline business and iii) LNG and natural gas marketing business,
that supports how you have applied the guidance provided by paragraph 10 of FAS 131.  As part of your response, identify for us your chief operating decision maker (CODM) and provide an example set of information regularly reviewed by your CODM to make resource allocation decisions and to assess performance.

Response:

Paragraph 10 of FAS 131 defines an operating segment as i) it engages in business activities from which it may earn revenues and incur expenses, ii) its operating results are regularly reviewed by the enterprise’s CODM to make decisions about resources to be allocated to the segment and assess its performance, and iii) its discrete
financial information is available.

2

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated September 11, 2009

The Company has defined three operating segments: LNG receiving terminal business, natural gas pipeline business and LNG and natural gas marketing business.  These operating segments reflect how the Company manages its business, including the organization of senior management responsible for resource allocation and performance.  The
CODM of the Company is Charif Souki, Chairman and Chief Executive Officer.  Mr. Souki is ultimately responsible for allocating resources to and assessing the performance of the Company’s segments.  The Company has aligned its operating segments with personnel who report directly to Mr. Souki and who are directly accountable to and maintain regular contact with Mr. Souki to discuss operating activities, financial results, forecasts, or plans for the segments (the “Segment Managers”).  Below
is a table that identifies the CODM and each Segment Manager.

The Company does not use aggregation to determine its operating segments.  Below is an analysis of each operating segment and its economic characteristics.

LNG receiving terminal business segment – The Company’s portfolio of LNG receiving terminals consists of: the Sabine Pass LNG receiving terminal, the Corpus Christi LNG receiving terminal, the Creole Trail LNG receiving terminal and 30% of the equity interests
of Freeport LNG, LP.  Although in different stages of development, these LNG receiving terminals are designed to provide similar services, for negotiated fees, to customers seeking terminal capacity to deliver LNG to the Gulf Coast of the United States.  These LNG receiving terminals are required to conduct their business activities in similar regulatory environments.

Natural gas pipeline business segment – The Company’s portfolio of natural gas pipelines consists of: the Creole Trail pipeline, the Corpus Christi pipeline, the Southern Trail pipeline and the Sonora/Teranova pipeline.  Although in different stages
of development, these pipelines are designed to provide natural gas transportation services, for regulated fees, to customers seeking pipeline capacity to deliver natural gas to North American markets. These natural gas pipelines are required to conduct their business activities in similar regulatory environments.

LNG & natural gas marketing business segment – The Company is developing its LNG & natural gas marketing activities through its wholly-owned subsidiary Cheniere Marketing, LLC (“Cheniere Marketing”).  Cheniere Marketing’s primary
asset is its terminal use agreement (“TUA”) capacity held at the Sabine Pass LNG receiving terminal.  Cheniere Marketing is seeking to develop a portfolio of long-term, short-term, and spot LNG purchase agreements to monetize its TUA capacity at the Sabine Pass LNG receiving terminal.

3

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated September 11, 2009

Mr. Souki reviews the Company’s operating results on a quarterly basis using the information found in the quarterly business segment footnote filed in our SEC filings.  Due to the limited number of customers and the recurring nature of the Company’s current operating and administrative activities, a quarterly review
of the GAAP basis segment information is deemed appropriate at this time.  However, due to the Company’s current focus on its cash position, Mr. Souki reviews a monthly cash report containing actual and forecast cash flows and an analysis of any variances to budget.    The monthly cash flow report is comprised of two models: 1) the “CQP” model that reflects cash receipts and cash expenditures of activities within Cheniere Energy Partners, L.P., the Company’s
90% owned master limited partnership that owns 100% of the equity interests of the Sabine Pass LNG receiving terminal and 2) the “CEI” model that reflects cash receipts and cash expenditures of all other activities outside “CQP”, including the non-CQP portion of the terminal segment, the pipeline segment, the marketing segment, and the corporate and other activities that are not defined by any of our segments.
The cash analysis is reviewed in this format due to the legal structure in place and the restrictions on cash within the consolidated structure of the Company.  Each Segment Manager is directly accountable for the components of his or her respective operating segment results and performance that are analyzed in the monthly cash report and quarterly operating results.  Regular contact is maintained between the Segment Managers and Mr. Souki in order to assess performance and allocate resources.

3.

An example of the monthly cash report has been provided in a supplemental submission requesting confidential treatment to protect the confidential nature of the cash projections.  Please reconcile the information in the table on page 99 for revenues by segment to that shown for the individual revenue line items on your consolidated
statements of operations on page 62.  In this regard, it is not clear, for example, how the amount in the table for LNG Receiving Terminal revenues of $15,000 equates to what is shown on your consolidated statements of operations for the year ended December 31, 2008.

Response:

The $15.0 million revenue disclosed in the Company’s LNG receiving terminal segment is intercompany revenue earned from its LNG & natural gas marketing segment.  The $15.0 million represents LNG & natural gas marketing business segment’s charge for its capacity under its TUA with the Company’s LNG receiving
terminal segment.  The presentation of the $15.0 million cost of the TUA as a net amount in revenue by the Company’s LNG & natural gas marketing segment causes the intersegment transaction to be eliminated when totaling to the Company’s consolidated revenue.

The $1.0 million revenue disclosed in the Company’s natural gas pipeline segment is primarily intercompany revenue earned from transportation fees from the LNG receiving terminal segment.  This $1.0 million revenue was eliminated in the corporate and other column as noted in note (1) that states, “…and certain
intercompany eliminations.”  The $3.2 million of corporate and other revenue represents the $4.2 million oil and gas sales on the Consolidated Statements of Operations, offset by the $1.0 million elimination of the intercompany pipeline revenue.

The Company will expand its disclosure in future filings to clarify that the intersegment transaction between the Company’s different business segments is eliminated to arrive at the total consolidated revenue amount found in the consolidated statements of operations for each respective period.

4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        September 11, 2009
  Ms. Meg A. Gentle Senior Vice President & Chief Financial Officer Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, Texas 77002

 Re: Cheniere Energy, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009 Response Letter Dated August 13, 2009 File No. 001-16383

 Dear Ms. Gentle:
We have reviewed your filing and response letter and have the following
comments.  Please provide a written response to our comments.  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 better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2008

Note 19 – Financial Instruments, page 86
 1. With regard to your 2007 Term Loan and 2008 Convertible Loans, we note your disclosure in footnotes three and four that the estimated fair value of these instruments as presented in the table “was stated at its carrying amount due to it being a non-trading instrument with no liquid market.”  Based on your disclosure, please confirm, if true, that you are relying on the exception described in paragraph 14 of FAS 107 for estimating the fair value of a financial instrument, or otherwise advise.  Please expand your disclosure to explain in greater detail the reasons why you are not able to calculate an estimated fair value.

Ms. Meg A. Gentle
Cheniere Energy, Inc.
September 11, 2009 Page 2

Note 24 – Business Segment Information, page 97
 2. We have considered your response to our prior comment number 12 and note your statement that your uncompleted LNG receiving terminals do not, at this point, represent a business for which discrete financial information is available; therefore, segment management cannot regularly review the operating results of such components.  We also note your disclosure on page 97 that your “operating segments reflect lines of business for which separate financial information is produced internally and are subject to evaluation by our chief operating decision makers in deciding how to allocate resources.”  Based on this information, please provide an analysis for each of the three operating segments you identify as i) LNG receiving terminal business, ii) natural gas pipeline business and iii) LNG and natural gas marketing business, that supports how you have applied the guidance provided by paragraph 10 of FAS 131.  As part of your response, identify for us your chief operating decision makers (CODM) and provide an example set of information regularly reviewed by your CODM to make resource allocation decisions and to assess performance.
 3. Please reconcile the information in the table on page 99 for revenues by segment to that shown for the individual revenue line items on your consolidated statements of operations on page 62.  In this regard, it is not clear, for example, how the amount in the table for LNG Receiving Terminal revenues of $15,000 equates to what is shown on your consolidated statements of operations for the year ended December 31, 2008.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Ms. Meg A. Gentle
Cheniere Energy, Inc. September 11, 2009 Page 3

You may contact Jennifer O’Brien at (202) 551-3721 or Mark Wojciechowski at
(202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact Douglas Brown at (202) 551-3265, Michael Karney at (202) 551-3847, or me at (202) 551-3740 with any other questions.           S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

    filename1.htm

600 Travis, Suite 4200

Houston, Texas 77002

713.220.4200 Phone

713.220.4285 Fax

andrewskurth.com

August 13, 2009

Mr. H. Roger Schwall

Assistant Director

Securities and Exchange Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Re:

Cheniere Energy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2008

Filed February 27, 2009

File No. 001-16383

Dear Mr. Schwall:

On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the responses of the Company to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated July 31, 2009, with respect to the Company’s Form 10-K for fiscal year ended December 31, 2008 (File No. 001-16383) (the “10-K”).  For your convenience, the responses are prefaced by the exact text of the Staff’s corresponding comment.

The Company acknowledges the following:  (i) the Company is responsible for the adequacy and accuracy of the disclosure in the 10-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 Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

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

                Sincerely,

                Meredith S. Mouer

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

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

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated July 31, 2009

Form 10-K for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 35

Contractual Obligations, page 47

1.

We note you exclude the interest component of your long-term debt.  In light of the significance of your long-term debt to your financial statements as a whole, please expand your accompanying footnotes to describe the nature of provisions that create, increase or accelerate obligations, or other pertinent data to the extent
necessary for an understanding of the timing and amount of your specified contractual obligations, as contemplated by Item 303(a)(5) of Regulation S-K.

Response:

In the accompanying footnotes, we cross-reference Note 18 of our Notes to Consolidated Financial Statements, which contains a description of the interest expense obligations under each debt instrument.  Similar disclosure appears beginning on page 45 of the 10-K.  However, in response to this comment, we will revise
the presentation in future filings so that our minimum cash obligation related to the interest component of our long-term debt is explicitly disclosed in the notes under the tabular disclosure of contractual obligations.

Beginning on page 45 of the 10-K, we describe and disclose in detail all provisions that create, increase or accelerate obligations, and other pertinent data to the extent necessary for the readers to understand the timing and amount for each long-term debt instrument.  In response to this comment, however, we will restate this
information below the tabular table in future filings.

Summary of Critical Accounting Policies and Estimates, page 50

2.

We note you identify seven areas of accounting where critical accounting policies are used to record activity.  However, your disclosures appear to lack association with specific accounting estimates that may be necessary to an understanding of your liquidity, capital resources, and results of operations.  Please
expand your disclosures to address the specific instances where uncertainties exist in your estimates.  Your disclosures should provide information about the quality and variability of your earnings and cash flow so that investors may ascertain the indicative value of your reported financial information.  We generally find that disclosures including both a sensitivity analysis and discussion of historical experience making the critical estimate are effective in conveying this information.  It
is important to note that while accounting policy notes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should present your analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its application over time.  Please refer to Section 501.14 of the Financial
Reporting Codification for further guidance.

Response:

In Note 2 of our Notes to Consolidated Financial Statements, we note that the preparation of our Consolidated Financial Statements requires us to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes, which include, but are not limited to, the following:

·

property, plant and equipment,

·

goodwill,

·

valuation allowances for income tax assets, and

·

fair value of share-based payments.

We do not believe that we have estimates that would materially impact our liquidity or capital resources.  For example, we do not estimate the collectability of large receivable balances for liquidity purposes, as our customers prepay their usage fees prior to the month services are rendered.

The use of estimates does, however, impact our results of operations.  A few examples are: the use of estimates in determining the depreciation of our fixed assets; the use of estimates in determining value in the assessment of goodwill; and the use of estimates in the calculation of fair value related to our share-based compensation
payments.  Although we believe these estimates are discussed in the relevant sections in our Notes to Consolidated Financial Statements, in response to this comment, we will address these estimates in the Summary of Critical Accounting Policies and Estimates within our MD&A in our future filings.

2

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated July 31, 2009

Management’s Report on Internal Control Over Financial Reporting, page 57

3.

In the first paragraph of this section, you state that internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations.  The language in this paragraph appears to limit management’s conclusions regarding the effectiveness of your internal control over financial reporting
at a reasonable assurance level.  Please confirm for us, if true, that the disclosure is not meant to limit management’s conclusions as to the effectiveness of your internal control over financial reporting.  Also, in future filings, please remove or revise the disclosure so that it does not appear to limit management’s conclusions.

Response:

We confirm that this disclosure is not meant to limit management’s conclusions as to the effectiveness of our internal control over financial reporting.  We will revise the disclosure in future filings as follows: “Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.”

4.

Please include a statement that the registered public accounting firm that audited the financial statements has issued an attestation report on your internal control over financial reporting.  See Item 308(a)(4) of Regulation S-K.

Response:

In future filings, we will include a statement that the registered public accounting firm that audited the financial statements has issued an attestation report on our internal control over financial reporting.  Please note that our report appears on the page immediately preceding the attestation report from our registered public
accounting firm.

3

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated July 31, 2009

Financial Statements and Supplementary Data, page 56

General

5.

We note in your financial statements the changes in operating results in the year ended December 31, 2008 in comparison to your prior years’ operating results.  In all future filings, the disclosure in the “Business” and “Management’s Discussion and Analysis…” sections of the registration
statement or periodic report (as the case may be), and elsewhere in the disclosure, as appropriate, should be revised and expanded in order to fully discuss the various business strategies and operational factors impacting the company, it operations and results, and the actions taken, as necessary, by the company in response to these changes in operating results.

Examples would include the (i) current operating results and the current application process with FERC to adapt its facilities in order to export LNG as a result of the higher LNG prices available outside of the United States and the relation to these current factors to your initial business plan which was based upon an assumption of higher LNG prices existing in the United States
than that existing outside the United States.

Response:

We will revise our disclosure in future filings to expand on our business strategies and operational factors impacting the Company, its operations and results, and the actions taken, as necessary, by the Company in response to these changes in operating results.

With respect to your example above, please note that we secured the necessary approvals to export LNG in order to maximize the flexibility of the Company’s assets.  We did not secure these approvals in response to any changes in the Company’s operating results. We do not view these approvals as material to our business and
the approvals do not represent any change to our business strategy.

We make no assumption as to the relative price of LNG in the United States compared to the world market.  Our business plan is not and was not based upon an assumption of higher LNG prices in the United States compared to prices outside the United States.

We believe that LNG can be produced and delivered to the United States for a lower cost than the cost to produce natural gas in North America at the margin.  Therefore, we expect that it would be profitable to produce and deliver LNG to the United States even if North America were the lowest-priced natural gas market in the world.

4

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated July 31, 2009

6.

Please provide us, as supplemental information, an analysis to support your decision to remove the supplemental information relating to your oil and gas reserves and related financial data from your Form 10-K.  In this regard, we note, without limitation, you have excluded the disclosures set forth in FAS 69, FAS 131, FAS 143
and Industry Guide 2.  The staff does note your statement on page 13 that “As a result of the lack of materiality to our consolidated financial statements taken as a whole, our oil and gas exploration, development and exploitation activities have been excluded as a separately disclosed operating segment.”

Response:

In the fourth quarter of 2008, we decided to present our oil and gas exploration, development and exploitation activities as part of our corporate and other business segment due to the immaterial nature of this segment.  In addition, we assessed the materiality of the required disclosures found in the guidance you referenced above
and determined that these disclosures regarding our oil and gas exploration, development and exploitation activities were immaterial on a quantitative and qualitative basis (as described below) to the readers of our financial statements.

Qualitative – In connection with our 2008 cost savings program, we terminated all personnel that were working on developing our oil and gas exploration, development and exploitation activities and reassigned responsibilities for oversight of our oil and gas activities
to another vice president within the Company.  We have stated that our primary focus is on the development of our LNG-related businesses.

Quantitative – As of December 31, 2008, we had a net balance of $2.4 million of proved oil and gas property and an asset retirement obligation of $0.3 million on our Consolidated Balance Sheets.

5

Cheniere Energy, Inc.

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

Company’s Responses to

SEC Comment Letter dated July 31, 2009

Consolidated Statement of Cash Flows, page 64

7.

We note your classification in 2008 of $(248,767) as a financing activity, with a caption titled ‘Investment in restricted cash and cash equivalents;’ and your disclosure on page 43 that proceeds from the borrowings under the 2008 Convertible Loans “were used to fund reserve accounts of $248.8 million.”  We
also note your disclosure on pages 45 and 46 that certain of these funds “were utilized to pay for interest on the Bridge Loan, to pay expenses incurred in connection with the issuance of the 2008 Convertible Loans and consideration of other strategic alternatives and to fund working capital and general corporate needs of Cheniere and its subsidiaries.”  Please explain to us why you believe it is appropriate to classify the use of all of these proceeds as a financing activity.

Response:

Below is an itemized reconciliation of cash outflows and inflows from our financing activities, as follows (in thousands):

Borrowings:

Bridge Loan (May 2008)

$
95,000

2008 Convertible Loans (August 2008)

250,000

Sabine Pass LNG Senior Notes Offering (September 2008)

145,000

Total proceeds from borrowings

490,000

Use of restricted cash:

2008 Convertible Loans

(135,000
)

(i)

Sabine Pass LNG Senior Notes Offering

(145,000
)

(ii)

Funds used to pay debt issuance costs on Sabine Pass LNG Senior Notes Offering

4,840

(iii)

Funds used to pay minority interest holders

26,393

(iv)

Total use of borrowings that were restricted (investment in restricted cash)

(248,767
)

Use of unrestricted cash:

Extinguish Bridge Loan

(95,000
)

Sabine Pass LNG debt issuance costs

(4,840
)

Debt issuance costs incurred on other borrowings

(29,664
)

Payment to minority interest holders

(26,393
)

Purchase of treasury shares and other

(4,467
)

Total use of borrowings that were unrestricted (investment in unrestricted cash)

(160,364
)

Use of cash considered financing activities

$
80,869

$135 million of our borrowings from the 2008 Convertible Loans was placed into a reserve account for Cheniere Marketing, LLC’s TUA payments to Sabine Pass LNG, L.P.  Because these funds were presented as restricted cash and cash equivalents on our Consolidated Financial Statements, we presented the funds as funds being ‘investment
in restricted cash and cash equivalents.’

(i)

$145 million of our borrowings from the Sabine Pass LNG Senior Notes Offering in September 2008 were presented as ‘investment in restricted cash and cash equivalents’ because the borrowings occurred at Sabine Pass LNG, L.P. and such funds are considered restricted to the Company.

(ii)

$4.8 million represents restricted funds used at Sabine Pass LNG, L.P. to pay for debt issuance costs for the Sabine Pass LNG Senior Notes Offering in September 2008, and therefore we present the use of this cash as ‘investment in restricted cash and cash equivalents.’

(iii)

$26.4 million represents the restricted funds used by Cheniere Energy Partners, L.P. from the restricted account (distribution reserve account) to pay common unit distributions, and therefore we present the use of th

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        July 31, 2009

Ms. Meg A. Gentle
Senior Vice President & Chief Financial Officer Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, Texas 77002
 Re: Cheniere Energy, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009
  File No. 001-16383

 Dear Ms. Gentle:
We have reviewed your filing and have the following comments.  Please provide
a written response to our comments.  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 better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation,

page 35

Contractual Obligations, page 47

1. We note you exclude the interest component of your long-term debt.  In light of the significance of your long-term debt to your financial statements as a whole, please expand your accompanying footnotes to describe the nature of provisions that create, increase or accelerate obligations, or other pertinent data to the extent

Ms. Meg A. Gentle
Cheniere Energy, Inc.
July 31, 2009 Page 2

necessary for an understanding of the timing and amount of your specified contractual obligations, as contemplated by Item 303(a)(5) of Regulation S-K.

Summary of Critical Accounting Policies and Estimates, page 50

2. We note you identify seven areas of accounting where critical accounting policies are used to record activity.  However, your disclosures appear to lack association with specific accounting estimates that may be necessary to an understanding of your liquidity, capital resources, and results of operations.  Please expand your disclosures to address the specific instances where uncertainties exist in your estimates.  Your disclosures should provide information about the quality and variability of your earnings and cash flow so that investors may ascertain the indicative value of your reported financial information.  We generally find that disclosures including both a sensitivity analysis and discussion of historical experience making the critical estimate are effective in conveying this information.  It is important to note that while accounting policy notes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should present your analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its application over time.  Please refer to Section 501.14 of the Financial Reporting Codification for further guidance.
 Management’s Report on Internal Control Over Financial Reporting, page 57

3. In the first paragraph of this section, you state that internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations.  The language in this paragraph appears to limit management’s conclusions regarding the effectiveness of your internal control over financial reporting at a reasonable assurance level.  Please confirm for us, if true, that the disclosure is not meant to limit management’s conclusions as to
 the effectiveness
of your internal control over financial reporting.  Also, in future filings, please
remove or revise the disclosure so that it does not appear to limit management’s conclusions.

4. Please include a statement that the registered public accounting firm that audited the financial statements has issued an attestation report on your internal control over financial reporting.  See Item 308(a)(4) of Regulation S-K.

Ms. Meg A. Gentle
Cheniere Energy, Inc.
July 31, 2009 Page 3

Financial Statements and Supplementary Data, page 56
 General

 5. We note in your financial statements the changes in operating results in the year ended December 31, 2008 in comparison to your prior years’ operating results.  In all future filings, the disclosure in the “Business” and “Management’s Discussion and Analysis….” sections of the registration statement or periodic report (as the case may be), and elsewhere in the disclosure, as appropriate, should be revised and expanded in order to fully discuss the various business strategies and operational factors impacting the company, it operations and results, and the actions taken, as necessary, by the company in response to these changes in operating results.

Examples would include the (i) current operating results and the current application process with FERC to adapt its facilities in order to export LNG as a result of the higher LNG prices available outside of the United States and the relation to these current factors to your initial business plan which was based upon an assumption of higher LNG prices existing in the United States than that existing outside the United States.
 6. Please provide us, as supplemental information, an analysis to support your decision to remove the supplemental information relating to your oil and gas reserves and related financial data from your Form 10-K.  In this regard, we note, without limitation, you have excluded the disclosures set forth in FAS 69, FAS 131, FAS 143 and Industry Guide 2.  The staff does note your statement on page 13 that “As a result of the lack of materiality to our consolidated financial statements taken as a whole, our oil and gas exploration, development and exploitation activities have been excluded as a separately disclosed operating segment.”

Consolidated Statement of Cash Flows, page 64

7. We note your classification in 2008 of $( 248,767) as a financing activity, with a
caption titled ‘Investment in restricted cash and cash equivalents;” and your disclosure on page 43 that proceeds from the borrowings under the 2008 Convertible Loans “were used to fund reserve accounts of $248.8 million.”  We also note your disclosure on pages 45 and 46 that certain of these funds “were utilized to pay for interest on the Bridge Loan, to pay expenses incurred in connection with the issuance of the 2008 Convertible Loans and consideration of other strategic alternatives and to fund working capital and general corporate needs of Cheniere and its subsidiaries.”  Please explain to us why you believe it is appropriate to classify the use of all of these proceeds as a financing activity.

Ms. Meg A. Gentle
Cheniere Energy, Inc.
July 31, 2009 Page 4

 Note 2 – Summary of Significant Accounting Polices, page 65

Revenue Recognition, page 66

8. Please expand your footnote to address your accounting policy for the line item captioned ‘Marketing and trading gain (loss).’  Please also expand your MD&A to discuss the fluctuation from 2007 to 2008.
 Note 4 - Restructuring Charges, page 73

 9. Please expand your disclosure to address the items contemplated by paragraph 20(d) of FAS 146 for your reportable segments, or otherwise advise why you have not provided this disclosure.
 Note 10 – Property, Plant and Equipment, page 77

 Asset Retirement Costs, page 78

 10. We note from your disclosure with regard to the retirement of certain LNG receiving terminal and natural gas pipeline assets and obligations related to right-of-way agreements, you “determined that due to an indeterminate life of such assets, the fair value of the retirement obligation is not reasonably estimable.”  We also note from your disclosure under the heading of ‘LNG Terminal Costs’ that the “Sabine Pass LNG receiving terminal is depreciated using the straight-line depreciation method applied to groups of LNG receiving terminal assets with varying useful lives.  The identifiable components of the Sabine Pass LNG receiving terminal with similar estimated useful lives have a depreciable range between 10 and 50 years.”  Based on this disclosure, please address the following:

• Describe to us the nature of the ‘groups of LNG receiving terminal assets’ and the ‘identifiable components of the Sabine Pass LNG receiving terminal;’

• Explain how you considered whether or not you have enough information to
estimate the fair value of the asset retirement obligation for the depreciable components of your Sabine Pass LNG receiving terminal.  In this regard, the staff notes the guidance provided by Example 2 of FIN 47.

Ms. Meg A. Gentle
Cheniere Energy, Inc.
July 31, 2009 Page 5

Note 11 – Intangible Assets, page 78
 Amortizable Intangible Assets, page 79

 11. We note your statement that “For 2008 and 2007, we had not recognized amortization expense.”  Based on this disclosure, please disclose why and how you decreased the balance of amortizable intangible assets from $14,228 in 2007 to $1,637 in 2008.  Please also explain why you have not recognized amortization expense related to these intangible assets.

Note 14 – Goodwill, page 80

12. We note from your disclosure that your goodwill is attributed to your acquisition of minority interest in the Corpus Christi LNG and that you determined no impairment of your goodwill was necessary during the periods presented.  We also note your statement that “For our impairment reviews, we have designated our LNG receiving terminal business as the reporting unit under review due to similar economic characteristics.”  Given the achievement of commercial operability of the Sabine Pass LNG receiving terminal in September 2008, please explain to us why you believe your LNG receiving terminal businesses continue to exhibit similar economic characteristics.
 Controls and Procedures, page 102

 13. Under Rules 13a-15(e) and 15d-15(e), the definition of disclosure controls and procedures also includes controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports it submits under the Act are accumulated and communicated to the issuer’s management, including its principal executive and financial officers.  Please modify your disclosed definition of “disclosure controls and procedures”  or make reference to the definition of such controls and procedur es in Rules 13a-15(e) and 15d-15(e), as
appropriate, to address this requirement.  This comment also applies to your Form 10-Q for the fiscal quarter ended March 31, 2009.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Ms. Meg A. Gentle
Cheniere Energy, Inc. July 31, 2009 Page 6

  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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Jennifer O’Brien at (202) 551-3721 or Mark Wojciechowski at
(202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact Douglas Brown at (202) 551-3265, Michael Karney at (202) 551-3847, or me at (202) 551-3740 with any other questions.           S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 April 15, 2009
 Charif Souki Chairman of the Board, Chief Executive Officer and President Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, TX 77002
Re: Cheniere Energy, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 6, 2009
  File No. 1-16383
Dear Mr. Souki:

We have completed our review of your Schedule 14A filed March 6, 2009 and have
no further comments at this time.

Sincerely,

H. Roger Schwall Assistant Director
  cc: Meredith Mouer
(713) 238-7409

CORRESP
1
filename1.htm

Response Letter to the SEC

 600 Travis, Suite 4200

 Houston, Texas
77002

 713.220.4200 Phone

 713.220.4285 Fax

 andrewskurth.com

 April 6, 2009

 Mr. H. Roger Schwall

 Assistant Director

 Securities and Exchange Commission

 100 F Street NE, Mail Stop 7010

 Washington, D.C. 20549-7010

Re:
Cheniere Energy, Inc.

 Preliminary Proxy
Statement on Schedule 14A

 Filed March 6, 2009

 File No. 1-16383

 Dear Mr. Schwall:

 On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the response of the Company 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 March 31, 2009, with respect to the Company’s
Preliminary Proxy Statement on Schedule 14A filed March 6, 2009 (File No. 1-16383) (the “Filing”). For your convenience, each response is prefaced by the exact text of the Staff’s comment. We have also supplementally
provided you with redlined pages from the amended Filing marked to show changes made with respect to the Staff’s comments.

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

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

Sincerely,

Meredith S. Mouer

 Enclosure

cc:
Timothy J. Neumann (Cheniere Energy, Inc.)

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

 Cheniere Energy, Inc.

 Preliminary Proxy Statement on Schedule 14A (File No. 1-16383)

 Response to SEC
Comment Letter dated March 31, 2009

 Preliminary Proxy Statement on Schedule 14A

 2008 Cash Bonus Award, page 35

1.
Provide your targeted financial goals included in your 2008 corporate goals in addition to a description of the specific levels of achievement of each named executive officer
relative to the targets as well as any additional information pertaining to each individual’s performance that the compensation committee considered in determining specific payout levels for 2008. See Item 402(b)(1) of Regulation S-K.

 If you believe disclosing the targets would result in competitive harm such that the targets could be excluded properly
under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation supporting your conclusion. If disclosure of quantitative or qualitative performance-related factors would cause competitive
harm, you are required to discuss how difficult it will be for you to achieve the target levels or other factors. See Instruction 4 to Item 402(b) of Regulation S-K.

 Response: We have revised the disclosure on pages 32, 35 and 36 of the Filing in response to this comment to clarify that for 2008 the Company did not
have any targets or specified levels of achievement for particular named executive officers. We have also revised the disclosure on pages 35 and 36 of the Filing in response to this comment to expand our disclosure regarding the Compensation
Committee’s considerations with respect to the amount of the discretionary cash bonuses paid to the named executive officers for 2008.

 2009
Base Salary Adjustment, page 38

2.
We note your reliance on “survey data as well as proxy data for the energy companies, other than major oil companies, on the Bloomberg Houston Chronicle 150 list which
consists of companies that are either based in Texas or are large employers in Texas” with which you based a 20% base salary increase for your CEO because his “base salary was significantly below the median of the survey and proxy data
that was reviewed.” Please provide information regarding the source of salary levels and the external market data upon which you relied, including the components of the information and the component companies.

 Response: In response to this comment, we have expanded the disclosure on page 38 of the Filing to describe in more detail the survey and proxy data
reviewed by the Compensation Committee. We did not include in the Filing the list of peer group companies referenced in the Filing with respect to 2009 because the actual composition of this peer group is not material to an understanding of the
Company’s 2008 compensation. However, we intend to include this list of peer group companies in our proxy statement for next year’s annual meeting of stockholders.

 Page 1 of 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 March 31, 2009
 Charif Souki Chairman of the Board, Chief Executive Officer and President Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, TX 77002
Re: Cheniere Energy, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 6, 2009
  File No. 1-16383
Dear Mr. Souki:

We have limited our review of your filing to those issues we have addressed in
our 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 comments are 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 better understand your disclosure.  After reviewing this information, we may raise additional comments.

2008 Cash Bonus Award, page 35

 1. Provide your targeted financial goals included in your 2008 corporate goals in addition to a description of the specific levels of achievement of each named executive officer relative to the targets as well as any additional information pertaining to each individual’s performance that the compensation committee considered in determining specific payout levels for 2008.  See Item 402(b)(1) of Regulation S-K.  If you believe disclosing the targets would result in competitive harm such that the targets could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation supporting your conclusion.  If disclosure of quantitative or qualitative performance-related factors would cause competitive harm, you are required to

Charif Souki
Cheniere Energy, Inc. March 31, 2009 Page 2
discuss how difficult it will be for you to achieve the target levels or other factors.  See Instruction 4 to Item 402(b) of Regulation S-K.
 2009 Base Salary Adjustment, page 38

 2. We note your reliance on “survey data as well as proxy data for the energy companies, other than major oil companies, on the Bloomberg Houston Chronicle 150 list which consists of companies that are either based in Texas or are large employers in Texas” with which you based a 20% base salary increase for your CEO because his “base salary was significantly below the median of the survey and proxy data that was reviewed.”  Please provide information regarding the source of salary levels and the external market data upon which you relied, including the components of the information and the component companies.
Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   Please contact Douglas Brown at (202)  551-3265 or Michael Karney at (202)
551-3847 with any questions.
 Sincerely,

H. Roger Schwall Assistant Director
  cc: Meredith Mouer
(713) 238-7409

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
 December 24, 2008

Via U.S. Mail and Facsimile
 Mr. Charif Souki Chairman of the Board, Chief Executive Officer and President Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, TX 77002
Re: Cheniere Energy, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed December 3, 2008
  File No. 1-16383
Dear Mr. Souki:

We have limited our review of your filing to those issues we have addressed in
our comment.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment 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 better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Charif Souki
Cheniere Energy, Inc. December 24, 2008
Page 2  Proposal 1 – Approval of Amendment to Restated Certificate of Incorporation…, page 1

 1. Please supplement your disclosure to specify whether you presently have any plans, proposals, or arrangements to issue any of the proposed authorized shares of common stock for any purpose, including fu ture acquisitions and/or financings.
If so, please disclose by including materially complete descriptions of the future acquisitions and/or financing transactions .  If not, please state that you have no
such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the proposed additional authorized shares of common stock.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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 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.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Charif Souki
Cheniere Energy, Inc. December 24, 2008 Page 3
   Please contact Douglas Brown at (202)  551-3265 or, in his absence, Michael
Karney at (202) 551-3847 with any questions.

 Sincerely,

H. Roger Schwall Assistant Director
   cc: D. Brown  M. Karney  Meredith S. Mouer (713) 238-7409

February 21, 2008  Mail Stop 7010
By U.S. Mail and facsimile to (713)375-6477

Charif Souki Chief Executive Officer Cheniere Energy, Inc.  700 Milam Street, Suite 800  Houston, Texas 77002

Re:  Cheniere Energy, Inc.
 Definitive Proxy Statement on Schedule 14A  Filed April 12, 2007
File No.  1-16383
 Dear Mr. Souki:

 We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letters  or any disclosure you includ e in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3687.           S i n c e r e l y ,            C a r m e n  M o n c a d a - T e r r y           A t t o r n e y  A d v i s o r

CORRESP
1
filename1.htm

SEC Comment Response

 600 Travis, Suite 4200

 Houston, Texas 77002

 713.220.4200 Phone

 713.220.4285 Fax

 andrewskurth.com

 January 25, 2008

 Ms. Carmen Moncada-Terry

 Attorney Advisor

 Securities and Exchange Commission

 100 F Street NE, Mail Stop 7010

 Washington, D.C. 20549-7010

Re:
Cheniere Energy, Inc.

 Definitive Proxy
Statement on Schedule 14A

 Filed April 12, 2007

 File No. 1-16383

 Dear Ms. Moncada-Terry:

 On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the response of the Company to the
comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 11, 2008, with respect to the
Company’s Definitive Proxy Statement on Schedule 14A filed April 12, 2007 (File No. 1-16383) (the “Filing”). For your convenience, the response is prefaced by the exact text of the Staff’s comment.

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

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

Sincerely,

 /s/ Meredith S. Mouer

Meredith S. Mouer

 Enclosure

cc:
Zurab S. Kobiashvili (Cheniere Energy, Inc.)

Austin

Beijing

Dallas

Houston

London

Los Angeles

New York

The Woodlands

Washington, DC

 Cheniere Energy, Inc.

 Definitive Proxy Statement on Schedule 14A (File No. 1-16383)

 Response to SEC Comment Letter
dated January 11, 2008

 Definitive Proxy Statement on Schedule 14A

 Annual Incentive, page 18

1.
We note your response to prior comment 5. It does not appear that your response fully addresses the comment. We therefore reissue the comment in part. Please explain how the
62.5% of maximum bonus opportunity was determined in light of the company’s failure to achieve its performance targets.

 Response:

 At the top of page 20 of our 2006 proxy statement, we explain that the pre-established Section 162(m)
performance goals (an increase in total stockholder return by 15% or more and an increase in net asset value per share of 15% or more) required to generate a 2006 bonus pool were not achieved. However, Cheniere is in the process of constructing an
LNG regasification terminal, an interstate pipeline and a marketing company with offices in Houston, London and Paris. The capital cost for the terminal and pipeline is currently estimated to be approximately $1.9 to $2.05 billion and is expected to
commence commercial operations during the second quarter of 2008. It is anticipated that Cheniere’s employment base from the second quarter of 2005 to the second quarter of 2008 will grow by over ten times. For these reasons, management
strongly believed it was crucial to make 2006 incentive awards so that we would not lose key employees and we could continue to recruit high caliber talent at such a critical time in the Company’s development. Management and the Compensation
Committee reviewed the status of the Company’s performance against the 2006 corporate goals as well as market data provided by our outside compensation consultant for incentive opportunities at companies with which we compete for talent to
determine the appropriate amount to pay for 2006 incentive awards. Management recommended and the Compensation Committee agreed that 2006 incentive awards would be paid to the executives at 62.5% of individual maximum bonus opportunities. It was
agreed that 2006 incentive awards paid at 62.5% of individual maximum bonus opportunities was aligned with the total compensation philosophy of companies that we compete with for executive talent and was fair and reasonable in light of the
Company’s strong performance measured against the 2006 corporate goals. The awards were paid to the executive officers 100% in restricted stock, vesting over a three year period, which we believe promotes retention, aligns our management team
with our stockholders and encourages our executives to achieve our primary business goals by ensuring that our executives have a stake in the Company.

 Page 1 of 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        September 20, 2007

Mr. Don A. Turkleson
Chief Financial Officer Cheniere Energy, Inc. 717 Texas Avenue, Suite 3100 Houston, Texas 77002
 Re: Cheniere Energy, Inc.
Response Letter Dated August 31, 2007
  File No. 001-16383

 Dear Mr. Turkleson:
We have reviewed your response letter and have the following comment.  We
have limited our review of your filings to those issues we have addressed in our comments.  Please provide a written response to our comment.   Form 10-K for the Fiscal Year Ended December 31, 2006

 Notes to Consolidated Financial Statements, page 80

Note 1 – Organization and Nature of Operations, page 80

1. We note from your response to prior comment number two that you are focused only to “a limited extent in oil and gas exploration, development and exploitation;” and your primary focus is “on the development of LNG-related businesses.”  We also note you “have built a technical and management team that is experienced in the Gulf of Mexico and in various technical specialties required for [y]our exploration program;” and you have been operating the oil and gas exploration and development segment since your stock initially began trading publicly in 1996.  Based on your response, and the significance of your LNG-related businesses, it remains unclear why you believe your current operational status does not meet the definition of a development stage enterprise as that term is defined in paragraph 8 and 9 of FAS 7.  Please provide further support for your
exclusion of the additional information required by paragraphs 11 and 12 of    FAS 7.

Mr. Don A. Turkleson
Cheniere Energy, Inc. September 20, 2007 Page 2

Closing Comments

 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our comment and provide any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.    You may contact Jennifer O’Brien at (202) 551-3721, or in her absence, Mark Wojciechowski, at (202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        November 1, 2007

Mr. Don A. Turkleson
Chief Financial Officer Cheniere Energy, Inc. 717 Texas Avenue, Suite 3100 Houston, Texas 77002
 Re: Cheniere Energy, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
Filed February 27, 2007
  File No. 001-16383

Dear Mr. Turkleson:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.            S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

 600 Travis, Suite 4200

 Houston, Texas 77002

 713.220.4200 Phone

 713.220.4285 Fax

 andrewskurth.com

 October 18, 2007

 Ms. Mellissa Campbell Duru

 Attorney Advisor

 Securities and Exchange Commission

 100 F Street NE, Mail Stop 7010

 Washington, D.C. 20549-7010

Re:
Cheniere Energy, Inc.

 Definitive Proxy Statement on Schedule 14A

 Filed April 12, 2007

 File No. 1-16383

 Dear
Ms. Duru:

 On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the responses of the
Company to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 21, 2007, with respect to the
Company’s Definitive Proxy Statement on Schedule 14A filed April 12, 2007 (File No. 1-16383) (the “Filing”). For your convenience, the responses are prefaced by the exact text of the Staff’s corresponding
comment.

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

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

 Sincerely,

 Meredith S. Mouer

 Enclosure

cc:
Zurab S. Kobiashvili (Cheniere Energy, Inc.)

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

 Cheniere Energy, Inc.

 Definitive Proxy Statement on Schedule 14A (File No. 1-16383)

 Responses to SEC Comment Letter
dated August 21, 2007

 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 16

 Compensation Discussion and
Analysis, page 16

 Compensation Philosophy and Objectives, page 17

1.
On page 20 you identify three peer groups. Clarify which particular peer group is used as the benchmark for each element of compensation and explain why the particular group was
chosen. See Item 402(b)(2)(xiv) of Regulation S-K.

 Response:

 For 2007 base salaries, we reviewed published survey data as well as the proxy data for each of the energy companies listed on page 18 of our 2007 proxy
statement. This group was selected because it consists primarily of energy companies with revenues between $500 million and $1 billion dollars from which we recruit executive talent. Our 2007 incentive award opportunity was not benchmarked to a
particular peer group nor did we consider survey data. Next year in our Compensation Discussion and Analysis we will describe any peer group used as a benchmark for compensation and explain why each particular peer group was selected.

2.
Although you have provided a description of the elements of compensation, please add disclosure pursuant to Items 402(b)(1)(iv) and (vi) of Regulation S-K. For example,
explain the relative importance to your program of base salary versus other elements of compensation. Consider providing an overview of the percentage base salary represents as a percentage of total compensation awarded. Similarly, you place
emphasis on your status as a developing company. Elaborate further on how the various forms of compensation awarded to officers in 2006 reflect your status as a developing company and your overall compensation objectives.

 Response:

 Our overall executive compensation objective for 2007 emphasizes incentive awards paid in equity rather than cash compensation. We compete against all of the large energy companies for executive talent and, therefore, we prefer to reward
our executives in equity rather than cash compensation to attract and retain top executive talent. In addition, focusing our executives’ compensation more heavily on equity as compared to cash compensation better aligns our executive management
team with our primary business goals of completing and operating our LNG receiving terminals and related natural gas pipelines and managing our LNG and natural gas marketing business. We will address the matters discussed in this response in our
Compensation Discussion and Analysis in our 2008 proxy statement.

 3.

 Although you state that you target base salary compensation at or above the market median and annual income at the
75th percentile, please disclose the actual percentiles represented during 2006 with respect to compensation paid to each named executive officer.
Moreover, if any named executive officer’s actual compensation fell outside of the targeted percentile range with respect to an element of compensation, please disclose the reasons for the divergence.

 Page 1 of 6

 Cheniere Energy, Inc.

 Definitive Proxy Statement on Schedule 14A (File No. 1-16383)

 Responses to SEC
Comment Letter dated August 21, 2007

 Response:

 To the extent we benchmark, in our 2008 proxy statement we will disclose any material discrepancies of our named executive officers’ base salaries and incentive awards from the targeted ranges as compared against
the compensation reported by our peer companies in their 2007 proxy statements for the 2006 reportable year. We will not be able to disclose the actual percentiles or discrepancies of actual pay from targeted ranges as compared against our peer
group’s 2007 compensation because 2007 market data will not have been reported at the time we file our 2008 proxy statement. The actual percentiles of the targets in 2007 will not be available until 2008.

 Annual Incentive, page 18

4.
We direct you to Item 402(b)(1)(v) of Regulation S-K. Your discussion of the manner in which the annual incentive awards are determined is difficult to understand. Present a
clear and concise overview of your program. For example:

•

 quantify the dollar amount of the maximum bonus pool and clarify how it was determined by reference to specific financial and/or operational targets;

•

 clarify whether cash or equity awards are provided under the plan in a given year and explain how a determination is made between providing the awards in either
cash, stock or a combination of both;

•

 elaborate on the circumstances that would result in the committee exercising its discretion to increase or decrease the bonus pool;

•

 specify whether there is a range of bonus amounts (i.e. threshold, target, maximum) payable based on the level of achievement of the financial target established
for a given year; and

•

 disclose the factors the committee would consider in increasing an annual incentive award above the maximum;

 Response:

 On May 25, 2007, the
Section 162(m) Subcommittee (the “Subcommittee”) of the Compensation Committee adopted the 2007 Incentive Compensation Plan, which is described in the Summary Terms for the Cheniere Energy, Inc. Incentive Compensation Plan for
Executive Committee Members and Other Key Employees, attached as Exhibit 10.3 to the Form 8-K filed on June 1, 2007. The Subcommittee also approved the number of shares of phantom stock to be issued to the named executive officers pursuant
to the 2007 Plan. The 2007 Incentive Compensation Plan provides that the phantom stock will be payable in shares of our common stock if a stock price hurdle of $33.57 is met for the period from January 1, 2007 through December 31, 2007.
The achievement of the stock price hurdle will be calculated based on the average closing price of our common stock as reported on the American Stock Exchange for the last 20 trading days of the performance period. If the stock price hurdle is not
met at the end of the performance period, the phantom stock will still be payable in the event the stock price hurdle is achieved during the last 20 trading days of 2008, 2009 or 2010. In our 2008 proxy statement we will quantify the maximum pay-out
that was

 Page 2 of 6

 Cheniere Energy, Inc.

 Definitive Proxy Statement on Schedule 14A (File No. 1-16383)

 Responses to SEC
Comment Letter dated August 21, 2007

established for 2007 compensation purposes for each named executive officer and the number of shares of phantom stock that was granted to each named
executive officer for 2007 under the 2007 Incentive Compensation Plan. We will explain that the $33.57 stock price hurdle for 2007 was established because it represents a 15% increase in the average closing price of our common stock during the last
20 trading days of the previous performance year. In the event the Compensation Committee exercises its discretion to award any portion of the phantom stock in cash in lieu of common stock or to pay an incentive award above the maximum opportunity
established by the Compensation Committee, we will discuss the factors the Compensation Committee considered.

5.
Although none of the performance targets were met for the fiscal year 2006, the committee agreed with management’s recommendation to award all employees 62.5% of their
maximum bonus opportunity. Your disclosure suggests the decision was made for competitive reasons and due to “strong performance” as measured against corporate operational goals achieved in 2006. To facilitate an understanding of when
bonus awards will be made, please specify whether the committee places greater emphasis on competitive conditions and the achievement of operational goals, than on financial goal achievement. If retention and competitive concerns are of paramount
interest to the company given its stage of development, highlight this fact and clearly state, if true, whether the company plans to provide incentive awards regardless of actual financial performance. Moreover, explain how the 62.5% of maximum
bonus opportunity was determined in light of the company’s failure to achieve its performance targets.

 Response:

 The focus of our 2007 Incentive Compensation Plan for our named executive officers is the achievement of a certain stock price hurdle.
In the event the Compensation Committee exercises its discretion to determine that 2007 incentive awards should be paid to our named executive officers regardless of whether the $33.57 stock price hurdle set for 2007 is achieved, we will disclose
what was awarded and the factors the Compensation Committee considered in making its determination.

6.
We refer you to the list of operational achievements considered by the committee in its determination of compensation awarded in 2006. Your disclosure should clarify whether any
of the operational achievements referenced were operational targets that were pre-established for the fiscal year 2006. If they were, please disclose all qualitative and quantitative targets in a given fiscal year. See Items
402(b)(2)(v)-(vi) of Regulation S-K. To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b), please
provide on a supplemental basis a detailed explanation supporting your conclusion. Please also note that to the extent disclosure of the qualitative or quantitative performance-related factors would cause competitive harm, you are required to
discuss how difficult it will be for you to achieve the target levels or other factors. Please disclose the factors considered by the compensation committee in setting performance-related objectives. Please see Instruction 4 to Item 402(b).

 Response:

 The operational achievements considered by the Compensation Committee and listed on page 21 of our 2007 proxy statement were not operational targets that were pre-established

 Page 3 of 6

 Cheniere Energy, Inc.

 Definitive Proxy Statement on Schedule 14A (File No. 1-16383)

 Responses to SEC
Comment Letter dated August 21, 2007

for compensation purposes for the 2006 performance year. In our 2007 Compensation Discussion and Analysis under the heading 2006 Performance
Goals, we disclose the only goals pre-established for compensation purposes for the 2006 performance year, which were the following Section 162(m) performance goals:

•

 an increase in total stockholder return by 15% or more, and

•

 an increase in net asset value per share of 15% or more.

 Because these pre-established Section 162(m) performance goals were not achieved during 2006, management recommended and the Compensation Committee agreed in late 2006 that the Compensation Committee would not
make its final determination on 2006 incentive awards until it had reviewed the status of the 2006 corporate goals and objectives detailed in management’s year-end report. The 2006 corporate goals and objectives had been established
by management prior to the beginning of 2006.

 Role of Compensation Committee and Executive Officers in Compensation Decisions, page 17

7.
You state on page 18 that “executive performance” is considered by the committee when the committee makes its final determinations of executive compensation. Provide a
discussion and analysis of how an individual executive’s performance is evaluated and how their performance factors into the compensation actually received. If there are elements of individual performance, both qualitative and quantitative,
that are considered by the compensation committee, disclose this fact. Disclose whether the compensation committee considered any specific contributions in its final assessment of recommendations it received from the Chief Executive Officer and
Chief Operating Officer and, if applicable, whether any specific contributions were weighted and factored into specific compensation decisions made in 2006. Please disclose any personal goals established for the Chief Executive Officer and his
overall level of achievement of such goals during the last fiscal year. See Item 402(b)(2)(vii) of Regulation S-K.

 Response:

 The focus of our 2007 Incentive Compensation Plan for our named executive officers is the achievement of certain
stock price hurdles rather than individual performance. In May 2007, the Subcommittee approved the number of shares of phantom stock to be issued to each of our named executive officers pursuant to the 2007 Plan based on the officer’s position
with the Company. The phantom stock will be payable in shares of our common stock if a stock price hurdle of $33.57 is met for the performance period. In the event the Compensation Committee exercises its discretion to determine that 2007 incentive
awards should be paid to our named executive officers regardless of whether the $33.57 stock price hurdle set for 2007 is achieved or otherwise awards compensation outside of the terms of the 2007 Incentive Compensation Plan, we will disclose what
was awarded and the factors the Compensation Committee considered in making its determination.

8.
 The Compensation Disclosure and Analysis should be sufficiently precise to capture material differences in compensation policies with respect to individual named
executive officers. We refer you to Section II.B.1 of Commission Release 33-8732A. Please provide a more detailed discussion of how and why the compensation of your highest-paid named executive officers

 Page 4 of 6

 Cheniere Energy, Inc.

 Definitive Proxy Statement on Schedule 14A (File No. 1-16383)

 Responses to SEC
Comment Letter dated August 21, 2007

differs from that of the other named executive officers. For example, we note the disparities in the equity awards awarded in 2006 to the Chief Executive
Officer relative to the other named executive officers as reflected in the Grants of Plan-Based Awards table. Similarly, disparities exist between the named executive officers in the maximum 2006 bonus opportunity expressed as a percentage of base
salary. If policies or decisions relating to a named executive officer are materially different than the

CORRESP
1
filename1.htm

Correspondence

 600 Travis, Suite 4200

 Houston, Texas 77002

713.220.4200 Phone

 713.220.4285 Fax

 andrewskurth.com

 October 1, 2007

 Ms. Jill S. Davis

 Branch Chief

 Securities and Exchange Commission

 100 F Street NE, Mail Stop 7010

 Washington, D.C. 20549-7010

Re:
Cheniere Energy, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2006

 Filed February 27, 2007

 File No. 001-16383

 Dear Ms. Davis:

 On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the response of the Company to the
comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 20, 2007, with respect to the
Company’s Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16383) (the “Filing). For your convenience, the response is prefaced by the exact text of the Staff’s comment.

 The Company acknowledges the following: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filing;
(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 Filing; and (iii) the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

 Sincerely,

 /s/ Meredith S. Mouer

 Meredith S. Mouer

cc:
Don A. Turkleson (Cheniere Energy, Inc.)

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

 Cheniere Energy, Inc.

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

 Response to SEC Comment Letter dated September
20, 2007

 Form 10-K for the Fiscal Year Ended December 31, 2006

 Notes to Consolidated Financial Statements, page 80

 Note
1 — Organization and Nature of Operations, page 80

1.
We note from your response to prior comment number two that you are focused only to “a limited extent in oil and gas exploration, development and exploitation;” and
your primary focus is “on the development of LNG-related businesses.” We also note you “have built a technical and management team that is experienced in the Gulf of Mexico and in various technical specialties required for [y]our
exploration program;” and you have been operating the oil and gas exploration and development segment since your stock initially began trading publicly in 1996. Based on your response, and the significance of your LNG-related businesses, it
remains unclear why you believe your current operational status does not meet the definition of a development stage enterprise as that term is defined in paragraphs 8 and 9 of FAS 7. Please provide further support for your exclusion of the
additional information required by paragraphs 11 and 12 of FAS 7.

 Response:

 The Company has evaluated and will continue to evaluate on an ongoing basis the following broad guidelines provided in SFAS No. 7, Accounting and
Reporting by Development Stage Enterprises, for determining whether an enterprise is in the development stage. Specifically:

 8. For
purposes of this Statement, an enterprise shall be considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists:

 a) Planned principal operations have not commenced. b) Planned principal operations have commenced, but there has been no significant revenue
therefrom.

 9. A development stage enterprise will typically be devoting most of its efforts to activities such as financial
planning; raising capital; exploring for natural resources; developing natural resources; research and development; establishing sources of supply; acquiring property, plant, equipment, or other operating assets, such as mineral rights; recruiting
and training personnel; developing markets; and starting up production.

 In considering this guidance, and the fact that SFAS No. 7
does not provide a bright-line definition of substantially all, management has and continues to evaluate quantitative factors (i.e., assets, revenues and operating expenditures) and qualitative factors (i.e., risk factors, existing ongoing
obligations and responsibilities and the Company’s overall

 2

 Cheniere Energy, Inc.

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

 Response to SEC Comment Letter dated September
20, 2007

historical and current business circumstances) in considering whether it is devoting substantially all of its efforts to establishing a new business.
In its judgment, management has determined that the Company has activities unrelated to the establishing a new business that are not insignificant individually and in the aggregate, and as such the Company has not devoted substantially all of
its efforts to establishing a new business in the periods since September 1999. As a result, management has determined that the Company has not been a development stage enterprise as described in SFAS No. 7 for reporting periods commencing with
September 1999.

 In reaching this conclusion, the Company has considered the following:

•

 From its inception as a public company in 1996 until September 1999, the Company met the criteria of a development stage enterprise as defined in SFAS No. 7,
and included the additional information required by paragraphs 11 and 12 of SFAS No. 7.

•

 In September 1999, when the Company began generating oil and gas revenue from its upstream exploration and production (“E&P”) activities, management
determined that the Company no longer met the definition of a development stage enterprise and ceased to provide the additional information required by paragraphs 11 and 12 of SFAS No. 7. From 1999 to the present, the Company has continued to
operate its E&P business as evidenced by maintaining separate E&P related legal entities and organizational management, including a senior level executive responsible for E&P and a staff of E&P professionals for support of its
E&P regulatory, operational, investment and development activities. In addition, the Company maintains a large seismic data library and continues to participate in E&P projects.

•

 Throughout its history, the Company has provided in its public filings the disclosures required of entities engaged in material E&P activities, including:

o
Disclosing E&P activities as a separate reportable segment in its business segment disclosures,

o
Providing SFAS No. 69, “Disclosures about Oil and Gas Producing Activities—An Amendment of FASB Statements 19, 25, 33, and 39,” oil and gas reservoir disclosures
in its annual reports,

o
Providing SFAS No. 154, “Accounting Changes and Error Corrections,” disclosures regarding its change of accounting method from full cost to successful efforts in
2006,

o
Describing significant E&P accounting policies in footnotes to its financial statements, and

o
Discussing its E&P business activities in the management discussion and analysis section of its filings.

 3

 Cheniere Energy, Inc.

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

 Response to SEC Comment Letter dated September
20, 2007

•

 The evolution of the Company’s LNG-related businesses has been a gradual process. The Company believes that, throughout this process, its disclosures regarding
the development of these businesses has been sufficient to provide the users of its financial statements with a complete understanding of the nature, extent and effect of them on all of its financial statements. Specifically:

o
The financial results of the Company’s LNG-related businesses are provided separately in disclosures about its business segments.

o
The Company has made discrete presentation of LNG-related activities on the Company’s consolidated balance sheets, statements of operations and statements of cash flows and in
its notes to consolidated financial statements.

o
The Sabine Pass LNG receiving terminal, which has been the focus of the vast majority of the Company’s efforts and expenditures in the LNG-related business, is held by a
subsidiary of the Company that is a ‘34 Act reporting company (effective May 2007), and is reported as a development stage enterprise with anticipated commercial operations commencing in the second quarter of 2008.

o
The Company’s additional activities involving other potential LNG receiving terminals and LNG-related projects are in various stages of progression and are discussed in its
public filings.

•

 During 2006, the Company began natural gas marketing and trading activities. These marketing and trading activities have been generating revenue since the fourth
quarter of 2006 and are expected to increase significantly once the Sabine Pass LNG receiving terminal commences commercial operations in early 2008.

•

 The Company maintains a headquarters staff in Houston and offices in London and Paris. These international offices support its LNG marketing and procurement
activities. The Company’s executive management, key financial reporting control personnel and other support functions are based at its headquarters.

 In management’s judgment, the Company does not devote substantially all of its efforts to establishing a new business, and that the disclosure requirements of paragraphs 11 and 12 of SFAS No. 7 are
not required. The Company has also concluded that such disclosures would have no appreciable incremental utility for the users of its financial statements in understanding the impact of developmental activities on its financial position, results of
operations or cash flows. In reaching its conclusion, management recognizes that its new business development activities are significant and recognizes its responsibility to ensure that the users of the financial statements fully understand the
financial impact of those activities. It is also aware of its responsibility to continue to evaluate its business activities each period for the purpose of determining whether it continues to believe that substantially all of its business
activities are not in the development stage.

 4

August 21, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (713)375-6477

Charif Souki
Chief Executive Officer
Cheniere Energy, Inc.
700 Milam Street, Suite 800
Houston, Texas 77002

Re:  Cheniere Energy, Inc.
 Definitive Proxy Statement on Schedule 14A
 Filed April 12, 2007
File No.  1-16383

Dear Mr. Souki:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division of Corporation Finance’s focused review of
executive compensation disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 2 of 5

Executive Compensation, page 16
Compensation Discussion and Analysis, page 16
Compensation Philosophy and Objectives, page 17
1. On page 20 you identify three peer groups.  Clarify which particular peer group is
used as the benchmark for each element of compensation and explain why the
particular group was chosen.   See It em 402(b)(2)(xiv) of Regulation S-K.
2. Although you have provided a description of the elements of compensation, please
add disclosure pursuant to Items 402(b)(1)( iv) and (vi) of Regulation S-K.  For
example, explain the relative importance to your program of base salary versus other
elements of compensation.  Consider provi ding an overview of the percentage base
salary represents as a percentage of to tal compensation awarded.  Similarly, you place
emphasis on your status as a developing company.  Elaborate further on how the
various forms of compensation awarded to officers in 2006 reflect your status as a
developing company and your overa ll compensation objectives.
3. Although you state that you target base sala ry compensation at or above the market
median and annual income at the 75th percentile, please disclose  the actual percentiles
represented during 2006 with respect to co mpensation paid to each named executive
officer.  Moreover, if any named executive officer’s actual compensation fell outside
of the targeted percentile range with re spect to an element of compensation, please
disclose the reasons for the divergence.
Annual Incentive, page 18
4. We direct you to Item 402(b)(1)(v) of Regulation S-K.   Your discussion of the
manner in which the annual incentive aw ards are determined is difficult to
understand.  Present a clear and concise overview of your program.  For example:
• quantify the dollar amount of the ma ximum bonus pool and  clarify how it
was determined by reference to specific  financial and/or operational targets;
• clarify whether cash or equity awards are provided under the plan in a given
year and explain how a determination is made between providing the awards in either cash, stock or a combination of both;
• elaborate on the circumstances that would result in the committee exercising
its discretion to increase or decrease the bonus pool;
• specify whether there is a range of bonus amounts (i.e. threshold, target,
maximum) payable based on the level of achievement of the financial target
established for a given year; and
• disclose the factors the committee woul d consider in increasing an annual
incentive award above the maximum.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 3 of 5

5. Although none of the performance targets were met for the fiscal year 2006, the
committee agreed with management’s r ecommendation to award all employees
62.5% of their maximum bonus opportunity.  Y our disclosure suggests the decision
was made for competitive reasons and due to “strong performance” as measured against corporate operational goals achieved  in 2006.  To facilitate an understanding
of when bonus awards will be made, please specify whether the committee places greater emphasis on competitive conditions and the achievement of operational goals, than on financial goal achievement.  If retention and competitive concerns are of paramount interest to the company given its stage of development, highlight this fact
and clearly state, if true, whether the company plans to provide incentive awards
regardless of actual financial performance.   Moreover, explain how the 62.5% of
maximum bonus opportunity was determined in light of the company’s failure to achieve its performance targets.
6. We refer you to the list of operational ach ievements considered by the committee in
its determination of compensation awarded in 2006.  Your disclo sure should clarify
whether any of the operational achievements referenced were opera tional targets that
were pre-established for the fiscal year 2006.  If they were, please disclose all qualitative and quantitative targ ets in a given fiscal year.   See Items 402(b)(2)(v)-(vi)
of Regulation S-K.  To the extent you belie ve that disclosure of the targets is not
required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) , please provide on a supplemental basis a
detailed explanation supporting your conclusi on.  Please also note th at to the extent
disclosure of the quantitative or qualitativ e performance-related factors would cause
competitive harm, you are required to discuss how difficult it will be for you to achieve the target levels or other factors.  Please disclo se the factors considered by
the compensation committee in setting performance-related objectives.  Please see Instruction 4 to Item 402(b).
Role of Compensation Committee and Executi ve Officers in Compensation Decisions,
page 17
7. You state on page 18 that “executive perf ormance” is considered by the committee
when the committee makes its final determ inations of executive compensation.
Provide a discussion and analysis of how an individual executiv e’s performance is
evaluated and how their perfor mance factors into the compensation actually received.
If there are elements of individual performance, both quantitative and qualitative, that
are considered by the compensation committee, disclose this fact.  Disclose whether the compensation committee considered any specific contributions in its final
assessment of recommendations it received from the Chief Executive Officer and
Chief Operating Officer and, if applicable, whether any specific contributions were
weighted and factored into specific compensation decisions made in 2006.   Please
disclose any personal goals established for the Chief Executive Officer and his overall level of achievement of such goals during th e last fiscal year.  See Item 402(b)(2)(vii)
of Regulation S-K.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 4 of 5

8. The Compensation Discussion and Analysis sh ould be sufficiently precise to capture
material differences in compensation polic ies with respect to individual named
executive officers.  We refer you to S ection II.B.1 of Commi ssion Release 33-8732A.
Please provide a more detailed discussion of how and why the compensation of your
highest-paid named executive officers differs from that of the other named executive
officers.  For example, we note the dispar ities in the equity awards awarded in 2006
to the Chief Executive Officer relative to the other named executive officers as
reflected in the Grants of Plan-Based Awa rds table.  Similarly, disparities exist
between the named executive officers in the maximum 2006 bonus opportunity expressed as a percentage of base salary.  If policies or decisions  relating to a named
executive officer are materially different than the other officers, this should be
discussed on an individu alized basis.
Grants of Plan-Based Awards, page 25
9. Consistent with the requirements of Item  402(e) of Regulation S-K, your narrative
should explain the vesting schedules and di vidend eligibility with respect to the
restricted stock awards granted.
10. Based on disclosure on page 19 regarding the payout levels of  your incentive compensation plan and the amounts appr oved for potential payout to the named
executive officers in 2006, it would appear that information regarding the maximum
payout levels of awards that could be granted under the Amended and Restated 2003
Stock Incentive Plan should have been refl ected in the table.  Please refer to Item
402(d)(2) of Regulation S-K.
Potential Payments Upon Termination and Change of Control, page 28
11. Disclose why vesting of equity awards is  accelerated under vari ous triggering events
for each of the named executive officers.  See Item 402(b)(1)(v) and 402(j)(3) of Regulation S-K.
Certain Transactions with Related Parties, page 29
12. Provide the disclosure required by Item 404 (b) of Regulation S-K.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Charif Souki
Cheniere Energy, Inc.
August 21, 2007 Page 5 of 5

 When you respond to our comments, please provide, in writing, a 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3757 with any questions.

Sincerely,

Mellissa Campbell Duru
Attorney Advisor

CORRESP
1
filename1.htm

Correspondence Letter

 September 20, 2007

 Ms. Mellissa Campbell Duru

 Attorney Advisor

 Securities and Exchange Commission

 100 F Street NE, Mail Stop 7010

 Washington, D.C. 20549-7010

Re:

Cheniere Energy, Inc.

Definitive Proxy Statement on Schedule 14A

Filed April 12, 2007

File No. 1-16383

 Dear Ms. Duru:

 Cheniere Energy, Inc., a Delaware corporation (the “Company”), hereby requests additional time to respond to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission by letter dated August 21, 2007 (the “Comment Letter”), with respect to the Company’s Definitive Proxy Statement on Schedule 14A filed April 12, 2007
(File No. 1-16383). This extension is being requested to afford the Company necessary additional time to develop and describe in greater detail the compensation payment methodology anticipated to be utilized for 2007. We believe this extension
will allow the Company to enhance substantially the Company’s response to the Staff’s comments.

 For the reasons mentioned above,
the Company requests that the Staff extend the Company’s deadline to respond to the Comment Letter until October 22, 2007, by which date the Company will provide its response. Thank you for your consideration of this request.

CHENIERE ENERGY, INC.

By:

 /s/ Zurab S. Kobiashvili

Name:

Zurab S. Kobiashvili

Title:

Senior Vice President and General Counsel

 cc: Meredith S. Mouer (Andrews Kurth LLP)

 700 MILAM, SUITE HOUSTON, TEXAS 77002

 (713) 375-5000 Fax: (713) 375-6000

CORRESP
1
filename1.htm

Correspondence Letter

 600 Travis, Suite 4200

 Houston, Texas
77002

 713.220.4200 Phone

 713.220.4285 Fax

 andrewskurth.com

 August 31, 2007

 Ms. Jill S. Davis

 Branch Chief

 Securities and Exchange Commission

 100 F Street NE, Mail Stop 3561

 Washington, D.C. 20549-7010

Re:
Cheniere Energy, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2006

 Filed February 27, 2007

 Forms 10-Q for Fiscal Quarters Ended March 31, 2007 and

 June 30, 2007

 Filed May 9, 2007 and August 8, 2007

 File No. 001-16383

 Dear Ms. Davis:

 On behalf of Cheniere Energy, Inc., a Delaware corporation (the “Company”), we enclose the responses of the Company to
comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 21, 2007, with respect to the
Company’s Form 10-K for fiscal year ended December 31, 2006 and Forms 10-Q for fiscal quarters ended March 31, 2007 and June 30, 2007 (File No. 001-16383) (collectively, the “Filings”). For your convenience,
the responses are prefaced by the exact text of the Staff’s corresponding comment.

 The Company acknowledges the following:
(i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filings; (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 Filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

Meredith S. Mouer

cc:
Don A. Turkleson (Cheniere Energy, Inc.)

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

 Cheniere Energy, Inc.

 Form 10-K and Forms 10-Q (File No. 001-16383)

 Company’s Responses to

 SEC Comment Letter dated August 21, 2007

 Form 10-K for the Fiscal Year Ended December 31. 2006

 Consolidated Balance Sheet. page 76

1.
We note a line item within non-current assets identified as ‘Non-Current Restricted Cash and Cash Equivalents.” Within your discussion of significant accounting
policies you explain that cash equivalents include all investments with original maturities of three months or less. As such, please tell us why it is appropriate to identify non-current assets as cash equivalents. If necessary, please revise your
disclosures accordingly.

 Response:

 Accounting Research Bulletins (“ARB”) No. 43, Restatement and Revisions of Accounting Research Bulletins, Chapter 3, states that cash and claims to cash which are restricted as to withdrawal or
use for other than current operations, designated for expenditure in the acquisition or construction of non-current assets, or segregated for the liquidation of long-term debts shall be excluded from current assets. As such, we have segregated on
our balance sheet and discussed in Note 3 of our Notes to Consolidated Financial Statements on page 88 certain funds that meet the definition cash and cash equivalents but are legally restricted to acquire non-current assets or liquidate long-term
liabilities. We believe that our classification on the balance sheet and our disclosure is appropriate and consistent with guidance promulgated by ARB No. 43.

 Notes to Consolidated Financial Statements. page 80

 Note 1 — Organization and Nature of Operations. page 80

2.
You state that “We are currently engaged primarily in the business of developing and constructing ... a network of three onshore LNG receiving terminals, and related natural
gas pipelines ...”. Given the guidelines for identifying a development stage enterprise in paragraphs 8 and 9 of SFAS 7, please tell us why you believe you are not a development stage company.

 Response:

 SFAS No. 7 identifies a
development stage enterprise as an entity that devotes substantially all of its efforts to establishing a new business and has not commenced planned principal operations or has no significant revenue therefrom. Although our focus is primarily on the
development of LNG-related businesses, we continue to be involved to a limited extent in oil and gas exploration, development and exploitation. Our oil and gas exploration and development segment has been operating since our stock initially began
trading publicly in 1996. We have built a technical and management team that is experienced in the Gulf of Mexico and in various technical specialties required for our exploration program.

 2

 Cheniere Energy, Inc.

 Form 10-K and Forms 10-Q (File No. 001-16383)

 Company’s Responses to

 SEC Comment Letter dated August 21, 2007

 We began developing our LNG-related businesses in 1999 and have since commenced development of new
LNG receiving terminals, natural gas pipelines and marketing operations. Our progress has resulted in the formation of development stage subsidiaries that devote substantially all of their efforts in developing our LNG-related businesses. Two of
these subsidiaries have made filings with the Commission as development stage enterprises consistent with SFAS No. 7.

 Note 2 — Summary of
Significant Accounting Policies. page 80

 Goodwill page 85

3.
We note your determination that the reporting unit level for goodwill impairment testing is your LNG receiving terminals business. We also note your disclosure on page 94 that
you consider the LNG receiving terminal business as the reporting unit for review “due to similar economic characteristics.” Given your discrete discussion throughout the filing of the separate LNG receiving terminal projects, please
provide an analysis of your reporting unit determination under paragraph 30 of SFAS 142 and the relevant provisions of paragraph 17 of SFAS 131.

 Response:

 As defined in paragraph 30 of SFAS 142, a reporting unit is an operating segment or one level
below an operating segment which is referred to as a component. Two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. Within this definition, we
believe that our proposed portfolio of three LNG receiving terminals would constitute two or more components of an operating segment for the goodwill impairment test and, as such, have determined that our LNG receiving terminal business constitutes
an operating segment as defined in SFAS No. 131.

 3

 Cheniere Energy, Inc.

 Form 10-K and Forms 10-Q (File No. 001-16383)

 Company’s Responses to

 SEC Comment Letter dated August 21, 2007

 Our three components have the following similar characteristics as considered for aggregation under
paragraph 17 of SFAS No. 131:

•

 The terminal designs are substantially the same.

•

 Each terminal will provide the same service of converting LNG into natural gas.

•

 We expect the terminals to provide alternative destinations for cargos of LNG.

•

 The terminals are expected to share a number of support functions and have personnel who are interchangeable.

 The discrete discussion in our filing is appropriate due to the different phases of development of each of our terminal projects.

 Note 4 — Leases, page 89

 Tug Boat Lease, page 90

4.
We note you entered into an agreement for the use of four tug boats and marine services, and the day rate charge for the tug boats include a service component and an equipment
component. You further explain that you have concluded the tug boat lease is an operating lease; and as such, the “equipment component” of the Tug Agreement will be charged to expense over the term of the agreement. Please tell us why only
the equipment component of the Tug Agreement will be expensed, and how the service component of the agreement is being recorded.

 Response:

 The disclosure on page 90 served to disclose the embedded lease component within a service contract entered into by us
and to disclose information regarding the lease in accordance with provisions found in SFSA No. 13, as amended. The disclosure was not intended to suggest that the service component was not going to be expensed in the future. The service
component of the contract will be recognized as the service is performed. We note your comment, and will clarify the disclosure in future filings to state how the service component will be recognized.

 4

 Cheniere Energy, Inc.

 Form 10-K and Forms 10-Q (File No. 001-16383)

 Company’s Responses to

 SEC Comment Letter dated August 21, 2007

 Note 9 — Goodwill, page 94

5.
You explain that in February 2005 you acquired the minority interest in Corpus Christi LNG, L.P. in exchange for 2.0 million restricted shares of your common stock valued at
$77.2 million, including direct transaction costs. Of this amount, $76.8 million was recorded as goodwill. You further state that the amount of goodwill recorded was “... the difference between the deemed value of the shares conveyed and the
historical carrying value of the minority interest under GAAP plus direct transaction costs.” Paragraph 14 of SFAS 141 explains that the acquisition of some or all of the non-controlling interests in a subsidiary shall be accounted for using
the purchase method. Please confirm to us that you followed the guidance in SFAS 141 with regard to this acquisition, and tell us why no value was allocated to identifiable tangible or intangible assets.

 Response:

 We specifically reviewed the
guidance found in SFAS No. 141 in determining the proper accounting treatment of our acquisition of the minority interest in Corpus Christi LNG, L.P. On the date of acquisition, the difference between the cost of acquisition and the carrying
value of the minority interest in the partnership was recorded to goodwill due to the partnership having no material tangible assets and the determination that no intangible assets existed. This is consistent with the developmental nature of the
business and status of its activity at the date of acquisition.

 Supplemental information to Consolidated Financial Statements, page 122

 Costs Incurred in Oil and Gas Producing Activities, page 122

6.
Please revise your presentation so that amounts incurred related to asset retirement obligations are included in the balance of the line items required to be disclosed (i.e.
property acquisition, exploration and/or development costs), as we believe there is no provision for this separate line item in paragraph 21 and Illustration 2 of SFAS 69.

 Response:

 We note your comment and concur
with your conclusion. In our opinion, the inclusion was not material to the adequacy or accuracy of the disclosure in the filing. We will revise the presentation in future filings so that our asset retirement obligations are included in the
development costs line item of costs incurred in oil and gas producing activities.

 5

 Cheniere Energy, Inc.

 Form 10-K and Forms 10-Q (File No. 001-16383)

 Company’s Responses to

 SEC Comment Letter dated August 21, 2007

 Controls and Procedures. page 127

7.
You disclose that your officers have concluded that your disclosure controls and procedures “are effective to ensure that information required to be disclosed in reports
that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms.” Item 307 of Regulation S-K requires you to disclose your officer’s
conclusions regarding the effectiveness of your disclosure controls and procedures as that term is defined in Rule 13a-15(e) of the Exchange Act. The definition in Rule 13a-15(e) is more comprehensive than that included in your disclosure.
Specifically, the term disclosure controls and procedures also “...include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the
Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.” Your officer’s conclusion does not state whether your disclosure controls and procedures are effective at accomplishing these items. Please revise your officer’s conclusion to state whether your disclosure controls and
procedures are effective at accomplishing all of the items included within the definition of disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. This comment also applies to your Form l0-Q for the quarterly periods
ended March 31, 2007 and June 30, 2007.

 Response:

 In response to this comment, we propose to expand our disclosure to state whether our disclosure controls and procedures are effective at accomplishing
all of the items included within the definition of disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. In our opinion, the inclusion of this expanded disclosure was not material to the adequacy or accuracy of the
disclosure in the Filings. Therefore, we propose including the text below beginning in our Form 10-Q for the fiscal quarter ended September 30, 2007 and in subsequent Form 10-K and Form 10-Q filings.

 Based on their evaluation as of the end of the fiscal quarter ended September 30, 2007, our Chief Executive Officer and our Chief Financial Officer
have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed in reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        August 21, 2007

Mr. Don A. Turkleson
Chief Financial Officer
Cheniere Energy, Inc.
717 Texas Avenue, Suite 3100
Houston, Texas 77002

 Re: Cheniere Energy, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
Filed February 27, 2007
  Forms 10-Q for Fiscal Quarters Ended March 31, 2007 and
  June 30, 2007
Filed May 9, 2007 and August 8, 2007
  File No. 001-16383

Dear Mr. Turkleson:

We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our 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 comment 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 better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Don A. Turkleson
Cheniere Energy, Inc.
August 21, 2007 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2006

Consolidated Balance Sheet, page 76

1. We note a line item within non-current assets identified as ‘Non-Current Restricted Cash and Cash Equivalents.’  Within your discussion of significant accounting policies you explain that cash equivalents include all investments with original maturities of three months or less.  As such, please tell us why it is appropriate to identify non-current assets as cash equivalents.  If necessary, please revise your disclosures accordingly.

Notes to Consolidated Financial Statements, page 80

Note 1 – Organization and Nature of Operations, page 80

2. You state that “We are currently engaged primarily in the business of developing and constructing …a network of three onshore LNG receiving terminals, and related natural gas pipelines…”  Given the guidelines for identifying a development stage enterprise in paragraphs 8 and 9 of SFAS 7, please tell us why you believe you are not a development stage company.

Note 2 – Summary of Significant Accounting Policies, page 80

Goodwill page 85

3. We note your determination that the reporting unit level for goodwill impairment testing is your LNG receiving terminals business.  We also note your disclosure on page 94 that you consider the LNG receiving terminal business as the reporting unit for review “due to similar economic characteristics.”  Given your discrete discussion throughout the filing of the separate LNG receiving terminal projects, please provide an analysis of your reporting unit determination under paragraph 30 of SFAS 142 and the relevant  provisions of paragraph 17 of SFAS
131.

Note 4 – Leases, page 89

Tug Boat Lease, page 90

4. We note you entered into an agreement for the use of four tug boats and marine services, and the day rate charge for the tug boats include a service component and an equipment component.  You further explain that you have concluded the tug boat lease is an operating lease; and as such, the “equipment component” of the Tug Agreement will be charged to expense over the term of the agreement.

Mr. Don A. Turkleson
Cheniere Energy, Inc.
August 21, 2007 Page 3

Please tell us why only the equipment component of the Tug Agreement will be expensed, and how the service component of the agreement is being recorded.

Note 9 – Goodwill, page 94

5. You explain that in February 2005 you acquired the minority interest in Corpus Christi LNG, L.P. in exchange for 2.0 million restricted shares of your common stock valued at $77.2 million, including direct transaction costs.  Of this amount, $76.8 million was recorded as goodwill.  You further state that the amount of goodwill recorded was “…the difference between the deemed value of the shares conveyed and the historical carrying value of the minority interest under GAAP plus direct transaction costs.”  Paragraph 14 of SFAS 141 explains that the acquisition of some or all of the non-controlling interests in a subsidiary shall be accounted for using the purchase method.  Please confirm to us that you followed the guidance in SFAS 141 with regard to this acquisition, and tell us why no value was allocated to identifiable tangible or intangible assets.

Supplemental Information to Consolidated Financial Statements, page 122

Costs Incurred in Oil and Gas Producing Activities, page 122

6. Please revise your presentation so that amounts incurred related to asset retirement obligations are included in the balance of the line items required to be disclosed (i.e. property acquisition, exploration and/or development costs), as we believe there is no provision for this separate line item in paragraph 21 and Illustration 2 of SFAS 69.

Controls and Procedures, page 127

7. You disclose that your officers have concluded that your disclosure controls and procedures “are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms.”  Item 307 of Regulation S-K requires you to disclose your officer’s conclusions regarding the effectiveness of your disclosure controls and procedures as that term is defined in Rule 13a-15(e) of the Exchange Act.  The definition in Rule 13a-15(e) is more comprehensive than that included in your disclosure.  Specifically, the term disclosure controls and procedures also “…include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

Mr. Don A. Turkleson
Cheniere Energy, Inc.
August 21, 2007 Page 4

regarding required disclosure.”  Your officer’s conclusion does not state whether your disclosure controls and procedures are effective at accomplishing these items.  Please revise your officer’s conclusion to state whether your disclosure controls and procedures are effective at accomplishing all of the items included within the definition of disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act.  This comment also applies to your Form 10-Q for the quarterly periods ended March 31, 2007 and June 30, 2007.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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 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.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Don A. Turkleson
Cheniere Energy, Inc.
August 21, 2007 Page 5

 You may contact Jennifer Goeken at (202) 551-3721 or, in her absence, Mark Wojciechowski at (202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      	September 7, 2005

via facsimile and U.S. mail

Mr. Zurab S. Kobiashvilli
Senior Vice President and General Counsel
Cheniere Energy, Inc.
717 Texas Avenue, Suite 3100
Houston, TX  77002

Re:	Cheniere Energy, Inc.
	Form S-3 filed August 5, 2005
      File No. 333-127269

Dear Mr. Kobiashvilli:

      We have limited our review of your filing to those issues we
have addressed in our 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 comment 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 better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3

Prospectus Cover Page

1. Revise your prospectus cover page to include the information
required by Item 501(b)(4) regarding the market for the company`s
common stock.

Risk Factors, page 5

2. We note that your operations are centered in the U.S. Gulf
Coast
and the Gulf of Mexico.  Provide a risk factor addressing, to the
extent you are able to determine at this point, the effect of the
recent events related to Hurricane Katrina on your facilities and
operations including any anticipated impact on your future results
of
operations and liquidity.  Alternatively, advise us why you
believe
that such disclosure is not necessary.

Selling Security Holders, page 24

3. Revise your disclosure in footnote (5) and the last paragraph
of
this section to state that the registered broker-dealers "are
underwriters" rather than "deemed underwriters."  Make similar
revisions to your Plan of Distribution section beginning on page
59.
We may have further comment upon reviewing your response.

Form 10-K for the year ended December 31, 2004

Note 12 - Deferred Revenue, page 78

4. Explain to us and cite the accounting literature you followed
for
the accounting treatment of the advance capacity reservation fees
paid and due to be paid by Total LNG USA, Inc. and Chevron USA,
Inc.,
given that the fees are non-refundable.

Item 9A. Controls and Procedures, page 98

Changes in Internal Controls, page 98

5. Please indicate whether there were any changes to internal
controls over financial reporting.  Please refer to paragraph (c)
of
Item 307 of the Regulation S-K.  The reference to "no significant
changes" indicates there has been some change, which should be
discussed.

Supplemental Information to Consolidated Financial Statements

	Oil and Gas Reserves and Related Financial Data

6. We note the large negative reserve revisions in 2003.  Please
explain to us the reasons for these revisions.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  Amend your Form 10-K within ten
business
days of this letter or tell us when you will provide us with a
response.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kim Calder, at (202) 942-1879 if you have
questions regarding comments on the financial statements and
related
matters.  Direct questions regarding the engineering comments to
Ron
Winfrey at (202) 551-3704.  Please contact Melinda Kramer at (202)
551-3726 or the undersigned at (202) 551-3740 with any other
questions.

      						Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	Meredith Mouer, Esq.
	Andrews Kurth LLP

	Melinda Kramer
      Kim Calder
	Ron Winfrey

??

??

??

??

Mr. Zurab S. Kobiashvilli
Cheniere Energy, Inc.
September 7, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Acceleration Request

 CHENIERE ENERGY, INC.

 717 Texas Avenue

 Houston, Texas 77002

 October 19, 2005

 VIA FACSIMILE: (202) 772-9220

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Melinda Kramer

Re:
Cheniere Energy, Inc.

Registration Statement on Form S-3 (No. 333-127269)

 Dear Ms. Kramer:

 On behalf of Cheniere Energy, Inc. (the “Company”), pursuant to Rule 461 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 10:00 a.m., Washington, D.C. time, on Friday, October 21, 2005, or as soon thereafter as practicable. As requested by the staff in its
letter dated September 7, 2005, 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 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 this action as 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, INC.

By:

/s/ Don A. Turkleson

Name: Don A. Turkleson

Title: Senior Vice President, Chief Financial Officer and Secretary