March 2, 2007

Mr. H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street NE, Mail Stop 3561

Washington, D.C. 20549-7010

Amendment No. 2 to Registration Statement on Form S-1

Filed February 14, 2007

File No. 333-139572

Dear Mr. Owings:

On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Registrant), we enclose the responses of the Registrant to comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission by letter dated March 1, 2007, with respect to the Registrant’s Amendment No. 2 to Form S-1 (File No. 333-139572). For your convenience, the responses are prefaced by the exact text of the Staff’s corresponding comment.

In connection with the Staff’s comment 7, we hereby confirm that the reference in our legal opinion to the “Delaware Revised Uniform Limited Partnership Act” includes the statutory provisions, all applicable provisions of the Delaware constitution and the reported judicial decisions interpreting the foregoing.

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.

Joshua Davidson (Baker Botts L.L.P.)

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

Cheniere Energy Partners, L.P.

Form S-1 (File No. 333-139572)

Registrant’s Responses to

SEC Comment Letter dated March 1, 2007

Artworks

Response:

We have revised the artwork in the document in response to this comment to clarify that the artist rendition depicts the Sabine Pass LNG receiving terminal upon completion of Phase 2 – Stage 1 in the third quarter of March 2009.

Select Financial Data of Our Combined Predecessor Entities, page 17

Response:

We have revised the document on pages 17 and 71 in response to this comment to include the unaudited pro forma results for the Combined Predecessor Entities.

Contractual Obligations, page 76

Response:

We supplementally advise the Staff that we have not included the Sabine Pass LNG-GP, Inc. management services agreement in the contractual obligations table because it is an intercompany agreement, which is eliminated in consolidation. The agreement is between Sabine Pass LNG, L.P. and Sabine Pass LNG-GP, Inc., both of which are included in the Combined Predecessor Entities. Accordingly, there is no payment obligation to include in the table. Please note that we have included the contractual obligation of Sabine Pass LNG-GP, Inc. under its management services agreement with Cheniere LNG Terminals, Inc.

Notes to Combined Financial Statements. page F-7

Note 7—Debt Issuance Costs, page F-13

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Cheniere Energy Partners, L.P.

Form S-1 (File No. 333-139572)

Registrant’s Responses to

SEC Comment Letter dated March 1, 2007

Response:

We have revised the document on pages 17 and 71 and filed an Exhibit 12.1 in response to this comment to include the ratio of earnings to fixed charges information.

Unaudited Pro Forma Combined Condensed Balance Sheet, Page F-23

Response:

We supplementally advise the Staff that we do intend to disclose the subordinated units as convertible in future audited balance sheets.

Unaudited Pro Forma Combined Condensed Statement of Operations, page -24

Response:

We believe that net income per limited partner unit should be calculated in accordance with Emerging Issues Task Force Issue No. 03-6 (EITF No. 03-6), Participating Securities and the Two-Class Method under Financial Accounting Standards Board (FASB) Statement No. 128 when applicable. For periods in which a net loss is reported, the general partner and limited partners’ share of the net loss of the partnership is allocated between the general partner and holders of the common and subordinated units on the basis of their relative ownership interests as provided in the partnership agreement.

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Cheniere Energy Partners, L.P.

Form S-1 (File No. 333-139572)

Registrant’s Responses to

SEC Comment Letter dated March 1, 2007

During the subordination period, although the partnership may report net earnings, distributions to the subordinated units and common units may be disproportionate to their relative ownership interests. This may occur when distributable cash is insufficient to make the initial quarterly distributions of $0.425 per unit to both the common and subordinated unitholders including any arrearages owed the common unitholders. In this situation, the allocation of undistributed earnings with respect to the common and subordinated units would be in accordance with the contractual participation rights specified in the partnership agreement. To the extent that the quarterly distribution exceeds certain thresholds, the general partner is entitled to certain incentive distributions, which will result in less income proportionately being allocated to the holders of the common units and subordinated units. For the purposes of EITF No. 03-6, the general partner’s incentive distributions are considered participating securities and will reduce earnings per unit of the limited partners.

We have revised the pro forma loss per unit presentation on page F-26 of the document to separately present the loss per unit for the common and subordinated unitholders. We have also expanded Note 3 – Pro forma Net Loss on page F-27 of the document to discuss the application of the two-class method between common and subordinated unitholders as well as the general partner incentive distribution rights.

Exhibit 5.1

Response:

Andrews Kurth LLP has confirmed in a letter provided to the Staff that the reference in its legal opinion to the Delaware Revised Uniform Limited Partnership Act includes the statutory provisions, all applicable provisions of the Delaware constitution and the reported judicial cases interpreting the foregoing.

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