| Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax andrewskurth.com |
November 25, 2013
VIA EDGAR AND HAND DELIVERY
Ms. Donna Di Silvio
United States Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cheniere Energy Partners LP Holdings, LLC |
| Registration Statement on Form S-1 |
| Filed October 18, 2013 |
| File No. 333-191298 |
Dear Ms. Di Silvio:
Accompanying this letter please find page 64 of the above-referenced Registration Statement showing proposed changes that are being furnished by Cheniere Energy Partners LP Holdings, LLC (“Holdings”) in response to oral comments received from the staff of the Division of Corporation Finance of the Securities and Exchange Commission. In addition, Holdings confirms that the 201,700-for-one split of its common shares to be effected prior to the closing of the offering, described on pages 85-86 of the Registration Statement, will not occur prior to the date that the Registration Statement is declared effective, and therefore the financial statements included in the Registration Statement will not be revised to give retroactive effect to such split. Please direct any questions you have with respect to the materials furnished herewith to me at (713) 220-4351 or georgevlahakos@andrewskurth.com.
Very truly yours,
/s/ George J. Vlahakos
George J. Vlahakos
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park The Woodlands Washington, DC