FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * WILLIAMS WALTER L   2. Issuer Name and Ticker or Trading Symbol Cheniere Energy Partners, L.P. [CQP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 700 MILAM ST., SUITE 800 3. Date of Earliest Transaction (Month/Day/Year) 09/10/2010 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Units Representing Limited Partner Interests 09/10/2010   M   3,000 A (1) 3,000 D   Units Representing Limited Partner Interests 09/10/2010   D   3,000 D $ 17.62 0 D   Units Representing Limited Partner Interests 09/10/2010   M   750 A (2) 750 D   Units Representing Limited Partner Interests 09/10/2010   D   750 D $ 17.62 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Units

(1)

09/10/2010

M

3,000

09/10/2010

09/10/2010

Common Units

3,000

(1)

6,000

D

Phantom Units

(2)

09/10/2010

M

750

09/10/2010

09/10/2010

Common Units

750

(2)

2,250

D

Phantom Units

(3)

09/10/2010

A

3,000

(4)

(4)

Common Units

3,000

$ 0

3,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILLIAMS WALTER L 700 MILAM ST. SUITE 800 HOUSTON, TX 77002	X

Signatures

Anne V. Vaughan under POA by Walter L. Williams		09/13/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On 09/10/2008, the Reporting Person was granted 12,000 phantom units payable in cash and previously reported on a Form 4. Twenty-five percent of this grant vested on 09/10/2010, the second anniversary of the grant date. Each phantom unit was the economic equivalent of one Common Unit of the Issuer.
(2)	On 09/10/2009, the Reporting Person was granted 3,000 phantom units payable in cash and previously reported on a Form 4. Twenty-five percent of this grant vested on 09/10/2010, the first anniversary of the grant date. Each phantom unit was the economic equivalent of one Common Unit of the Issurer.
(3)	On 09/10/2010, the Reporting Person was granted 3,000 phantom units. Each phantom unit is the economic equivalent of one Common Unit of the Issuer.
(4)	The phantom units vest, and are payable in cash, 25% on each of the first, second, third and fourth anniversaries of the grant date.

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