Sec Form 4 Filing - Fir Tree, L.L.C. @ CHENIERE ENERGY INC - 2008-01-28

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 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 Fir Tree, L.L.C. 2. Issuer Name and Ticker or Trading Symbol CHENIERE ENERGY INC [ LNG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 505 FIFTH AVENUE, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2008 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, par value $.003 per share 01/28/2008 P 112,300 A $ 29.4824 4,139,612 ( 1 ) I See Footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 American Style Call Option (ONP+AJ) (Right to Buy) $ 50 01/30/2008 S 3,110 ( 3 ) 01/17/2009 Common Stock 311,000 $ 0.5 0 I See Footnote ( 1 ) ( 2 ) American Style Call Option (LNG+CH) (Right to Buy) $ 40 01/30/2008 S 1,250 ( 3 ) 03/22/2008 Common Stock 125,000 $ 0.075 0 I See Footnote ( 1 ) ( 2 ) American Style Call Option (LNG+CI) (Right to Buy) $ 45 01/30/2008 S 1,020 ( 3 ) 03/22/2008 Common Stock 102,000 $ 0.03 0 I See Footnote ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fir Tree, L.L.C. 505 FIFTH AVENUE 23RD FLOOR NEW YORK, NY10017 X Camellia Partners, LLC 505 FIFTH AVENUE 23RD FLOOR NEW YORK, NY10017 X TANNENBAUM JEFFREY 505 FIFTH AVENUE 23RD FLOOR NEW YORK, NY10017 X Fredman Andrew 505 FIFTH AVENUE 23RD FLOOR NEW YORK, NY10017 X Signatures Jeffrey Tannenbaum, Principal of Fir Tree, L.L.C. 02/01/2008 Signature of Reporting Person Date Jeffrey Tannenbaum, Principal of Camellia Partners, LLC 02/01/2008 Signature of Reporting Person Date Jeffrey Tannenbaum 02/01/2008 Signature of Reporting Person Date Andrew Fredman 02/01/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The filing of this Form 4 shall not be construed as an admission that Fir Tree, L.L.C., Camellia Partners, LLC, Jeffrey Tannenbaum or Andrew Fredman (the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock, $.003 par value per share (the "Common Stock"), of Cheniere Energy, Inc. (the "Issuer") owned by Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership ("Fir Tree Value"), Fir Tree Capital Opportunity Master Fund, LP, a Cayman Islands exempted limited partnership ("Fir Tree Capital Opportunity") or its affiliates. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership. ( 2 )Fir Tree, L.L.C., the general partner of Fir Tree Value, Camellia Partners, LLC, the general partner of Fir Tree Capital Opportunity hold indirectly the Common Stock through the accounts of Fir Tree Capital Opportunity and Sapling LLC, of which Fir Tree Value is the sole member; Jeffrey Tannenbaum, the principal of Fir Tree, L.L.C. and Camellia Partners, LLC, and Andrew Fredman, another principal of Camellia Partners, LLC, at the time of purchase, controlled the disposition and voting of the Common Stock. Fir Tree, L.L.C. receives a performance-based allocation from Fir Tree Value and Camellia Partners, LLC receives a performance-based allocation from Fir Tree Capital Opportunity and its affiliates. ( 3 )The American-style options are currently exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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