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                             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
 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.



FirstName LastNameJack A. Fusco                                Sincerely,
Comapany NameCheniere Energy, Inc.
                                                               Division of
Corporation Finance
May 2, 2023 Page 2                                             Office of Energy
& Transportation
FirstName LastName