- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                  FORM 10-K/A
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                   FOR THE FISCAL YEAR ENDED AUGUST 31, 1996
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                          COMMISSION FILE NO. 2-63115
 
                             CHENIERE ENERGY, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                                       95-4352386
              DELAWARE                              (I.R.S. EMPLOYER
   (STATE OR OTHER JURISDICTION OF                 IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)
 
 
                                                       77002-4312
      1200 SMITH ST. SUITE 1710                        (ZIP CODE)
           HOUSTON, TEXAS
   (ADDRESS OF PRINCIPAL EXECUTIVE
              OFFICES)
 
      Registrant's telephone number, including area code: (713) 659-1361
 
          Securities registered pursuant to Section 12(b) of the Act:
                                     None
 
          Securities registered pursuant to Section 12(g) of the Act:
                         COMMON STOCK, $0.03 PAR VALUE
                               (TITLE OF CLASS)
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ].
 
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
 
  The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $19,446,458 as of November 22, 1996.
 
  10,624,794 shares of the registrant's Common Stock were outstanding as of
November 22, 1996.
 
 
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 

 
    9. Exhibits and Financial Statement Schedules
 
 EXHIBITS
 --------
   27     --Financial Data Schedule.

 
 
                                   SIGNATURES
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
 
                                          CHENIERE ENERGY, INC.
 
                                                 /s/ William D. Forster
                                          By:__________________________________
                                              President and Chief Executive
                                                         Officer
Date: December 24, 1996