UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)


 
   Cheniere Energy, Inc.
(Name of Issuer)
 

         Common Stock         
(Title of Class of Securities)

      16411R208      
(CUSIP Number)
 
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


               November 29, 2010                 
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


 
SCHEDULE 13D
 
CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson & Co. Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)  ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,824,085
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,824,085
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,824,085
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
IA


 
 
 


CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson Partners L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN


 
 
 


CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson Partners Enhanced, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
PN


 
 
 


CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson International Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
CO


 
 
 


CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson Advantage Select Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
12,386
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
12,386
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,386
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
14
TYPE OF REPORTING PERSON
 
CO


 
 
 


CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson Advantage Master Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
717,444
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
717,444
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
717,444
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
CO

 
 
 


CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson Advantage Plus Master Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,018,580
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,018,580
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,018,580
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
14
TYPE OF REPORTING PERSON
 
CO


 
 
 



CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
Paulson Enhanced Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
CO


 
 
 



CUSIP No.  16411R208
    

1
NAME OF REPORTING PERSON
 
John Paulson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                               (a) x (b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,824,085
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,824,085
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,824,085
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.9%
14
TYPE OF REPORTING PERSON
 
IN

 
 
 

This Amendment No. 2 is filed with respect to the shares of the common stock, $0.003 par value (the "Common Stock"), of Cheniere Energy, Inc, a Delaware corporation (“Issuer”), beneficially owned by the Reporting Persons (as defined below) as of December 6, 2010 and amends and supplements the Schedule 13D filed originally on October 27, 2008, as previously amended (collectively, the "Schedule 13D").  Except as set forth herein, the Schedule 13D is unmodified.

The names of the persons filing this statement on Schedule 13D (the "Reporting Persons") are:

·  
Paulson & Co. Inc. (“Paulson & Co.”);
·  
Paulson Partners L.P. (“Paulson Partners”);
·  
Paulson Partners Enhanced, L.P. (“Enhanced L.P.”);
·  
Paulson International Ltd. (“Paulson International”);
·  
Paulson Advantage Select Ltd. (“Advantage Select Ltd.”);
·  
Paulson Advantage Master Ltd. (“Advantage Master”);
·  
Paulson Advantage Plus Master Ltd. (“Advantage Plus Master”);
·  
Paulson Enhanced Ltd. (“Enhanced Ltd.”); and
·  
John Paulson

 
Item 5.  Interest in Securities of the Issuer

(a-b) Collectively, the Reporting Persons beneficially own 2,824,085 shares of Common Stock representing 4.9% of the outstanding shares of Common Stock.
 
 
I. Paulson Partners
   (a) Amount beneficially owned: 0
           (b) Percent of class: 0.0%
           (c) Number of Common Shares as to which Paulson Partners has:

(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 0 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 0 (See Note 1.)

II. Enhanced L.P.
   (a) Amount beneficially owned: 0
           (b) Percent of class: 0.0%
           (c) Number of Common Shares as to which Enhanced L.P. has:

 
 
 
(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 0 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 0 (See Note 1.)

III. Paulson International
   (a) Amount beneficially owned: 0
           (b) Percent of class: 0.0%
           (c) Number of Common Shares as to which Paulson International has:

(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 0 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 0 (See Note 1.)

IV. Advantage Select Ltd.
   (a) Amount beneficially owned: 12,386
           (b) Percent of class: Less than 0.1%
           (c) Number of Common Shares as to which Advantage Select Ltd. has:

(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 12,386 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 12,386 (See Note 1.)

V. Advantage Master
   (a) Amount beneficially owned: 717,444
           (b) Percent of class: 1.2%
           (c) Number of Common Shares as to which Advantage Master has:

(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 717,444 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 717,444 (See Note 1.)

VI. Advantage Plus Master
   (a) Amount beneficially owned: 2,018,580
           (b) Percent of class: 3.5%
           (c) Number of Common Shares as to which Advantage Plus Master has:

(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 2,018,580 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 2,018,580 (See Note 1.)

 
 
 
VII. Enhanced Ltd.
   (a) Amount beneficially owned: 0
           (b) Percent of class: 0.0%
           (c) Number of Common Shares as to which Enhanced Ltd. has:

(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 0 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 0 (See Note 1.)

VIII. Paulson’s Separately Managed Accounts
   (a) Amount beneficially owned: 75,675
           (b) Percent of class: 0.1%
           (c) Number of Common Shares as to which the Separately Managed Accounts hold:

(i) Sole power to vote or direct the vote: 0
 (ii) Shared power to vote or direct the vote: 75,675 (See Note 1.)
 (iii) Sole power to dispose or direct the disposition: 0
 (iv) Shared power to dispose or direct the disposition: 75,675 (See Note 1.)

Note 1:  Each of Advantage Select Ltd., Advantage Master, Advantage Plus Master, Enhanced Ltd. and the Separately Managed Accounts may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the shares of Common Stock reported in this Schedule 13D with Paulson & Co. and John Paulson.

(c).  A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days other than those previously reported on this Schedule 13D is attached as Appendix I.
 
                (d).  Not applicable.
 
                (e).  On December 6, 2010, the Reporting Persons ceased to beneficially own 5% of the Issuer’s outstanding shares of Common Stock

 
 
 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 6, 2010

PAULSON & CO. INC.

By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer


PAULSON PARTNERS L.P.
By: Paulson Advisers LLC, general partner
By: Paulson & Co. Inc., managing member

 
By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer


PAULSON ENHANCED L.P.
By: Paulson Advisers LLC, general partner
By: Paulson & Co. Inc., managing member


By:  /s/ Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
    Chief Compliance Officer


 
 
 


PAULSON INTERNATIONAL LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Title:    General Counsel &
           Chief Compliance Officer



PAULSON ADVANTAGE SELECT LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Title:    General Counsel &
           Chief Compliance Officer


PAULSON ADVANTAGE MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Title:    General Counsel &
           Chief Compliance Officer


PAULSON ADVANTAGE PLUS MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Title:    General Counsel &
            Chief Compliance Officer




 
 
 

PAULSON ENHANCED LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
Title:    General Counsel &
            Chief Compliance Officer




/s/ Stuart L. Merzer
     Stuart L. Merzer, as Attorney-in-Fact
For John Paulson


 
 
 

APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS

Paulson effected the below transactions on the open market during the past 60 days for the Reporting Person identified in the table below.  Transactions previously reported on this Schedule 13D have been excluded from the below.  No other transactions with respect to securities of the Issuer were effected by the Reporting Persons within the past sixty days.

                      
           Date                Fund
Amount of Shs.
Bought (Sold)
Approx. Price per
Share (excl. of
commissions)
11/26/2010
2
(30,786)
$6.3573
11/26/2010
1
(24,061)
$6.3573
11/26/2010
3
(68,061)
$6.3573
11/26/2010
7
(191,557)
$6.3573
11/26/2010
8
(22,535)
$6.3573
11/29/2010
2
(29,728)
$5.9978
11/29/2010
1
(24,821)
$5.9978
11/29/2010
3
(70,248)
$5.9978
11/29/2010
7
(185,323)
$5.9978
11/29/2010
8
(21,880)
$5.9978
12/01/2010
2
(10,005)
$5.9312
12/01/2010
1
(8,290)
$5.9312
12/01/2010
3
(23,464)
$5.9312
12/01/2010
7
(62,382)
$5.9312
12/01/2010
8
(12,759)
$5.9312
12/02/2010
2
(9,126)
$6.0101
12/02/2010
1
(7,222)
$6.0101
12/02/2010
3
(20,848)
$6.0101
12/02/2010
7
(56,566)
$6.0101
12/02/2010
8
(6,238)
       $6.0101
12/03/2010  7 (12,000)  $5.9868 
12/06/2010  2 (43,184)  $5.2477 
12/06/2010  1 (35,787)  $5.2477 
12/06/2010  3 (100,827)  $5.2477 
12/06/2010  7 (257,366)  $5.2477 
12/06/2010  8 (50,836)  $5.2477 


1 = Paulson Partners L.P.
2 = Paulson Partners Enhanced, L.P.
3 = Paulson International Ltd.
4 = Paulson Advantage Select Ltd.
5 = Paulson Advantage Master Ltd.
6 = Paulson Advantage Plus Master Ltd.
7 = Paulson Enhanced Ltd.
8 = Separately Managed Accounts