<PAGE>
 
     As filed with the Securities and Exchange Commission on May 12, 1998

                                                      Registration No.  333-____

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                          --------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          --------------------------

                             CHENIERE ENERGY, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                  <C>                                     <C>
       Delaware                                1382                              95-4352386
(State or other jurisdiction         (Primary Standard Industrial             (I.R.S. Employer
    of incorporation)                 Classification Code Number)            Identification No.)
</TABLE> 

                               Two Allen Center
                         1200 Smith Street, Suite 1740
                          Houston, Texas  77002-4312
                                (713) 659-1361
   (Address, including zip code, and telephone number, including area code, 
                 of Registrant's principal executive offices)
 
                            1997 STOCK OPTION PLAN
                           (Full Title of the Plan)

                          --------------------------
                                        
                                Don A. Turkleson
                            Chief Financial Officer
                             Cheniere Energy, Inc.
                                Two Allen Center
                         1200 Smith Street, Suite 1740
                           Houston, Texas  77002-4312
                                 (713) 659-1361
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                          --------------------------
                                        
                                    Copy to:
                              John B. Clutterbuck
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                           Houston, Texas  77002-2778
                                 (713) 225-7000

                          --------------------------
                                        
                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
=======================================================================================================
                                    AMOUNT       PROPOSED MAXIMUM   PROPOSED MAXIMUM        AMOUNT
     TITLE OF EACH CLASS             TO BE        OFFERING PRICE        AGGREGATE             OF
OF SECURITIES TO BE REGISTERED   REGISTERED(1)     PER SHARE(1)     OFFERING PRICE(1)  REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>               <C>                 <C> 
   Common Price, par value        950,000 shares       $2.625           $2,493,750           $736    
       $.003 per share
=======================================================================================================
</TABLE>

  (1) Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
      amended.
<PAGE>
 
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Note:  The document(s) containing the information concerning the 1997 Stock
Option Plan of Cheniere Energy, Inc. (the "Option Plan") required by Item 1 of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
and the statement of availability of registrant information and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428.  In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (this "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424.  Cheniere Energy, Inc., a Delaware
corporation ("Cheniere"), maintains a file of such documents in accordance with
the provisions of Rule 428.  Upon request, Cheniere shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

  The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:

     (1)  the Annual Report on Form 10-K of Cheniere Energy, Inc. for its fiscal
     year ended August 31, 1997, as amended;

     (2)  the Quarterly Report on Form 10-Q for the quarterly period ended
     November 30, 1997;

     (3)  the Quarterly Report on Form 10-Q for the quarterly period ended
     February 28, 1998; and

     (4)  the description of Cheniere's Common Stock contained in the
     registration statement pursuant to which Cheniere's shares of Common Stock
     were registered under Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), and any amendments or reports filed for the
     purpose of updating such description.

  In addition, all documents subsequently filed by Cheniere pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained herein or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement.  Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

ITEM 4.     DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Cheniere's
Certificate of Incorporation and By-laws provide for indemnification of
Cheniere's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law.
Cheniere has also entered into agreements with its directors and officers that
will require Cheniere, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors to
the fullest extent not prohibited by law.  In addition, Cheniere carries
director and officer liability insurance.

  The foregoing discussion of the Certificate of Incorporation and By-laws of
Cheniere and of relevant provisions of the Delaware General Corporation Law is
not intended to be exhaustive and is qualified in its entirety by such
Certificate of Incorporation, By-laws, and statute.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.
<PAGE>
 
ITEM 8.     EXHIBITS.

     Exhibit Number             Description
     --------------             ----------- 

      *4(a)(1)      Amended and Restated Certificate of Incorporation (Exhibit
                    3.1 to Cheniere's Registration Statement on Form S-1 dated
                    August 27, 1996; File No. 333-10905).

      *4(a)(2)      Amendment to Amended and Restated Certificate of
                    Incorporation (Exhibit 3.3 to Cheniere's Quarterly Report on
                    Form 10-Q for the quarterly period ended November 30, 1997;
                    File No. 000-09092).

      *4(b)         By-laws (Exhibit 3.2 to Cheniere's Registration Statement on
                    Form S-1/A dated September 13, 1996; File No. 333-10905).

      *4(c)         Specimen Common Stock Certificate (Exhibit 4.1 to Cheniere's
                    Registration Statement on Form S-1 dated August 27, 1996;
                    File No. 333-10905).

      *4(d)         1997 Stock Option Plan (Exhibit 10.25 to Cheniere's
                    Quarterly Report on Form 10-Q for the quarterly period ended
                    November 30, 1997; File No. 000-09092).

      5             Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.

      23(a)         Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included
                    in Exhibit 5).

      23(b)         Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

---------------
*  Incorporated by reference as indicated.


ITEM 9.  UNDERTAKINGS.

(a)   Cheniere hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made, a
           post-effective amendment to this Registration Statement:

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of this Registration Statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this Registration Statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective Registration statement;

           (iii) To include any material information with respect to the plan of
                 distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

     Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by them pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
<PAGE>
 
      (2)  That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

(b)  Cheniere hereby undertakes that, for purposes of determining any liability
     under the Securities Act, each filing of its annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of any employee benefit plan's annual report pursuant to
     Section 15(d) of the Exchange Act) that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of Cheniere
     pursuant to the foregoing provisions, or otherwise, Cheniere has been
     advised that in the opinion of the Commission such indemnification is
     against public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by Cheniere of expenses incurred or
     paid by a director, officer or controlling person of Cheniere in the
     successful defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, Cheniere will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 8th day of May,
1998.

                                  CHENIERE ENERGY, INC.


                                  By:/s/ DON A. TURKLESON
                                     --------------------
                                  Name:  Don A. Turkleson
                                  Title:  Chief Financial Officer



          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on this 8th day of May, 1998.

<TABLE>
<CAPTION>
Name and Signature                                       Title                                            Date
------------------                                       -----                                            ----      
<S>                                         <C>                                                     <C>
/s/ WALTER L. WILLIAMS                      President, Chief Executive Officer
------------------------------------------  and Director (Principal Executive Officer)              May 8, 1998
Walter L. Williams
 
/s/ DON A. TURKLESON                        Chief Financial Officer
------------------------------------------  (Principal Financial and
Don A. Turkleson                            Accounting Officer)                                     May 8, 1998
 
 
/s/ WILLIAM D. FORSTER                      Co-Chairman of the Board
------------------------------------------                                                          May 8, 1998
William D. Forster
 
/s/ CHARIF SOUKI                            Co-Chairman of the Board
------------------------------------------                                                          May 8, 1998
Charif Souki
 
/s/ KENNETH R. PEAK                         Director
------------------------------------------                                                          May 8, 1998
Kenneth R. Peak
 
/s/ CHARLES M. REIMER                       Director
------------------------------------------                                                          May 8, 1998
Charles M. Reimer
 
/s/ EFREM ZIMBALIST, III                    Director
------------------------------------------                                                          May 8, 1998
Efrem Zimbalist, III
</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX
                                        


<TABLE>
<CAPTION>
                                                                                                        Sequentially    
                                                                                                          Numbered      
EXHIBIT NO.                                  DESCRIPTION AND LOCATION                                      Pages*       
-----------                                  ------------------------                                   ------------    
<S>            <C>                                                                                    <C>
5              Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
 
23(a)          Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in Exhibit 5).
 
23(b)          Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
</TABLE>
--------------
*    Included in manually signed original only
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17884}]
{"company-data": {"conformed-name": "CHENIERE ENERGY INC", "cik": "0000003570", "assigned-sic": "6794", "irs-number": "954352386", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52479", "film-number": "98617194"}, "business-address": {"street1": "TWO ALLEN CENTER", "street2": "1200 SMITH SUITE 1710", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "2815784600"}, "mail-address": {"street1": "TWO ALLEN CENTER", "street2": "1200 SMITH ST STE 1710", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": [{"former-conformed-name": "BEXY COMMUNICATIONS INC", "date-changed": "19940314"}, {"former-conformed-name": "ALL AMERICAN GROUP OF DELAWARE INC", "date-changed": "19931004"}]}
As filed with the Securities and Exchange Commission on May 12, 1998

                                                      Registration No.  333-____

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                          --------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          --------------------------

                             CHENIERE ENERGY, INC.
             (Exact name of Registrant as specified in its charter)
Delaware                                1382                              95-4352386
(State or other jurisdiction         (Primary Standard Industrial             (I.R.S. Employer
    of incorporation)                 Classification Code Number)            Identification No.)
Two Allen Center
                         1200 Smith Street, Suite 1740
                          Houston, Texas  77002-4312
                                (713) 659-1361
   (Address, including zip code, and telephone number, including area code, 
                 of Registrant's principal executive offices)
 
                            1997 STOCK OPTION PLAN
                           (Full Title of the Plan)

                          --------------------------
                                        
                                Don A. Turkleson
                            Chief Financial Officer
                             Cheniere Energy, Inc.
                                Two Allen Center
                         1200 Smith Street, Suite 1740
                           Houston, Texas  77002-4312
                                 (713) 659-1361
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                          --------------------------
                                        
                                    Copy to:
                              John B. Clutterbuck
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                           Houston, Texas  77002-2778
                                 (713) 225-7000

                          --------------------------
                                        
                        CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                    AMOUNT       PROPOSED MAXIMUM   PROPOSED MAXIMUM        AMOUNT
     TITLE OF EACH CLASS             TO BE        OFFERING PRICE        AGGREGATE             OF
OF SECURITIES TO BE REGISTERED   REGISTERED(1)     PER SHARE(1)     OFFERING PRICE(1)  REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
Common Price, par value        950,000 shares       $2.625           $2,493,750           $736    
       $.003 per share
=======================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
      amended.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Note:  The document(s) containing the information concerning the 1997 Stock
Option Plan of Cheniere Energy, Inc. (the "Option Plan") required by Item 1 of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
and the statement of availability of registrant information and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428.  In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (this "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424.  Cheniere Energy, Inc., a Delaware
corporation ("Cheniere"), maintains a file of such documents in accordance with
the provisions of Rule 428.  Upon request, Cheniere shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

  The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:

     (1)  the Annual Report on Form 10-K of Cheniere Energy, Inc. for its fiscal
     year ended August 31, 1997, as amended;

     (2)  the Quarterly Report on Form 10-Q for the quarterly period ended
     November 30, 1997;

     (3)  the Quarterly Report on Form 10-Q for the quarterly period ended
     February 28, 1998; and

     (4)  the description of Cheniere's Common Stock contained in the
     registration statement pursuant to which Cheniere's shares of Common Stock
     were registered under Section 12 of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), and any amendments or reports filed for the
     purpose of updating such description.

  In addition, all documents subsequently filed by Cheniere pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  Any statement contained herein or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement.  Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

ITEM 4.     DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Cheniere's
Certificate of Incorporation and By-laws provide for indemnification of
Cheniere's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law.
Cheniere has also entered into agreements with its directors and officers that
will require Cheniere, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors to
the fullest extent not prohibited by law.  In addition, Cheniere carries
director and officer liability insurance.

  The foregoing discussion of the Certificate of Incorporation and By-laws of
Cheniere and of relevant provisions of the Delaware General Corporation Law is
not intended to be exhaustive and is qualified in its entirety by such
Certificate of Incorporation, By-laws, and statute.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.
ITEM 8.     EXHIBITS.

     Exhibit Number             Description
     --------------             ----------- 

      *4(a)(1)      Amended and Restated Certificate of Incorporation (Exhibit
                    3.1 to Cheniere's Registration Statement on Form S-1 dated
                    August 27, 1996; File No. 333-10905).

      *4(a)(2)      Amendment to Amended and Restated Certificate of
                    Incorporation (Exhibit 3.3 to Cheniere's Quarterly Report on
                    Form 10-Q for the quarterly period ended November 30, 1997;
                    File No. 000-09092).

      *4(b)         By-laws (Exhibit 3.2 to Cheniere's Registration Statement on
                    Form S-1/A dated September 13, 1996; File No. 333-10905).

      *4(c)         Specimen Common Stock Certificate (Exhibit 4.1 to Cheniere's
                    Registration Statement on Form S-1 dated August 27, 1996;
                    File No. 333-10905).

      *4(d)         1997 Stock Option Plan (Exhibit 10.25 to Cheniere's
                    Quarterly Report on Form 10-Q for the quarterly period ended
                    November 30, 1997; File No. 000-09092).

      5             Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.

      23(a)         Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included
                    in Exhibit 5).

      23(b)         Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

---------------
*  Incorporated by reference as indicated.

ITEM 9.  UNDERTAKINGS.

(a)   Cheniere hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made, a
           post-effective amendment to this Registration Statement:

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of this Registration Statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this Registration Statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective Registration statement;

           (iii) To include any material information with respect to the plan of
                 distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

     Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by them pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2)  That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

(b)  Cheniere hereby undertakes that, for purposes of determining any liability
     under the Securities Act, each filing of its annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of any employee benefit plan's annual report pursuant to
     Section 15(d) of the Exchange Act) that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of Cheniere
     pursuant to the foregoing provisions, or otherwise, Cheniere has been
     advised that in the opinion of the Commission such indemnification is
     against public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by Cheniere of expenses incurred or
     paid by a director, officer or controlling person of Cheniere in the
     successful defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, Cheniere will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 8th day of May,
1998.

                                  CHENIERE ENERGY, INC.

                                  By:/s/ DON A. TURKLESON
                                     --------------------
                                  Name:  Don A. Turkleson
                                  Title:  Chief Financial Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on this 8th day of May, 1998.
Name and Signature                                       Title                                            Date
------------------                                       -----                                            ----
/s/ WALTER L. WILLIAMS                      President, Chief Executive Officer
------------------------------------------  and Director (Principal Executive Officer)              May 8, 1998
Walter L. Williams
 
/s/ DON A. TURKLESON                        Chief Financial Officer
------------------------------------------  (Principal Financial and
Don A. Turkleson                            Accounting Officer)                                     May 8, 1998
 
 
/s/ WILLIAM D. FORSTER                      Co-Chairman of the Board
------------------------------------------                                                          May 8, 1998
William D. Forster
 
/s/ CHARIF SOUKI                            Co-Chairman of the Board
------------------------------------------                                                          May 8, 1998
Charif Souki
 
/s/ KENNETH R. PEAK                         Director
------------------------------------------                                                          May 8, 1998
Kenneth R. Peak
 
/s/ CHARLES M. REIMER                       Director
------------------------------------------                                                          May 8, 1998
Charles M. Reimer
 
/s/ EFREM ZIMBALIST, III                    Director
------------------------------------------                                                          May 8, 1998
Efrem Zimbalist, III
EXHIBIT INDEX
Sequentially    
                                                                                                          Numbered      
EXHIBIT NO.                                  DESCRIPTION AND LOCATION                                      Pages*       
-----------                                  ------------------------                                   ------------
5              Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
 
23(a)          Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in Exhibit 5).
 
23(b)          Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
--------------
*    Included in manually signed original only