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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported):  APRIL 10, 2007


                              LAS VEGAS SANDS CORP.
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             (Exact name of registrant as specified in its charter)


                                     NEVADA
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                 (State or other jurisdiction of incorporation)


                001-32373                               27-0099920
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          (Commission File Number)           (IRS Employer Identification No.)


       3355 LAS VEGAS BOULEVARD SOUTH
             LAS VEGAS, NEVADA                            89109
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   (Address of principal executive offices)             (Zip Code)


                                 (702) 414-1000
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              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
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          (Former name or former address, if changed since last report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01     ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT

              As  reported  by Las Vegas  Sands  Corp.  ("LVS") in its  current
report on Form 8-K filed with the Securities  and Exchange  Commission on March
9, 2007 (the "PREVIOUS FORM 8-K"), three of LVS'  subsidiaries,  Venetian Macau
Limited ("VML"), VML's wholly-owned subsidiary, Venetian Cotai Limited ("VCL"),
and VCL's wholly-owned subsidiary, VML US Finance LLC (the "BORROWER"), and The
Bank of Nova  Scotia,  as  administrative  agent and  disbursement  agent  (the
"AGENT"), entered into the First Amendment to Credit Agreement and Disbursement
Agreement  dated as of March 5,  2007 (the  "AMENDMENT),  to amend  their  $2.5
billion senior secured credit facility under the Credit Agreement,  dated as of
May 25, 2006 (the "CREDIT  AGREEMENT"),  among the  Borrower,  VML, the lenders
party  thereto,   the  Agent  and  certain  other  parties,   and  the  related
Disbursement   Agreement,   dated  as  of  May  25,  2006  (the   "DISBURSEMENT
AGREEMENT"), among the Borrower, VML, VCL and the Agent. Capitalized terms used
herein and not defined  herein are used as such terms are defined in the Credit
Agreement or the Amendment.

              As mentioned in the Previous Form 8-K, the Amendment contemplated
a reduction  of the  interest  rate  margins for all classes of loans under the
Credit Agreement.  However, this reduction did not become effective until April
10,  2007,  when it was  approved  by all Lenders of the  different  classes of
loans.  Effective as of such date, the  applicable  margin on all loans bearing
interest at the Base Rate was reduced to 1.25% (from 1.75%) and the  applicable
margin on all loans bearing  interest at the Adjusted  Eurodollar  Rate (or, in
the case of Local  Term  Loans,  the HIBOR  Rate) was  reduced  to 2.25%  (from
2.75%).  In addition,  the Amendment  deleted the 0.25% pricing  step-down that
would have  commenced  with the first  interest  period  following the Venetian
Macao Completion Date. Finally,  the pricing grid for Revolving Loans and Local
Term Loans was revised to reflect the decrease in applicable margins.

              The  Amendment  also  provides  that if a  Repricing  Transaction
occurs,  the  proceeds of which are used to prepay  principal  with  respect to
outstanding  Term B Funded  Loans or Term B Delayed  Draw  Loans on or prior to
April 10, 2008, the Borrower will pay to the Lenders holding outstanding Term B
Funded Loans or Term B Delayed Draw Loans a fee equal to 1.0% of the  aggregate
principal amount of such outstanding loans that are so repaid.


ITEM 2.03     CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER
              AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

              On April 10, 2007,  the Borrower  borrowed  $600.0 million of New
Term Loans and obtained $200.0 million of New Revolving Loan Commitments  under
the Credit Agreement's incremental facility provisions. The proceeds of the New
Term Loans will be used to fund casino and non-casino  project  costs,  working



capital and general corporate purposes,  including permitted  investments.  The
New Term Loans (which are Term B Funded  Loans) have the same maturity date and
will bear  interest at the same rate as the  existing  Term B Funded  Loans (as
modified by the Amendment  described above),  and increased the total aggregate
outstanding  Term B  Funded  Loans  to $1.8  billion.  The New  Revolving  Loan
Commitments  increased the aggregate  commitment amount in respect of Revolving
Loans to $700.0 million.  New Revolving Loans made under the New Revolving Loan
Commitments  will have the same terms as the existing  Revolving  Loans. No New
Revolving Loans were outstanding as of April 10, 2007.




                                 SIGNATURES

              Pursuant to the  requirements  of the Securities  Exchange Act of
1934,  the  registrant  has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated:  April 12, 2007



                                       LAS VEGAS SANDS CORP.



                                       By: /s/ Scott D. Henry
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                                       Name:   Scott D. Henry
                                       Title:  Senior Vice President -- Finance