8-K

UNITED STATES

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)        March 4, 2009

LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
001-32373	27-0099920
(Commission File Number)	(I.R.S. Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA	89109
(Address of principal executive offices)	(Zip Code)

(702) 414-1000

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(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):

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

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

A. Michael A. Leven

On March 9, 2009, Las Vegas Sands Corp. (“LVSC”) announced that it has appointed Michael A. Leven, 71, as the President and Chief Operating Officer of LVSC and its wholly-owned subsidiary, Las Vegas Sands, LLC (together with LVSC, the “Company”), effective April 1, 2009. Mr. Leven has served as the Chief Executive Officer of the Georgia Aquarium since September 2008. From January 2006 through September 2008, Mr. Leven was the Vice Chairman of the Marcus Foundation, Inc., a non-profit foundation. Until December 2006, Mr. Leven was the Chairman, Chief Executive Officer and President of U.S. Franchise Systems, Inc., the company he founded in 1995 that developed and franchised the Microtel Inns & Suites and Hawthorn Suites hotel brands. He was previously the president and chief operating officer of Holiday Inn Worldwide, president of Days Inn of America, and president of Americana Hotels. Mr. Leven has been a member of LVSC’s Board of Directors since August 2004 and will remain on the Board.

B. William Weidner

On March 4, 2009, two members of the LVSC Board of Directors met with William P. Weidner, the Company’s President and Chief Operating Officer, and informed Mr. Weidner that the Company was hiring Mr. Leven to replace him. The Company and Mr. Weidner attempted to negotiate the terms of Mr. Weidner’s departure for the next several days, but were unable to reach agreement.

On March 8, 2009, Mr. Weidner notified the Company that he was resigning from his positions at the Company for Good Reason, as defined in the employment agreement between Mr. Weidner and the Company, dated as of November 14, 2004, and amended as of December 31, 2008 (the “Employment Agreement”). Mr. Weidner also notified the Company that he was resigning from all of his positions at the Company’s affiliates and from the LVSC Board of Directors.

The Company believes that the March 4, 2009 meeting with Mr. Weidner served as notice to Mr. Weidner that he would no longer be employed by the Company.

In his resignation letter, Mr. Weidner stated that, as disclosed in LVSC’s periodic reports commencing with the report on Form 10-Q for the quarter ended September 30, 2008, he has had, and continued to have, outstanding differences with the Chairman and Chief Executive Officer about the management of the Company. A copy of Mr. Weidner’s letter is attached as Exhibit 99.1 to this report.

On March 9, 2009, LVSC issued a press release announcing Mr. Leven’s appointment and Mr. Weidner’s departure. The press release is attached as Exhibit 99.2 to this report and is incorporated by reference into this Item.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO. DESCRIPTION

99.1 Letter, dated March 8, 2009, from William P. Weidner to Las Vegas Sands, Inc.

99.2 Press Release, dated March 9, 2009.

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: March 9, 2009

LAS VEGAS SANDS CORP.
By:	/s/ Sheldon G. Adelson
	Name:  Sheldon G. Adelson Title:   Chairman of the Board, Chief Executive Officer             and Director

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

99.1 Letter, dated March 8, 2009, from William P. Weidner to Las Vegas Sands, Inc.

99.2 Press Release, dated March 9, 2009.

EX-99

EXHIBIT 99.1

William P. Weidner

March 8, 2009

Las Vegas Sands, Inc.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: General Counsel

VIA ELECTRONIC TRANSMISSION

Dear Mr. Gonzalez:

I hereby notify Las Vegas Sands Corp (“LVSC”) and Las Vegas Sands, Inc. (together, the “Company”) of my resignation for “Good Reason” pursuant to Section 10(a)(iv) of that certain Employment Agreement between me and the Company, dated as of November 18, 2004 and as amended as of December 31, 2008 (the “Employment Agreement”) from my positions and duties under the Employment Agreement. I further notify the Company of my resignation from my position as a member of the Board of Directors of LVSC and all other positions (whether as officer or director or in any other capacity) with the Company and its affiliates. “Good Reason” as defined in Section 10(c)(v) of the Employment Agreement exists because the Company has informed me that Michael A. Leven will be assuming the duties and responsibilities of my office as set forth in the Employment Agreement.

As disclosed in LVSC’s periodic reports commencing with the report on Form 10-Q for the quarter ended September 30, 2008, I have had, and continue to have, outstanding differences with the Chairman and Chief Executive Officer about the management of the Company.

Very truly yours,

/s/ William P. Weidner

WILLIAM P. WEIDNER

cc: Charles D. Forman

Gayle Hyman, Esq.

John C. Kennedy, Esq.

Lawrence I. Witdorchic, Esq.

EX-99

EXHIBIT 99.2

PRESS RELEASE

Las Vegas Sands Announces Appointment of

Michael A. Leven as President and Chief Operating Officer

LAS VEGAS, March 9 /PRNewswire-FirstCall/ -- Las Vegas Sands Corp. announced today that effective April 1, 2009, Michael A. Leven, who has served as a member of the company's board of directors since August 2004, will assume the title of president and chief operating officer replacing William P. Weidner.

The company stated that Mr. Weidner is no longer with the organization or a member of its board of directors.

Mr. Leven is a veteran hospitality executive with 48 years of experience in the business and a distinguished and well-recognized record of success. He was formerly president and CEO of US Franchise Systems, Inc., the company he founded in 1995, which developed and franchised the Microtel Inns & Suites and Hawthorn Suites hotel brands. He was previously the president and COO of Holiday Inn Worldwide, president of Days Inn of America, and president of Americana Hotels. He has also served on the board of directors of Starwood Hotels and Resorts and Hersha Hospitality Trust.

In his new role with LVS, Mr. Leven will supervise the overall operations of the company's U.S. and international locations.

###

Statements in this press release, which are not historical facts, are "forward looking" statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company's control, which may cause material differences in actual results, performance or other expectations. These factors include, but are not limited to general economic conditions, competition, new ventures, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, and other factors detailed in the reports filed by Las Vegas Sands Corp. with the Securities and Exchange Commission.

2

ABOUT LAS VEGAS SANDS CORP.

Las Vegas Sands Corp. (NYSE: LVS) is the leading international developer of multi-use integrated resorts.

The Las Vegas, Nevada-based company owns and operates The Venetian Resort-Hotel-Casino, The Palazzo Resort-Hotel-Casino, and the Sands Expo and Convention Center in Las Vegas and The Venetian Macao Resort-Hotel and the Sands Macao in the People's Republic of China (PRC) Special Administrative Region of Macao. The company also owns the Four Seasons Hotel Macao and is constructing two additional integrated resorts: Sands Casino Resort Bethlehem™ in Eastern Pennsylvania; and Marina Bay Sands™ in Singapore.

LVS is also creating the Cotai Strip®, a master-planned development of resort-casino properties in Macao. At completion, the Cotai Strip will feature approximately 21,000 rooms from world-renowned hotel brands such as St. Regis, Sheraton, Shangri-La, Traders, Hilton, Conrad, Fairmont, Raffles, Holiday Inn, and InterContinental. For more information please visit www.lasvegassands.com.

Contacts:

Investment Community: Daniel Briggs (702) 414-1221

Media: Ron Reese (702) 414-3607

3