8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):  September 7, 2004

LAS VEGAS SANDS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	333-42147	04-3010100
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

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

Registrant’s telephone number, including area code: (702) 414-1000

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):

|_| 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))

        Item 7.01. Regulation FD Disclosure.

        On September 7, 2004, Las Vegas Sands, Inc., issued a press release announcing that its affiliate, Las Vegas Sands Corp., has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission for an initial public offering of common stock. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this filing.

        Item 9.01. Financial Statements and Exhibits.

         (c) Exhibits.

Exhibit number Description

99.1 Press release of September 7, 2004

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: September 9, 2004

LAS VEGAS SANDS, INC.


By:       /s/ Harry D. Miltenberger
            ——————————————
Name:   Harry D. Miltenberger
Title:     Vice President - Finance

INDEX TO EXHIBITS

Exhibit number Description

99.1 Press release of September 7, 2004

EX-99

Exhibit 99.1

Las Vegas Sands Corp. Files Registration Statement for Initial Public Offering

        (Las Vegas, NV – September 7, 2004) – Las Vegas Sands, Inc., the owner of The Venetian Resort Hotel Casino and Sands Expo and Convention Center in Las Vegas, and the Sands Macao in Macao, China, announced that its affiliate, Las Vegas Sands Corp., has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission for an initial public offering of common stock. The offering will be made by an underwriting syndicate led by Goldman, Sachs & Co.

        Prior to the completion of the initial public offering, Las Vegas Sands Corp. will become the parent corporation of Las Vegas Sands, Inc. Las Vegas Sands Corp. intends to use the proceeds of the offering for general corporate purposes and working capital. In particular, it may use these proceeds to fund development projects in Asia, the United Kingdom and other jurisdictions. The timing and completion of the offering are subject to market conditions and other contingencies. The offering is subject to the approval of the Nevada Gaming Commission and final approval by the board of directors.

        The registration statement did not include an offering price range or the number of shares to be sold. A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of any offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. When available, a prospectus relating to the offering can be obtained from:

        Frederick H. Kraus, Esq.
        Las Vegas Sands Corp.
        3355 Las Vegas Boulevard South
        Las Vegas, Nevada 89109
        (702) 414-1000

        THE MATTERS DESCRIBED IN THIS PRESS RELEASE CONTAIN 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 VENETIAN’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, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEREOF. VENETIAN ASSUMES NO OBLIGATION TO UPDATE SUCH INFORMATION.

        For further information, please contact Harry Miltenberger, Vice President of The Venetian Hotel Resort Casino, LLC, +1-702-733-5729, miltenbh@venetian.com, for Las Vegas Sands, Inc.