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): February 3, 2005


                              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)


               00132373                                  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)


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


                                 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))




ITEM 8.01.     OTHER EVENTS

               On February 3, 2005, the Company issued a press release relating
to the pricing of an offering of $250 million in aggregate principal amount of
senior notes due 2015 in a private offering under Rule 144A of the Securities
Act of 1933. The senior notes will carry a coupon of 6.375%. The price to
investors will be 99.089% resulting in a yield to maturity of 6.5%. This
represents a spread of 233 basis points over the applicable U.S. treasury yield.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety by reference.



ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1   Press Release of Las Vegas Sands Corp., dated February 3, 2005.






                                   SIGNATURES

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

                                        LAS VEGAS SANDS CORP.



                                        By: /s/ Scott D. Henry
                                            -------------------------------
                                            Name:  Scott D. Henry
                                            Title: Chief Financial Officer




Date:  February 3, 2005





                                INDEX TO EXHIBITS


EXHIBIT
NUMBER          DESCRIPTION
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99.1            Press Release of Las Vegas Sands Corp., dated February 3, 2005.