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):  DECEMBER 14, 2006

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

                 (State or other jurisdiction of incorporation)

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

             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):

     |_| 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))



             The  information  filed under this Item shall also be deemed to be
filed  under  "Item  2.03.  Creation  of a Direct  Financial  Obligation  or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant."

             On December 14, 2006, three  subsidiaries of Las Vegas Sands Corp.
("LVSC"),   Las  Vegas  Sands,  LLC  ("LVS"),   Venetian  Casino  Resort,   LLC
("Venetian")  and Lido Casino  Resort,  LLC ("LCR",  and together  with LVS and
Venetian,  the "Borrowers") entered into an FF&E Facility credit agreement (the
"Credit  Agreement")  governing  their  $142.934  million senior secured credit
facility with General Electric Capital Corporation, as administrative agent for
the lenders.  The credit facility consists of a $7.934 million term funded loan
and a $135.0  million  term  delayed  draw  loan.  The term  delayed  draw loan
commitment terminates December 31, 2007.

             The  term  funded  loan was  drawn at  closing  and  provided  the
Borrowers approximately $7.934 million in proceeds. These proceeds were used to
refinance  an  existing  FF&E  loan  provided  by  General   Electric   Capital
Corporation.  The  proceeds  provided by the term  delayed  draw loan,  $37.581
million of which was drawn at closing,  may be used by the Borrowers to finance
and/or refinance the acquisition of certain  fixtures,  furniture and equipment
for The Palazzo Resort Hotel Casino, which is currently under construction, and
The Venetian Resort Hotel Casino.

             The  indebtedness  under the Credit  Agreement  is  guaranteed  by
certain domestic  subsidiaries of VCR  (collectively,  the  "Guarantors").  The
Borrowers'  obligations  under the  Credit  Agreement  are  secured  by a first
priority security interest in the fixtures, furniture and equipment financed or
refinanced under the Credit Agreement.

             Borrowings  under  the  Credit  Agreement  bear  interest,  at the
Borrowers's  option,  at either an adjusted  Eurodollar rate or at a base rate,
plus an applicable margin. The initial applicable margin is 1.00% per annum for
loans  accruing  interest  at the base  rate,  and  2.00%  per  annum for loans
accruing interest at the adjusted Eurodollar rate. These spreads may be reduced
by 0.25% under certain circumstances.  The Borrowers will also pay a commitment
fee of 0.50% per annum on the undrawn amount of the term delayed draw loan.

             The term  delayed  draw  loan  matures  in June  2011 and the term
funded loan matures in October 2008. As to the term funded loan,  Borrowers are
required to make principal payments in seven quarterly installments, commencing
January  1, 2007,  in an amount  equal to  $600,000  each,  with the  remaining
principal  balance due on October 1, 2008.  As to the term  delayed  draw loan,
Borrowers  are required to make  principal  payments in quarterly  installments
commencing  April 1,  2008,  in an  amount  equal  to  5.00%  of the  aggregate
principal  amount of the term delayed draw loan  outstanding  on April 1, 2008,
with the  remainder  due in four  equal  quarterly  installments  ending on the

maturity  date.  The Credit  Agreement  also  requires  the  Borrowers  to make
mandatory prepayments of the loans under certain specified circumstances.

             The Credit Agreement  contains  affirmative and negative covenants
customary for such financings,  including  limitations on liens,  indebtedness,
investments,  dividends and restricted  payments,  transactions with affiliates
and  acquisitions  and sales of assets.  The Credit Agreement also requires the
Borrowers  to comply with  certain  financial  covenants,  including  ratios of
EBITDA  to  interest  expense  and total  indebtedness  to  EBITDA,  as well as
limiting maximum capital expenditures.

             The Credit Agreement contains events of default customary for such
financings,  including, but not limited to, nonpayment of principal,  interest,
fees  or  other  amounts  when  due;  breach  of  covenants;   failure  of  any
representation  or warranty to be true in all  material  respects  when made or
deemed  made;  cross  default  and  cross  acceleration  provisions;  change of
control; dissolution; insolvency; bankruptcy events; material judgments; actual
or asserted  invalidity of the  guarantees or security  documents;  and loss of
certain government gaming licenses or permits.  Some of these events of default
allow for grace periods and/or have materiality thresholds.

             General  Electric  Capital  Corporation  and its  affiliates  have
performed  financial  advisory,  lending and/or commercial banking services for
LVSC and its  affiliates  from  time to time,  for  which  they  have  received
customary compensation, and may do so in the future.


             The  disclosures   under  "Item  1.01  -  Entry  Into  a  Material
Definitive Agreement" above are incorporated under this Item 2.03.


         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:  December 20, 2006

                                    LAS VEGAS SANDS CORP.

                                    By: /s/ Robert P. Rozek
                                        Name:  Robert P. Rozek
                                        Title: Senior Vice President and
                                               Chief Financial Officer