SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

SCHEDULE 13D/A

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(A)

(Amendment No. 4)

WYNN RESORTS, LIMITED

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

983134 10 7

(CUSIP Number)

Kim Sinatra

Senior Vice President and General Counsel

Wynn Resorts, Limited

3131 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(702) 770-2112

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 31, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [   ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.   983134 10 7

1.	Names of Reporting Persons.   Stephen A. Wynn
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (A)          [ X ] (B)          [ __ ]
3.	SEC Use Only
4.	Source of Funds (see Instructions) BK, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 48,702,639 1, 2
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 48,702,639 1, 2
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 48,702,639 1, 2
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)[__]
13.	Percent of Class Represented by Amount in Row 11 39.6% 3
14.	Type Of Reporting Person (See Instructions) IN

1. Includes 24,153,417 shares (the “Wynn Shares”) acquired by Stephen A. Wynn (“Mr. Wynn”) on or prior to October 30, 2002.  The Wynn Shares may be considered community property under applicable Nevada state law.  Accordingly, Mr. Wynn and Elaine P. Wynn (collectively, the “Reporting Persons”) may be deemed to have shared voting and dispositive power over such shares.

2. Includes 24,549,222 shares (the “Aruze Shares”) held by Aruze USA, Inc. (“Aruze USA”) that may be deemed to be beneficially owned by Mr. Wynn under the stockholders agreement, dated as of April 11, 2002, among Mr. Wynn, Aruze USA, Inc. and Baron Investment Funds Trust (formerly known as Baron Asset Fund) (“Baron”), as amended on November 8, 2006 and as further amended by that certain Waiver and Consent dated July 31, 2009 (the “Stockholders Agreement”).

3. The aggregate percentage of the outstanding shares that the Reporting Persons may be deemed to beneficially own is approximately 39.6%.  Excluding the Aruze Shares that the Reporting Persons may be deemed to beneficially own as a result of the Stockholders Agreement, the Reporting Persons directly beneficially own approximately 19.6% of the outstanding shares.

CUSIP NO.   983134 10 7

1.	Names of Reporting Persons.   Elaine P. Wynn
2.	Check the Appropriate Box if a Member of a Group (see Instructions) (A)          [ X ] (B)          [ __ ]
3.	SEC Use Only
4.	Source of Funds (see Instructions) BK, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 48,702,639 1, 2
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 48,702,639 1, 2
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 48,702,639 1, 2
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)[__]
13.	Percent of Class Represented by Amount in Row 11 39.6% 3
14.	Type Of Reporting Person (See Instructions) IN

1. Includes the Wynn Shares, which may be considered community property under applicable Nevada state law.  Accordingly, the Reporting Persons may be deemed to have shared voting and dispositive power over such shares.

2. Includes the Aruze Shares held by Aruze USA, Inc. that may be deemed to be beneficially owned by Mr. Wynn under the Stockholders Agreement.

3. The aggregate percentage of the outstanding shares that the Reporting Persons may be deemed to beneficially own is approximately 39.6%.  Excluding the Aruze Shares that the Reporting Persons may be deemed to beneficially own as a result of the Stockholders Agreement, the Reporting Persons directly beneficially own approximately 19.6% of the outstanding shares.

This Schedule 13D/A (this “Amendment No. 4”) hereby amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on November 13, 2002 (the “Original Schedule 13D”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on April 21, 2003 (“Amendment No. 1”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on September 22, 2003 (“Amendment No. 2”) and as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on November 13, 2006 (“Amendment No. 3” and, collectively with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D.

Item 5.        Interest in Securities of the Issuer

The response set forth in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Aggregate Number and Percentage of Securities. The Reporting Persons may be deemed to beneficially own 48,702,639 shares of Common Stock, representing approximately 39.6% of the outstanding Common Stock of the Issuer.

Unless otherwise indicated, all percentages in this Amendment No. 4 assume that the Issuer had 123,063,790 shares of Common Stock outstanding as of April 30, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2009, filed May 11, 2009.

(b) Power to Vote and Dispose. The Reporting Persons possess the shared power to vote and dispose of 24,153,417 shares of Common Stock representing the Wynn Shares, subject to the Stockholders Agreement (as amended by the Waiver and Consent) described in Item 6 below.  As a result of the Stockholders Agreement, the Reporting Persons possess shared power to vote or direct the vote of, and thus may be deemed to beneficially own, an additional 24,549,222 shares of Common Stock representing the Aruze Shares held by Aruze USA.  In addition, pursuant to the Stockholders Agreement, neither Mr. Wynn and Aruze USA (nor any of their respective permitted transferees (except as described in Item 6 below)) shall transfer, or permit any of their respective affiliates to transfer, any shares of Common Stock beneficially owned by such person without the prior written consent of both Mr. Wynn and Aruze USA.

Aruze USA is a Nevada corporation. The business address of Aruze USA is 745 Grier Drive, Las Vegas, NV 89119. To the knowledge of the Reporting Persons, Aruze USA beneficially owns the Aruze Shares, which constitute approximately 19.9% of the outstanding Common Stock of the Issuer.  To the knowledge of the Reporting Persons, Aruze Corp., a Japan public corporation and Aruze USA’s parent company, and Mr. Kazuo Okada, the founder, president and controlling shareholder of Aruze Corp., may be deemed to beneficially own the shares held by Aruze USA.

Except as set forth in the Stockholders Agreement, the Reporting Persons, on the one hand, and Aruze USA, on the other hand, do not have any other agreement, arrangement or understanding with respect to the acquisition, holding, voting or disposition of equity securities of the Issuer.

(c) Transactions within the past 60 days. Except as noted in this Amendment No. 4, Mr. Wynn has not effected any other transactions in the Issuer’s securities, including the Common Stock, within sixty (60) days preceding the date of this Amendment No. 4.

(d) Certain Rights of Other Persons. Not applicable.

(e) Date Ceased to be a 5% Owner. Not applicable.

Item 6.        Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response to Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 6:

Waiver and Consent with respect to Stockholders Agreement

On July 31, 2009, Mr. Wynn, Aruze USA and Baron Investment Funds Trust (formerly known as Baron Asset Fund) (“Baron”) entered into that certain Waiver and Consent (the “Waiver and Consent”) with respect to the Stockholders Agreement.  Pursuant to the Waiver and Consent, (a) Baron and Aruze USA consented to the transfer of 395,805 shares of Common Stock held by certain grantor retained annuity trusts previously created by Mr. Wynn (in their capacity as permitted transferees under the Stockholders Agreement) for all purposes under the Stockholders Agreement, (b) Baron waived all of its rights under the Stockholders Agreement and (c) Mr. Wynn and Aruze USA waived the right of first refusal in connection with a transfer or proposed transfer of shares by Baron.

The foregoing description of the Waiver and Consent does not purport to be complete and is qualified in its entirety by reference to the Waiver and Consent which is filed herewith as Exhibit 4 and is incorporated herein by this reference.

Item 7.        Material to be Filed as Exhibits.

The response to Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following items at the end of such Item 7:

Exhibit 4 Waiver and Consent, dated July 31, 2009, by and among Stephen A. Wynn, Baron Investment Funds Trust (formerly known as Baron Asset Fund) and Aruze USA, Inc.

Exhibit 5 Joint Filing Agreement, dated April 21, 2003, between Stephen A. Wynn and Elaine P. Wynn (previously filed as Exhibit (g) to the Schedule 13D/A of Stephen A. Wynn and Elaine P. Wynn, Commission File No. 005-78590, filed on April 21, 2003 and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 3, 2009

STEPHEN A. WYNN

/s/ Stephen A. Wynn__________

Stephen A. Wynn

ELAINE P. WYNN

Elaine P. Wynn_____________

Elaine P. Wynn

EXHIBIT INDEX

Exhibit	Description
4	Waiver and Consent, dated July 31, 2009, by and among Stephen A. Wynn, Baron Investment Funds Trust (formerly known as Baron Asset Fund) and Aruze USA, Inc.
5	Joint Filing Agreement, dated April 21, 2003, between Stephen A. Wynn and Elaine P. Wynn (previously filed as Exhibit (g) to the Schedule 13D/A of Stephen A. Wynn and Elaine P. Wynn, Commission File No. 005-78590, filed on April 21, 2003 and incorporated herein by reference).

EX-99

Exhibit 4

WAIVER AND CONSENT

This WAIVER AND CONSENT (this "Waiver and Consent"), dated as of the 31st day of July, 2009, is entered into by and among Stephen A. Wynn ("Wynn"), an individual, Baron Investment Funds Trust (formerly known as Baron Asset Fund) ("Baron"), a Massachusetts business trust, and Aruze USA, Inc., a Nevada corporation ("Aruze").

Reference is made to that certain Stockholders Agreement, entered into as of April 11, 2002, among Wynn, Aruze and Baron, as amended by that certain Amendment to Stockholders Agreement, entered into as of November 8, 2006, between Wynn and Aruze (as amended, the "Stockholders Agreement").  Capitalized terms not otherwise defined herein shall have respective meanings ascribed to such terms in the Stockholders Agreement.

RECITALS

WHEREAS, certain grantor retained annuity trusts (collectively, the "GRATs") previously created by Wynn, in their capacity as Permitted Transferees of Wynn, hold, in the aggregate, 395,805 Shares subject to the Stockholders Agreement (the "GRAT Shares");

WHEREAS, the GRATs desire to Transfer the GRAT Shares pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act");

WHEREAS, the Stockholders Agreement contains certain restrictions on and conditions to the Transfer of the GRAT Shares, including, but not limited to, certain consent rights, rights of first refusal and tag-along rights;

WHEREAS, in addition to the rights described in the prior recital, the Stockholders Agreement provides certain rights in favor of Baron, including, but not limited to, certain rights of first refusal, tag-along rights, rights with respect to Upstream Transfers, rights triggered by the institution of a Bankruptcy, preemptive rights and rights as the beneficiary of a non-competition agreement (all of Baron's rights under the Stockholders Agreement, collectively, the "Baron Rights");

WHEREAS, Aruze and Baron each desire to consent to the Transfer of the GRAT Shares for all purposes under the Stockholders Agreement and to waive any rights such party may have in connection with a Transfer of the GRAT Shares for all purposes under the Stockholders Agreement;

WHEREAS, Baron further desires to waive the Baron Rights;

WHEREAS, Section 9 of the Stockholders Agreement provides for a right of first refusal in favor of the non-transferring Stockholders in the event any Stockholder wishes to Transfer any or all of its Shares to any Person other than a Permitted Transferee and who receives a bona fide offer from any Person who is not a Prohibited Transferee for the purchase of all or any portion of such Stockholder's Shares; and

WHEREAS, Wynn and Aruze each desire to waive their right of first refusal in connection with any Transfer or proposed Transfer by Baron of Shares.

AGREEMENT

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.           Waivers and Consents.

(a)  Each of Baron and Aruze hereby consents to the Transfer of the GRAT Shares for all purposes under the Stockholders Agreement and does hereby waive any rights such party may have in connection with a Transfer of the GRAT Shares for all purposes under the Stockholders Agreement.

(b)  Baron hereby waives the Baron Rights.

(c)  Each of Wynn and Aruze hereby waives the right of first refusal in connection with a Transfer or proposed Transfer of Shares by Baron; provided, however, that such Transfer or proposed Transfer must be pursuant to open market transactions made in compliance with a valid exemption under the Securities Act.

2.           Transferee Not Bound.  The transferee of the GRAT Shares and any Shares transferred by Baron pursuant to the foregoing clause 1(c) shall not be bound by the terms of the Stockholders Agreement.

3.           Limited Scope.  The waivers and consents set forth herein are limited as written and shall not be deemed to be a waiver of or consent to, or modification of in any respect, any other term or condition in the Stockholders Agreement.  Except as expressly waived hereby, all of the terms and provisions of the Stockholders Agreement are and shall remain in full force and effect.

4.           Authorization.  This Waiver and Consent has been duly authorized and executed by each of Wynn, Aruze and Baron and is a valid and binding waiver and consent of each such party, enforceable against each such party in accordance with its terms.

[Signatures continued on following page]

IN WITNESS WHEREOF, this Waiver and Consent has been duly executed and delivered by Wynn and a duly authorized officer of Aruze and Baron on the day and year first written above.

_/s/ Stephen A. Wynn___________

Name:  Stephen A. Wynn

ARUZE USA, INC.

_/s/ Kazuo Okada______________

Name:  Kazuo Okada

Title:    President

BARON INVESTMENT FUNDS

TRUST (FORMERLY KNOWN

AS BARON ASSET FUND)

_/s/ Patrick M. Patalino_________

Name:  Patrick M. Patalino

Title:     General Counsel