SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Miltenberger Harry D

(Last)

(First)

(Middle)

3355 LAS VEGAS BOULEVARD SOUTH

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2004

3. Issuer Name and Ticker or Trading Symbol
LAS VEGAS SANDS CORP [ LVS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CAO,VP-Finance & Sec'y

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	212,826	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy) Common Stock	⁽²⁾	⁽³⁾	Common Stock	53,207	$1.02	D

Explanation of Responses:

1. Currently, the reporting person beneficially owns shares of Las Vegas Sands, Inc. common stock. In connection with the merger of Las Vegas Sands, Inc. with and into a wholly-owned subsidiary of Las Vegas Sands Corp., each outstanding share of Las Vegas Sands, Inc. will be exchanged for 266.0327553 shares of Las Vegas Sands Corp. In accordance with Rule 16b-7 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), the exchange will be exempt under Section 16(b) of the Exchange Act.

2. Immediately.

3. The option will expire 60 days following the expiration of the underwriters' lock-up period following the Issuer's anticipated initial public offering.

	/s/ Harry D. Miltenberger	12/14/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.