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): June 4, 2002


                              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
                 ROOM  1A
             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)




ITEM 5.  OTHER EVENTS.

                  On June 4, 2002, we issued a press release pursuant to Rule
135c under the Securities Act of 1933, as amended, relating to the closing of
$850 million in aggregate principal amount of mortgage notes in a Rule 144A
offering. The notes will bear interest at 11% and mature on June 15, 2010. In
connection with the offering of the mortgage notes, we entered into a new senior
secured credit facility in an aggregate amount of approximately $375 million and
a new secured mall loan facility in an aggregate amount of $105 million. We have
or will use the proceeds from the offering of the mortgage notes and borrowing
under these new facilities to repay, redeem or repurchase all of our outstanding
indebtedness, to finance the construction and development of a 1000-room
addition to the Venetian Casino Resort, additional meeting and conference space
and an expansion to the Venetian Casino Resort's parking garage (the "Phase IA
Addition"), and to pay all fees and expenses associated with these transactions.
The press release announcing these transactions is attached as Exhibit 99.1 to
this report on Form 8-K.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT NUMBER             TITLE
- --------------             -----

         99.1              Press Release of Las Vegas Sands, Inc., dated June 4,
                           2002.







                                   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: June 5, 2002


                                   LAS VEGAS SANDS, INC.

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







                                  EXHIBIT INDEX

EXHIBIT NUMBER             TITLE
- --------------             -----

         99.1              Press Release of Las Vegas Sands, Inc., dated June 4,
                           2002.