Edgar Filing: LAS VEGAS SANDS CORP

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122978

Prospectus Supplement No. 2 To Prospectus Dated February 24, 2005.

950,000 Shares

LAS VEGAS SANDS CORP.

Common Stock
____________________

This is a public offering of common stock of Las Vegas Sands Corp. All of
the 950,000 shares are being offered by the selling stockholders identified in
this prospectus supplement. We will not receive any proceeds from the sale of
common stock sold by the selling stockholders.

Our common stock is listed on the New York Stock Exchange under the symbol
"LVS". The last reported sale price of our common stock on September 13, 2005
was $36.01 per share.

SEE "RISK FACTORS" ON PAGE 7 OF THE ACCOMPANYING PROSPECTUS TO READ ABOUT
RISKS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
____________________

NEITHER THE NEVADA STATE GAMING CONTROL BOARD, THE NEVADA GAMING COMMISSION
NOR ANY OTHER GAMING REGULATORY AGENCY HAS PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR THE INVESTMENT
MERITS OF THE SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

____________________

Goldman, Sachs & Co. has agreed to purchase the common stock from the
selling stockholders at a price of $35.64 per share which will result in
$33,858,000 of proceeds to the selling stockholders.

Goldman, Sachs & Co. may offer the common stock in transactions in the
over-the-counter market or through negotiated transactions at market prices or
at negotiated prices.

____________________

Goldman, Sachs & Co. expects to deliver the shares against payment in New
York, New York on September 19, 2005.

GOLDMAN, SACHS & CO.
________________________

Prospectus Supplement dated September 13, 2005.

This prospectus supplement, dated September 13, 2005 (this
"Supplement"), supplements the accompanying prospectus (the "Prospectus")
filed as part of our Registration Statement on Form S-8 dated February 24,
2005 (Registration File No. 333-122978) (the "Registration Statement"). This
Supplement relates to the resale by certain of our stockholders (collectively,
the "Selling Stockholders") of 950,000 shares of common stock, par value
$0.001 per share (the "Common Stock"). All capitalized terms used herein which
are not otherwise defined have the meaning ascribed to them in the Prospectus.

This Supplement presents certain information regarding the Selling
Stockholders and the method of sale of our Common Stock by the Selling
Stockholders as of September 13, 2005. On September 13, 2005, William P.
Weidner, Bradley H. Stone and Dan Raviv sold 300,000, 300,000 and 350,000 shares
of Common Stock, respectively, to Goldman, Sachs & Co. at a price of $35.64 per
share.

You should read this Supplement in connection with the accompanying
Prospectus. This Supplement is qualified by reference to the Prospectus, except
to the extent the information in this Supplement supersedes the information
contained in the accompanying Prospectus.

SELLING STOCKHOLDERS

The information below supersedes and replaces in its entirety the
information set forth in the section entitled "Selling Stockholders" in the
accompanying Prospectus except for information set forth in the section entitled
"Selling Stockholders -- Material Relationships with Selling Stockholders." This
revised information does not add selling stockholders.

The proceeds from the sale of the common stock offered under this
prospectus are solely for the account of the selling stockholders. We will not
receive any of the proceeds from any sale of shares by the selling stockholders.

The following table sets forth, for the selling stockholders as of
September 12, 2005 prior to the transactions described below, the number of
shares of common stock beneficially owned by each selling stockholder, and the
number of shares that may be offered by each selling stockholder using this
prospectus. A person is deemed to be a "beneficial owner" of a security if that
person has or shares voting power, which includes the power to vote or direct
the voting of such security, or investment power, which includes the power to
dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has a
right to acquire beneficial ownership within 60 days.

This prospectus may be amended or supplemented from time to time to add
selling stockholders to or delete the names of selling stockholders from the
following list or to otherwise amend or supplement the information in the table
set forth below.

NAME TITLE NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED THAT MAY BE OFFERED

William P. Weidner(1) President and Chief 3,597,827 3,597,827
Operating Officer

Irrevocable Trust of William P. Weidner 2,655,007 2,655,007
Bradley H. Stone(2) Executive Vice 2,160,888 2,160,888
President
The Stone Crest Trust 1,928,737 1,928,737
Robert G. Goldstein(3) Senior Vice President 2,126,417 2,126,417
The Robert and Sheryl Goldstein Trust 1,594,351 1,594,351

The Robert G. Goldstein Grantor 532,066 532,066
Retained Annuity Trust
Harry D. Miltenberger Chief Accounting Office, 53,207 0
Vice President-Finance

Richard Heller President/General Manager 830,164 830,164
of Sands Expo Center

Jack Braman Vice President-Information 166,033 166,033
Systems

Dan Raviv Special Assistant to 931,115 931,115
the Chairman of the
Board

_________________

(1) This amount excludes 2,655,007 shares that Mr. Weidner transferred to the
Irrevocable Trust of William P. Weidner and over which he has no voting or
dispositive control.

(2) This amount excludes 1,928,737 shares that Mr. Stone transferred to The
Stone Crest Trust and over which he has no voting or dispositive control.

(3) This amount consists of 1,594,351 shares of our common stock that Mr.
Goldstein transferred to The Robert and Sheryl Goldstein Trust and 532,066
shares of our common stock that Mr. Goldstein transferred to The Robert G.
Goldstein Grantor Retained Annuity Trust. Mr. Goldstein may be deemed to
have beneficial ownership of all such shares.

UNDERWRITING

We, the Selling Stockholders and Goldman, Sachs & Co. have entered into
an underwriting agreement with respect to the shares being offered. Subject to
certain conditions, Goldman, Sachs & Co. has agreed to purchase all of the
950,000 shares offered hereby.

Goldman, Sachs & Co. may receive from purchasers of the shares normal
brokerage commissions in amounts agreed with such purchasers.

Goldman, Sachs & Co. proposes to offer the shares of Common Stock from
time to time for sale in one or more transactions in the New York Stock
Exchange, in the over-the-counter market, through negotiated transactions or
otherwise at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices, subject to receipt and
acceptance by it and subject to its right to reject any order in whole or in
part. In connection with the sale of the shares of Common Stock offered hereby,
Goldman, Sachs & Co. may be deemed to have received compensation in the form of
underwriting discounts. Goldman, Sachs & Co. may effect such transactions by
selling shares of Common Stock to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
Goldman, Sachs & Co. and/or purchasers of shares of Common Stock for whom they
may act as agents or to whom they may sell as principal.

The Selling Stockholders have agreed with Goldman, Sachs & Co., subject
to certain exceptions, not to dispose of or hedge any of their Common Stock or
securities convertible into or exchangeable for shares of Common Stock
(collectively, the "Lock-Up Securities") during the period from the date of this
Supplement continuing through and including September 19, 2005 (the "Lock-Up
Period"), except with the prior written consent of Goldman, Sachs & Co. This
agreement does not apply to any existing employee benefit plans.

Notwithstanding the foregoing, the Selling Stockholders may enter into
written trading plans established pursuant to Rule 10b5-1 of the Exchange Act of
1934 (the "Exchange Act") during the Lock-Up Period, provided that no direct or
indirect offers, sales agreements to offer or sell, solicitations of offers to
purchase, swaps, or other disposal of, or transactions in, any Lock-Up
Securities may be effected pursuant to such plan during the Lock-Up Period;
provided, however, that in any such case, it shall be a condition to entering
into any such trading plan that no filing by any party (transferee or
transferor) under Section 16(a) of or Regulation 13D-G under the Exchange Act
shall be required or shall be made voluntarily in connection with entering into
such trading plan.

In connection with the offering, Goldman, Sachs & Co. may purchase and
sell shares of Common Stock in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created
by short sales. Short sales involve the sale by Goldman, Sachs & Co. of a
greater number of shares than it is required to purchase in the offering.
Goldman, Sachs & Co. will need to close out any short sale by purchasing shares
in the open market. Goldman, Sachs & Co. is likely to create a short position if
it is concerned that there may be downward pressure on the price of the Common
Stock in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of various bids for
or purchases of Common Stock made by Goldman, Sachs & Co. in the open market
prior to the completion of the offering.

Purchases to cover a short position and stabilizing transactions may
have the effect of preventing or retarding a decline in the market price of our
stock, and may stabilize, maintain or otherwise affect the market price of the
Common Stock. As a result, the price of the Common Stock may be higher than the
price that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued at any time. These transactions may be
effected on New York Stock Exchange, in the over-the-counter market or
otherwise.

We estimate that our total expenses of the offering will be $180,000.
The Selling Stockholders estimate that their share of the total expenses of the
offering, excluding underwriting discounts and commissions, will be $0.

It is expected that delivery of the shares will be made against payment
therefor on or about the date specified in the last paragraph of the cover page
of this Supplement, which will be the fourth business day following the date of
this Supplement (such settlement code being herein referred to as "T + 4").
Under SEC Rule 15c6-1 under the Exchange Act, trades in the secondary market
generally are required to settle in three business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the shares on the date of this Supplement or the next succeeding business
day will be required, by virtue of the fact that the shares will settle T + 4,
to specify an alternate settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of the shares who wish to trade the
shares on the date of this Supplement or the next succeeding business day should
consult their own advisor.

We and the Selling Stockholders have agreed to indemnify Goldman, Sachs
& Co. against certain liabilities, including liabilities under the Securities
Act of 1933.

Goldman, Sachs & Co. and its affiliates have, from time to time,
performed, and may in the future perform, various financial advisory and
investment banking services for us, for which they received or will receive
customary fees and expenses. Goldman, Sachs & Co. acted as an initial purchaser
of the 6.375% senior notes that we issued in February 2005. Goldman, Sachs & Co.
also acted as an underwriter in connection with our initial public offering in
December 2004. Finally, an affiliate of Goldman, Sachs & Co. is a lender under
our subsidiary's credit facility.

INCORPORATED DOCUMENTS

The Commission allows us to "incorporate by reference" information into
this Supplement and the accompanying Prospectus, which means that we can
disclose important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference is
deemed to be part of this Supplement and the accompanying Prospectus, except for
any information superseded by information in this Supplement. The following
documents filed with the Commission are incorporated herein by reference:

1. Our Annual Report on Form 10-K for the year ended December 31,
2004;

2. Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2005 and June 30, 2005;

3. Our Current Reports on Form 8-K filed on January 4, 2005,
February 1, 2005 (with respect to the Item 8.01 information only), February 3,
2005, February 8, 2005, February 15, 2005, February 23, 2005, March 4, 2005,
March 10, 2005 and April 4, 2005; and

4. The description of the common stock set forth in our Registration
Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on
December 8, 2004, and any amendment or report filed for the purpose of updating
any such description.

In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current
Reports on Form 8-K under Item 2.02 or Item 7.01 (including any financial
statements or exhibits relating thereto furnished pursuant to Item 9.01)) prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Supplement and the
accompanying Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Supplement and the accompanying
Prospectus.

The documents listed in the preceding two paragraphs supersede and
replace the documents listed in the accompanying Prospectus under the heading
"Incorporated Documents".

PROSPECTUS

16,809,014 SHARES OF COMMON STOCK
OF LAS VEGAS SANDS CORP.

This prospectus is being used for the offering and sale from time to
time by the selling stockholders identified in this prospectus of up to an
aggregate of 16,809,014 shares of the common stock of Las Vegas Sands Corp. that
have been issued under stock options previously granted under our 1997 Fixed
Stock Option Plan (the "1997 Plan").

The selling stockholders, or their pledgees, donees, transferees or
other successors-in-interest, may offer the common stock through public or
private transactions, at prevailing market prices or at privately negotiated
prices, including in satisfaction of certain existing contractual obligations.
The selling stockholders will receive all of the net proceeds from the sale of
the shares. Each selling stockholder will bear the costs, expenses and fees in
connection with the registration of the shares offered hereby on its behalf. We
will not receive any proceeds from the sale of the shares. Brokerage commissions
and similar selling expenses, if any, attributable to the sale of shares will be
borne by the selling stockholders.

In connection with the Company's initial public offering, all of the
selling stockholders (other than one non-executive employee), holding 15,877,899
shares of common stock have agreed not to dispose of or hedge any of their
shares of common stock until June 12, 2005, subject to certain limited
exceptions, except with the prior consent of the lead underwriters.

The common stock is traded on the New York Stock Exchange under the
symbol "LVS." On February 22, 2005, the last reported sale price of the common
stock, as reported on the New York Stock Exchange, was $47.62 per share.

________________________

INVESTING IN THE COMMON STOCK INVOLVES SIGNIFICANT RISKS. FOR MORE INFORMATION,
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 7.

________________________

NEITHER THE NEVADA STATE GAMING CONTROL BOARD, THE NEVADA GAMING COMMISSION NOR
ANY OTHER GAMING REGULATORY AGENCY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is February 24, 2005

TABLE OF CONTENTS
AVAILABLE INFORMATION 4
INCORPORATED DOCUMENTS 4
THE COMPANY 5
RISK FACTORS 6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 28
SELLING STOCKHOLDERS 29
PLAN OF DISTRIBUTION 32
LEGAL MATTERS 35
EXPERTS 35

AVAILABLE INFORMATION

We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy statements and other
information can be inspected and copied at the Public Reference Room of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a website that contains reports, proxy and information statements and
other information regarding registrants, including us, that file electronically
with the Commission. The address of this website is "HTTP://WWW.SEC.GOV." In
addition, you may obtain information on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0330.

A copy of any document incorporated by reference in this registration
statement of which this prospectus forms a part but which is not delivered with
this prospectus will be provided by us without charge to any person to whom this
prospectus has been delivered upon the oral or written request of that person.
Requests should be directed to the attention of the Secretary, Las Vegas Sands
Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Our telephone
number at that location is (702) 414-1000.

You should rely on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. The common stock is not being offered in any state
where the offer is not permitted. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
this prospectus.

INCORPORATED DOCUMENTS

The Commission allows us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the Commission. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information in this prospectus.

The following documents filed with the Commission are incorporated
herein by reference:

1. Our Registration Statement on Form S-1 (Registration No.
333-118827) filed with the Commission on September 3, 2004, as amended
on each of October 22, 2004, November 22, 2004, November 24, 2004,
December 8, 2004 and December 10, 2004 (the "S-1 REGISTRATION
STATEMENT");

2. The description of the common stock set forth in our
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act on December 8, 2004, and any amendment or report filed for
the purpose of updating any such description;

3. Form 8-K filed with the Commission on December 20, 2004;

4. Form 8-K filed with the Commission on December 21, 2004;

5. Form 8-K filed with the Commission on January 4, 2005;

6. Form 8-K filed with the Commission on February 1, 2005;

7. Form 8-K filed with the Commission on February 3, 2005;

8. Form 8-K filed with the Commission on February 8, 2005;

9. Form 8-K filed with the Commission on February 15, 2005; and

10. Form 8-K filed with the Commission on February 23, 2005.

In addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

THE COMPANY

Except as the context otherwise requires, references in this prospectus
to "we," "our" or "us" are to Las Vegas Sands Corp. and its consolidated
subsidiaries.

OVERVIEW

We own and operate:

o the Venetian Casino Resort in Las Vegas, Nevada, which is a
facility consisting of 4,027 suites, a gaming facility of approximately
116,000 square feet and the Congress Center, a meeting and conference
facility;

o the Sands Expo and Convention Center in Las Vegas, Nevada, a
convention and trade show facility which we refer to as the Sands Expo
Center; and

o the Sands Macao Casino in Macau, China, which is a Las
Vegas-style casino offering approximately 328 table games and
approximately 670 slot machines or similar electronic gaming devices,
numerous restaurants, and luxurious VIP suites and gaming room
facilities.

We are also in the process of developing two additional casino resorts:

o the Palazzo Casino Resort in Las Vegas, Nevada, which will be
adjacent to and connected with the Venetian Casino Resort and consist
of an all-suites 50-floor luxury hotel tower with approximately 3,025
rooms, a gaming facility of approximately 105,000 square feet, an
enclosed shopping, dining and entertainment complex of approximately
400,000 square feet, which we refer to as the Phase II mall, and
additional meeting and conference space of approximately 450,000 square
feet; and

o the Macao Venetian Casino Resort in Macau, China, which is
expected to include approximately 3,000 suites (with 1,500 suites fully
completed at opening and another 1,500 suites to be completed at a
future date depending upon market conditions and demand), 546,000
square feet of gaming facilities, 1.0 million square feet of gross
retail space and 1.8 million square feet of meeting and convention
facilities.

Located within the Venetian Casino Resort are The Grand Canal Shoppes,
an approximately 440,000 square foot shopping, dining and entertainment space
that we sold to General Growth Properties, or GGP. We have also entered into
certain agreements to develop gaming properties in the United Kingdom and are
exploring other gaming entertainment opportunities in Asia, Europe and the
United States. We have also entered into an agreement with Bethworks Now, LLC
under which we will, subject to our obtaining a slot machine license, jointly
own and develop a property in Pennsylvania for use as a casino complex and,
potentially, a hotel with meeting rooms and retail, restaurant, movie theater,
office and other commercial uses.

We were incorporated in Nevada in August 2004. Our principal executive
office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.
Our telephone number at that address is (702) 414-1000. Our website address is
WWW.LASVEGASSANDS.COM. The information on our website is not part of this
prospectus.

RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CONSIDER
CAREFULLY THE FOLLOWING INFORMATION ABOUT THESE RISKS, TOGETHER WITH THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE BUYING SHARES OF OUR COMMON
STOCK. ANY OF THE RISK FACTORS WE DESCRIBE BELOW COULD ADVERSELY AFFECT OUR
BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS. THE MARKET PRICE OF OUR
COMMON STOCK COULD DECLINE IF ONE OR MORE OF THESE RISKS AND UNCERTAINTIES
DEVELOP INTO ACTUAL EVENTS. YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAY TO BUY
OUR COMMON STOCK. SOME OF THE STATEMENTS IN "RISK FACTORS" ARE FORWARD-LOOKING
STATEMENTS. FOR MORE INFORMATION ABOUT FORWARD-LOOKING STATEMENTS, PLEASE SEE
"SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS."

RISKS RELATED TO OUR BUSINESS

OUR BUSINESS IS PARTICULARLY SENSITIVE TO REDUCTIONS IN DISCRETIONARY CONSUMER
SPENDING AS A RESULT OF DOWNTURNS IN THE ECONOMY.

Consumer demand for hotel casino resorts, trade shows and conventions
and for the type of luxury amenities we offer is particularly sensitive to
downturns in the economy. Changes in consumer preferences or discretionary
consumer spending brought about by factors such as fears of war, future acts of
terrorism, general economic conditions, disposable consumer income, fears of
recession and changes in consumer confidence in the economy could reduce
customer demand for the luxury products and leisure services we offer, thus
imposing practical limits on pricing and harming our operations.

OUR BUSINESS IS SENSITIVE TO THE WILLINGNESS OF OUR CUSTOMERS TO TRAVEL. ACTS OF
TERRORISM AND DEVELOPMENTS IN THE CONFLICT IN IRAQ COULD CAUSE SEVERE
DISRUPTIONS IN AIR TRAVEL THAT REDUCE THE NUMBER OF VISITORS TO OUR FACILITIES,
RESULTING IN A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND CASH FLOWS.

We are dependent on the willingness of our customers to travel. A
substantial number of our customers for the Venetian Casino Resort use air
travel to come to Las Vegas. On September 11, 2001, acts of terrorism occurred
in New York City, Pennsylvania and Washington, D.C. As a result of these
terrorist acts, domestic and international travel was severely disrupted, which
resulted in temporarily decreased customer visitation to Las Vegas, including to
the Venetian Casino Resort and the Sands Expo Center. In addition, developments
in the conflict in Iraq could have a similar effect on domestic and
international travel. Most of our customers travel to reach either the Venetian
Casino Resort or the Sands Macao. Only a small amount of our business is
generated by local residents. Management cannot predict the extent to which
disruptions in air travel as a result of any further terrorist act, outbreak of
hostilities or escalation of war would adversely affect our financial condition,
results of operations or cash flows.

AN OUTBREAK OF SEVERE ACUTE RESPIRATORY SYNDROME OR OTHER HIGHLY INFECTIOUS
DISEASE COULD ADVERSELY AFFECT THE NUMBER OF VISITORS TO OUR FACILITIES AND
DISRUPT OUR OPERATIONS, RESULTING IN A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS.

In 2003, Taiwan, China, Hong Kong, Singapore and certain other regions
experienced an outbreak of a new and highly contagious form of atypical
pneumonia now known as severe acute respiratory syndrome. As a result of the
outbreak, there was a decrease in travel to and from, and economic activity in,
affected regions, including Macau. If an outbreak recurs or if an outbreak of
another highly infectious disease occurs, it may adversely affect the number of
visitors to the Sands Macao, the Venetian Casino Resort or the Sands Expo Center
and our business and prospects. Furthermore, an outbreak might disrupt our
ability to adequately staff our business and could generally disrupt our
operations. If any of our customers or employees is suspected of having
contracted severe acute respiratory syndrome or such other disease, we may be
required to quarantine such customers or employees or the affected areas of our
facilities and temporarily suspend part or all of our operations at affected
facilities. Any new outbreak of severe acute respiratory syndrome or other
infectious diseases could have a material adverse effect on our financial
condition, results of operations and cash flows.

THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH OUR PLANNED CONSTRUCTION PROJECTS,
WHICH COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS OR
CASH FLOWS FROM THESE PLANNED FACILITIES.

Our ongoing and future construction projects, such as the Palazzo
Casino Resort and the Macao Venetian Casino Resort, entail significant risks.
Construction activity requires us to obtain qualified contractors and
subcontractors, the availability of which may be uncertain. Construction
projects are subject to cost overruns and delays caused by events not within our
control or, in certain cases, our contractors' control, such as shortages of
materials or skilled labor, unforeseen engineering, environmental and /or
geological problems, work stoppages, weather interference, unanticipated cost
increases and unavailability of construction materials or equipment.
Construction, equipment or staffing problems or difficulties in obtaining any of
the requisite materials, licenses, permits, allocations and authorizations from
governmental or regulatory authorities could increase the total cost, delay,
jeopardize or prevent the construction or opening of such projects or otherwise
affect the design and features of the Palazzo Casino Resort and the Macao
Venetian Casino Resort or other projects.

We have not entered into a fixed-price or guaranteed maximum price
contract with a construction manager or general contractor for the construction
of the Palazzo Casino Resort and do not expect to do so for the Macao Venetian
Casino Resort. As a result, we will rely heavily on our in-house development and
construction team to manage construction costs and coordinate the work of the
various trade contractors. The lack of any fixed-price contract with a
construction manager or general contractor will put more of the risk of
cost-overruns on us. If we are unable to manage costs or we are unable to raise
additional capital required to complete the Palazzo Casino Resort or the Macao
Venetian Casino Resort, we may not be able to open or complete these projects,
which may have an adverse impact on our business and prospects for growth.

The anticipated costs and completion date for the Palazzo Casino Resort
are based on a budget, design, development and construction documents and
schedule estimates that we have prepared with the assistance of architects and
are subject to change as the design, development and construction documents are
finalized and more actual construction work is performed. The completion date
for the Macao Venetian Casino Resort is management's current estimate based on
the development work done to date. A failure to complete the Palazzo Casino
Resort or the Macao Venetian Casino Resort on budget or on schedule may
adversely affect our financial condition, results of operations or cash flows.
Also see "--Risks Associated with Our International Operations--We are required
to make substantial additional investments in Macau and build and open the Macao
Venetian Casino Resort by June 2006 and a convention center by December 2006. If
we do not do so, we may lose our right to continue to operate the Sands Macao or
any other facilities developed under the subconcession."

We currently have no financing commitments for the Macao Venetian
Casino Resort. In addition, the debt agreements into which Las Vegas Sands,
Inc., our operating subsidiary, and its subsidiaries have entered to fund the
construction of the Palazzo Casino Resort contain significant conditions that
must be satisfied in order for Las Vegas Sands, Inc. and its subsidiaries to be
able to use the proceeds available under these facilities, including:

o using the remaining proceeds from the sale of The Grand Canal
Shoppes and cash on hand in an aggregate amount of $552.0 million for
construction costs before any borrowings under Las Vegas Sands, Inc.'s
$1.620 billion amended and restated senior secured credit facility are
used for construction costs, and a cash equity investment of
approximately $25.0 million before any borrowings under a $250.0
million construction loan entered into to finance the construction of
the Phase II mall are used;

o having sufficient funds available so that construction costs
of the Palazzo Casino Resort are "in balance" for purposes of the debt
instruments;

o obtaining various consents and other agreements from third
parties, including trade contractors; and

o other customary conditions.

The failure to obtain the necessary financing, or satisfy these funding
conditions, could adversely affect our ability to construct the Palazzo Casino
Resort or the Macao Venetian Casino Resort.

BECAUSE WE ARE CURRENTLY DEPENDENT UPON THREE PROPERTIES IN TWO MARKETS FOR ALL
OF OUR CASH FLOW, WE WILL BE SUBJECT TO GREATER RISKS THAN A GAMING COMPANY WITH
MORE OPERATING PROPERTIES OR THAT OPERATES IN MORE MARKETS.

We currently do not have material assets or operations other than the
Venetian Casino Resort, the Sands Expo Center and the Sands Macao. As a result,
we will be entirely dependent upon these properties for all of our cash flow
until we develop other properties.

Given that our operations are currently conducted at one property
location in Las Vegas and one property location in Macau and that a large
portion of our planned future development is in Las Vegas and Macau, we will be
subject to greater degrees of risk than a gaming company with more operating
properties in more markets. The risks to which we will have a greater degree of
exposure include the following: o local economic and competitive conditions;

o inaccessibility due to inclement weather, road construction or
closure of primary access routes;

o decline in air passenger traffic due to higher ticket costs or
fears concerning air travel;

o changes in local and state governmental laws and regulations,
including gaming laws and regulations;

o natural and other disasters, including the risk of typhoons in
the South China region or outbreaks of infectious diseases;

o an increase in the cost of electrical power for the Venetian
Casino Resort/Sands Expo Center complex as a result of, among other
things, power shortages in California or other western states with
which Nevada shares a single regional power grid;

o a decline in the number of visitors to Las Vegas or Macau; and

o a decrease in gaming and non-gaming activities at the Venetian
Casino Resort and the Sands Macao.

OUR SUBSTANTIAL DEBT COULD IMPAIR OUR FINANCIAL CONDITION.

We are highly leveraged and have substantial debt service obligations.
As of September 30, 2004, on a pro forma basis after giving effect to the
refinancing transactions we consummated on February 22, 2005 and assuming all
term borrowings under Las Vegas Sands, Inc.'s amended and restated senior
secured credit facility and the $250.0 million Phase II mall construction loan
had been fully drawn, we would have had approximately $1.953 billion of
indebtedness outstanding. We would have also had $390.0 million of available
borrowings under the $450.0 million revolving credit facility of Las Vegas
Sands, Inc.'s amended and restated senior secured credit facility. We expect our
Macau subsidiaries will incur additional substantial indebtedness to construct
various projects in Macau, including the Macao Venetian Casino Resort.

This substantial indebtedness could have important consequences to us.
For example, it could:

o make it more difficult for us to satisfy our debt obligations;

o increase our vulnerability to general adverse economic and
industry conditions;

o impair our ability to obtain additional financing in the
future for working capital needs, capital expenditures, development
projects, acquisitions or general corporate purposes;

o require us to dedicate a significant portion of our cash flow
from operations to the payment of principal and interest on our debt,
which would reduce the funds available for our operations;

o limit our flexibility in planning for, or reacting to, changes
in the business and the industry in which we operate;

o place us at a competitive disadvantage compared to our
competitors that have less debt; and

o subject us to higher interest expense in the event of
increases in interest rates to the extent a portion of our debt is and
will continue to be at variable rates of interest.

THE TERMS OF OUR DEBT INSTRUMENTS MAY RESTRICT OUR CURRENT AND FUTURE
OPERATIONS, PARTICULARLY OUR ABILITY TO FINANCE ADDITIONAL GROWTH, RESPOND TO
CHANGES OR TAKE SOME ACTIONS.

Our current debt instruments, including Las Vegas Sands, Inc.'s amended
and restated senior secured credit facility, contain, and any future debt
instruments likely would contain, a number of restrictive covenants that impose
significant operating and financial restrictions on us or our subsidiaries. Our
current debt instruments, including Las Vegas Sands, Inc.'s amended and restated
senior secured credit facility, include covenants restricting, among other
things, Las Vegas Sands, Inc.'s ability to:

o incur additional debt, including guarantees or credit support,
beyond the current outstanding indebtedness of Las Vegas Sands, Inc.
and the indebtedness of Las Vegas Sands, Inc. expected to be incurred
in connection with the construction of the Palazzo Casino Resort;

o incur liens securing indebtedness beyond the current
outstanding indebtedness of Las Vegas Sands, Inc. and the indebtedness
of Las Vegas Sands, Inc. expected to be incurred in connection with the
construction of the Palazzo Casino Resort;

o dispose of assets;

o make certain acquisitions;

o pay dividends or make distributions and make other restricted
payments, such as purchasing equity interests, repurchasing junior
indebtedness or making investments in third parties;

o enter into sale and leaseback transactions;

o engage in any new businesses;

o issue preferred stock; and

o enter into transactions with our stockholders and our
affiliates.

Las Vegas Sands, Inc.'s amended and restated senior secured credit
facility also includes financial covenants, including requirements that Las
Vegas Sands, Inc. satisfy:

o a minimum consolidated net worth test;

o a maximum consolidated capital expenditure test;

o a minimum consolidated interest coverage ratio; and

o a maximum consolidated leverage ratio.

In addition, our other debt and future debt or other contracts could
contain financial or other covenants more restrictive than those applicable to
the above instruments.

OUR INSURANCE COVERAGE MAY NOT BE ADEQUATE TO COVER ALL POSSIBLE LOSSES THAT THE
VENETIAN CASINO RESORT, THE SANDS EXPO CENTER OR THE SANDS MACAO COULD SUFFER.
IN ADDITION, OUR INSURANCE COSTS MAY INCREASE AND WE MAY NOT BE ABLE TO OBTAIN
THE SAME INSURANCE COVERAGE IN THE FUTURE.

We currently own and operate the Venetian Casino Resort and the Sands
Expo Center in Las Vegas, Nevada, and the Sands Macao in Macau, China. Although
we have all-risk property insurance for each such property covering damage
caused by a casualty loss (such as fire and natural disasters), each such policy
has certain exclusions. In addition, our property insurance coverage for the
Venetian Casino Resort and the Sands Expo Center is in an amount that is
significantly less than the expected replacement cost of rebuilding the complex
if there was a total loss. Our level of insurance coverage for the Venetian
Casino Resort and the Sands Expo Center may not be adequate to cover all losses
in the event of a major casualty. In addition, certain casualty events, such as
labor strikes, nuclear events, acts of war, loss of income due to cancellation
of room reservations or conventions due to fear of terrorism, deterioration or
corrosion, insect or animal damage and pollution, might not be covered at all
under our policies. Therefore, certain acts could expose us to heavy, uninsured
losses.

In addition, although we currently have certain insurance coverage for
occurrences of terrorist acts with respect to the Venetian Casino Resort, the
Sands Expo Center and the Sands Macao and certain losses that could result from
these acts, our terrorism coverage is subject to the same risks and deficiencies
as those described above for our all risk property coverage. The lack of
sufficient insurance for these types of acts could expose us to heavy losses in
the event that any damages occur, directly or indirectly, as a result of
terrorist attacks, which could have a significant negative impact on our
operations.

In addition to the damage caused to our property by a casualty loss
(such as fire, natural disasters, acts of war or terrorism), we may suffer
disruption of our business as a result of these events or be subject to claims
by third parties injured or harmed. While we carry business interruption
insurance and general liability insurance, such insurance may not be adequate to
cover all losses in such event.

We renew our insurance policies on an annual basis. The cost of
coverage may become so high that we may need to further reduce our policy limits
or agree to certain exclusions from our coverage. Among other factors, it is
possible that the situation in Iraq, homeland security concerns, other
catastrophic events or any change in the current U.S. statutory requirement that
insurance carriers offer coverage for certain acts of terrorism could materially
adversely affect available insurance coverage and result in increased premiums
on available coverage (which may cause us to elect to reduce our policy limits)
and additional exclusions from coverage. Among other potential future adverse
changes, in the future we may elect to not, or may not be able to, obtain any
coverage for losses due to acts of terrorism.

Our debt instruments and other material agreements require us to
maintain a certain minimum level of insurance. Failure to satisfy these
requirements could result in an event of default under our debt instruments.
Also see "--Risks Associated with Our International Operations--The Macau
government can terminate our subconcession under certain circumstances without
compensation to us, which could have a material adverse effect on our operations
and financial condition."

WE DEPEND ON THE CONTINUED SERVICES OF KEY MANAGERS AND EMPLOYEES. IF WE DO NOT
RETAIN OUR KEY PERSONNEL OR ATTRACT AND RETAIN OTHER HIGHLY SKILLED EMPLOYEES,
OUR BUSINESS WILL SUFFER.

Our ability to maintain our competitive position is dependent to a
large degree on the services of our senior management team, including Mr.
Adelson. Each of Mr. Adelson, William Weidner, Bradley Stone, Robert Goldstein
and Scott Henry have entered into employment agreements. However, we cannot
assure you that any of these individuals will remain with us. We currently do
not have a life insurance policy on any of the members of the senior management
team. The death or loss of the services of any of our senior managers or the
inability to attract and retain additional senior management personnel could
have a material adverse effect on our business.

WE ARE CONTROLLED BY A PRINCIPAL STOCKHOLDER WHOSE INTEREST IN OUR BUSINESS MAY
BE DIFFERENT THAN YOURS.

Mr. Adelson and trusts for the benefit of Mr. Adelson and his family
members beneficially own approximately 86.8% of our outstanding common stock.
Accordingly, Mr. Adelson exercises significant influence over our business
policies and affairs, including the composition of our board of directors and
any action requiring the approval of our stockholders, including the adoption of
amendments to our articles of incorporation and the approval of a merger or sale
of substantially all of our assets. The concentration of ownership may also
delay, defer or even prevent a change in control of our company and may make
some transactions more difficult or impossible without the support of Mr.
Adelson. Because Mr. Adelson owns more than 50% of the voting power of our
company, we are considered a controlled company in connection with the New York
Stock Exchange listing standards. As such, the New York Stock Exchange corporate
governance requirements that our board of directors and our compensation
committee be independent do not apply to us. As a result, the ability of our
independent directors to influence our business policies and affairs may be
reduced. The interests of Mr. Adelson may conflict with your interests.

WE ARE A PARENT COMPANY AND OUR ONLY MATERIAL SOURCE OF CASH IS AND WILL BE
DISTRIBUTIONS FROM OUR SUBSIDIARIES.

We are a parent company with limited business operations of our own.
Our only significant asset is the capital stock of our subsidiaries. We conduct
most of our business operations through our direct and indirect subsidiaries.
Accordingly, our only material sources of cash are dividends and distributions
with respect to our ownership interests in our subsidiaries that are derived
from the earnings and cash flow generated by our operating properties. Our
subsidiaries might not generate sufficient earnings and cash flow to pay
dividends or distributions in the future. In addition, our subsidiaries' debt
instruments and other agreements limit or prohibit certain payment of dividends
or other distributions to us.

WE ARE CURRENTLY IN THE DEVELOPMENT STAGE OF SEVERAL PROJECTS THAT ARE SUBJECT
TO A VARIETY OF CONTINGENCIES THAT MAY ULTIMATELY PREVENT THE REALIZATION OF
SUCH PLANS.

We have several new projects in development, including building and
operating the Macao Venetian Casino Resort and a collection of Las Vegas-style
casino and showroom facilities under leases with third parties along the Cotai
Strip, exploring opportunities for casino gaming operations into certain other
domestic and foreign jurisdictions, including the United Kingdom, Singapore,
Japan and Thailand and certain other foreign jurisdictions, developing an
Internet gaming site and participating in a joint venture to develop a gaming
and retail complex in Bethlehem, Pennsylvania. In a number of jurisdictions,
such as the United Kingdom, Singapore and Japan, current laws do not permit
casino gaming of the type we propose to develop. These projects are subject to a
number of contingencies, including, but not limited to, adverse developments in
applicable legislation, our inability to reach satisfactory, final agreements
with necessary third parties or meet the conditions provided for thereunder, and
our inability to raise sufficient financing to fund such projects. In addition,
luxury casino resort projects require substantial amounts of capital. As a
result, our various plans for the development of our operations may not
ultimately be realized as currently planned, or at all. Even if we are
successful in launching any of these ventures, we cannot assure you that any of
these projects would be successful, or that their operations would not have a
material adverse effect on our financial position, results of operations or cash
flows.

RISKS ASSOCIATED WITH OUR LAS VEGAS OPERATIONS

WE FACE SIGNIFICANT COMPETITION IN LAS VEGAS WHICH COULD MATERIALLY ADVERSELY
AFFECT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS OR CASH FLOWS. SOME OF OUR
COMPETITORS HAVE SUBSTANTIALLY GREATER RESOURCES AND ACCESS TO CAPITAL THAN WE
HAVE. IN ADDITION, ANY SIGNIFICANT DOWNTURN IN THE TRADE SHOW AND CONVENTION
BUSINESS WOULD SIGNIFICANTLY AND ADVERSELY AFFECT OUR MID-WEEK OCCUPANCY RATES
AND BUSINESS.

The hotel, resort and casino business in Las Vegas is highly
competitive. The Venetian Casino Resort competes with a large number of major
hotel-casinos and a number of smaller casinos located on and near Las Vegas
Boulevard, or the Strip, and in and near Las Vegas. Competitors of the Venetian
Casino Resort include major resorts on the Strip, such as the Wynn Las Vegas
Resort, which is currently under construction, the Bellagio, the Mandalay Bay
Resort & Casino and Paris Las Vegas. Management expects increased competition
from the 2,700-room Wynn Las Vegas Resort, one block north of the Venetian
Casino Resort once it opens. Wynn Resorts Ltd. has recently announced plans to
add a second hotel tower at Wynn Las Vegas which is expected to include 1,500
suites and additional casino, retail and convention space. The new project is
tentatively called Encore at Wynn Las Vegas and is expected to open in 2007.
Caesars expects its approximately 1,000 hotel room addition which was announced
in 2003, to be completed in the second half of 2005. In December 2004, the new
928-room Bellagio spa tower opened. In addition, a renovation and rebranding of
the approximately 2,600-room Aladdin has been announced. The Aladdin opened in
August 2000 and later filed for bankruptcy. We also compete, to some extent,
with other hotel-casino facilities in Nevada and in Atlantic City, as well as
hotel-casinos and other resort facilities and vacation destinations elsewhere in
the United States and around the world. Many of our competitors are subsidiaries
or divisions of large public companies and may have greater financial and other
resources than we have. In particular, the proposed acquisition of Mandalay
Resort Group, the operator of the Mandalay Bay Resort & Casino, by MGM Mirage,
the operator of the MGM Grand Hotel and Casino, the Mirage and Treasure Island
Hotel and Casino which is expected to be completed in the first quarter of 2005,
and the proposed acquisition of Caesar's Entertainment Inc. by Harrah's
Entertainment are expected to result in the creation of the world's two largest
gaming companies. Additionally, MGM Mirage has recently announced plans to
develop and build a multi-billion dollar urban complex consisting of hotels and
condominium towers, currently known as Project CityCenter. The first phase of
Project CityCenter, which will include a hotel and casino complex, three
"boutique" hotels and retail, dining and entertainment venues, is expected to
open in 2010.

According to the Las Vegas Convention and Visitors Authority, there
were approximately 130,482 hotel and motel rooms in Las Vegas as of December 31,
2003. Various competitors on the Strip have announced several expansions and
renovations of existing facilities. If demand for hotel rooms does not keep up
with the increase in the number of hotel rooms, competitive pressures may cause
reductions in average room rates. In addition, several of our competitors have
announced or completed the construction of all-suites products, including an
approximately 1,100 room all-suites tower at the Mandalay Bay Resort & Casino
which was completed in December 2003.

We also compete with legalized gaming from casinos located on Native
American tribal lands. Native American tribes in California are permitted to
operate casinos with video gaming machines, black jack and house-banked card
games. The governor of California has entered into compacts with numerous tribes
in California and has recently announced the execution of a number of new
compacts with no limits on the number of gaming machines, which was limited
under the prior compacts. The federal government has approved numerous compacts
in California and casino-style gaming is now legal on those tribal lands. While
the competitive impact on our operations in Las Vegas from the continued growth
of Native American gaming establishments in California remains uncertain, the
proliferation of gaming in California and other areas located near the Venetian
Casino Resort could have an adverse effect on our results of operations.

In addition, certain states have legalized, and others may legalize,
casino gaming in specific areas, including metropolitan areas from which we
traditionally attract customers, such as New York, Los Angeles, San Francisco
and Boston. In October 2001, the New York legislature approved a bill for
expanded casino gaming on Native American reservations and video lottery
terminals at certain race tracks. In 2003 and 2004, Maine and Pennsylvania,
respectively, approved legislation legalizing slot machines or similar
electronic gaming devices at certain locations, although such legislation has
not been implemented yet. A number of states have permitted or are considering
permitting gaming at "racinos," on Native American reservations and through
expansion of state lotteries. The current global trend toward liberalization of
gaming restrictions and resulting proliferation of gaming venues could result in
a decrease in the number of visitors to our Las Vegas facilities by attracting
customers close to home and away from Las Vegas, which could adversely affect
our financial condition, results of operations or cash flows.

As a result of the large number of trade shows and conventions held in
Las Vegas, the Sands Expo Center and the Congress Center provide recurring
demand for mid-week room nights for business travelers who attend these events.
The attendance level at the trade shows and conventions that we host contribute
to our higher-than-average mid-week occupancy rates. The Sands Expo Center and
Congress Center presently compete with other large convention centers, including
convention centers in other cities. Competition will be increasing for the
Congress Center and the Sands Expo Center as a result of certain planned
additional convention and meeting facilities as well as the enhancement or
expansion of existing convention and meeting facilities in Las Vegas. With the
expansion of their facilities, the Las Vegas Convention Center, an approximately
3.2 million square foot convention and exhibition space facility, and the
Mandalay Bay Convention Center, an approximately 1.8 million square foot
convention center opened in 2003, will continue to be major competitors of the
Sands Expo Center and will be able to solely host many large trade shows which
had previously split space between the Las Vegas Convention Center and the Sands
Expo Center. The Las Vegas Convention Center has also announced a major upgrade
of its facilities. Because large convention and trade shows are often booked
more than one year in advance, the competition from new or expanded facilities
may not yet be fully realized. Moreover, management anticipates increased
competition from the MGM Grand Hotel and Casino and the Mirage, which have
significant conference and meeting facilities. Also, cities such as Boston,
Orlando and Pittsburgh are in the process of developing, or have announced plans
to develop, convention centers and other meeting, trade and exhibition
facilities that may materially adversely affect us. To the extent that these
competitors are able to capture a substantially larger portion of the trade show
and convention business, there could be a material adverse impact on our
financial position, results of operations or cash flows.

THE LOSS OF OUR GAMING LICENSE OR OUR FAILURE TO COMPLY WITH THE EXTENSIVE
REGULATIONS THAT GOVERN OUR OPERATIONS COULD HAVE AN ADVERSE EFFECT ON OUR
FINANCIAL CONDITION, RESULTS OF OPERATIONS OR CASH FLOWS.

Our gaming operations and the ownership of our securities are subject
to extensive regulation by the Nevada Gaming Commission, the Nevada State Gaming
Control Board and the Clark County Liquor and Gaming Licensing Board. These
gaming authorities have broad authority with respect to licensing and
registration of our business entities and individuals investing in or otherwise
involved with us.

Although we currently are registered with, and Las Vegas Sands, Inc.
currently holds gaming licenses issued by, the Nevada gaming authorities, these
authorities may, among other things, revoke the gaming license of any corporate
entity or the registration of a registered corporation or any entity registered
as a holding company of a corporate licensee for violations of gaming
regulations.

In addition, the Nevada gaming authorities may, under certain
conditions, revoke the license or finding of suitability of any officer,
director, controlling person, stockholder, noteholder or key employee of a
licensed or registered entity. If our gaming licenses were revoked for any
reason, the Nevada gaming authorities could require the closing of the casino,
which would have a material adverse effect on our business. In addition,
compliance costs associated with gaming laws, regulations or licenses are
significant. Any change in the laws, regulations or licenses applicable to our
business or gaming licenses could require us to make substantial expenditures or
could otherwise have a material adverse effect on our operations.

The Nevada State Gaming Control Board investigates or reviews the
records of gaming companies for compliance with gaming regulations as part of
its regular oversight functions. Las Vegas Sands, Inc. has been investigated for
thirteen violations, which resulted in a penalty of $663,000 and regulatory
investigation costs of $337,000 being assessed by and paid to the Nevada gaming
authorities during March 2004. The violations included a drawing for prizes in
Chinese New Year celebrations where an executive pre-selected the grand prize
winners, a few instances of non-compliance with procedures governing promotional
disbursements before June 2001, two instances of improper handling of imported
wine, a few instances of non-compliance with procedures governing voiding of
credit instruments during the period shortly after the opening of the Venetian
Casino Resort, inadequate training and reporting of a cash payment at a branch
office, a prohibited sports wager by an employee and the failure to prevent a
credit scheme including nine patrons, which resulted in unpaid credit
obligations.

CERTAIN BENEFICIAL OWNERS OF OUR VOTING SECURITIES MAY BE REQUIRED TO FILE AN
APPLICATION WITH AND BE INVESTIGATED BY THE NEVADA GAMING AUTHORITIES, AND THE
NEVADA GAMING COMMISSION MAY RESTRICT THE ABILITY OF A BENEFICIAL OWNER TO
RECEIVE ANY BENEFIT FROM OUR VOTING SECURITIES AND MAY REQUIRE THE DISPOSITION
OF SHARES OF OUR VOTING SECURITIES, IF A BENEFICIAL OWNER IS FOUND TO BE
UNSUITABLE.

Any person who acquires beneficial ownership of more than 10% of our
voting securities will be required mandatorily to apply to the Nevada Gaming
Commission for a finding of suitability within 30 days after the Chairman of the
Nevada State Gaming Control Board mails a written notice requiring such filing.
Under certain circumstances, an "institutional investor" as defined under the
regulations of the Nevada Gaming Commission, which acquires beneficial ownership
of more than 10% but not more than 15% of our voting securities, may apply to
the Nevada Gaming Commission for a waiver of such finding of suitability
requirement if such institutional investor holds our voting securities only for
investment purposes. In addition, any beneficial owner of our voting securities,
regardless of the number of shares beneficially owned, may be required at the
discretion of the Nevada Gaming Commission to file an application for a finding
of suitability as such. In either case, a finding of suitability is comparable
to licensing and the applicant must pay all costs of investigation incurred by
such Nevada gaming authorities in conducting such investigation.

Any person who fails or refuses to apply for a finding of suitability
as a beneficial owner of our voting securities within 30 days after being
ordered to do so by the Nevada gaming authorities may be found to be unsuitable.
Any person found to be unsuitable by the Nevada Gaming Commission to be a
beneficial owner of our voting securities and who continues to hold, directly or
indirectly, beneficial ownership of our voting securities beyond such period of
time as may be prescribed by the Nevada Gaming Commission may be guilty of a
criminal offense. We will be subject to disciplinary action if, after we receive
notice that a person is unsuitable to be a beneficial owner of our voting
securities or to have any other relationship with us, we:

o pay that person any dividend or interest upon our voting
securities;

o allow that person to exercise, directly or indirectly, any
voting right conferred through our voting securities held by that
person;

o pay that person any remuneration in any form for services
rendered or otherwise; or

o fail to pursue all lawful efforts to require that person to
relinquish our voting securities for cash at fair market value.

WE ARE INVOLVED IN A LAWSUIT WITH THE CONSTRUCTION MANAGER REGARDING THE
ORIGINAL CONSTRUCTION OF THE VENETIAN CASINO RESORT, WHICH COULD HAVE AN ADVERSE
IMPACT ON OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS OR CASH FLOWS.

The original construction of the principal components of the Venetian
Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. as construction
manager under a construction management agreement. The construction management
agreement established a guaranteed maximum price of $645.0 million, subject to
various exceptions, and a required substantial completion date for the Venetian
Casino Resort of April 21, 1999. In July 1999, we filed a lawsuit in federal
court against the construction manager for the Venetian Casino Resort, the
guarantor of the construction manager's obligations and various other parties
for breach of contract and breach of guaranty, including failure to pay trade
contractors and vendors and failure to meet the April 21, 1999 substantial
completion date for the Venetian Casino Resort. We sought total damages in
excess of $100.0 million. In response, the construction manager filed a
complaint against us in state court alleging, among other things, breach of
contract, a claim for the value of the services performed and fraud on the
construction manager in connection with the construction of the Venetian Casino
Resort. The construction manager sought compensatory damages, attorneys' fees,
costs and punitive damages and claimed that it is owed approximately $90.0
million from us. Commencing in March 2000, we and the construction manager
engaged in arbitration proceedings ordered by the federal court to determine the
cost and schedule impact of any changes in the scope of services of the
construction manager under the construction management contract.

In connection with these disputes, the construction manager and its
subcontractors filed mechanics liens against the Venetian Casino Resort for
approximately $145.6 million and $182.2 million, respectively. We then purchased
surety bonds for all of the claims underlying these liens, other than
approximately $15.0 million of claims with respect to which the construction
manager purchased bonds. As a result, there can be no foreclosure of the
Venetian Casino Resort in connection with the claims of the construction manager
and its subcontractors. However, we will be required to pay or immediately
reimburse the bonding company if, and to the extent that, the underlying claims
are judicially determined to be valid.

On June 3, 2003, an approximate nine-month trial was concluded in the
state court action when a jury returned a verdict, which awarded the
construction manager approximately $44.0 million in additional costs under the
construction management contract and awarded us approximately $2.0 million in
damages for defective and incomplete work performed by the construction manager.
The verdict also returned a defense verdict in our favor on the construction
manager's fraud claim, and denied the construction manager's claim for punitive
damages. The verdict did not address pre-judgment interest and reimbursement of
attorneys' costs, that are being sought from the state court by both parties.
Notwithstanding the entry of judgment in the state court action, we have
continued to pursue certain claims in the arbitration proceedings. Based on the
recent judgment in the state court action and the remaining open items in the
arbitration proceedings, we

estimate that our range of loss in this matter is from zero (or a gain if all
remaining matters are determined in our favor and considering the existing
accrual of approximately $7.2 million for unpaid construction costs) to
approximately $70.0 million (see below) if we were to lose all remaining
arbitration matters and related pending actions and appeals that counsel has
advised are possible of loss, and that are not already included in the state
court action. Such range of loss is before attorney costs and interest, which
have not yet been considered by the state court. The construction manager has
asked the state court to award $19.0 million in prejudgment interest, $11.0
million in costs and $10.0 million in attorneys' fees. We are disputing these
amounts as to both entitlement and amount. Substantially all of our attorneys'
fees and costs related to the defense and prosecution of claims arising out of
the construction management agreement incurred since June 28, 2000 are being
paid by an insurance company under a special insurance policy obtained to
mitigate our losses. We incurred approximately $2.2 million in attorneys' fees
related to the construction litigation prior to June 28, 2000 that are not
covered by insurance.

The range of loss is possibly as high as $70.0 million (the original
verdict of $42.0 million plus $28.0 million, representing all remaining
indemnity claims and arbitration matters), plus attorneys' fees, any uncovered
claims under the insurance policy described below and interest. While the state
court's orders denying our post trial motions could be viewed as increasing the
possibility that we will be exposed to loss in this litigation, there are
appellate issues that we intend to pursue and ongoing arbitration proceedings
that we believe will impact the amount of loss and /or any award to which we may
be entitled.

There are two ways the state court judgment may change before it can be
executed on by the construction manager. First, most of our credit claims under
the contract were ordered to arbitration. We have already obtained interim
credit awards of $3.0 million in arbitration related to work that was required
by the contract and never completed by the construction manager. In addition, we
have claims of over $25.0 million which will be submitted to arbitration within
the next 12 months. The largest of these credit claims, in the amount of over
$12.0 million, relates to payments due from the construction manager for
workers' compensation and general liability insurance provided to the
construction manager and trade contractors by us under the owner controlled
insurance program. The other credit claims principally relate to defective and
incomplete work which was completed by us after the construction manager stopped
performing on the project. If we are successful in proving our remaining credit
claims, the arbitration credit awards, in total, could offset up to $28.0
million of the verdict.

It is likely that certain elements of the verdict will be preempted
because they are duplicative of items ordered to arbitration by federal court
before the state court jury trial began. For example, the jury verdict includes
an award of over $8.0 million for trade contractor overtime incurred by the
construction manager. The arbitrator has found that the construction manager is
entitled to an award of zero dollars for these exact same overtime claims. It is
our position that the arbitration awards should be substituted for the portions
of the verdict which overlap. In a March 30, 2004 hearing, the state court judge
acknowledged that the verdict and the judgment on the verdict will need to be
adjusted after the completion of the arbitrations.

Because of the possibility of offsetting credits that may be awarded in
arbitration and the elimination of duplicative claims through the substitution
of arbitration awards for the verdict, no single amount within the range of any
loss can be reasonably determined as an estimated loss. If there is a loss, such
loss could be material to our results of operations in the period that the
estimate is recorded. We have purchased a special insurance policy to mitigate
our losses above $45.0 million from this litigation.

THE CONSTRUCTION AND OPERATION OF THE PALAZZO CASINO RESORT COULD HAVE AN
ADVERSE EFFECT ON THE VENETIAN CASINO RESORT.

We have commenced construction on the Palazzo Casino Resort, which will
consist of a hotel, casino, restaurant, dining and entertainment complex, and
meeting and conference center space on an approximately 15-acre site adjacent to
the Venetian Casino Resort. Although we intend to construct the Palazzo Casino
Resort with minimal impact on the Venetian Casino Resort, we cannot guarantee
that the construction will not disrupt the operations of the Venetian Casino
Resort or that it will be implemented as planned. Therefore, the construction of
the Palazzo Casino Resort may adversely impact the businesses, operations and
revenues of the Venetian Casino Resort. We also cannot assure you that the
Palazzo Casino Resort will be as financially successful as the Venetian Casino
Resort. If demand for the additional hotel rooms at the Palazzo Casino Resort is
not strong, the lack of demand may adversely affect the occupancy rates and room
rates realized by us. In addition, because the business concept for the Palazzo
Casino Resort is very similar to that of the Venetian Casino Resort, there may
not be enough demand to fill the combined hotel room capacity of the Palazzo
Casino Resort and the Venetian Casino Resort.

OUR FAILURE TO SUBSTANTIALLY COMPLETE CONSTRUCTION OF THE PHASE II MALL BY AN
AGREED-UPON DEADLINE WILL RESULT IN OUR HAVING TO PAY SUBSTANTIAL LIQUIDATED
DAMAGES AND CAUSE AN EVENT OF DEFAULT UNDER OUR DEBT INSTRUMENTS.

Under our agreement with GGP, we have agreed to substantially complete
construction of the Phase II mall before the earlier of 36 months after the date
on which sufficient permits are received to begin construction of the Phase II
mall and March 1, 2008. These dates may be extended due to force majeure or
certain other delays. In the event that we do not substantially complete
construction of the Phase II mall on or before the earlier of these two dates
(as such dates may be extended as described in the preceding sentence), we must
pay liquidated damages of $5,000 per day, for up to six months, until
substantial completion (increasing to $10,000, for up to the next six months,
per day if substantial completion does not occur by the end of six months after
the completion deadline). If substantial completion has not occurred on or
before one year after the deadline, we will be required to pay total liquidated
damages in the amount of $100.0 million. In addition, failure to substantially
complete construction of the Phase II mall before the agreed-upon deadline would
constitute an event of default under Las Vegas Sands, Inc.'s amended and
restated senior secured credit facility and related disbursement agreement.

IF WE ARE UNABLE TO MAINTAIN AN ACCEPTABLE WORKING RELATIONSHIP WITH GGP AND/OR
IF GGP BREACHES ANY OF ITS MATERIAL AGREEMENTS WITH US, THERE COULD BE A
MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND FINANCIAL CONDITION.

We have entered into agreements with GGP under which, among other
things:

o GGP has agreed to purchase the Phase II mall from us;

o GGP has agreed to operate The Grand Canal Shoppes subject to
and in accordance with the cooperation agreement;

o leases for the Phase II mall, a joint opening date of the
Phase II mall and the Palazzo Casino Resort and certain aspects of the
design of the Phase II mall must be jointly approved by us and GGP; and

o we lease from GGP certain office space and space located
within The Grand Canal Shoppes in which we operate the C2K Showroom,
the canal and the gondola retail store.

Each of the above-described agreements with GGP could be adversely
affected, in ways that could have a material adverse effect on our operations
and financial condition, if we do not maintain an acceptable working
relationship with GGP. For example:

o if we are unable to agree with GGP on leases for the Phase II
mall, the purchase price we will ultimately be paid for the Phase II
mall could be substantially reduced, and there would, at least for a
certain period of time, be an empty or partially empty mall within the
Palazzo Casino Resort;

o the success of the opening of the Palazzo Casino Resort may be
adversely affected if there is not an agreed-upon joint opening date
for the Palazzo Casino Resort and the Phase II mall;

o completion of the construction of the Phase II mall would be
delayed during any period of time that we are not in agreement with GGP
as to certain design elements of the Phase II mall; and

o the cooperation agreement requires that the owner of the Phase
II mall and the owner of the Palazzo Casino Resort cooperate in various
ways and take various joint actions, which will be more difficult to
accomplish, especially in a cost-effective manner, if the parties do
not have an acceptable working relationship.

There could be similar material adverse consequences to us if GGP
breaches any of its agreements to us, such as its agreement to purchase the
Phase II mall from us, its agreement under the cooperation agreement to operate
The Grand Canal Shoppes consistent with the standards of first-class restaurant
and retail complexes and the overall Venetian theme, and its various obligations
as our landlord under the leases described above. Although the various
agreements with GGP do provide us with various remedies in the event of any
breaches by GGP and also include various dispute-resolution procedures and
mechanisms, these remedies, procedures and mechanisms may be inadequate to
prevent a material adverse effect on our operations and financial condition if
breaches by GGP occur or if we do not maintain an acceptable working
relationship with GGP.

WE EXTEND CREDIT TO A LARGE PORTION OF OUR CUSTOMERS, AND WE MAY NOT BE ABLE TO
COLLECT GAMING RECEIVABLES FROM OUR CREDIT PLAYERS.

We conduct our gaming activities on a credit basis as well as a cash
basis. This credit is unsecured. Table games players typically are extended more
credit than slot players, and high-stakes players typically are extended more
credit than patrons who tend to wager lower amounts. High-end gaming is more
volatile than other forms of gaming, and variances in win-loss results
attributable to high-end gaming may have a positive or negative impact on cash
flow and earnings in a particular quarter.

We extend credit to those customers whose level of play and financial
resources warrant, in the opinion of management, an extension of credit.
Generally our table games drop is approximately 59% from credit-based guest
wagering. The default rate on credit extended to our table gaming customers was
approximately 1.5% of the total amount of credit for the three years ended
December 31, 2003. Certain individual gaming receivables range as high as $10.0
million for a single player and could have a significant impact on our operating
results if deemed uncollectible.

While gaming debts evidenced by a credit instrument, including what is
commonly referred to as a "marker," and judgments on gaming debts are
enforceable under the current laws of Nevada, and Nevada judgments on gaming
debts are enforceable in all states under the Full Faith and Credit Clause of
the U.S. Constitution, other jurisdictions may determine that enforcement of
gaming debts is against public policy. Although courts of some foreign nations
will enforce gaming debts directly and the assets in the United States of
foreign debtors may be reached to satisfy a judgment, judgments on gaming debts
from U.S. courts are not binding on the courts of many foreign nations. We
cannot assure you that we will be able to collect the full amount of gaming
debts owed to us, even in jurisdictions that enforce gaming debts. Our inability
to collect gaming debts could have a material adverse impact on our operating
results.

RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS

CONDUCTING BUSINESS IN MACAU HAS CERTAIN POLITICAL AND ECONOMIC RISKS WHICH MAY
AFFECT THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF OUR ASIAN
OPERATIONS.

We currently own and operate a casino in Macau and are developing and
plan to operate one or more hotels, additional casinos and convention centers in
Macau, including the Macao Venetian Casino Resort. Accordingly, our business
development plans, results of operations and financial condition may be
materially and adversely affected by significant political, social and economic
developments in Macau and throughout the rest of China and by changes in
policies of the government or changes in laws and regulations or the
interpretations thereof. Our operations in Macau are also exposed to the risk of
changes in laws and policies that govern operations of Macau-based companies.
Tax laws and regulations may also be subject to amendment or different
interpretation and implementation, thereby adversely affecting our profitability
after tax. Further, the variable portion of the premium we pay under our
subconcession is subject to renegotiation in 2005 and the percentage of our
gross gaming revenues that we must contribute annually to the Macau authorities
is subject to change in 2010. These changes may have a material adverse effect
on our results of operations and financial condition.

As we expect a significant number of consumers to come to the Sands
Macao and the Macao Venetian Casino Resort from China, general economic
conditions and policies in China could have a significant impact on our
financial prospects. Any slowdown in economic growth or reversal of China's
current policies of liberalizing restrictions on travel and currency movements
could adversely impact the number of visitors from China to our Macau properties
as well as the amounts they are willing to spend in the casino.

Current Macau laws and regulations concerning gaming and gaming
concessions are, for the most part, fairly recent and there is little precedent
on the interpretation of these laws and regulations. We believe that our
organizational structure and operations are in compliance with all applicable
laws and regulations of Macau. However, these laws and regulations are complex
and a court or an administrative or regulatory body may in the future render an
interpretation of these laws and regulations, or issue regulations, that differ
from our interpretation, which could have a material adverse effect on our
results of operations or financial condition.

In addition, our activities in Macau are subject to administrative
review and approval by various agencies of the Macau government. We cannot
assure you that we will be able to obtain all necessary approvals, which may
materially affect our long-term business strategy and operations. Macau law
permits redress to the courts with respect to administrative actions. However,
such redress is largely untested in relation to gaming issues.

WE ARE REQUIRED TO MAKE SUBSTANTIAL ADDITIONAL INVESTMENTS IN MACAU AND BUILD
AND OPEN THE MACAO VENETIAN CASINO RESORT BY JUNE 2006 AND A CONVENTION CENTER
BY DECEMBER 2006. IF WE DO NOT DO SO, WE MAY LOSE OUR RIGHT TO CONTINUE TO
OPERATE THE SANDS MACAO OR ANY OTHER FACILITIES DEVELOPED UNDER THE
SUBCONCESSION.

Under our subconcession agreement, we are obligated to develop and open
the Macao Venetian Casino Resort by June 2006 and a convention center by
December 2006 and invest, or cause to be invested, at least 4.4 billion patacas
(approximately $567.2 million at exchange rates in effect on September 30, 2004)
in various development projects in Macau by December 2009. The construction and
development costs of the Sands Macao will be applied to the fulfillment of this
total investment obligation. After applying all of the current estimated
construction and development costs of the Sands Macao towards fulfilling our
investment obligations under our subconcession, our remaining investment
obligations under our subconcession will be approximately 2.34 billion patacas
(approximately $302.2 million at exchange rates in effect on September 30,
2004).

We expect that the construction and development costs of the Macao
Venetian Casino Resort and additional capital improvements of the Sands Macao
will satisfy the remainder of this obligation, including our obligation to build
a convention center. The construction and development of the Macao Venetian
Casino Resort will require significant additional debt and/or equity financing.
The ability of Las Vegas Sands, Inc. to incur additional debt or to make
investments in the entity constructing the Macao Venetian Casino Resort is
limited under the terms of its debt instruments and may prevent us from
fulfilling our remaining investment obligations. See "--The terms of our debt
instruments may restrict our current and future operations, particularly our
ability to finance additional growth, respond to changes or take some actions."
In addition, we may not be able to obtain such additional debt or equity
financing on commercially reasonable terms or at all. The Macau government has
the right, after consultation with Galaxy Casino Company Limited (which we refer
to as Galaxy), to unilaterally terminate our subconcession without compensation
to us if we fail to invest 4.4 billion patacas in Macau by December 2009.

We are currently scheduled to open the Macao Venetian Casino Resort in
the first quarter of 2007. Construction of the Macao Venetian Casino Resort is
subject to significant development and construction risks, including
construction, equipment and staffing problems or delays and difficulties in
obtaining required materials, licenses, permits and authorizations from
governmental regulatory authorities, not all of which have been obtained.
Construction projects are subject to cost overruns and delays caused by events
not within our control or, in certain cases, our contractors' control, such as
shortages of materials or skilled labor, unforeseen engineering, environmental
and/or geological problems, work stoppages, weather interference, unanticipated
cost increases and unavailability of construction materials or equipment. The
planning, development and construction of a hotel casino resort is difficult and
time consuming. As a result, we cannot assure you that we will be able to
complete the development of the Macao Venetian Casino Resort on schedule. See
"--Risks Related to Our Business--There are significant risks associated with
our planned construction projects, which could adversely affect our financial
condition, results of operations or cash flows from these planned facilities."

We are required under our subconcession to complete the Macao Venetian
Casino Resort by June 2006. Although we believe that we will be able to obtain
an extension of the June 2006 deadline under our subconcession for the
completion of this project, the Macau government has the right, after
consultation with Galaxy, to unilaterally terminate our subconcession to operate
the Sands Macao or any of our other casino operations in Macau, without
compensation to us, if we fail to develop and open the Macao Venetian Casino
Resort by June 2006 and are not successful in obtaining an extension of this
deadline. The loss of our subconcession would prohibit us from conducting gaming
operations in Macau, which could have a material adverse effect on our results
of operations and financial condition.

THE MACAU GOVERNMENT CAN TERMINATE OUR SUBCONCESSION UNDER CERTAIN CIRCUMSTANCES
WITHOUT COMPENSATION TO US, WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
OPERATIONS AND FINANCIAL CONDITION.

The Macau government has the right, after consultation with Galaxy, to
unilaterally terminate our subconcession in the event of serious non-compliance
by Venetian Macau S.A. with its basic obligations under the subconcession and
applicable Macau laws. The following reasons for termination are included in the
subconcession:

o the operation of gaming without permission or operation of
business which does not fall within the business scope of the
subconcession;

o suspension of operations of our gaming business in Macau
without reasonable grounds for more than seven consecutive days or more
than 14 non-consecutive days within one calendar year;

o unauthorized transfer of all or part of our gaming operations
in Macau;

o failure to pay taxes, premiums, levies or other amounts
payable to the Macau government;

o failure to resume operations following the temporary
assumption of operations by the Macau government;

o repeated failure to comply with decisions of the Macau
government;

o failure to provide or supplement the guarantee deposit or the
guarantees specified in the subconcession within the prescribed period;

o bankruptcy or insolvency by Venetian Macau S.A.;

o fraudulent activity by Venetian Macau S.A.;

o serious and repeated violation by Venetian Macau S.A. of the
applicable rules for carrying out casino games of chance or games of
other forms or the operation of casino games of chance or games of
other forms;

o the grant to any other person of any managing power over
Venetian Macau S.A.; or

o failure by a controlling shareholder in Venetian Macau S.A. to
dispose of its interest in Venetian Macau S.A. following notice from
the gaming authorities of another jurisdiction in which such
controlling shareholder is licensed to operate casino games of chance
to the effect that such controlling shareholder can no longer own
shares in Venetian Macau S.A.

These events could lead to the termination of our subconcession without
compensation to us regardless of whether they occurred with respect to us or
with respect to our affiliates who will operate our Macau properties. Upon such
termination, all of our casino gaming operations and related equipment in Macau
would be automatically transferred to the Macau government without compensation
to us and we would cease to generate any revenues from these operations. In many
of these instances, the subconcession agreement does not provide a specific cure
period within which any such events may be cured and, instead, we would be
relying on consultations and negotiations with the Macau government to give us
an opportunity to remedy any such default. In addition, the subconcession
agreement contains various general covenants and obligations and other
provisions, the determination as to compliance with which is subjective. We
cannot assure you that we will perform such covenants in a way that satisfies
the requirements of the Macau government and, accordingly, we will be dependent
on our continuing communications and good faith negotiations with the Macau
government to ensure that we are performing our obligations under the
subconcession in a manner that would avoid a default thereunder.

Our subconcession also allows the Macau government to request various
changes in the plans and specifications of our Macau properties and to make
various other decisions and determinations that may be binding on us. For
example, the Macau government has the right to require that additional capital
be contributed to our Macau subsidiaries or that we provide certain deposits or
other guarantees of performance in any amount determined by the Macau government
to be necessary. Our Macau subsidiary, Venetian Macau S.A., is limited in its
ability to raise additional capital by its existing debt agreements and the need
to first obtain the approval of the Macau gaming and governmental authorities
before raising certain debt or equity. As a result, we cannot assure you that we
will be able to comply with these requirements or any other requirements of the
Macau government or with the other requirements and obligations imposed by our
subconcession. In addition, the subconcession agreement provides that the annual
fees which we pay to keep our subconcession in effect will be renegotiated at
the third year of the subconcession. We cannot assure you that we will be able
to reach an acceptable agreement regarding such fees with the Macau government
or that the renegotiated fees will not be in an amount that materially and
adversely affects our financial condition.

Furthermore, pursuant to the subconcession agreement, we are obligated
to comply not only with the terms of that agreement, but also with laws and
regulations that the Macau government might promulgate in the future. We cannot
assure you that we will be able to comply with any such order or that any such
order would not adversely affect our ability to construct or operate our Macau
properties. If any disagreement arises between us and the Macau government
regarding the interpretation of, or our compliance with, a provision of the
subconcession agreement, we will be relying on the consultation process with the
applicable Macau governmental agency described above. During any such
consultation, however, we will be obligated to comply with the terms of the
subconcession agreement as interpreted by the Macau government.

Our failure to comply with the subconcession in a manner satisfactory
to the Macau government could result in the termination of the subconcession.
Under our subconcession, we would not be compensated if the Macau government
decided to terminate the subconcession because of our failure to perform. The
loss of our subconcession would prohibit us from conducting gaming operations in
Macau, which could have a material adverse effect on our operations and
financial condition.

WE WILL STOP GENERATING ANY REVENUES FROM OUR MACAU GAMING OPERATIONS IF WE
CANNOT SECURE AN EXTENSION OF OUR SUBCONCESSION IN 2022 OR IF THE MACAU
GOVERNMENT EXERCISES ITS REDEMPTION RIGHT IN 2017.

Our subconcession agreement expires on June 26, 2022. Unless our
subconcession is extended, on that date, all of our casino operations and
related equipment in Macau will be automatically transferred to the Macau
government without compensation to us and we will cease to generate any revenues
from these operations. Beginning on December 26, 2017, the Macau government may
redeem the subconcession agreement by providing us at least one year prior
notice. In the event the Macau government exercises this redemption right, we
are entitled to fair compensation or indemnity. The amount of such compensation
or indemnity will be determined based on the amount of revenue generated during
the tax year prior to the redemption. We cannot assure you that we will be able
to renew or extend our subconcession agreement on terms favorable to us or at
all. We also cannot assure you that if our subconcession is redeemed, the
compensation paid will be adequate to compensate us for the loss of future
revenues.

OUR MACAU OPERATIONS FACE INTENSE COMPETITION, WHICH COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS OR CASH FLOWS.

The hotel, resort and casino businesses are highly competitive. Our
Macau operations currently compete with approximately 16 smaller casinos located
in Macau. In addition, we expect competition to increase in the near future from
local and foreign casino operators. Sociedade de Jogos de Macau ("SJM"), which
currently operates 15 of these 16 other gaming facilities in Macau, had a
commitment to invest at least 4.7 billion patacas (approximately $606 million at
exchange rates in effect on September 30, 2004) in gaming, entertainment and
related projects in Macau by December 2004. These projects include the upgrade
of the Lisboa Hotel, Macau's largest hotel with approximately 1,000 rooms, the
development of a multimillion dollar Fisherman's Wharf entertainment complex and
a potential new casino hotel project. According to press reports, the managing
director of SJM, Stanley Ho, has entered into an agreement with Publishing and
Broadcasting Ltd., Australia's biggest casino owner, under which Publishing and
Broadcasting Ltd. will own a minority stake in Mr. Ho's Park Hyatt hotel and
casino development in Macau. In addition, MGM Mirage has recently announced that
it has entered into a joint venture agreement with Mr. Ho's daughter, Pansy Ho
Chiu-king, to develop, build and operate a major hotel-casino resort in Macau,
subject to entering into a subconcession with SJM and obtaining the approval of
the Macau government.

In addition, a subsidiary of our competitor, Wynn Resorts, Ltd., a Las
Vegas casino operation headed by Steve Wynn, has also received a concession from
the Macau government, which requires it to construct and operate one or more
casino gaming properties in Macau, including a full-service casino resort by the
end of 2006, and to invest at least 4.0 billion patacas (approximately $516
million at exchange rates in effect on September 30, 2004) in Macau-related
projects by June 27, 2009. Wynn Resorts, Ltd. has recently begun construction of
a facility that would be comprised of an approximately 580-room hotel, a casino
and other non-gaming amenities with a total estimated cost of $705.0 million as
reported in its public filings. SJM and Wynn Resorts, Ltd. compete directly with
our Macau operations.

Under its concession, Galaxy is also obligated to invest 4.4 billion
patacas (approximately $567.2 million at exchange rates in effect on September
30, 2004) in development projects in Macau by June 2012. Galaxy recently opened
a small casino in Macau.

We will also compete to some extent with casinos located elsewhere in
Asia, such as Malaysia's Genting Highlands, as well as gaming venues in
Australia, New Zealand and elsewhere in the world, including Las Vegas. In
addition, certain countries have legalized and others may in the future legalize
casino gaming, including Hong Kong, Singapore, Japan, Taiwan and Thailand. We
also expect competition from cruise ships operating out of Hong Kong and other
areas of Asia that offer gaming. The proliferation of gaming venues in Southeast
Asia could significantly and adversely affect our financial condition, results
of operations or cash flows.

THE MACAU GOVERNMENT COULD GRANT ADDITIONAL RIGHTS TO CONDUCT GAMING IN THE
FUTURE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND CASH FLOWS.

We hold a subconcession under one of only three gaming concessions
authorized by the Macau government to operate casinos in Macau, and the Macau
government is precluded from granting any additional gaming concessions until
2009. However, we cannot assure you that the laws will not change and permit the
Macau government to grant additional gaming concessions before 2009. MGM Mirage
has indicated that its joint venture will be seeking a subconcession under SJM's
existing concession. If the Macau government were to allow additional
competitors to operate in Macau through the grant of additional concessions or
subconcessions, we would face additional competition, which could have a
material adverse effect on our financial condition and results of operations.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY THE LIMITATIONS OF THE PATACA
EXCHANGE MARKETS AND RESTRICTIONS ON THE EXPORT OF THE RENMINBI.

Our revenues in Macau are denominated in patacas, the legal currency of
Macau, and Hong Kong dollars. Although currently permitted, we cannot assure you
that patacas will continue to be freely exchangeable into U.S. dollars. Also,
because the currency market for patacas is relatively small and undeveloped, our
ability to convert large amounts of patacas into U.S. dollars over a relatively
short period may be limited. As a result, we may experience difficulty in
converting patacas into U.S. dollars.

We are currently prohibited from accepting wagers in renminbi, the
currency of China. There are currently restrictions on the export of the
renminbi outside of mainland China, including to Macau. Restrictions on the
export of the renminbi may impede the flow of gaming customers from China to
Macau, inhibit the growth of gaming in Macau and negatively impact our gaming
operations.

The Macau pataca is pegged to the Hong Kong dollar. Certain Asian
countries have publicly asserted their desire to eliminate the peg of the Hong
Kong dollar and the Chinese renminbi to the U.S. dollar. As a result, we cannot
assure you that the Hong Kong dollar, the Chinese renminbi and the Macau pataca
will continue to be pegged to the U.S. dollar, which may result in severe
fluctuations in the exchange rate for these currencies. We also cannot assure
you that the current peg rate for these currencies will remain at the same
level. Any change in such peg rate could have a material adverse effect on our
ability to make payments on certain of our debt instruments. We do not currently
hedge for foreign currency risk.

CERTAIN GAMING LAWS APPLY TO OUR PLANNED GAMING ACTIVITIES AND ASSOCIATIONS IN
OTHER JURISDICTIONS WHERE WE OPERATE OR PLAN TO OPERATE.

Certain Nevada gaming laws also apply to our gaming activities and
associations in jurisdictions outside the state of Nevada. We are required to
comply with certain reporting requirements concerning our proposed gaming
activities and associations occurring outside the state of Nevada, including
Macau, Alderney and other jurisdictions. We will also be subject to disciplinary
action by the Nevada Gaming Commission if we:

o knowingly violate any laws of the foreign jurisdiction
pertaining to the foreign gaming operation;

o fail to conduct the foreign gaming operation in accordance
with the standards of honesty and integrity required of Nevada gaming
operations;

o engage in any activity or enter into any association that is
unsuitable for us because it poses an unreasonable threat to the
control of gaming in Nevada, reflects or tends to reflect discredit or
disrepute upon the State of Nevada or gaming in Nevada, or is contrary
to the gaming policies of Nevada;

o engage in any activity or enter into any association that
interferes with the ability of the State of Nevada to collect gaming
taxes and fees; or

o employ, contract with or associate with any person in the
foreign gaming operation who has been denied a license or a finding of
suitability in Nevada on the ground of personal unsuitability, or who
has been found guilty of cheating at gambling.

In addition, if the Nevada State Gaming Control Board determines that
one of our actual or intended activities or associations in a foreign gaming
operation may violate one or more of the foregoing, we can be required by it to
file an application with the Nevada Gaming Commission for a finding of
suitability of such activity or association. If the Nevada Gaming Commission
finds that the activity or association in the foreign gaming operation is
unsuitable or prohibited, we will either be required to terminate the activity
or association, or will be prohibited from undertaking the activity or
association. Consequently, should the Nevada Gaming Commission find that our
gaming activities or associations in Macau, Alderney or certain other
jurisdictions where we operate are unsuitable, we may be prohibited from
undertaking our planned gaming activities or associations in those
jurisdictions.

The Macau gaming authorities exercise similar powers for purposes of
assessing suitability in relation to our activities in jurisdictions outside of
Macau.

MACAU IS SUSCEPTIBLE TO SEVERE TYPHOONS THAT MAY DISRUPT OPERATIONS.

Macau is susceptible to severe typhoons. Macau consists of a peninsula
and two islands off the coast of mainland China. On some occasions, typhoons
have caused a considerable amount of damage to Macau's infrastructure and
economy. In the event of a major typhoon or other natural disaster in Macau, our
business may be severely disrupted and our results of operations could be
adversely affected. Although we own insurance coverage with respect to these
events, we cannot assure you that our coverage will be sufficient to fully
indemnify us against all direct and indirect costs, including loss of business,
that could result from substantial damage to, or partial or complete destruction
of, our Macau properties or other damages to the infrastructure or economy of
Macau.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

OUR STOCK PRICE MAY BE VOLATILE AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

The market price of our common stock could fluctuate significantly, in
which case you may not be able to resell your shares at or above the offering
price. The market price of our common stock may fluctuate based on a number of
factors in addition to those listed in this prospectus, including:

o our operating performance and the performance of our
competitors and other similar companies;

o the public's reaction to our press releases, our other public
announcements and our filings with the SEC;

o changes in earnings estimates or recommendations by research
analysts who track our common stock or the stocks of other companies in
our industry;

o changes in general economic conditions;

o the number of shares publicly traded;

o actions of our current stockholders, including sales of common
stock by our directors and executive officers;

o the arrival or departure of key personnel or personal matters
affecting our principal stockholder;

o acquisitions, strategic alliances or joint ventures involving
us or our competitors; and

o other developments affecting us, our industry or our
competitors.

In addition, in recent years the stock market has experienced
significant price and volume fluctuations. These fluctuations are often
unrelated to the operating performance of particular companies. These broad
market fluctuations may cause declines in the market price of our common stock.
The price of our common stock could fluctuate based upon factors that have
little or nothing to do with our company or its performance, and these
fluctuations could materially reduce our stock price.

OUR ARTICLES OF INCORPORATION AND BY-LAWS CONTAIN PROVISIONS THAT MAY DISCOURAGE
A TAKEOVER ATTEMPT. NEVADA LAW ALSO IMPOSES, AND OTHER JURISDICTIONS MAY IMPOSE,
BARRIERS TO ACQUIRING A CONTROLLING INTEREST IN OUR SHARES.

Provisions contained in our amended and restated articles of
incorporation and by-laws could make it more difficult for a third party to
acquire us, even if doing so might be beneficial to our stockholders. Provisions
of our amended and restated articles of incorporation and by-laws impose various
procedural and other requirements which could make it more difficult for
stockholders to affect some corporate actions. For example, our articles of
incorporation authorize our board to determine the rights, preferences,
privileges and restrictions of unissued series of preferred stock, without any
vote or action by our stockholders. Thus our board can authorize and issue
shares of preferred stock with voting or conversion rights that could adversely
affect the voting or other rights of holders of our common stock. These rights
may have the effect of delaying or deterring a change of control of our company.
In addition, a change of control of our company may be delayed or deferred as a
result of our having three classes of directors. Nevada law provides that, in
certain circumstances, a stockholder who acquires a controlling interest in a
corporation, defined statutorily as any acquisition that causes such
stockholder's interest to exceed any of a (1)/5, (1)/3 or (1)/2 interest in a
corporation, has no voting rights in the shares acquired that caused the
stockholder to exceed any such threshold, unless:

o the corporation's other stockholders, by majority vote, grant
voting rights to such shares; or

o the corporation's articles of incorporation or by-laws in
effect on the tenth day following such acquisition of shares exempt the
corporation from the relevant Nevada law provisions.

In addition, under Nevada law, any change of control of our company
must also be approved by the Nevada gaming authorities. Other jurisdictions may
have similar requirements. These provisions could limit the price that investors
might be willing to pay in the future for shares of our common stock.

FUTURE SALES OF SHARES COULD DEPRESS OUR STOCK PRICE.

Sales of a substantial number of shares of our common stock, or the
perception that a large number of shares will be sold, could depress the market
price of our common stock. Following the expiration of the initial public
offering "lock-up" period on June 12, 2005 subject to specified exceptions and
extensions, holders of approximately 250,283,616 shares of common stock will be
entitled to dispose of their shares, although the shares of common stock held by
our affiliates will continue to be subject to the volume and other restrictions
of Rule 144 under the Securities Act. Another 76,496,123 shares will be
available for sale at various times after the expiration of the initial public
offering lock-up agreement and the applicable holding period under Rule 144
under the Securities Act. In addition, Goldman, Sachs & Co., the lead
underwriter of our initial public offering, may, in its sole discretion and at
any time without notice, release all or any portion of the shares subject to the
lock-up.

The holders of approximately 325,848,624 shares of our common stock
have rights, subject to some conditions, to require us to file registration
statements covering their shares or to include their shares in registration
statements that we may file for ourselves or other stockholders. By exercising
their registration rights and selling a large number of shares, these
stockholders could cause the price of our common stock to decline.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS.

We do not expect to pay cash dividends on our common stock in the
foreseeable future. Our board of directors will determine whether to pay
dividends in the future based on conditions then existing, including our
earnings, financial condition and capital requirements, as well as economic and
other conditions our board may deem relevant. Our ability to declare and pay
dividends on our common stock is subject to the requirements of Nevada law. We
are a parent company, dependent upon the operations of our subsidiaries for
cash. The terms of our subsidiaries' debt and other agreements restrict the
ability of our subsidiaries to dividend funds up to us. We intend to retain
earnings to finance operations and the expansion of our business. Therefore,
unless and until we pay cash dividends on our common stock, any gains from your
investment in our common stock must come from an increase in its market price.
See "--Risks Related to Our Business--

We are a parent company and our only material source of cash is and will be
distributions from our subsidiaries."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements," as defined by
federal securities laws, with respect to our financial condition, results of
operations and business and our expectations or beliefs concerning future
events. Such forward-looking statements include the discussions of the business
strategies of our company and expectations concerning future operations,
margins, profitability, liquidity, and capital resources. In addition, in
certain portions of this prospectus, the words: "anticipates", "believes",
"estimates", "seeks", "expects", "plans", "intends" and similar expressions, as
they relate to our company or its management, are intended to identify
forward-looking statements. Although we believe that such forward-looking
statements are reasonable, we cannot assure you that any forward-looking
statements will prove to be correct. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors, which may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the risks
associated with:

o entering into new development and construction and new
ventures, including the Palazzo Casino Resort and the Macao Venetian
Casino Resort;

o increased competition and other planned construction in Las
Vegas, including the opening of the Wynn Las Vegas Resort on the site
of the former Desert Inn and upcoming increases in hotel rooms, meeting
and convention space and retail space;

o increased competition and other planned construction projects
in Macau, including from SJM, MGM Mirage, Wynn Resorts, Ltd. and
Galaxy;

o the completion of infrastructure projects in Las Vegas and
Macau;

o government regulation of the casino industry, including gaming
license approvals and regulation in foreign jurisdictions, the
legalization of gaming in certain domestic jurisdictions, including
Native American reservations, and regulation of gaming on the Internet;

o passage of new legislation and receipt of governmental
approvals for our proposed developments on the Cotai Strip, in the
United Kingdom and other jurisdictions where we are planning to
operate;

o leverage and debt service (including sensitivity to
fluctuations in interest rates and other capital markets trends);

o uncertainty of tourist behavior related to spending and
vacationing at casino resorts in Las Vegas and Macau;

o disruptions or reductions in travel due to conflicts with Iraq
and any future terrorist incidents;

o outbreaks of infectious diseases, such as severe acute
respiratory syndrome, in our market areas;

o new taxes or changes to existing tax rates;

o fluctuations in occupancy rates and average daily room rates
in Las Vegas or Macau;

o demand for all-suites rooms;

o the popularity of Las Vegas as a convention and trade show
destination;

o insurance risks, including the risk that we have not obtained
sufficient coverage against acts of terrorism or will only be able to
obtain additional coverage at significantly increased rates;

o litigation risks, including the outcome of the pending
disputes with our Venetian Casino Resort construction manager and its
subcontractors; and

o general economic and business conditions which may impact
levels of disposable income, consumer spending and pricing of hotel
rooms.

All future written and verbal forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
New risks and uncertainties arise from time to time, and it is impossible for us
to predict these events or how they may affect us. We assume no obligation to
update any forward-looking statements after the date of this prospectus as a
result of new information, future events or developments, except as required by
federal securities laws.

SELLING STOCKHOLDERS

The following table sets forth, for the selling stockholders as of
February 1, 2005, the number of shares of common stock beneficially owned by
each selling stockholder, and the number of shares that may be offered by each
selling stockholder using this prospectus and each stockholder's percentage
ownership of common stock assuming the sale of all of the shares offered hereby.
A person is deemed to be a "beneficial owner" of a security if that person has
or shares voting power, which includes the power to vote or direct the voting of
such security, or investment power, which includes the power to dispose of or to
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has a right to acquire
beneficial ownership within 60 days.

We do not know when or in what amounts the selling stockholders may
offer shares for sale. The selling stockholders may not sell all or any of the
shares offered by this prospectus. Consequently, we cannot estimate the number
of the shares that will be held by the selling stockholders after completion of
the offering. However, for purposes of the table below, we have assumed that,
after completion of the offering, none of the shares covered by this prospectus
as of the date of this prospectus will be held by the selling stockholders.
Assuming the sale of all shares offered hereby and the exercise of all options
for shares of common stock held by the selling stockholders, each of the selling
stockholders will beneficially own zero or less than 1% of our common stock
shares outstanding after this offering. In connection with the Company's initial
public offering, all of the selling stockholders (other than one non-executive
employee), holding 15,877,899 shares of common stock have agreed with the
underwriters for our initial public offering not to dispose of or hedge any of
their shares of common stock or securities convertible into or exchangeable for
shares of common stock other than under our employee compensation plans and
subject to certain other limited exceptions until June 12, 2005, except with the
prior consent of Goldman, Sachs & Co. Goldman, Sachs & Co. in its sole
discretion may release any of the securities subject to these lock-up agreements
at any time without notice.

NUMBER OF SHARES NUMBER OF SHARES
NAME TITLE BENEFICIALLY OWNED THAT MAY BE OFFERED
---- ----- ------------------ -------------------

William P. Weidner(1)(2) President and Chief 3,597,827 3,597,827
Operating Officer

Irrevocable Trust of 2,655,007 2,655,007
William P. Weidner(3)

Bradley H. Stone(3)(4)(5) Executive Vice President 2,760,888 2,760,888

The Stone Crest Trust(2) 1,928,737 1,928,737

Robert G. Goldstein(6) Senior Vice President 2,594,351 2,594,351

The Robert G. Goldstein 532,066 532,066
Grantor Retained Annuity
Trust(5)

Harry D. Miltenberger Chief Accounting Officer, 266,033(7) 212,826
Vice President--Finance and
Secretary

Richard Heller President/General Manager of 1,330,164 1,330,164
Sands Expo Center

Jack Braman Vice President--Information 266,033 266,033
Systems

Dan Raviv Special Assistant to the 931,115 931,115
Chairman of the Board

(1) This amount excludes 2,655,007 shares that Mr. Weidner transferred to the
Irrevocable Trust of William P. Weidner and over which he has no voting or
dispositive control.

(2) Mr. Weidner may be deemed to beneficially own the 1,928,737 shares held by
The Stone Crest Trust as the trustee of the trust. Mr. Weidner has sole voting
and dispositive control over the shares in the trust. Mr. Weidner disclaims such
beneficial ownership and this prospectus shall not be deemed an admission that
Mr. Weidner is a beneficial owner of such shares for purposes of the Securities
Exchange Act of 1934.

(3) Mr. Stone may be deemed to beneficially own the 2,655,007 shares held by
the Irrevocable Trust of William P. Weidner as the trustee of the trust. Mr.
Stone shares voting and dispositive control over the shares in the trust with
the protector of the trust, who is Mr. Weidner's wife, Lynn Hackerman Weidner.
Mr. Stone disclaims such beneficial ownership, and this prospectus shall not be
deemed an admission that Mr. Stone is a beneficial owner of such shares for
purposes of the Securities Exchange Act of 1934.

(4) This amount excludes 1,928,737 shares that Mr. Stone transferred to The
Stone Crest Trust and over which he has no voting or dispositive control.

(5) Mr. Stone may be deemed to beneficially own the 532,066 shares held by The
Robert G. Goldstein Grantor Retained Annuity Trust as the trustee of the trust.
Mr. Stone has voting and dispositive control over the shares in the trust. Mr.
Stone disclaims such beneficial ownership and this prospectus shall not been
deemed an admission that Mr. Stone is a beneficial owner of such shares for
purposes of the Securities Exchange Act of 1934. Mr. Goldstein has the right to
reacquire the shares in the trust at any time and therefore may be deemed to
have beneficial ownership over such shares.

(6) This amount excludes 532,066 shares that Mr. Goldstein transferred to The
Robert G. Goldstein Grantor Retained Annuity Trust. Mr. Goldstein has the right
to reacquire the shares in the trust at any time and therefore may be deemed to
have beneficial ownership over such shares.

(7) This amount includes options to purchase from our principal stockholder,
Sheldon G. Adelson, 53,207 shares which are exercisable at any time.

MATERIAL RELATIONSHIPS WITH SELLING STOCKHOLDERS

All of the selling stockholders are our employees, former employees or
trusts created by such persons. The following sets forth certain material
relationships we have had with the selling stockholders within the past three
years.

REGISTRATION RIGHTS AGREEMENT

Sheldon G. Adelson, each of the selling stockholders and certain other
stockholders have entered into a registration rights agreement with us relating
to the shares of common stock they hold. Subject to several exceptions,
including our right to defer a demand registration under certain circumstances,
Mr. Adelson and the trusts he established may require that we register for
public resale under the Securities Act all shares of common stock they request
be registered at any time following our initial public offering, subject to any
restrictions in the lock up agreements with the underwriters. Mr. Adelson and
the trusts may demand registrations so long as the securities being registered
in each registration statement are reasonably expected to produce aggregate
proceeds of $20 million or more. If we become eligible to register the sale of
our securities on Form S 3 under the Securities Act, Mr. Adelson and the trusts
have the right to require us to register the sale of the common stock held by
them on Form S-3, subject to offering size and other restrictions.

The stockholders other than Mr. Adelson and the trusts he established
that are party to this agreement have been granted piggyback registration rights
on any registration for the account of Mr. Adelson or the trusts that he
established. If the registration requested by the Adelson entities is in the
form of a firm commitment underwritten offering, and if the underwriters of the
offering determine that the number of securities to be offered would jeopardize
the success of the offering, the number of shares included in the offering shall
be determined as follows:

o first, the registrable securities of all of the stockholders
and employees that are party to the registration rights agreement
participating in the offering, pro rata among these holders based on
the number of registrable securities that they hold;

o second, any other securities of the company requested by other
stockholders to be included in such registration, pro rata among these
holders based on the number of registrable securities that they hold;
and

o third, securities offered by us for our own account.

In addition, the stockholders and employees that are party to this
agreement and the trusts have been granted piggyback rights on any registration
for our account or the account of another stockholder. If the underwriters in an
underwritten offering determine that the number of securities offered in a
piggyback registration would jeopardize the success of the offering, the number
of shares included in the offering shall be determined as follows:

o first, all of the securities to be offered by us, in the case
of a registration initiated by us, or the stockholders who have
requested the registration, in the case of a stockholder initiated
registration;

o second, registrable securities requested by the stockholders
and employees that are party to the registration rights agreement to be
included in the offering, pro rata among these holders based on the
number of our securities that they hold; and

o third, any of our other securities requested by us or our
stockholders to be included in the offering.

In connection with any registrations described above, we will indemnify
the selling stockholders for certain liabilities under the Securities Act. Each
selling stockholder under the Registration Rights Agreement (other than the
Adelson entities) will bear its own fees, costs and expenses.

TAX INDEMNIFICATION

In connection with the conversion of Las Vegas Sands, Inc. from a
subchapter S corporation to a taxable "C" corporation for income tax purposes
that occurred in connection with our initial public offering, Las Vegas Sands,
Inc. entered into an indemnification agreement pursuant to which it agreed to:

o make a payment to all of our stockholders who were
stockholders of Las Vegas Sands, Inc. prior to the proposed conversion
in an amount based on the taxable income of Las Vegas Sands, Inc. for
fiscal 2004 and the highest aggregate effective marginal rate of
federal, state and local income tax (or, if applicable, alternative
minimum tax) to which any stockholder of Las Vegas Sands, Inc.
immediately prior to the conversion was subject (but no such payment
shall be required to be made to a stockholder to the extent that Las
Vegas Sands, Inc. has made prior distributions to such stockholder with
respect to the taxable income of Las Vegas Sands, Inc. for fiscal
2004); and

o indemnify those of our stockholders who were stockholders of
Las Vegas Sands, Inc. immediately prior to the proposed conversion
against certain tax liabilities incurred by these stockholders as a
result of adjustments (pursuant to a determination by, or a settlement
with, a taxing authority or court, or pursuant to the filing of an
amended tax return) to the taxable income of Las Vegas Sands, Inc.
with, respect to taxable periods during which Las Vegas Sands, Inc. was
a subchapter S corporation for income tax purposes.

MANAGEMENT LOANS

In April 2003, Las Vegas Sands, Inc. made loans to certain of its
executive officers. Loans were made to Messrs. Weidner, Stone and Goldstein with
amounts outstanding as of the repayment date of $336,551, $252,412 and $168,275,
respectively. The loans bore interest at the greater of 4% per annum and an
applicable short-term federal rate. The loans were to mature on the earlier of
December 31, 2010, the date any public offering of Las Vegas Sands, Inc.'s
shares commences pursuant to a registration statement or the date on which the
borrower disposes of any of his shares of Las Vegas Sands, Inc.. In September
2004, each of Messrs. Weidner, Stone and Goldstein repaid their loans in full.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be made at fixed
prices, at market prices prevailing at the time of sale, at prices related to
the prevailing market prices or at negotiated prices. The selling stockholders
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. The selling stockholders may use any one or more
of the following methods when selling shares:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

o block transactions or crosses;

o to underwriters for resale to the public or to institutional
investors;

o directly to the public or institutional investors;

o through brokers, dealers or agents to the public or to
institutional investors;

o block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

o an exchange distribution in accordance with the rules of the
New York Stock Exchange;

o privately negotiated transactions;

o settlement of short sales;

o broker-dealers may agree with the selling stockholders to sell
a specified number of such shares at a stipulated price per share;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

In addition, the selling stockholders may also enter into hedging
and/or monetization transactions. For example, the selling stockholders may:

o enter into transactions with a broker-dealer or affiliate of a
broker-dealer or other third party in connection with which that other
party will become a selling stockholder and engage in short sales of
our common stock under this prospectus, in which case the other party
may use shares of our common stock received from the selling
stockholders to close out any short positions;

o sell short our common stock under this prospectus and use
shares of our common stock held by the selling stockholders to close
out any short position;

o enter into options, forwards or other transactions that
require the selling stockholders to deliver, in a transaction exempt
from registration under the Securities Act, shares of our common stock
to a broker-dealer or an affiliate of a broker-dealer or other third
party who may then become a selling stockholder and publicly resell or
otherwise transfer shares of our common stock under this prospectus;

o loan or pledge shares of our common stock to a broker-dealer
or affiliate of a broker-dealer or other third party who may then
become a selling stockholder and sell the loaned shares or, in an event
of default in the case of a pledge, become a selling stockholder and
sell the pledged shares, under this prospectus; or

o enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement
indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable
prospectus supplement, including in short sale

transactions. If so, the third party may use securities pledged by the
selling stockholders or borrowed from the selling stockholders or
others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from the selling
stockholders in settlement of those derivatives to close out any
related open borrowings of stock. The third party in such sale
transactions will be an underwriter and will be identified in the
applicable prospectus supplement (or a post effective amendment).

The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. There can be no
assurance that the selling stockholders will not transfer, devise or gift, the
shares of common stock by other means not described in this prospectus.

If underwriters or broker-dealers are used in an offering, the common
stock offered pursuant to this prospectus may be offered to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more such firms. Unless otherwise set forth in the
prospectus supplement, the obligations of underwriters or broker-dealers to
purchase any common stock offered will be subject to certain conditions
precedent and the underwriters or broker-dealers will be obligated to purchase
all the offered securities if any are purchased. Any public offering price and
any discount or concessions allowed or reallowed or paid by underwriters or
broker-dealers to other broker-dealers may be changed from time to time.

The aggregate proceeds from the sale of the shares offered pursuant to
this prospectus will be the purchase price of the shares less discounts and
commissions, if any. The selling stockholders will be responsible for any
underwriting discounts and commissions and/or agent's commissions in connection
with their shares of our common stock sold through underwriters or
broker-dealers. We will not receive any of the proceeds from the sale by the
selling stockholders of their shares of our common stock covered by this
prospectus.

In order to comply with the securities laws of some states, if
applicable, the shares may be sold in those jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states, the
shares may not be sold unless they have been registered or qualified for sale or
any exemption from registration or qualification requirements is available and
is complied with.

Any underwriters, broker-dealers or agents that participate in the sale
of the shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act. As a result, any profits on the sale of the shares
of common stock and any discounts, commissions or concessions received by any
such broker-dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriters, broker-dealers or
agents may be entitled, under agreements entered into with us or the selling
stockholders, to indemnification against or contribution toward certain civil
liabilities, including liabilities under the Securities Act. The terms of any
indemnification provisions will be set forth in a prospectus supplement.

Broker-dealers engaged by the selling stockholders may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The compensation of a particular broker-dealer may be in excess of
customary commissions.

Upon our being notified by a selling stockholder that any material
arrangement has been entered into with an underwriter, broker-dealer or agent
for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution, we will file a supplement to this
prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose, to the extent applicable:

o the name of each such selling stockholder and of the
participating underwriter, broker-dealer or agent;

o the number of shares involved;

o the price at which those shares were sold;

o the commissions paid or discounts or concessions allowed; and

o other facts material to the transaction.

In addition, if required by the Securities Act, we will file a
supplement to this prospectus upon being notified by a selling stockholder that
any successor in interest that is entitled to sell shares using this prospectus
intends to sell more than 500 shares of common stock.

We cannot assure you that any of the selling stockholders will offer
for sale or sell any or all of the common stock covered by this prospectus.

LEGAL MATTERS

The validity of the shares of common stock offered under this
prospectus will be passed upon for us by Lionel, Sawyer & Collins, Las Vegas,
Nevada.

EXPERTS

The consolidated financial statements of Las Vegas Sands, Inc. as of
December 31, 2003 and 2002 and for each of the three years in the period ended
December 31, 2003 incorporated in this prospectus by reference from our
Registration Statement on Form S-1 (No. 333-118827) have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.