SecProbe.io

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Mail Stop 0409

October 5, 2004

Frederick H. Krause, Esq.
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Re:	Las Vegas Sands Corp.
		Registration Statement on Form S-1, filed on September 3,
2004
		File No.  333-118827

Dear Mr. Krause:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. Supplementally provide us with an analysis as to why the exchange
of shares of Las Vegas Sands Opco for the common stock of Las Vegas
Sands Corp. should not be integrated with this offering.  In this
connection, please provide us supplementally with a copy of the
agreement for the exchange of shares and file this agreement as an
exhibit.  Further, please include the identity of all shareholders of
Las Vegas Sands Opco, the number of shares held by each shareholder,
the exchange ratio, and how such ratio was determined.
2. We note your disclosure on page 164 that you anticipate that you
will undertake a directed share program.  Please supplementally
describe the mechanics of how and when these shares are offered and
sold to investors in the directed share program.  For example, tell
us how the prospective recipients and number of reserved shares are
determined.  Tell us how and when you and the underwriters have
notified or will notify the directed share investors, including the
types of communications used or to be used.  Discuss the procedures
these investors must follow in order to purchase the offered
securities.  Are directed share purchasers required to establish
accounts before the effective time, and, if so, what if any funds are
put in newly established brokerage accounts before the effective
date? How do the procedures for the directed share program differ
from the procedures for the general offering to the public?  In
addition, if any of the recipients of the shares or their associates,
employees or affiliates are broker-dealers registered with the NASD,
please tell us how you will comply with the NASD`s rules relating to
"hot" IPOs, if applicable.  Please also supplementally provide us
with copies of all materials to be used in connection with the
directed share program.
3. Prior to printing and distributing your preliminary prospectus,
please supplementally provide us with copies of the graphics or
artwork that you intend to use in your prospectus.  We may have
comments after reviewing those materials.
4. We note in various places that you cite supporting third party
sources for your disclosure and in other places you provide various
statistics but do not provide a supporting source.  For example we
note statistics relating the number of visitors traveling to Las
Vegas under the heading "The Las Vegas Market" on page 7 that you
attribute to the Las Vegas Convention and Visitors Authority and
still other statements in the final carry-over paragraph on page 3
that Macau had $3.6 billion in gaming revenue in 2003 and that there
were 1.1 million visits to Macau in 2003, for which you do not
provide a source.  Please supplementally provide us with copies of
all supporting materials cited in your registration statement.
Please highlight or otherwise indicate the portions of those
materials that support your disclosure.  In addition, please tell us
whether each of these reports or sources was publicly available or
whether it was commissioned by you.  If such sources are not publicly
available, please revise to file a consent as required by Rule 436 of
Regulation C.  Finally, please provide source information for all
statistics cited in your registration statement.
5. Please disclose the web address for your website in your
prospectus.  See Item 101(e)(2) of Regulation S-K.

Cover Page
6. We note the last sentence on the cover page that "underwriters
expect to deliver the shares against payment in New York, New York on
__________, 2004."  All information that is not key to an investment
decision should be moved off the cover page.  Please revise or
advise. See our Plain English Handbook available at www.sec.gov.
7. We note the disclosure regarding your intent to list the shares on
the New York Stock Exchange.  Please refer to the preliminary note to
Item 202 of Regulation S-K and advise or revise.

Prospectus Summary, pages 1 - 18
8. Please limit your summary to a brief description of the key
aspects of your business and this offering.  Detailed information
about your individual properties, competitive strengths, and
strategies is more appropriate for the body of the prospectus.  You
may also shorten your summary by eliminating repetition of items that
appear within the body of your prospectus.  We note in this regard
that all of the text under the headings "Other Business
Opportunities," "Business Strategy and Competitive Strengths" and
"Global Expansion Strategy" in your summary is repeated in your
Business section.  Please revise your registration statement to
eliminate repetition.
9. Please revise your opening paragraph to clarify that the
prospectus summary contains the material terms of the offering.
10. Please eliminate all cross-references from your summary.
11. Please eliminate the EBITDA disclosure from the third paragraph
on page 1 and the first full paragraph on page 3, and elsewhere
throughout the beginning of your summary, since that information
already appears in the appropriate context and with the required
reconciliation information on page 18.   Similarly, the disclosure of
other limited operating data such as pro forma net income for the six
months ended June 30, 2004, net income for a two month period and
"table drop" is more appropriate for the summary pro forma financial
data on page 16 where it can be seen in a more balanced context.
12. Please revise the forepart of the summary to describe the pre-
formation transactions with the shareholders of LV Sands Opco and
Interface and revise to disclose all benefits to affiliates as a
result of such transactions, quantifying such benefits to each
affiliate.  In this connection, we note that the Sands Expo Center
and the redeemable preferred interest in the Venetian Casino Resort
was acquired indirectly from Mr. Adelson, your principal stockholder
in July 2004.  We note further that Mr. Adelson owns 72.3% of common
stock of LV Sands Opco, which holds the common stock of the Venetian
Casino Resort.  We note further that you made a $27 million equity
contribution to Interface-Group Nevada, the direct owner of the Expo
Center which is beneficially owned by Mr. Adelson, and that such
amount was used to repay amounts outstanding under a prior mortgage
loan.
13. Please revise the forepart of the summary to disclose the value
of the aggregate consideration paid for the Sands Expo Center and the
Venetian Casino Resort, including the 220,370 shares of LV Sands
Opco`s common stock based on the midpoint of the range, the value of
the common stock based on the midpoint of the range that will be
issued for the common stock interest of Opco which owns the Venetian,
the value of options, distributions of the redeemable preferred
interest, and equity contributions.
14. Please revise to disclose how you valued the consideration for
the Sands Expo Center and the Venetian Casino Resort, and whether you
obtained independent third party appraisals of the Sands Expo Center
and the Venetian Casino Resort.  If you did not obtain such
independent appraisals, please revise to disclose that the
consideration paid to such affiliate(s) may exceed the fair market
value of the properties and that the purchase agreement was not
negotiated on an arms-length basis.  Further, please revise to
include risk factor disclosure regarding this risk.
15. Please revise the forepart of the summary to disclose the
percentage of your outstanding common stock that Mr. Adelson will
beneficially own and the consequences to investors of such control.
16. Since this is your initial public offering please relocate the
information found under "Recent Developments" to another part of the
summary.
17. Please revise here and throughout to disclose the dollar amount
of the distribution to shareholders immediately prior to the
conversion from a subchapter S corporation to a C corporation,
identifying the stockholders to whom such distribution will be paid.
Our Company, pages 1 - 7
18. Please revise the first paragraph to disclose the date you were
organized.

Our Las Vegas Properties, pages 1 - 2
19. Please provide supplemental substantiation for your statements in
the first paragraph under this heading and the second paragraph on
page 80 that the Venetian Casino Resort is "one of the most
successful properties on Las Vegas Boulevard," "one of the largest
and most luxurious casino resorts in the world" and "one of the most
productive properties on the Strip."
20. We note your reference here in the last sentence in the third
paragraph on page 1 and in  various other places throughout your
prospectus of your occupancy rate during certain reporting periods.
Please provide an explanation at the beginning of your summary of
what this percentage represents.  We note, in this regard, that you
indicate your occupancy rate was 98.8% during the first six months of
2004, but go on to state that your mid-week rate during this period
was only 97.9%.  We assume that this means you are basing these
percentages on some type of average over the indicated period but
this is not entirely clear from your disclosure.
21. We refer to your mention of the Wynn Las Vegas Resort in the
final carry-over paragraph on page 1 and numerous other times
throughout your prospectus, notably in the final risk factor on page
24, related to your competition.  Your repeated mention of the Wynn
Las Vegas Resort throughout the summary and your prospectus tends to
create the impression that you have some type of affiliation with
that resort, when in fact you appear to consider them your
competition.  Please revise your disclosure to reduce or eliminate
references to the Wynn Las Vegas Resort or clarify your relationship
in such instances to that of competitors.
22.
Please provide support for your statements in the first full
paragraph on page 2 that the Sands Expo Center is one of the largest
convention and trade show destinations in the United States, that Las
Vegas is one of the most visited convention and trade show
destinations in the United States, that in 2003, approximately 5.7
million visitors attended trade shows and conventions in the United
States and that the average overall occupancy rate in Las Vegas is
89.4%.

The Macau Properties, pages 2 - 4
23. Since it appears that the Macau government may still grant
additional subconcessions for operating casinos in Macau, please
revise your disclosure here and in the second paragraph on page 81 to
indicate that you currently own the sole subconcession that has been
approved by the government of Macau to operate a casino.  In
addition, it appears from your risk factor disclosure in the final
paragraph on page 33 and from various publicly available news
articles (see the June 24, 2004 edition of the Las Vegas Review
Journal, online edition and the September 2, 2004 edition of the Las
Vegas Sun, for examples), that Wynn Resorts Ltd. also holds a
concession from the Macau government to build and operate casinos.
Please revise your disclosure to more clearly indicate that your are
not the sole Las Vegas casino operating in Macau.
24. Please provide a more detailed explanation of what you mean when
you say that in July 2004 the Sands Macau had 1,075,310 visits, in
the first full paragraph on page 3.
25. Please define what is meant by "table drop" in the first full
paragraph on page 3.
Other Business Opportunities, page 4
26. Since the opportunities discussed under this heading are merely
future plans that do not relate to any current materially committed
assets or resources, their disclosure in your summary does not appear
appropriate as they do not appear to represent a key aspect of your
business or the offering.  Please revise or advise.

Business Strategy and Competitive Strengths, pages 4 - 7
27. If you choose to retain this disclosure here in the summary,
please balance your disclosure by including a separately captioned
discussion of your competitive weaknesses and risks that you face.
28. Refer to the first bullet point on page 5.  Please reconcile your
disclosure in the second sentence that the events you sponsor
generate more mid-week traffic than you are able to accommodate, with
you subsequent disclosure in the final paragraph that your mid-week
occupancy was only 97.9%.
29. Please revise your disclosure in the fourth bulleted paragraph on
page 5 to describe in more detail how your "co-branding" strategy
relates to the individuals and brands named in this paragraph.  Do
these brands maintain a physical presence in your facilities?  Do you
have co-marketing agreements with the owners of these brands?  We may
comment further.
30. Please provide more detail, in the first bulleted paragraph on
page 7, about the nature of your database of premium players and how
you use it in your marketing and sales efforts.

Sale of the Grand Canal Shoppes and Lease of Restaurant and Retail
Assets, page 10
31. Please define what a "tax distribution" is in the first paragraph
under this heading and disclose the aggregate dollar amount of that
distribution as well as the aggregate amount of the incentive payment
referenced in the same paragraph.  Include similar disclosure in the
final paragraph on page 41.

Ownership Structure, page 12
32. Please revise the chart to include all ownership percentages in
the chart, including the percentages for Senior Management, Mr.
Adelson and affiliates and the public shareholders.
33. It appears that the detailed information in the first paragraph
under this heading related to Mr. Adelson`s experience and background
are more appropriate for the Management discussion, where the
information can be placed into the appropriate context.  Please
revise or advise.

Summary Historical Financial and Operating Data, page 17
34. Disclose how the Other Operating Data are calculated for those
line items that are not immediately apparent.  This comment is also
relevant to the table on page 47.

Risk Factors, pages 19 - 38
35. Please add a risk factor that describes the effect that your
conversion to a Subchapter C corporation will have on your effective
corporate tax rate after the offering and how this will be reflected
in your future financial results.
36. It appears that a large component of your future success will
depend in part on your ability to maintain an acceptable working
relationship with General Growth Properties, Inc.  We refer to your
sale lease-back arrangements regarding the Phase II Mall and the
Grand Canal Shoppes and the Cooperation Agreement described in detail
on pages 137 - 138.  Please include a risk factor describing the
possible risks associated with an erosion of your relationship with
General Growth Properties, Inc.
37. We note that almost $1 b