FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Adelson Sheldon G   2. Issuer Name and Ticker or Trading Symbol LAS VEGAS SANDS CORP [LVS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman/Board,CEO&Treasurer (Last) (First) (Middle) C/O LAS VEGAS SANDS CORP., 3355 LAS VEGAS BOULEVARD SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2008 (Street) LAS VEGAS, NV 89109 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/14/2008   A   86,363,636 A (1) (2) 146,278,117 I By spouse. See footnotes (1) (2) 10% Series A Cumulative Perpetual Preferred Stpcl 11/14/2008   A   5,250,000 A (1) (2) 5,250,000 I By spouse. See footnotes (1) (2) Common Stock               100 D   Common Stock               150,258,765 I By Sheldon G. Adelson 2005 Family Trust Common Stock               2,246,305 I By Sheldon G. Adelson 2007 Two Year LVS Annuity Trust Common Stock               2,718,637 I By Sheldon G. Adelson 2007 Three Year LVS Annuity Trust Common Stock               3,868,023 I By Sheldon G. Adelson July 2007 Two Year LVS Annuity Trust Common Stock               4,292,989 I By Sheldon G. Adelson July 2007 Three Year LVS Annuity Trust Common Stock               1,937,023 I By Sheldon G. Adelson April 2008 Two Year LVS Annuity Trust Common Stock               1,937,023 I By Sheldon G. Adelson April 2008 Three Year LVS Annuity Trust Common Stock               8,500,000 I By Sheldon G. Adelson July 2008 Two Year LVS Annuity Trust Common Stock               8,500,000 I By Sheldon G. Adelson July 2008 Three Year LVS Annuity Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Adelson Sheldon G C/O LAS VEGAS SANDS CORP. 3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NV 89109	X	X	Chairman/Board,CEO&Treasurer

Signatures

/s/ Sheldon G. Adelson		11/17/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 14, 2008, pursuant to the Note Conversion and Securities Purchase Agreement, dated November 10, 2008, between Las Vegas Sands Corp. (the "Company") and Dr. Miriam Adelson, the wife of Sheldon Adelson, the Chairman and Chief Executive Officer and principal stockholder of the Company, as amended (as amended, the "Agreement"), the Company issued and sold to Dr. Miriam Adelson 5,250,000 shares of 10% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") and warrants to purchase an aggregate of approximately 87,500,175 shares of the Common Stock, at an exercise price of $6.00 per share.
(2)	The total aggregate price paid by Dr. Miriam Adelson for the Series A Preferred Stock and warrants was $525,000,000. In addition, on November 14, 2008, pursuant to the Agreement, Dr. Adelson converted $475 million aggregate principal amount of the Company's 6.5% convertible senior notes due 2013 into 86,363,636 shares of the Company's common stock, par value $0.001 (the "Common Stock"), at a conversion price equal to $5.50 per share.

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