Annual Statement of Changes in Beneficial Ownership


FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Adelson Miriam

2. Issuer Name and Ticker or Trading Symbol

LAS VEGAS SANDS CORP [LVS]

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

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

3355 LAS VEGAS BOULEVARD SOUTH

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2010 
(Street)

LAS VEGAS, NV 89109

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   6/29/2010     G   (1) 33000000   D $0   53363636   D    
Common Stock   9/28/2010     G   (1) 25000000   D $0   28363636   D    
Common Stock   9/29/2010     G   (1) 25000000   D $0   3363636   D    
Common Stock   10/27/2010     G   (2) 5000000   D $0   8692516   I   By ESBT Y Trust.  
Common Stock   11/30/2010     G   7213275   A $0   7213275   I   By General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007.   (3)
Common Stock   11/30/2010     G   7213275   A $0   7213275   I   By General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007.   (3)
Common Stock   12/15/2010     G   (4) 1000000   D $0   12692516   I   By ESBT S Trust.  
Common Stock   12/30/2010     G   (5) 1350000   D $0   7342516   I   By ESBT Y Trust.  
Common Stock                 13692517   I   By QSST A Trust.  
Common Stock                 13692517   I   By QSST M Trust.  
Common Stock                 5144415   I   By Sheldon G. Adelson 2004 Remainder Trust.  
Common Stock                 12566710   I   By Adfam Investment Company LLC  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  These shares were gifted by Dr. Miriam Adelson to her spouse, Sheldon G. Adelson.
( 2)  These shares are now held by various trusts, of which Timothy D. Stein is one of the trustees. Mr. Stein retains the sole power to direct the vote of these shares.
( 3)  Dr. Miriam Adelson, Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.
( 4)  These shares are now held by various trusts, of which Timothy D. Stein is one of the trustees. Mr. Stein retains the sole power to direct the vote of these shares.
( 5)  Mr. Stein retains the sole power to direct the vote of these shares, and shares the power to direct the disposition of the shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Adelson Miriam
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NV 89109

X


Signatures
/s/ Miriam Adelson 2/11/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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