================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ____________________

                                    FORM 8-K

                                 CURRENT REPORT

                             _____________________

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): AUGUST 28, 2004


                             WYNN RESORTS, LIMITED
             (Exact Name of Registrant as Specified in its Charter)


             NEVADA                    000-50028            46-0484987
 (State or Other Jurisdiction of      (Commission         (I.R.S. Employer
         Incorporation)               File Number)       Identification No.)


       3131 LAS VEGAS BOULEVARD SOUTH
             LAS VEGAS, NEVADA                                 89109
  (Address of Principal Executive Offices)                  (Zip Code)


                                (702) 770-7555
             (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4c))

================================================================================


<PAGE>

Item 1.01    Entry into a Material Definitive Agreement.
---------    -------------------------------------------

             Between August 28, 2004 and September 1, 2004, Wynn Resorts,
Limited ("Wynn Resorts") and Wynn Resorts International, Ltd., a subsidiary of
Wynn Resorts, entered into agreements with the third parties named in Item 9.01
owning 17.5% of the indirect economic interests in Wynn Resorts (Macau), S.A.
pursuant to which those interests will be exchanged for a total of 1,333,333
shares of Wynn Resorts' common stock. Mr. Wong Chi Seng, one of the third
parties and the current Executive Director of Wynn Resorts (Macau), S.A., will
continue to serve as Executive Director, and own a 10% voting interest in Wynn
Resorts (Macau), S.A. Mr. Wong's interest will provide nominal preferential
annual dividends and capital distributions of up to one Macau pataca (US$0.12).
Upon the closing of the transactions, Wynn Resorts will indirectly own all
other economic interests in Wynn Resorts (Macau), S.A. The third parties
received registration rights obligating Wynn Resorts to file a shelf
registration statement with respect to the shares received. The closing is
subject to customary conditions and to the effectiveness of the registration
statement.


Item 3.02    Unregistered Sales of Equity Securities.
---------    ----------------------------------------

             Reference is made to Item 1.01. The sales will be made in private
placements pursuant to Section 4(2) of the Securities Act of 1933, as amended.


Item 9.01    Financial Statements and Exhibits.
---------    ----------------------------------

             (c)     Exhibits:

                     Exhibit
                     Number           Description
                     -------          -----------

                     *4.1             Registration Rights Agreement, dated as
                                      of August 28, 2004, by and between Wynn
                                      Resorts, Limited and S.H.W. & Co. Limited

                     *4.2             Registration Rights Agreement, dated as
                                      of September 1, 2004, by and between Wynn
                                      Resorts, Limited and Classic Wave Limited

                     *4.3             Registration Rights Agreement, dated as
                                      of September 1, 2004, by and between Wynn
                                      Resorts, Limited and L'Arc de Triomphe
                                      Limited

                     *4.4             Registration Rights Agreement, dated as
                                      of September 1, 2004, by and between Wynn
                                      Resorts, Limited and SKKG Limited

                     *10.1            Exchange Agreement, dated as of August
                                      28, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Wong Chi Seng and S.H.W. & Co.
                                      Limited

                     *10.2            Exchange Agreement, dated as of September
                                      1, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Kwan Yan Ming and Classic Wave
                                      Limited

                     *10.3            Exchange Agreement, dated as of September
                                      1, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Kwan Yan Ming and L'Arc de Triomphe
                                      Limited

                     *10.4            Exchange Agreement, dated as of September
                                      1, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Wong Chi Seng and SKKG Limited

                    *Previously filed with the Registration Statement on Form
                     S-3 filed by the Registrant on September 1, 2004
                     (File No. 333-118741)


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:    September 2, 2004

                                             Wynn Resorts, Limited


                                             By: /s/ John Strzemp
                                                 ----------------------------
                                             John Strzemp
                                             Executive Vice President and
                                             Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX
                                  -------------

      Exhibit
      Number           Description
      -------          -----------

      *4.1             Registration Rights Agreement, dated as of August 28,
                       2004, by and between Wynn Resorts, Limited and S.H.W. &
                       Co. Limited

      *4.2             Registration Rights Agreement, dated as of September 1,
                       2004, by and between Wynn Resorts, Limited and Classic
                       Wave Limited

      *4.3             Registration Rights Agreement, dated as of September 1,
                       2004, by and between Wynn Resorts, Limited and L'Arc de
                       Triomphe Limited

      *4.4             Registration Rights Agreement, dated as of September 1,
                       2004, by and between Wynn Resorts, Limited and SKKG
                       Limited

      *10.1            Exchange Agreement, dated as of August 28, 2004, by and
                       among Wynn Resorts, Limited, Wynn Resorts International,
                       Ltd., Wong Chi Seng and S.H.W. & Co. Limited

      *10.2            Exchange Agreement, dated as of September 1, 2004, by
                       and among Wynn Resorts, Limited, Wynn Resorts
                       International, Ltd., Kwan Yan Ming and Classic Wave
                       Limited

      *10.3            Exchange Agreement, dated as of September 1, 2004, by
                       and among Wynn Resorts, Limited, Wynn Resorts
                       International, Ltd., Kwan Yan Ming and L'Arc de Triomphe
                       Limited

      *10.4            Exchange Agreement, dated as of September 1, 2004, by
                       and among Wynn Resorts, Limited, Wynn Resorts
                       International, Ltd., Wong Chi Seng and SKKG Limited

      * Previously filed with the Registration Statement on Form S-3 filed
        by the Registrant on September 1, 2004 (File No. 333-118741)
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================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ____________________

                                    FORM 8-K

                                 CURRENT REPORT

                             _____________________

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): AUGUST 28, 2004

                             WYNN RESORTS, LIMITED
             (Exact Name of Registrant as Specified in its Charter)

             NEVADA                    000-50028            46-0484987
 (State or Other Jurisdiction of      (Commission         (I.R.S. Employer
         Incorporation)               File Number)       Identification No.)

       3131 LAS VEGAS BOULEVARD SOUTH
             LAS VEGAS, NEVADA                                 89109
  (Address of Principal Executive Offices)                  (Zip Code)

                                (702) 770-7555
             (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4c))

================================================================================
Item 1.01    Entry into a Material Definitive Agreement.
---------    -------------------------------------------

             Between August 28, 2004 and September 1, 2004, Wynn Resorts,
Limited ("Wynn Resorts") and Wynn Resorts International, Ltd., a subsidiary of
Wynn Resorts, entered into agreements with the third parties named in Item 9.01
owning 17.5% of the indirect economic interests in Wynn Resorts (Macau), S.A.
pursuant to which those interests will be exchanged for a total of 1,333,333
shares of Wynn Resorts' common stock. Mr. Wong Chi Seng, one of the third
parties and the current Executive Director of Wynn Resorts (Macau), S.A., will
continue to serve as Executive Director, and own a 10% voting interest in Wynn
Resorts (Macau), S.A. Mr. Wong's interest will provide nominal preferential
annual dividends and capital distributions of up to one Macau pataca (US$0.12).
Upon the closing of the transactions, Wynn Resorts will indirectly own all
other economic interests in Wynn Resorts (Macau), S.A. The third parties
received registration rights obligating Wynn Resorts to file a shelf
registration statement with respect to the shares received. The closing is
subject to customary conditions and to the effectiveness of the registration
statement.

Item 3.02    Unregistered Sales of Equity Securities.
---------    ----------------------------------------

             Reference is made to Item 1.01. The sales will be made in private
placements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.
---------    ----------------------------------

             (c)     Exhibits:

                     Exhibit
                     Number           Description
                     -------          -----------

                     *4.1             Registration Rights Agreement, dated as
                                      of August 28, 2004, by and between Wynn
                                      Resorts, Limited and S.H.W. & Co. Limited

                     *4.2             Registration Rights Agreement, dated as
                                      of September 1, 2004, by and between Wynn
                                      Resorts, Limited and Classic Wave Limited

                     *4.3             Registration Rights Agreement, dated as
                                      of September 1, 2004, by and between Wynn
                                      Resorts, Limited and L'Arc de Triomphe
                                      Limited

                     *4.4             Registration Rights Agreement, dated as
                                      of September 1, 2004, by and between Wynn
                                      Resorts, Limited and SKKG Limited

                     *10.1            Exchange Agreement, dated as of August
                                      28, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Wong Chi Seng and S.H.W. & Co.
                                      Limited

                     *10.2            Exchange Agreement, dated as of September
                                      1, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Kwan Yan Ming and Classic Wave
                                      Limited

                     *10.3            Exchange Agreement, dated as of September
                                      1, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Kwan Yan Ming and L'Arc de Triomphe
                                      Limited

                     *10.4            Exchange Agreement, dated as of September
                                      1, 2004, by and among Wynn Resorts,
                                      Limited, Wynn Resorts International,
                                      Ltd., Wong Chi Seng and SKKG Limited

                    *Previously filed with the Registration Statement on Form
                     S-3 filed by the Registrant on September 1, 2004
                     (File No. 333-118741)
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:    September 2, 2004

                                             Wynn Resorts, Limited

                                             By: /s/ John Strzemp
                                                 ----------------------------
                                             John Strzemp
                                             Executive Vice President and
                                             Chief Financial Officer
EXHIBIT INDEX
                                  -------------

      Exhibit
      Number           Description
      -------          -----------

      *4.1             Registration Rights Agreement, dated as of August 28,
                       2004, by and between Wynn Resorts, Limited and S.H.W. &
                       Co. Limited

      *4.2             Registration Rights Agreement, dated as of September 1,
                       2004, by and between Wynn Resorts, Limited and Classic
                       Wave Limited

      *4.3             Registration Rights Agreement, dated as of September 1,
                       2004, by and between Wynn Resorts, Limited and L'Arc de
                       Triomphe Limited

      *4.4             Registration Rights Agreement, dated as of September 1,
                       2004, by and between Wynn Resorts, Limited and SKKG
                       Limited

      *10.1            Exchange Agreement, dated as of August 28, 2004, by and
                       among Wynn Resorts, Limited, Wynn Resorts International,
                       Ltd., Wong Chi Seng and S.H.W. & Co. Limited

      *10.2            Exchange Agreement, dated as of September 1, 2004, by
                       and among Wynn Resorts, Limited, Wynn Resorts
                       International, Ltd., Kwan Yan Ming and Classic Wave
                       Limited

      *10.3            Exchange Agreement, dated as of September 1, 2004, by
                       and among Wynn Resorts, Limited, Wynn Resorts
                       International, Ltd., Kwan Yan Ming and L'Arc de Triomphe
                       Limited

      *10.4            Exchange Agreement, dated as of September 1, 2004, by
                       and among Wynn Resorts, Limited, Wynn Resorts
                       International, Ltd., Wong Chi Seng and SKKG Limited

      * Previously filed with the Registration Statement on Form S-3 filed
        by the Registrant on September 1, 2004 (File No. 333-118741)