8-K

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


May 12, 2004

Date of Report (Date of earliest event reported)


Wynn Resorts, Limited

(Exact Name of Registrant as Specified in its Charter)


Nevada 000-50028 46-0484987



(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
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)




Item 5.   Other Events and Required FD Disclosure.


        On May 12, 2004, the Registrant issued a press release, filed herewith as Exhibit 99.1 and by this reference incorporated herein, announcing the completion of an underwritten public offering of 7,000,000 shares of its common stock at a price of $38.75 per share. The net proceeds to the Registrant, after deducting discounts and commissions and estimated expenses, were approximately $267.9 million.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.


(c)             Exhibits:

Exhibit
Number
  Description

99.1   Press Release, dated May 12, 2004, by Wynn Resorts, Limited.



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:   May 13, 2004


    Wynn Resorts, Limited

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



EXHIBIT INDEX

Exhibit
Number
  Description

99.1   Press Release, dated May 12, 2004, by Wynn Resorts, Limited.