8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):     March 18, 2005

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ 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-4(c))



Item 1.01     Entry into a Material Definitive Agreement


On March 18, 2005, the Compensation Committee of the Board of Directors of the Registrant approved performance criteria for the payment of bonuses for the fiscal year 2005 to participants in the Registrant’s Performance Based Incentive Plan for Executive Officers (the “Incentive Plan”). The Incentive Plan is an annual bonus plan designed to provide certain senior executive officers with incentive compensation based upon the achievement of pre-established performance goals. The performance bonus criteria for fiscal year 2005 are described in Exhibit 10.1 hereto, which is incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits


                (c)       Exhibits:

  Exhibit
Number
Description

  10.1 Description of Performance Based Incentive Plan Bonus Criteria for Fiscal Year 2005.



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:    March 24, 2005


    Wynn Resorts, Limited

      By:  /s/ John Strzemp       
John Strzemp
Chief Financial Officer