SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* JOHNSON MARIANNE BOYD (Last) (First) (Middle) 2950 INDUSTRIAL ROAD (Street) LAS VEGAS NV 89109 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BOYD GAMING CORP [ BYD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Senior Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 11/20/2005
	4. If Amendment, Date of 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

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	11/20/2005		J		229,808	A	(1)	229,808	I	By Annuity Trust *(1)
Common Stock	11/20/2005		J		262,554	A	(2)	262,554	I	By Annuity Trust *(2)
Common Stock	11/20/2005		J		109,243	A	(3)	109,243	I	By Annuity Trust *(3)
Common Stock	11/20/2005		J		114,768	A	(4)	114,768	I	By Annuity Trust *(4)
Common Stock	11/20/2005		J		12,934	A	(5)	12,934	I	By Annuity Trust *(5)
Common Stock	11/20/2005		J		23,712	A	(6)	23,712	I	By Annuity Trust *(6)
Common Stock	11/20/2005		J		12,801	A	(7)	12,801	I	By Annuity Trust *(7)
Common Stock	11/20/2005		J		22,545	A	(8)	22,545	I	By Annuity Trust *(8)
Common Stock	11/20/2005		J		9,920	A	(9)	9,920	I	By Annuity Trust *(9)
Common Stock	11/20/2005		J		17,421	A	(10)	17,421	I	By Annuity Trust *(10)
Common Stock	11/20/2005		J		761,178	A	(11)	761,178	I	By Annuity Trust *(11)
Common Stock	11/20/2005		J		2,064,010	A	(12)	2,064,010	I	By Annuity Trust *(12)
Common Stock	11/20/2005		J		2,591,207	A	(13)	2,591,207	I	By Annuity Trust *(13)
Common Stock	11/20/2005		J		2,608,686	A	(14)	2,608,686	I	By Annuity Trust *(14)
Common Stock	11/20/2005		J		2,664,178	A	(15)	2,664,178	I	By Annuity Trust *(15)
Common Stock								1,788,117	I	By Trust(16)
Common Stock								26,861	I	By Trust *(17)
Common Stock								26,861	I	By Trust *(18)
Common Stock								25,571	I	By Trust *(19)
Common Stock								26,861	I	By Trust *(20)
Common Stock								26,861	I	By Trust *(21)
Common Stock								25,371	I	By Trust *(22)
Common Stock								11,463	I	By Trust *(23)
Common Stock								91,324	I	By Trust *(24)
Common Stock								26,629	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On November 20, 2005, William S. Boyd (the Reporting Person's father) resigned as trustee of the William S. Boyd Grantor Retained Annuity Trust #2, dated October 28, 1997 ("WSB GRAT #2"), and pursuant to the terms of the documents governing WSB GRAT#2, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

2. On November 20, 2005, Mr. Boyd resigned as trustee of the William S. Boyd Grantor Retained Annuity Trust #3, dated October 28, 1997 ("WSB GRAT #3"), and pursuant to the terms of the documents governing WSB GRAT#3, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

3. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-99 Grantor Retained Annuity Trust #2, dated October 20, 1999 ("BG-99 GRAT #2"), and pursuant to the terms of the documents governing BG-99 GRAT#2, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

4. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-99 Grantor Retained Annuity Trust #3, dated October 20, 1999 ("BG-99 GRAT #3"), and pursuant to the terms of the documents governing BG-99 GRAT#3, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

5. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-00 Grantor Retained Annuity Trust #2, dated October 22, 2000 ("BG-00 GRAT #2"), and pursuant to the terms of the documents governing BG-00 GRAT#2, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

6. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-00 Grantor Retained Annuity Trust #3, dated October 22, 2000 ("BG-00 GRAT #3"), and pursuant to the terms of the documents governing BG-00 GRAT#3, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

7. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-01 Grantor Retained Annuity Trust #2, dated February 6, 2002, ("BG-01 GRAT #2"), and pursuant to the terms of the documents governing BG-01 GRAT#2, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

8. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-01 Grantor Retained Annuity Trust #3, dated February 6, 2002, ("BG-01 GRAT #3"), and pursuant to the terms of the documents governing BG-01 GRAT#3, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

9. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-02 Grantor Retained Annuity Trust #2, dated October 25, 2002, ("BG-02 GRAT #2"), and pursuant to the terms of the documents governing BG-02 GRAT#2, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

10. On November 20, 2005, Mr. Boyd resigned as trustee of the BG-02 Grantor Retained Annuity Trust #3, dated October 25, 2002, ("BG-02 GRAT #3"), and pursuant to the terms of the documents governing BG-02 GRAT#3, the Reporting Person succeeded Mr. Boyd as trustee upon his resignation. No funds or other consideration was paid in connection with the transaction.

11. On November 20, 2005, W.S.B., Inc., which is wholly owned by The William S. Boyd Gaming Properties Trust ("WSBGPT"), of which Mr. Boyd is the trustee, settlor and beneficiary, resigned as general partner of the W.M. Limited Partnership ("W.M. LP"), and pursuant to the terms of the documents governing the W.M. LP, The Marianne Boyd Gaming PropertiesTrust ("MBGPT"), of which Ms. Johnson is the trustee, settlor and beneficiary, succeeded as general partner thereof. No funds or other consideration was paid in connection with the transaction.

12. On November 20, 2005, W.S.B., Inc., which is wholly owned by WSBGPT, resigned as general partner of the BG-99 Limited Partnership ("BG-99 LP"), and pursuant to the terms of the documents governing the BG-99 LP, the MBGPT succeeded as general partner thereof. No funds or other consideration was paid in connection with the transaction.

13. On November 20, 2005, W.S.B., Inc., which is wholly owned by WSBGPT, resigned as general partner of the BG-00 Limited Partnership ("BG-00 LP"), and pursuant to the terms of the documents governing the BG-00 LP, the MBGPT succeeded as general partner thereof. No funds or other consideration was paid in connection with the transaction.

14. On November 20, 2005, W.S.B., Inc., which is wholly owned by WSBGPT, resigned as general partner of the BG-01 Limited Partnership ("BG-01 LP"), and pursuant to the terms of the documents governing the BG-01 LP, the MBGPT succeeded as general partner thereof. No funds or other consideration was paid in connection with the transaction.

15. On November 20, 2005, W.S.B., Inc., which is wholly owned by WSBGPT, resigned as general partner of the BG-02 Limited Partnership ("BG-02 LP"), and pursuant to the terms of the documents governing the BG-02 LP, the MBGPT succeeded as general partner thereof. No funds or other consideration was paid in connection with the transaction.

16. By MBGPT, excluding shares held by W.M. LP, BG-99 LP, BG-00 LP, BG-01 LP and BG-02 LP, which are included in notes (11) through (15) hereof.

17. By the Aysia Lynn Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

18. By the Taylor Joseph Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

19. By the William Samuel Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

20. By the Samuel Joseph Boyd, Jr. Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

21. By the T'Mir Elizabeth Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

22. By the Josef William Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

23. By the Justin Boyd Education Trust, dated November 1, 1999, of which the Reporting Person is the trustee.

24. By the Johnson Children's Trust, dated June 24, 1996, Bruno Mark, trustee.

Remarks:

* The Reportihng Person expressly disclaims beneficial ownership of any securities of the Issuer except for those securities that are owned directly by the Reporting Person or to the extent of the Reporting Person's pecuniary interest in a trust or other entity which owns such securities.

	Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson	02/07/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.