SEC FORM 4

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

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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)

3883 HOWARD HUGHES PARKWAY

NINTH FLOOR

(Street)

LAS VEGAS

89169

(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)
12/13/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2007⁽¹⁾		J		60,644	D	$0⁽¹⁾	121,288	I	By Trust *⁽²⁾
Common Stock	12/13/2007⁽³⁾		J		60,644	D	$0⁽³⁾	60,644	I	By Trust *⁽²⁾
Common Stock	12/13/2007⁽⁴⁾		J		60,644	D	$0⁽⁴⁾	0	I	By Trust *⁽²⁾
Common Stock	12/13/2007⁽⁴⁾		J		60,644	A	$0⁽⁴⁾	1,698,761	I	By Trust⁽⁵⁾
Common Shares								223,575	I	By Trust *⁽⁶⁾
Common Stock								3,920	I	By Annuity Trust *⁽⁷⁾
Common Stock								17,005	I	By Annuity Trust *⁽⁸⁾
Common Stock								109,243	I	By Annuity Trust *⁽⁹⁾
Common Stock								114,768	I	By Annuity Trust *⁽¹⁰⁾
Common Stock								12,934	I	By Annuity Trust *⁽¹¹⁾
Common Stock								23,712	I	By Annuity Trust *⁽¹²⁾
Common Stock								761,178	I	By Annuity Trust *⁽¹³⁾
Common Stock								2,591,207	I	By Annuity Trust *⁽¹⁵⁾
Common Stock								2,064,010	I	By Annuity Trust *⁽¹⁴⁾
Common Stock								2,608,686	I	By Annuity Trust *⁽¹⁶⁾
Common Stock								2,664,178	I	By Annuity Trust *⁽¹⁷⁾
Common Stock								27,352	I	By Trust *⁽¹⁸⁾
Common Stock								27,352	I	By Trust *⁽¹⁹⁾
Common Stock								26,062	I	By Trust *⁽²⁰⁾
Common Stock								27,352	I	By Trust *⁽²¹⁾
Common Stock								27,352	I	By Trust *⁽²²⁾
Common Stock								25,862	I	By Trust *⁽²³⁾
Common Stock								11,954	I	By Trust *⁽²⁴⁾
Common Stock								91,324	I	By Trust *⁽²⁵⁾
Common Stock								130,247	I	By Trust *⁽²⁶⁾
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Distribution of 60,644 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the William S. Boyd Grantor Retained Annuity Trust #2 ("WSB GRAT #2"), of which the reporting person is trustee to The William R. Boyd Gaming Properties Trust, of which William R. Boyd is the Trustee, Settlor and Beneficiary. **

2. By WSB GRAT #2, of which the reporting person is the trustee.

3. Distribution of 60,644 shares of Common Stock from the WSB GRAT #2, of which the reporting person is trustee to The Samuel Joseph Boyd Gaming Properties Trust, of which said Samuel Joseph Boyd is the Trustee, Settlor and Beneficiary. **

4. Distribution of 60,644 shares of Common Stock from the WSB GRAT #2, of which the reporting person is trustee, to the Marianne E. Boyd Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.**

5. By the Marianne E. Boyd Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership and BG-02 Limited Partnership, which are included in notes (13) through (17) hereof.

6. By William S. Boyd Grantor Retained Annuity Trust #3 ("WSB GRAT #3"), of which the reporting person is the trustee.

7. By BG-01 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.

8. By BG-01 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.

9. By BG-99 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.

10. By BG-99 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.

11. By BG-00 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.

12. By BG-00 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.

13. By W.M. Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

14. By BG-99 Limited Partnership, of which the Marianne Boyd Gaming PropertiesTrust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

15. By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

16. By BG-01 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

17. By BG-02 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

18. By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

19. By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.

20. By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

21. By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

22. By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.

23. By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

24. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

25. By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

26. By the William R. Boyd and Myong Boyd Children's Trust dated 8/1/93, of which the reporting person is the trustee.

Remarks:

* The reporting 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. ** Each transfer by the Grantor Retained Annuity Trust is made pursuant to the provisions of the applicable trust agreement and the applicable provisions of the Internal Revenue Code of 1986, as amended.

	Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson	12/17/2007
	** 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).
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