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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2008

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	12/19/2008		J		273,825	D	⁽¹⁾	2,334,861	I	By Limited Partnership *⁽²⁾
Common Stock	12/19/2008		J		273,825	D	⁽³⁾	2,061,036	I	By Limited Partnership *⁽²⁾
Common Stock	12/19/2008		J		273,825	D	⁽⁴⁾	1,787,211	I	By Limited Partnership *⁽²⁾
Common Stock	12/19/2008		J		8,557	D	⁽⁵⁾	1,778,654	I	By Limited Partnership *⁽²⁾
Common Stock	12/19/2008		J		8,557	D	⁽⁶⁾	1,770,097	I	By Limited Partnership *⁽²⁾
Common Stock	12/19/2008		J		8,557	D	⁽⁷⁾	1,761,540	I	By Limited Partnership *⁽²⁾
Common Stock	12/19/2008		J		8,557	D	⁽⁸⁾	1,752,983	I	By Limited Partnership *⁽²⁾
Common Stock	12/19/2008		J		273,825	D	⁽⁹⁾	0	I	By Annuity Trust *⁽¹⁰⁾
Common Stock	12/19/2008		J		222,509	D	⁽¹¹⁾	55,236	I	By Annuity Trust *⁽¹²⁾
Common Stock	12/19/2008		J		183,444	D	⁽¹³⁾	107,386	I	By Annuity Trust *⁽¹⁴⁾
Common Stock	12/19/2008		J		355,389	D	⁽¹⁵⁾	2,308,789	I	By Limited Partnership *⁽¹⁶⁾
Common Stock	12/19/2008		J		355,389	D	⁽¹⁷⁾	1,953,400	I	By Limited Partnership *⁽¹⁶⁾
Common Stock	12/19/2008		J		355,389	D	⁽¹⁸⁾	1,598,011	I	By Limited Partnership *⁽¹⁶⁾
Common Stock	12/19/2008		J		11,106	D	⁽¹⁹⁾	1,586,905	I	By Limited Partnership *⁽¹⁶⁾
Common Stock	12/19/2008		J		11,106	D	⁽²⁰⁾	1,575,799	I	By Limited Partnership *⁽¹⁶⁾
Common Stock	12/19/2008		J		11,106	D	⁽²¹⁾	1,564,693	I	By Limited Partnership *⁽¹⁶⁾
Common Stock	12/19/2008		J		11,106	D	⁽²²⁾	1,553,587	I	By Limited Partnership *⁽¹⁶⁾
Common Stock	12/19/2008		J		355,389	D	⁽²³⁾	0	I	By Annuity Trust *⁽²⁴⁾
Common Stock	12/19/2008		J		285,135	D	⁽²⁵⁾	70,254	I	By Annuity Trust *⁽²⁶⁾
Common Stock	12/19/2008		J		232,018	D	⁽²⁷⁾	123,371	I	By Annuity Trust *⁽²⁸⁾

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. Transfer of 273,825 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-01 Limited Partnership ("BG-01 LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-01 Grantor Retained Annuity Trust 1 ("BG-01 GRAT 1"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another. The reporting person is the trustee, settlor and beneficiary of MBGPT.

2. By the BG-01 LP, of which the MBGPT, of which the reporting person is the Trustee, Settlor and Beneficiary, is the general partner thereof.

3. Transfer of 273,825 shares of Common Stock from BG-01 LP, of which MBGPT is the general partner, to the BG-01 Grantor Retained Annuity Trust 2 ("BG-01 GRAT 2"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

4. Transfer of 273,825 shares of Common Stock from BG-01 LP, of which MBGPT, is the general partner, to the BG-01 Grantor Retained Annuity Trust 3 ("BG-01 GRAT 3"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

5. Transfer of 8,557 shares of Common Stock of from the BG-01 LP, of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of William S. Boyd.

6. Transfer of 8,557 shares of Common Stock from the BG-01 LP, of which MBGPT is the general partner, to The Samuel J. Boyd Gaming Properties Trust, of which said Samuel J. Boyd is the Trustee, Settlor and Beneficiary.

7. Transfer of 8,557 shares of Common Stock from the BG-01 LP, of which MBGPT is the general partner, to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

8. Transfer of 8,557 shares of Common Stock from the BG-01 LP, of which MBGPT is the general partner, to The William R. Boyd Gaming Properties Trust, of which said William R. Boyd is the Trustee, Settlor and Beneficiary.

9. Transfer of 273,825 shares of Common Stock from BG-01 GRAT 1, of which the reporting person is the trustee, to William S. Boyd , the Settlor of BG-01 GRAT 1. **

10. By the BG-01 GRAT 1, of which the reporting person is the trustee.

11. Transfer of 222,509 shares of Common Stock from BG-01 GRAT 2, of which the reporting person is the trustee, to William S. Boyd , the Settlor of BG-01 GRAT 2. **

12. By the BG-01 GRAT 2, of which the reporting person is the trustee.

13. Transfer of 183,444 shares of Common Stock from BG-01 GRAT 3, of which the reporting person is the trustee, to William S. Boyd , the Settlor of BG-01 GRAT 3. **

14. By the BG-01 GRAT 3, of which the reporting person is the trustee.

15. Transfer of 355,389 shares of Common Stock from the BG-02 Limited Partnership ("BG-02 LP"), of which MBGPT is the general partner, to the BG-02 Grantor Retained Annuity Trust 1 ("BG-02 GRAT 1"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

16. By the BG-02 LP of which MBGPT is the general partner thereof.

17. Transfer of 355,389 shares of Common Stock from the BG-02 LP, of which MBGPT is the general partner, to the BG-02 Grantor Retained Annuity Trust 2 ("BG-02 GRAT 2"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

18. Transfer of 355,389 shares of Common Stock from the BG-02 LP, of which MBGPT is the general partner, to the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

19. Transfer of 11,106 shares of Common Stock of from the BG-02 LP, of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of William S. Boyd.

20. Transfer of 11,106 shares of Common Stock from the BG-02 LP ,of which MBGPT is the general partner, to The Samuel J. Boyd Gaming Properties Trust, of which said Samuel J. Boyd is the Trustee, Settlor and Beneficiary.

21. Transfer of 11,106 shares of Common Stock from the BG-02 LP, of which MBGPT is the general partner, to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

22. Transfer of 11,106 shares of Common Stock from the BG-02 LP, of which MBGPT is the general partner, to The William R. Boyd Gaming Properties Trust, of which said William R. Boyd is the Trustee, Settlor and Beneficiary.

23. Transfer of 355,389 shares of Common Stock from BG-02 GRAT 1, of which the reporting person is the trustee, to William S. Boyd , the Settlor of BG-02 GRAT 1. **

24. By the BG-02 GRAT 1, of which the reporting person is the trustee.

25. Transfer of 285,135 shares of Common Stock from BG-02 GRAT 2, of which the reporting person is the trustee, to William S. Boyd , the Settlor of BG-02 GRAT 2. **

26. By the BG-02 GRAT 2, of which the reporting person is the trustee.

27. Transfer of 232,018 shares of Common Stock from BG-02 GRAT 3, of which the reporting person is the trustee, to William S. Boyd , the Settlor of BG-02 GRAT 3. **

28. By the BG-02 GRAT 3, 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, partnership 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. 2 of 3 Form 4s filed this date

	Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson	12/19/2008
	** 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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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.