BOYD GAMING CORP — Director's Dealing 2010

Jan 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2010-01-25

Reporting Person: BOYD WILLIAM S (Director, Executive Chairman & Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-25	Common Stock	J	92676	—	Acquired	16819373	Indirect
2010-01-25	Common Stock	J	78623	—	Acquired	16897996	Indirect
2010-01-25	Common Stock	J	42910	—	Acquired	16940906	Indirect
2010-01-25	Common Stock	J	53904	—	Acquired	16994810	Indirect
2010-01-25	Common Stock	J	107312	—	Acquired	17102122	Indirect
2010-01-25	Common Stock	J	75596	—	Acquired	17177718	Indirect
2010-01-25	Common Stock	J	141173	—	Acquired	17318891	Indirect
2010-01-25	Common Stock	J	135727	—	Acquired	17454618	Indirect
2010-01-25	Common Stock	J	2896	—	Acquired	61397	Indirect
2010-01-25	Common Stock	J	322	—	Acquired	61719	Indirect
2010-01-25	Common Stock	J	2362	—	Acquired	64081	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28000	Indirect
Common Stock	1035000	Indirect
Common Stock	153117	Indirect
Common Stock	49080	Direct

Footnotes

F1: Distribution to reporting person of 92,676 shares of Common Stock from the BG-99 Grantor Retained Annuity Trust 2 ("BG-99 GRAT 2") of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 92,676 shares of Common Stock to the William S. Boyd Gaming Properties Trust ("WSBGPT"), of which the reporting person is the trustee, settlor and beneficiary.*

F2: By WSBGPT.

F3: Distribution to reporting person of 78,623 shares of Common Stock from the BG-99 Grantor Retained Annuity Trust 3 ("BG-99 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 78,623 shares of Common Stock to the WSBGPT.*

F4: Distribution to reporting person of 42,910 shares of Common Stock from the BG-00 Grantor Retained Annuity Trust 3 ("BG-00 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 42,910 shares of Common Stock to the WSBGPT.*

F5: Distribution to reporting person of 53,904 shares of Common Stock from the BG-01 Grantor Retained Annuity Trust 2 ("BG-01 GRAT 2"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 53,904 shares of Common Stock to the WSBGPT.*

F6: Distribution to reporting person of 107,312 shares of Common Stock from the BG-01 Grantor Retained Annuity Trust 3 ("BG-01 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 107,312 shares of Common Stock to the WSBGPT.*

F7: Distribution to reporting person of 75,596 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 1 ("BG-02 GRAT 1"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 75,596 shares of Common Stock to the WSBGPT.*

F8: Distribution to reporting person of 141,173 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 2 ("BG-02 GRAT 2"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 141,173 shares of Common Stock to the WSBGPT.*

F9: Distribution to reporting person of 135,727 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 135,727 shares of Common Stock to the WSBGPT.*

F10: Distribution of 2,896 shares of Common Stock from the BG-99 LP of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of reporting person.

F11: By W.S.B., Inc., the reporting person's wholly owned corporation.

F12: Distribution of 322 shares of Common Stock from the BG-00 LP of which MBGPT is the general partner, to W.S.B., Inc.

F13: Distribution of 2,362 shares of Common Stock from the BG-02 LP of which MBGPT is the general partner, to W.S.B., Inc.

F14: By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.

F15: By BG-09 Limited Partnership, of which each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners thereof.